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HomeMy WebLinkAbout9/21/2021 - Regular1 Vinton Town Council Regular Meeting Council Chambers 311 South Pollard Street Tuesday, September 21, 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 August 17, 2021 G. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS 1. Certificate of Excellence presentation recognizing three Vinton Police Officers and a Finance Department employee for superior service while in the performance of their duties – Chief Drumond 2. Update on the Vinton Fire and Rescue Station #2 – Chief Travis Griffith, Roanoke County Chief of Fire & Rescue H. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and questions for issues not listed on the agenda. I. PUBLIC HEARING 1. Consideration of public comments regarding the proposed granting of a lease to 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 the Vinton War Memorial identified as 060.16-06-33.00-000, 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 all of which is located in the Town of Vinton, Virginia, said lease to be for a ten- month period with no more than four additional one-year renewal terms a. Open Public Hearing • Report from Staff – Town Manager • Receive public comments • Council discussion and questions b. Close Public Hearing c. Action to be taken on October 5, 2021 J. TOWN ATTORNEY K. TOWN MANAGER 1. BRIEFINGS 2. ITEMS REQUIRING ACTION a. Consider adoption of a Resolution authorizing the Town Manager to execute a Memorandum of Understanding between the City of Roanoke, Town of Vinton, Counties of Roanoke and Botetourt, World Triathlon Corporation and Roanoke Valley Convention and Visitors Bureau for the 2021 Ironman 70.3 Race Support Services – Town Manager b. Consider adoption of a Resolution approving new Grant Policies and Procedures – Anne Cantrell c. Consider adoption of a Resolution accepting the Assignments of Rights to purchase portions of the following real estate Tax Parcel Nos. 060.14-02- 19.00-0000, 060.15-02-01.01-0000, and 060.14-02-17.00-0000, located in the Town of Vinton, and authorizing the exercise of the Assignment and closing on the portions of the properties along Walnut Avenue for the Walnut Avenue Bicycle and Pedestrian Accommodations Project from 5th Street to the Town’s West Limits – Anita McMillan d. Consider adoption of a Resolution authorizing the Town Manager to execute a License Agreement between Norfolk Southern (NS) Railway Company and the Town of Vinton in the amount of $9,400.00 for a pedestrian trail to be constructed on NS’s property as part of the Walnut Avenue Bicycle and Pedestrian Accommodations Project from 5th Street to the Town’s West Limits – Anita McMillan 3. PROJECT UPDATES/COMMENTS L. COUNCIL M. MAYOR N. ADJOURNMENT 3 NEXT COMMITTEE/TOWN COUNCIL MEETINGS: September 27, 2021 – 2:00 p.m. – Finance Committee Meeting September 29, 2021 – 8:30 a.m. – Public Works Committee Meeting October 5, 2021 – 6:00 p.m. – Regular Council 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 September 21, 2021 Department Town Clerk Issue Consider approval of minutes of the Regular Meeting of August 17, 2021 Summary None Attachments August 17, 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, AUGUST 17, 2021, IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA MEMBERS PRESENT: Bradley E. Grose, Mayor Keith N. Liles Laurie J. Mullins Michael W. Stovall MEMBERS ABSENT: Sabrina McCarty, Vice Mayor STAFF PRESENT: Pete Peters, Town Manager Cody Sexton, Assistant Town Manager Susan N. Johnson, Executive Assistant/Town Clerk Jeremy Carroll, Town Attorney Anne Cantrell, Finance Director/Treasurer Fabricio Drumond, Police Chief Anita McMillan, Planning & Zoning Director Donna Collins, Human Resources/Risk Management Director William Herndon, Public Works Director The Mayor called the regular meeting to order at 6 Council Member Stovall present. Vice Mayor McCarty was absent Roll call After a Moment of Silence, Cody Sexton led the Pledge of Allegiance to the U.S. Flag. Under upcoming community events/ announcements, Council Member Liles announced the following: August 20 - National Lemonade Day; August 21 – 2-5:00 p.m. - Summer - Lancerlot Sports Complex; August 28 - 7-10:00 p.m. – Common Ground – Farmers’ Market; September 6 – Labor Day – Trash/Recycling pick up for Monday and Tuesday will be on Tuesday. Council Member Stovall asked for a clarification concerning a Board appointment. The Town Clerk and the Board appointment would be f Roanoke Valley-Alleghany Regional Commission. Council Member Mullins made a motion to adopt the Consent Agenda as presented; the motion was seconded by Council Member Liles and 2 carried by the following roll call vote, with all members voting: Vote 4-0; Yeas (4) – Liles, Mullins, Stovall, Grose; Nays (0) – None; Absent (1) - McCarty. Meeting of July 6, 2021 and minutes of the Regular Council Meeting of July 20, 2021 Under awards, introductions, presentations and proclamations, Anne Cantrell made brief comments Financial Analyst in the Finance Department. The next item was the Certificate of Achievement for Excellence in Financial Reporting for Fiscal Year Ended June 30, 2020 the Treasurer/Finance Department. commented this is the 26th Officers Ass comments. She next recognized Lydia Verdillo, the Assistant Finance Director, who was also present. The next item on the agenda was the public opening of bids for the granting of two easements to Roanoke Gas Company under, through and across 2121 and 2131 Cardinal Park Drive (Tax ID No. 071.07-03-04.00-000 and 071.11-01-01.00-0000) (“Property”) in the Town of Vinton, Virginia. The Mayor asked the Town Clerk to open and read any bids that were received for the granting of the two easements. The received from Roanoke Gas Company for the two referenced easements. The Mayor next asked if there were any other persons desiring to submit a bid at this time. There the Mayor commented that Council will now Ordinance to grant the two easements to Roanoke Gas Company. The next item on the agenda was a Public Hearing to consider public comments concerning easements to Roanoke Gas Company to construct, install, operate, repair, replace, and maintain a gas 3 under, through and across 2121 and 2131 Cardinal Park Drive (Tax ID No. 071.07-03-04.00- 071.11-01-01.00-0000) (“Property”) Business Center. Hearing at 6:13 p.m. The Town Attorney commented Code for granting an easement over Town-owned property. Council can now consider the bid or bids Council feels appro easement is to run gas lines across property that is owned jointly by the Town and Roanoke County in neighborhood on the far side. There was only one bid and that bid is to be considered during the Public Hearing. was closed at 6:14 p.m. The Town Clerk made a correction to the Ordinance Virginia” in the first paragraph. Council Member Liles made a motion to adopt the Ordinance as revised; the motion was seconded by Council Member Stovall Vote 4-0; Yeas (4) – Liles, Mullins, Stovall, Grose; Nays (0) – None; Absent (1) - McCarty. Public Hearing opened Public Hearing closed Adopted Ordinance No. 1037, as revised, Roanoke Gas Company to construct, install, operate, repair, replace, and maintain a gas therewith) over, under, through and across 2121 and 2131 Cardinal Park Drive (Tax ID No. 071.07-03-04.00-000 and 071.11-01- 01.00-0000) (“Property”) The next item on the agenda was a briefing on updated Emergency Operations Plan (EOP) for the Town of Vinton. Bo Herndon first commented the current EOP was approved by Council in 2018 and updated in 2020. In January of 2022, the EOP will be reviewed and updated and Council for approval in June of 2022. Mr. Herndon next commented on the generator that has been installed at the War serve as the Town’s primary shelter. Lynn Haven Baptist Church and Vinton Baptist Church serve as back- capacity due to COVID- generator that can pump water into all of our seven water tanks, which can refueling. There is also a generator at each of the three pump stations that transfer the wastewater to 4 The 3rd Street generator services the Public Works Building and the pump house located at the Municipal Building. All generators are serviced every three months. Member Liles asked how the citizens responded that in the past with the assistance of the Police Department, neighborhoods and used an intercom system and also used the Senior Van to transport individuals to the War Memorial. If our shelters capacitated, residents can be directed to The Red Cross. Chief Drumond also the ROCO Alert is available for residents. The next item on the agenda was a briefing on the proposed purchase of the necessary portions of Town’s West Limits. Anita McMillan first pedestrian accommodations. In order to construct the proposed improvements, additional rights-of- with two separate property owners— Company, Inc. which includes Bob’s Restaurant, the Viking Fence Office building and storage lot and several occasions and have made an offer for the also been in discussion with Norfolk Southern and has been advised that they easement, but a licensing agreement. Ms. McMillan next commented that the ma be brought back to Council at their next meeting to approve the funds to purchase the three rights-of- way and the cost of the Norfolk Southern. Ms. McMillan further cost went from $1.4 million to $1.6 million. She then Member Stovall who serve on the Roanoke Valley 5 and commented that in May of 2020 the RVTPO approved additional funding of $200,000 for the project to move forward. Avenue, the Town Manager commented that a 10- foot wide shared-use path will be constructed on the side with Viking Fence and Bob’s, but on the Cargill side there will be sidewalk. There is already sufficient right-of- The next item on the agenda was a briefing on proposed new Grant Policies and Procedures Anne Cantrell amount of federal grant funding, Staff has prepared a Grant Policies and Procedures for Council’s consideration. The purpose of the P Town’s risk of non-compliance an procedures contained in the Policy. The next item on the agenda was to consider adoption of a Resolution Manager to exec Understanding (MOU) Roanoke County for support from Roanoke County for the Vinton/East County Hotel Project. The Town Manager similar to the one for Vinyard Station and Gish Mill. This up to $30,000 of building permit fees. It is expected to generate approximately $150,000 annually and the cap of the reimbursement is $450,000 over the three-year period not including the $30,000. 27, 2021 meeting. Loope, the Roanoke Development Department, support of the Town’s projects. It would not possible without their support and in all three cases the reimbursement funds will 6 infrastructure, aesthetics and functionality of the three projects. Council Member Stovall made a motion to adopt the Resolution as presented; the motion was seconded by Council Member Liles following roll call Vote 4-0; Yeas (4) – Liles, Mullins, Stovall, Grose; Nays (0) – None; Absent (1) - McCarty. Adopted Resolution No. 2448 authorizing the Town and Roanoke County for support County Hotel Project The next item on the agenda was to consider adoption of a Resolution Representative positions, approving changes to the restoration of an additional Police Officer I position Cody Sexton commented that on July 20, 2021 two Public Hearings were held to amend the FY 2021- 2022 budget and appropriate funding from the American Rescue Plan Act of 2021 (ARPA) grant in order to fund the Capital Projects Manager, Utility Clerk and the restored position of Police Officer I. Due to staff position, it has also need to create a Customer Service Representative position as well in the Finance Department. The Resol addresses all of these positions and gives permission to the Town Manager to classify the However, the not bind Staff to immediately fill them or fill them at all, but will allow Town Staff Council to fill the positions as they align departments. position, the addition to having a Capital Improvement Plan, the ARPA grant additional projects. Staff is waiting on the we move forward. Council Member Mullins seconded by Council Member Liles and carried by Adopted Resolution No. 2449 creating Capital Projects Manager, Utility Clerk, and positions, approving changes to the FY2022 7 Vote 4-0; Yeas (4) – Liles, Mullins, Stovall, Grose; Nays (0) – None; Absent (1) - McCarty. position Under Appointments to Boards/Commissions/ Committees, Council Member Stovall alternate member for Mayor Grose on the Roanoke Valley-Alleghany Regional Commission 2024 and Cody Sexton as an alternate member for Richard W. Peters for a term beginning August 17, 2021 and ending June 30, 2022; the motion was seconded by Council Member Mullins and carried by the following vote, with all members voting: Vote 4-0; Yeas (4) – Liles, Mullins, Stovall, Grose; Nays (0) – None; Absent (1) - McCarty. Council Member Mullins made a motion to Regional Cable TV Committee for a new three-year August 31, 2024; the motion was seconded by Council Member Stovall following vote, with all members voting: Vote 4-0; Yeas (4) – Liles, Mullins, Stovall, Grose; Nays (0) – None; Absent (1) - McCarty. Appointed Roanoke Valley- Commission August 17, 2021 and ending June 30, 2022 Reappointed Ray Sandifer to the Roanoke Valley Regional Cable TV Committee for a new three-year term beginning September 1, 2021 and ending August 31, 2024 Under reports from Council Committees, Anne Committee which met on August 9 Cantrell commented that the which at this time shows a great financial snapshot with a close to zero dollar revenue and expenditure in the General Fund. As of June 29th, the expenditures over revenue was $41.00. The Grant which is expected for reimbursable grants; the $433,000; the Capital Fund had net $949,000, which 2022 and the Stormwater Fund had a net revenue rolled forward for a grant match. The final report will be brought to Council for approval after the audit. The Committee reviewed the Grant Policy and the Walnut Avenue Right-of-Way Acquisition items that were on the agend legislative update on the State ARPA spending and 8 Waivers and approved a June Budget Transfer. The next Committee meeting with be September 27th at 2:00 p.m. Council made comments on the upcoming Macado’s Dog Days of Summer at Lancerlot and Meeting for the Vinton Zoning Ordinance Update on September 9th Center from 4-5:00 p.m. and 5:30-6:30 p.m. The Mayor made comments on the ribbon cutting for the Bank of Botetourt on August 19th at 9:30 a.m. with an open house to follow, the success of the National Night Out Event on August 3rd and the “A Penny for Your Thoughts” event. Council Member Liles made a motion to adjourn the meeting; the motion was seconded by Council Member Mullins and carried by the following vote, with all members voting: Vote 4-0; Yeas (4) – Liles, Mullins, Stovall, Grose; Nays (0) – None; Absent (1) APPROVED: ________________________________ Bradley E. Grose, Mayor ATTEST: ______________________________ Susan N. Johnson, CMC, Town Clerk Meeting Date September 21, 2021 Department Police Department Issue Certificate of Excellence presentation recognizing three Vinton Police Officers and a Finance Department employee for superior service while in the performance of their duties Summary On July 6, 2021, a juvenile ran away from his residence in the Town of Vinton. Officers from the Patrol Division, Criminal Investigations Division, Roanoke County Emergency Communications, and the United States Marshal’s Service took part in the search for the juvenile after an extended time. During the search, Vinton officers worked tirelessly long hours, traveled throughout our valley highways and railways, did business-to-business contacts in the City of Roanoke, and walked extensively throughout our greenways, alleyways, and creeks. It was evident that for a span of a few days, Vinton offices put their own private lives aside in the pursuit of finding a young juvenile and committed their time to ensuring his safe return home. Through extensive social media and community outreach, the juvenile came to the Vinton Police Department after he noticed the number of resources searching for him. While outside the Municipal Building, a town of Vinton employee recognized the juvenile, assessed the seriousness of the situation, and aided the juvenile by both connecting with him and communicating with our dispatch center. While waiting for an officer to arrive, the employee stayed with the juvenile; to ensure he would be safely meet with officers and reunite with his family. Chief Drumond will recognize the three Officers and Finance Department employees for their superior service. Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date September 21, 2021 Department Administration Issue Update on the Vinton Fire and Rescue Station #2 Summary Chief Travis Griffith, Roanoke County Chief of Fire & Rescue will be present at the meeting to give this update. Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date September 21, 2021 Department Administration Issue Consideration of public comments regarding the proposed granting of a lease to 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 the Vinton War Memorial identified as 060.16-06-33.00-000, all of which is located in the Town of Vinton, Virginia, said lease to be for a ten-month period with no more than four additional one-year renewal terms Summary VINDOS, LLC would like to continue leasing the parking lot formally used by the Old Library and adjacent to the War Memorial for the purpose of an overflow parking lot for patrons and employees for Macado’s. The initial term of the new lease agreement with VINDOS, LLC. will be for ten months with the option for up to four (4) one year periods and VINDOS, LLC., will be responsible for the ongoing landscaping and daily upkeep of the lot throughout the duration of the lease. This matter will be brought back to Council for action at their October 5, 2021. Attachments Draft Lease Agreement Recommendations Conduct Public Hearing Town Council Agenda Summary 1 PARKING LOT LEASE THIS LEASE AGREEMENT (“Lease”) is made and entered into this 18th day of August, 2021, by and between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation, herein “Town”, and VINDO’s, LLC., a Virginia corporation, herein “Tenant”. WITNESSETH: WHEREAS, Tenant operates a full-service Macado’s Restaurant at 800 East Washington Ave. in the Town of Vinton, Virginia; and WHEREAS, Tenant has used the Premises, as defined below, since 2016 for additional off street parking spaces for restaurant employees and patrons; and WHEREAS, Tenant desires to renew the lease to use the Premises, as defined below, as a small parking lot for its restaurant and Town agrees to renew the lease to provide Tenant with additional off street parking. NOW THEREFORE, in consideration of the premises and the mutual covenants exchanged herein, the parties agree that: 1. Town hereby agrees to lease to Tenant and Tenant hereby agrees to rent from Town the parking lot area lying between Meadow Street and the storm water detention basin situate on the War Memorial Property and further identified as a portion of Tax Map No. 060.16-06-33.00-000, located at 814 Washington Avenue, Vinton, Virginia, (the “Premises”). 2. Tenant shall pay to Town in advance, the sum of One Dollar ($1.00) each year as rent for the Premises, which shall be due on the Commence Date, for the initial term, and then on each July 1 thereafter for each renewal term. 3. Tenant agrees to regularly inspect the Premises and keep the asphalt in a condition reasonably safe for the passage of its patrons and the Premises free of trash and debris. 4. Tenant agrees to be responsible for other routine maintenance on the Premises including, but not limited to, snow removal, leaf removal, and lawn maintenance during the term of this Lease. 5. Tenant shall use the Premises exclusively for parking by employees and patrons of the restaurant. 2 6. Tenant agrees to indemnify, defend, and save harmless the Town from and against all liabilities, claims, expenses, costs, losses, and damages, including, but not limited to, reasonable attorney’s fees, arising from or in connection with this Lease and/or Tenant’s or any employee’s or patron’s use of the Premises. 7. The initial term of this Lease shall commence on August 18, 2021 (“Commencement Date”), and terminate on June 30, 2022 (“Termination Date”). The Lease shall renew itself automatically on the Termination Date and each anniversary of the Termination Date, on the same terms and conditions as stated herein, for no more than four additional one-year renewal terms, unless either party shall give notice of intention not to renew to the other party at least thirty days prior to the Termination Date or any anniversary of the Termination Sate. For clarity, this Lease shall terminate no later than June 30, 2026. 8. Tenant shall, at all times during the term of this Lease, maintain adequate liability insurance, reserves, and funding to compensate for bodily injury, personal injury, wrongful death and property damage or other claims including defense costs and other loss adjustment expenses arising out of or related to the Lease and/or Tenant’s or any employee’s or patron’s use of the Premises. At minimum, Tenant will carry at its sole cost and expense the following types of insurance: a. Commercial General Liability Insurance. Tenant shall maintain Commercial General Liability Insurance (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000 each accident/occurrence, $2,000,000 annual aggregate. CGL insurance shall be written on an approved ISO form for coverage in the Commonwealth of Virginia, and shall cover liability arising from premises, operations, independent users, products-completed operations, explosion/collapse, personal injury and liability assumed under insured contract. b. Worker’s Compensation Insurance and Employer's Liability Insurance. Tenant shall maintain the applicable statutory Workers’ Compensation Insurance, and Employer's Liability Insurance with a limit of at least $500,000 per accident/injury. c. Automobile/Motor Vehicle Liability Insurance. Tenant shall maintain Automobile Liability insurance with a limit of not less than $1,000,000 each accident, $2,000,000 aggregate. Such insurance shall cover liability arising from any motor vehicle as defined by Commonwealth of Virginia laws and shall include coverage for owned, hired and non-owned motor vehicles, as well as uninsured and underinsured motorists. Coverage shall be written on 3 an approved ISO Form for coverage in the Commonwealth of Virginia. This coverage is required only if the Licensee will be operating motor vehicles as a significant operation within, or directly associated with, Licensee's activities on the Property. d. All policies of insurance shall be issued in a form acceptable to Town by insurance companies licensed to conduct business in the Commonwealth of Virginia. Each policy shall be issued in the name of Tenant with Town listed as an additional insured. All policies shall contain a provision that company writing the policy shall give Town at least thirty (30) days’ notice in writing in advance of any cancellation, or lapse, or the effective date of any reduction in the amounts of insurance. Failure to comply with this clause shall constitute a material breach of this Lease and result termination of Tenant’s right to use the Premises. e. Prior to commencement of the Lease, Tenant shall furnish Town with Certificates of Insurance, in a format acceptable to Town, evidencing the insurance coverage required in this section. Any acceptance of insurance certificates by Town, or failure to request same, shall not limit or relieve Tenant of the duties and responsibilities assumed by it under this Lease. If Tenant fails to procure any such insurance, Town may procure such coverage and Tenant shall reimburse Town for its costs. f. Tenant hereby waives all rights of subrogation by any insurance company issuing policies carried by Tenant with respect to this Lease, Tenant’s use or occupancy of the Premises, or Tenant’s operations. 9. Tenant agrees that if he fails to observe or perform any of the conditions or covenants on his part to be observed or performed as set forth herein, and such default continues for thirty (30) days following the post marked date of a written notice of default from the Town, such written notice to be mailed by certified mail to Tenant at Post Office Box 509, Vinton, Virginia 24179, Town shall have the right to declare this Lease terminated, and upon so declaring the Town shall have the right to immediately enter and possess the Premises. 10. This Lease contains the entire agreement between the parties and may be changed only by a written amendment, signed by both parties. This lease shall be governed by the laws of the Commonwealth of Virginia. It shall not be assigned by Tenant without the prior written approval of the Town. 4 WITNESS the following signatures and seals: TOWN OF VINTON, VIRGINIA VINDOS, LLC By:_________________________________ By:__________________________________ Richard W. Peters, Jr. __________________________________ Town Manager Print Name and Title APPROVED AS TO FORM: ______________________________ Town Attorney Meeting Date September 21, 2021 Department Administration Issue Consider adoption of a Resolution authorizing the Town Manager to execute a Memorandum of Understanding between the City of Roanoke, Town of Vinton, Counties of Roanoke and Botetourt, World Triathlon Corporation and Roanoke Valley Convention and Visitors Bureau for the 2022 and 2023 Ironman 70.3 Race Support Services Summary The local governments of the City of Roanoke, the Town of Vinton, the County of Roanoke and the County of Botetourt have established an agreement to partner with the Roanoke Valley Convention and Visitors Bureau and the World Triathlon Corporation (WTC) to host the Visit Virginia’s Blue Ridge IRONMAN 70.3 again on June 5, 2022 and June 4, 2023. The MOU as presented has been established to identify the roles and responsibilities of the event organizers and the four local government, to include event liability protections and the reimbursement of any direct out-of-pocket expenses to the participating localities that are incurred in support of the event. Attachments Memorandum of Understanding Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary Page 1 of 18 MEMORANDUM OF UNDERSTANDING AMONG CITY OF ROANOKE, TOWN OF VINTON, COUNTY OF ROANOKE, COUNTY OF BOTETOURT, WORLD TRIATHLON CORPORATION, AND ROANOKE VALLEY CONVENTION AND VISITORS BUREAU REGARDING 2022 & 2023 IRONMAN 70.3 RACE SUPPORT SERVICES This Memorandum of Understanding (“Agreement”) is made and entered into by and among the City of Roanoke, (“Roanoke City”); the Town of Vinton, (“Vinton”); the County of Roanoke, (“Roanoke County”); and the County of Botetourt, (“Botetourt”), each of which is a political subdivision or municipality of the Commonwealth of Virginia, (the “Participating Localities”), World Triathlon Corporation, a Florida corporation d/b/a IRONMAN (“WTC”), and Roanoke Valley Convention and Visitors Bureau D/B/A Visit Virginia’s Blue Ridge, a Virginia nonstock corporation (“VVBR”). SECTION 1. BACKGROUND: World Triathlon Corporation, a Florida Corporation (“WTC”) and its subsidiaries own and operate IRONMAN 70.3 – branded events. VVBR has entered into an agreement with WTC for WTC to conduct an IRONMAN 70.3 triathlon annually within the geographical boundaries of the Participating Localities; VVBR has agreed to provide limited financial support, WTC staff housing, and facilitation services for the triathlon in exchange for WTC’s selecting Virginia’s Blue Ridge as the destination venue, all as more particularly set forth in such agreement. VVBR’s agreement with WTC shall in no way obviate or supersede WTC’s obligations to obtain requisite permits and licenses within each Participating Locality. WTC and VVBR have requested the Participating Localities’ assistance with the provision of support services for the triathlon events, and the Participating Localities are Page 2 of 18 willing to provide such services. The purpose of this Agreement is to set forth the parties’ responsibilities as they pertain to the support services to be provided by the Participating Localities for the 2022 and 2023 triathlon events (collectively, the “Event”), to be held in Virginia’s Blue Ridge on June 5, 2022 and June 4, 2023, respectively. SECTION 2. TERMS: A. VVBR’s Responsibilities: 1. Assign a staff member to serve as the point person to represent the Participating Localities in all matters regarding the Event. Such VVBR point person shall not have the authority to bind the Participating Localities without their express, written consent thereto. 2. Provide copies of all non-privileged or otherwise proprietary documentation, agreements, and other writings, whether in electronic format or otherwise, in VVBR’s possession, concerning the Event that is reasonably requested by the Participating Localities. 3. Serve as coordinator between WTC and the Participating Localities’ Police Departments, Fire and Rescue Departments, Parks and Recreation Departments, and administrative officials (i.e. City, County, and Town Managers and their designees) in all appropriate future Event planning. This includes and is not limited to, providing the Participating Localities reasonable advance notice of relevant meetings, being copied on relevant correspondence between VVBR and WTC concerning the Event, and being invited to participate in relevant conference calls concerning the Event. Page 3 of 18 4. VVBR agrees that it will not commit or otherwise pledge any specific resources or assistance from any of the Participating Localities to the Event without the prior express, written approval of the Participating Locality. 5. VVBR shall indemnify, protect, defend and hold harmless WTC and the Participating Localities, and each of their respective shareholders, affiliates, directors, officers, employees, contractors, subcontractors, volunteers, representatives, and agents from and against any and all claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments, and expenses, including without limitation, attorneys’ fees, court costs, and other legal expenses, arising out of, directly or indirectly, or in connection with: (i) any breach or alleged breach of any provision of this Agreement by VVBR or any representation or warranty made by the VVBR herein; or (ii) any negligent act or omission to act by VVBR , or any of its employees, servants, or agents. The obligations herein shall in full force and effect and shall survive the Termination Date of this Agreement. B. WTC’s Responsibilities: 1. WTC shall apply for and obtain a special event permit from each of the Participating Localities (“Special Event Permit”), if required by applicable law. 2. WTC agrees that each Participating Locality will not be required to provide support services outside of the borders of their respective locality, unless approved by each respective Participating Locality. Page 4 of 18 3. WTC shall, throughout the Term, obtain and maintain its own comprehensive general liability insurance, workers’ compensation and automobile liability insurance for the Event from an insurance company rated A or better by Moody’s or AM Best for, without limitation, any and all claims of bodily injury, death, property damage, and advertising liability, and any and all litigation, mediation and settlement costs, related to any claims for or by any Event participants, volunteers, referees, officials, scorekeepers, spectators, sponsors, and staff with a minimum combined single limit equal to but not less than two million U.S. dollars ($2,000,000.00) per occurrence for any one incident or accident, and not less than five million U.S. dollars ($5,000,000.00) in aggregate, statutory limits for workers’ compensation coverage which limits may be satisfied with any combination of primary and excess coverage; provided, that, any such excess coverage follows form of the primary coverage. WTC shall cause the Participating Localities to be named as additional insureds under the required insurance policies, by endorsement, in connection with the Event. The insurance provider’s certificate evidencing the foregoing required insurance must be provided to Participating Localities at least thirty (30) days prior to the date of the Event. 4. WTC shall indemnify, protect, defend and hold harmless VVBR and the Participating Localities, and each of their respective shareholders, affiliates, directors, officers, employees, contractors, subcontractors, volunteers, representatives, and agents from and against any and all claims, liabilities, Page 5 of 18 losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments, and expenses, including without limitation, attorneys’ fees, court costs, and other legal expenses, arising out of, directly or indirectly, or in connection with: (i) any breach or alleged breach of any provision of this Agreement by WTC or any representation or warranty made by WTC herein; or (ii) any negligent act or omission to act by WTC , or any of its employees, servants, agents or assigns. 5. WTC agrees that it will not commit or otherwise pledge any specific resources or assistance from any of the Participating Localities to the Event without the prior express, written approval of the Participating Locality. 6. WTC agrees that any route for the Event located within the Participating Localities’ jurisdictions are selected by the Participating Localities in consultation with WTC, and that such land is used in its AS IS condition. WTC acknowledges that the Participating Localities make no warranties or representations regarding the suitability of the land for the Event. WTC acknowledges that the Participating Localities prefer and prioritize the use of the Blue Ridge Parkway for the bike-race route. WTC acknowledges if the Blue Ridge Parkway is not available for the route, WTC and the Participating Localities will work to select an alternate route agreed to by all parties, which agreement will not be unreasonably be denied, delayed, or conditioned by any party. 7. WTC will reimburse the Participating Localities for any direct out-of-pocket costs reasonably incurred in the provision of support services associated Page 6 of 18 with the Event, provided, however, that any such costs and rates must be itemized and pre-approved in writing by WTC. For purposes of this subsection, electronic mail shall constitute requisite approval. For purposes of this Agreement, support services shall include, but not be limited to, EMS, fire, police, and such other services requested in writing by WTC from the Participating Localities to conduct the Event and itemized estimates of all such costs shall be provided to WTC within fourteen (14) days after its request for such support services or as soon thereafter as such estimates may be reasonably calculated and provided. The reimbursement described in this Section shall be paid by WTC within thirty (30) days after the later of (a) the Event or (b) the date WTC has been provided with itemized invoices for such reimbursement costs. C. The Participating Localities’ Responsibilities: With the respect to the Event, and at no cost to WTC (unless otherwise expressly stated below), Participating Localities shall, as the case may be, do, obtain, or provide (or cause to do, obtain, or provide) the following: 1. Assist in selection of an appropriate route for the triathlon; provided, however, the final route for the triathlon must be agreed to by all parties, which agreement will not unreasonably be denied, delayed or conditioned. 2. Once a route has been agreed upon by all parties, the Participating Localities will each create a list of landowners who own property adjacent and surrounding the route and shall provide such publicly available information to WTC and VVBR, which information may be used by WTC to Page 7 of 18 notify the property owners of the Event, at WTC sole cost, through WTC’s Traffic Impact Notice program. 3. Provide police assistance (with matters such as road closures and traffic and crowd control) through the Participating Localities’ Police or Sheriff’s Departments, where applicable. Prior to the Event WTC and the Participating Localities’ will use best efforts to mutually agree upon the scope of services and the rates to be paid by WTC (not to exceed the Participating Localities’ standard rates) for the police assistance to be provided by the Localities’ law enforcement personnel, including the localities’ standard overtime rates where applicable. The Participating Localities’ law enforcement personnel shall assist in providing assistance with road closures and traffic and crowd control, and as may further be provided in each of the Participating Localities’ special events permits. All road closures shall be subject to approval by the Participating Localities’ governing bodies, where applicable. As stated above in Section 2.B.2, law enforcement personnel will be assigned to provide assistance under this Section within their respective home jurisdictions unless otherwise agreed by the Participating Locality. 4. Provide emergency services for police and firefighting services through the Participating Localities’ Police, Fire, and Rescue Departments, and as may further be provided in each of the Participating Localities’ Special Events Permits. Page 8 of 18 5. Provide reasonable assistance to WTC in securing any necessary parks and other locations within each Participating Localities’ jurisdiction for the purpose of storing materials and related equipment in connection with the Event. 6. Provide various reasonable resource needs to WTC associated with the Participating Localities’ Parks and Recreation Departments. 7. The parties acknowledge that there may be additional responsibilities and obligations of the Participating Localities that are unique and specific to each Participating Locality that are not included herein, which may be included in the Special Event Permit WTC will be required to have with each Participating Locality. These additional terms will be discussed by the Participating Localities with WTC and VVBR closer to the Event as part of the planning process. SECTION 3. TERMINATION: Each of the Participating Localities reserves the right to withdraw their support, and cancel their participation in the agreement, prior to the Event, at any time, if WTC fails to submit information required to obtain a Special Event Permit or otherwise fails to reasonably fulfill any of its responsibilities, as set forth in Section 2B of this Agreement, after notice to WTC and providing WTC with thirty (30) days from the date of WTC’s receipt of written notice to cure such breach, which breach shall be described in detail in such notice. SECTION 4. MODIFICATION: Page 9 of 18 This Agreement may only be modified in writing from time to time as deemed mutually desirable and acceptable to all parties, except the contact information, which may be modified as provided in Section 5. SECTION 5. NOTICE: Any notice, statement, or demand required or permitted to be given hereunder by either party to the other shall be in writing and shall be given personally or by courier, by overnight delivery service, by certified mail, return receipt requested, postage prepaid, or by confirmed (either machine or personal) facsimile transmission, addressed to the recipient as follows: Notices to Roanoke City shall be addressed as follows: Robert S. Cowell, Jr. Roanoke City Manager Noel C. Taylor Municipal Building, Suite 364 215 Church Avenue, SW Roanoke, VA 24011 Telephone: 540-853-8333 Email: bob.cowell@roanokeva.gov Notices to Roanoke County shall be addressed as follows: Daniel R. O’Donnell Roanoke County Administrator 5204 Bernard Drive, Suite 402 Roanoke, VA 24018 Telephone: 540-772-2017 Email: dodonnell@roanokecountyva.gov Notices to Vinton shall be addressed as follows: Richard W. Peters, Jr. Town Manager 311 S. Pollard St. Vinton, VA 24179 Telephone: 540-983-0607 Email: rpeters@vintonva.gov Notices to Botetourt County shall be addressed as follows: Gary P. Larrowe Page 10 of 18 County Administrator 57 South Center Dr., Ste. 200 Daleville, VA 24083 Telephone: 540-928-2006 Email: glarrowe@botetourtva.gov Notices to VVBR shall be addressed as follows: Landon C. Howard President 101 Shenandoah Avenue NE Roanoke, VA 24016 Telephone: 540-342-6025 Email: lhoward@visitvbr.com Notices to WTC shall be addressed as follows: Attn: Chief Legal Officer 3407 W. Dr. Martin Luther King Jr. Blvd, Suite 100 Tampa, FL 33607 Telephone: 813-868-5940 Email: legal@ironman.com A party may modify its own contact information set forth in this section by giving notice to the other parties at the addresses set forth in this section. SECTION 6. EFFECTIVE DATE AND TERMINATION: This Agreement shall become effective as of the date when all parties have signed it, and shall remain in effect until the date that is thirty (30) days after 2023 Event, unless this Agreement is sooner terminated in accordance with the terms of this Agreement (the “Term”). SECTION 7. GOVERNING LAW; VENUE: This Agreement shall be governed in accordance with the laws of the Commonwealth of Virginia, excluding its choice of law provisions. The exclusive venue for any dispute arising out of this Agreement shall be in the state and federal courts located in the City of Roanoke, Virginia, and each party consents to the exclusive jurisdiction of such courts. Page 11 of 18 SECTION 8. FORCE MAJEURE: None of the parties to this Agreement shall be liable for failure to perform under this Agreement if such failure arises out of causes beyond control, and without the fault or the negligence of said party. Such causes may include, but are not restricted to, Act of God or the public enemy, fires, floods, epidemics, pandemic, public health emergency, quarantine restrictions, freight embargoes, and unusually severe weather. In every case, however, a failure to perform must be beyond the control and without the fault or the negligence of said party. SECTION 9. COVID-19 COMPLIANCE: VVBR, WTC, their employees, agents, successors, and assigns shall comply with state and federal laws, regulations, standards-of-industry, executive orders, and orders of public health agencies concerning the COVID-19 declared state of emergency with regard to the Event. The Participating Localities intend to protect the health and safety of their employees, agents, contractors, citizens, and others in the course of planning for and providing a venue and assistance for the Event. The COVID-19 pandemic is a rapidly evolving event. Mandates are based on the best available guidance at the time of issuance and are subject to change at any time. The parties will defer to ongoing guidance from the Virginia Department of Health (VDH), the Centers for Disease Control (CDC), and the Virginia Department of Labor and Industry (DOLI). The Parties to this Agreement shall confer regularly, but no less often than bi-weekly, regarding updated public health compliance requirements for the Event. SECTION 10. ENTIRE AGREEMENT: This Agreement, including any exhibits hereto, embodies the complete agreement of the parties hereto with respect to the subject matter described herein, and supersedes Page 12 of 18 all oral or written previous or contemporary agreements or understandings between the parties relating to any of the matters herein, except to the extent additional terms and conditions may be included in the Special Event Permits each of the Participating Localities will have with WTC. To the extent additional terms and conditions are contained in the Special Events Permits, such terms and conditions will not contradict the terms of this Agreement. For the avoidance of doubt, the parties’ Memorandum of Understanding regarding the 2021 Event shall remain in full force and effect in accordance with its terms. [remainder of page intentionally blank] Page 13 of 18 IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized representatives. THE CITY OF ROANOKE Date: _______________ ____________________________________ By: Robert S. Cowell, City Manager COMMONWEALTH OF VIRGINIA ) City of Roanoke ) to-wit: The foregoing instrument was acknowledged before me this _____ day of ___________, 2021, by Robert S. Cowell, the City Manager for the City of Roanoke, Virginia, for and on behalf of the City of Roanoke, Virginia. My commission expires:__________________ ______________________________________ Notary Public Registration No. ________________________ [remainder of page intentionally blank] Page 14 of 18 THE TOWN OF VINTON Date: _______________ ____________________________________ 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., the Town Manager for the Town of Vinton, Virginia, for and on behalf of the Town of Vinton, Virginia. My commission expires:__________________ ______________________________________ Notary Public Registration No. ________________________ [remainder of page intentionally blank] Page 15 of 18 THE COUNTY OF ROANOKE Date: _______________ ____________________________________ 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, the County Administrator for the County of Roanoke, Virginia, for and on behalf of County of Roanoke, Virginia. My commission expires:__________________ ______________________________________ Notary Public Registration No. ________________________ Approved to form: ________________________________ Office of the Roanoke County Attorney [remainder of page intentionally blank] Page 16 of 18 THE COUNTY OF BOTETOURT Date: _______________ ____________________________________ By: Gary Larrowe, County Administrator COMMONWEALTH OF VIRGINIA ) County of Botetourt ) to-wit: The foregoing instrument was acknowledged before me this _____ day of ___________, 2021, by Gary Larrowe, the County Administrator for the County of Botetourt, Virginia, for and on behalf of County of Botetourt, Virginia. My commission expires:__________________ ______________________________________ Notary Public Registration No. ________________________ [remainder of page intentionally blank] Page 17 of 18 ROANOKE VALLEY CONVENTION AND VISITOR’S BUREAU, D/B/A VISIT VIRGINIA’S BLUE RIDGE Date: _______________ ____________________________________ By: Landon C. Howard, President COMMONWEALTH OF VIRGINIA ) City/County of __________________ ) to-wit: The foregoing instrument was acknowledged before me this ____ day of ___________, 2021, by Landon C. Howard, President of Roanoke Valley Convention and Visitors Bureau D/B/A Visit Virginia’s Blue Ridge, for and on behalf of Roanoke Valley Convention and Visitors Bureau D/B/A Visit Virginia’s Blue Ridge. My commission expires:__________________ ______________________________________ Notary Public Registration No. ________________________ [remainder of page intentionally blank] Page 18 of 18 WORLD TRIATHLON CORPORATION Date: _______________ ____________________________________ By: Shane Facteau, Chief Operating Officer STATE OF FLORIDA ) County of __________________ ) to-wit: The foregoing instrument was acknowledged before me this _____ day of ___________, 2021, by Shane Facteau, Chief Operating Officer of World Triathlon Corporation, for and on behalf of World Triathlon Corporation. My commission expires:__________________ ______________________________________ Notary Public Registration No. ________________________ [remainder of page intentionally blank] 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, SEPTEMBER 21, 2021, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA. WHEREAS, the local governments of the City of Roanoke, the Town of Vinton, the County of Roanoke and the County of Botetourt desire to partner with the Roanoke Valley Convention and Visitors Bureau and the World Triathlon Corporation (WTC) to host the Visit Virginia’s Blue Ridge IRONMAN 70.3 on June 5, 2022 and June 4, 2023; and WHEREAS, the VVBR IRONMAN 70.3 is a world class elite level triathlon that will feature swimming, bicycling and running and will attract visitors from all over the United States and the World, introducing thousands of visitors to our local communities; and WHEREAS, the event will take place or travel through portions of each of the four localities, thereby requiring the local governments to assist and support the event with staff, use of facilities, the closing certain public roads and providing for the participants and spectators public safety; and WHEREAS, WTC and the event organizers agree to properly insure, indemnify, protect, defend and hold harmless the participating localities while working on behalf of the event; and WHEREAS, WTC agrees to reimburse the participating localities for any direct out-of-pocket expenses that are incurred in support of the event. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Memorandum of Understanding is hereby approved in a form substantially similar to the one presented to Council and approved by the Town Attorney. 2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and then deliver the Memorandum of Understanding and any other necessary documents in furtherance of the same. This Resolution adopted on motion made by _________________________, seconded by ______________________________, with the following votes recorded: AYES: NAYS: 2 APPROVED: ____________________________________ Bradley E. Grose, Mayor ATTEST: ______________________________________ Susan N. Johnson, CMC, Town Clerk Meeting Date September 21, 2021 Department Finance/Treasurer Issue Consider adoption of a Resolution approving new Grant Policies and Procedures Summary During the Preliminary Audit Procedures, the Town’s external auditors brought to management’s attention that the Town needed to formally adopt a grant policy to ensure compliance with federal rules and regulations regarding grant monies. The Town staff quickly worked to develop a policy based on recommended policies from other localities in Virginia. This policy will help to ensure consistent procedures across multiple departments and define roles and responsibilities for grant reporting and compliance. The Finance Committee reviewed the Grant Policy at their August 7, 2021 meeting and Council was briefed at their August 17, 2021 meeting. Attachments Grant Policies and Procedures Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary 1 Town of Vinton, Virginia Grant Policies and Procedures Purpose and Definition: The purpose of the grant policies and procedures outlines in this document is to ensure proper oversight of all funds appropriated to the Town, to minimize the Town’s risk of non- compliance with grant requirements, and to ensure proper administration and accounting of all grants. For the purpose of this policy, a grant is defined as follows: An award of financial assistance in the form of money or property by a funding source outside of the Town of Vinton to include the federal government, state government, other local governments, non-profit agencies, private businesses and/or citizens that the Town has the ability to accept or reject. Responsibility: The Town Manager authorizes the Finance Department to promulgate any procedures that minimize the Town’s risk for non-compliance with grant requirements and for providing support to requesting departments. The Finance Department will maintain a back-up file for all grants in order to facilitate management reporting and overall monitoring. The required central grant file will be maintained by the department seeking grant funds and must be retained in accordance with Library of Virginia retention standards. For Federal Grants, the department managing the grant should ensure compliance with the Federal Office of Management and Budget (OMB) general requirements and any other requirements specified by the grant conditions or funding source. The Finance Department will review expenditures for obvious non-compliance and will act as a liaison with independent auditors, but may direct questions regarding grant compliance to the department contact. Unless otherwise directed by the granting authority, departments shall utilize Title 2, Subtitle A, Chapter II, Part 200 (2 CFR § 200 et seq.) for Federal Grant Compliance. Grant Application Procedures: 1. Department heads are required to inform the Finance Department prior to the submission of any grant application. The department applying for the grant should provide the narratives, specifics and technical verbiage for the grant application as well as the assumption of responsibility for fulfilling grant requirements. The Finance Department may develop a form to be completed by the department to collect this information. All grant awards should be immediately reported to the Director of Finance. Department heads are responsible for all interim and final reporting requirements and for the monitoring of special conditions for any grants received in their department. 2 Grant Application Procedures: (Continued) 2. Any grant pertaining to technology will be required to complete a Roanoke County Technology Service Request (TSR) and forward it to the Roanoke County Communication and Information Technology Department (CommIT) before applying for the grant. CommIT must make assurances that any equipment/software purchased will be technologically compatible and can be supported in years to come. 3. The Finance Department will work with the departments to ensure the availability of funds for match requirements. For grant applications where a Council report has not been submitted within a reasonable time, the Finance Department will follow up with the department to see that proper Council procedures are followed. 4. If the grant is incorporated into the Adopted Town of Vinton Budget and appropriated, then no additional Council approval is required for the application and acceptance of the grant. However, supporting documentation to assist in the monitoring of the grant should still be forwarded to the Finance Department. 5. All grant award acceptances must have approval from the Town Manager and the Town Council, under the provisions of this policy. In order for an item to be considered for a Council Meeting, the department must forward the Council Cover Sheet, Resolution, and any additional documentation needed to the Town Clerk in accordance with Council Meeting procedures. 6. In the event that a grant application is denied by the grantor, a copy of the letter of denial shall be forwarded to the Finance Department for its records. Grant Acceptance Procedures: 1. Whenever possible, requests for grants of a recurring nature should be submitted to the Finance Department through the normal budget process that must be approved by the Town Council. 2. The grant award letter/acceptance agreement will be forwarded to the Finance Department. If deemed necessary, the Finance Department may forward the grant award letter/agreement to the Town Attorney for legal review of any clauses or special grant conditions to ensure compliance with particular federal or state laws and regulations. 3. Upon receiving notification of award acceptance, the Finance Department will assign the next available General Ledger codes and the department managing the grant will be notified. 4. In order for expenditures to be processed against a grant, a budget appropriation must be established through Council action. The department requesting a grant will prepare the Council package unless the grant has already been approved by the Town Council during the annual budget process. 3 Grant Acceptance Procedures: (Continued) 5. For reimbursable grants, all reimbursement requests should be copied and forwarded to the Finance Department, noting the applicable account code for the receipting of funds. 6. Departments must immediately notify the Finance Department if: a. There is a subsequent alteration in the funding configurations; b. There is a subsequent alteration in the Town’s financial obligation; c. Grant funds will be carried forward into the next fiscal year; d. There is any notification that the grant will be terminated. 7. Departments are responsible for ensuring that all funds are expended or encumbered prior to the end of the grant period in order for funds to be used adequately and not lost in future award periods. Grant Monitoring and Reporting: 1. Monitoring of Grants a. Departments are responsible for the continuous monitoring of the financial status of grants. The Finance Department will provide departments with ERP Software access and network drive access to monthly financial reports for such monitoring. Departments must review the monthly financial reports and notify the Finance Department promptly of any discrepancies noted and/or additional reports needed. b. Line item budget amendments must be approved prior to grant expenditures being made in order to avoid lost grant funds when/if amendments are denied. Line items can go negative as long as the grant account is not negative in total. However, the department should remember that expenditures must be reported to the grantor by line item and must be allowable in the line item reported and spent. c. Departments must also monitor grants for compliance with all applicable federal, state, and local regulations and ensure that grant expenditures are in compliance with grant procurement policies and procedures. For example, equipment procured with grant funds must be disposed of in accordance with the terms of the grant and OMB Circular A-87 requires payroll costs to be supported properly based on the percentage worked on the grant. Federal grants must meet the requirements set out in OMB Circulars A-87, A-102 and A-133 or the Uniform Grant Guidance, as applicable. Departments should contact the Finance Department if assistance is needed with specific compliance issues. 4 Grant Monitoring and Reporting: (Continued) 2. Grant Reporting a. The requesting department is responsible for providing financial reports to grantors. b. Departments handling grant reporting are responsible for complying by the due dates with all reporting requirements of the grant including financial reporting and reimbursement requests. All reimbursement requests should be copied and forwarded to Finance, with applicable general ledger number, for review. c. Timely requests for reimbursements are crucial to maximize the financial benefits of the grants to the Town. Grant reimbursements should be completed in a timely manner and in accordance with the requirements of the grant. Indirect Costs: Grant applicants may request indirect costs if the application guidelines do not require a federally approved indirect cost rate and the indirect costs are allowed in the grant. Departments should contact the Finance Department for assistance with identifying and calculating indirect costs for inclusion in the grant applications. These funds may be used by the Finance Department to offset costs in overseeing the grant including staff time, external audit expenditures, etc. New Personnel: Any new personnel positions to be created as a result of grant funding must be approved by the Town Manager and properly classified by the Human Resources Director. Departments are to promptly notify Payroll at the start of a new grant period for coding changes needed for those employees being charged to grants since the grant codes may change with each new award year. (Note: Coding changes are noted on the personnel status forms turned into Human Resources by the applicable departments.) Where employees are 100% federally funded by a grant, salaries and wages will be supported by semi-annual certifications stating that the employee worked solely on that program for the period covered by the certification. The certification must be signed by the supervisory official having firsthand knowledge of the work performed by the employee. Where employees are partially federally funded, their daily tasks must be listed on daily activity logs provided by the grantor to support the percentage of time spent working on the grant. Distribution percentages determined before the services are performed do not qualify as support for charges to Federal awards. For example, someone working 75% out of federal funding and 25% out of local funding must complete the daily activity log to substantiate the percentages. 5 Classification of Grant Revenue All federal, state and local grant revenue should be receipted as revenue as opposed to as expenditure refunds in order to be in compliance with approved grant policies. Budgets of expenditures for revenues received are obtained through Council action as previously described above. Year-End Procedures Indicate clearly on July and August check payable requests and credit card logs which fiscal year they are applicable to. Only goods and services received or performed prior to June 30th will be posted back to the prior year. Reconcile July and August expenditures promptly since these adjustments can only be made until August 15th, due to audit timing and materiality of expenditures. Ensure all funds are correctly expended or encumbered prior to the end of the grant period in order for funds to be adequately used and not lost in future award periods. Financial Management Standards: (§ 200.300 - § 200.309) The standards for financial management are found at 2 CFR § 200.302. Among other mandates, a selection of the required standards provide for the following: 1. Identification a. Identification, in its accounts, of all Federal awards received and expended and the Federal programs under which they are received. Federal program and Federal award identification must include, as applicable, the Assistance Listings title and number, Federal award identification number and year, name of Federal agency, and, if applicable, name of pass-through entity. The Town uses a separate fund on the General Ledger to identify grants. 2. Financial Reporting & Accounting Records a. Accurate, current and complete disclosure of the financial results of each federal award programs must be made in accordance with the requirements of 2 CFR § 200.328 and 200.329, the financial reporting requirements set forth in the Government Accounting Standards Board (GASB) on the Schedule of Federal Awards (SEFA), and with Generally Accepted Accounting Principles (GAAP). The Town complies with this standard in the preparation of its Annual Report. Procurement: (§ 200.318 - § 200.326) The Town maintains a local Procurement Policy that complies with the Virginia Public Procurement Act (VPPA). In addition to the Town’s procurement policy and State code, purchasing with federal funds shall comply with the applicable subsections Subpart D of Part 200, including the following limited selection: 6 1. § 200.318 General Procurement Standards a. The Town must use its own documented procurement procedures, consistent with applicable State and local regulations, for the acquisition of property or services, which procurement procedures must conform to applicable Federal law and the standards identified in 2 CFR § 200317 through 200.327. b. The Town must maintain oversight to ensure that contractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders. c. The Town must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. i. Such conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. ii. The officers, employees, and agents of the Town may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, the Town may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. iii. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Town. iv. The current Standards of Conduct are documented in the Town’s Employee Handbook and in the State and Local Government Conflict of Interests Act, Va. Code §§ 2.2-3100 through 2.2-3132. d. The Town’s procedures must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. 7 Procurement: (§ 200.318 - § 200.327) (Continued) e. To foster greater economy and efficiency, and in accordance with efforts to promote cost-effective use of shared services across the Federal Government, the Town is encouraged to enter into state and local intergovernmental agreements or inter-entity agreements where appropriate for procurement or use of common or shared goods and services. f. The Town is encouraged to use Federal excess and surplus property in lieu of purchasing new equipment and property whenever such use is feasible and reduces project costs. g. The Town is encouraged to use value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. Value engineering is a systematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall lower cost. h. The Town must award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. See also 2 CFR § 200.214 Suspension and debarment. i. A copy of the required certification related to the suspension and disbarment of the vendor MUST be obtained before any funds are spent. This copy must be kept with the grant central file, and be available for Town auditors, when requested. This information is available on the System for Award Management web page and can be accessed at the following address: http://www.sam.gov/. You will see a message showing whether or not your vendor is excluded. Please print this screen and save in your grant file to show compliance with this requirement. If the vendor is excluded, you may NOT purchase for that source. i. The Town must maintain documentation sufficient to detail the history of procurement. These records will include, but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejections, and the basis for the contract price. j. The Town may use a time and materials type contract only after a determination that no other contract is suitable and the contract includes a ceiling price that the contractor exceeds at its own risk. 8 Procurement: (§ 200.318 - § 200.327) (Continued) k. The Town alone must be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. 2. § 200.319 Competition a. All procurement transactions must be conducted in a manner providing full and open competition consistent with the standards of this section and §200.320. The Town shall eliminate unfair competitive advantage. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: i. Placing unreasonable requirements on firms in order for them to qualify to do business; ii. Requiring unnecessary experience and excessive bonding; iii. Noncompetitive pricing practices between firms or between affiliated companies; iv. Noncompetitive contracts to consultants that are on retainer contracts; v. Organizational conflicts of interest; vi. Specifying only a “brand name” product instead of allowing “an equal” product to be offered and describing the performance or other relevant requirements of the procurement; and vii. Any arbitrary action in the procurement process. b. The Town must conduct procurements in a manner that prohibits the use of statutorily or administratively imposed state or local geographical preferences in the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion providing its application leave an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. c. The Town must have written procedures for procurement transactions. d. The Town must ensure that all prequalified lists of persons, firms, or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. Also, the Town must not preclude potential bidders from qualifying during the solicitation period. 9 Procurement: (§ 200.318 - § 200.327) (Continued) e. Noncompetitive procurements can only be awarded in accordance with §200.320(c). 3. § 200.320 Methods of procurement to be followed The Town must use one of the following methods of procurement: Informal Procedures a. Small Purchase Thresholds. i. The Town has established small purchase thresholds in its written procurement policies. The Town may use informal purchase procedures up to the maximum amount established in those written procurement policies, consistent with State law. The maximum amount for which the Town may use small purchase procedures shall be known as the Simplified Acquisition Threshold for the purposes of this policy. The Town’s small purchase procedures also shall establish the micro-purchase threshold, below which the Town need not solicit competitive price or rate quotations. b. Procurement by micro-purchases. i. Procurement by micro-purchases is the acquisition of supplies or services, the aggregate dollar amount of which does not exceed the micro-purchase threshold. To the extent practicable, the Town must distribute micro-purchases equitably among qualified suppliers. Micro-purchases may be awarded without soliciting competitive quotations if the Town considers the price to be reasonable. c. Procurement by small purchase procedures. i. For purchases above the micro-purchase threshold, the Town shall obtain the number of informal quotes required under the Town’s written purchase procedures. A copy of these quotes must be kept with the grant master file in the department. Procedures must be consistent with the Town’s procurement policy for purchases not to exceed the Simplified Acquisitions Threshold. Purchases over the Simplified Acquisitions Threshold must follow formal procedures. Formal Procedures d. Competitive sealed bidding. i. Competitive sealed bidding may be used consistent with the Town’s procurement policy. 10 Procurement: (§ 200.318 - § 200.327) (Continued) e. Competitive Negotiation (competitive proposals). i. Competitive negotiation may be used consistent with the Town’s procurement policy. ii. Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Any response to publicized requests for proposals must be considered to the maximum extent practical. iii. Proposals must be solicited from an adequate number of qualified sources. iv. The Town must have a written method for conducting technical evaluations of the proposals received and for selecting recipients. v. Contracts must be awarded to the responsible firm whose proposal is most advantageous to the program, with the price and other factors considered. vi. The Town may use competitive proposal procedures for qualifications-based procurement of architectural/engineering (A/E) professional services whereby competitors’ qualifications are evaluated and the most qualified competitor is selected, subject to negotiation of fair and reasonable compensation. The method, where price is not used as a selection factor, can only be used in the procurement of A/E professional services. It cannot be used to purchase other types of services through A/E firms. Noncompetitive Procurement f. Noncompetitive Procurement can be used in the following situations: i. The item is available only from a single source; ii. The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; iii. The federal awarding agency or pass-through entity expressly authorized noncompetitive proposals in response to a written request from the Town; or iv. After solicitation of several sources, competition is determined inadequate. 4. § 200.321 Contracting with small and minority businesses, women’s business enterprises, and labor surplus area firms a. The Town must take all necessary affirmative steps to assure that minority business, women’s business enterprises, and labor surplus area firms are used when possible. Affirmative steps must include: i. Placing qualified small and minority businesses, and women’s business enterprises on solicitation lists; 11 Procurement: (§ 200.318 - § 200.327) (Continued) ii. Assuring that small and minority businesses, and women’s business enterprises are solicited whenever they are potential sources; iii. Dividing total requirements; when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises; iv. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises; v. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency or the Department of Commerce; and vi. Requiring the prime contractor, if subcontracts are the be let, to make the affirmative steps listed in i. – v. above. 5. § 200.322 Domestic Preferences for procurements. As appropriate and to the extent consistent with law, the Town should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. 6. § 200.323 Procurement of recovered materials The Town must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. Please see 2 CFR § 200.323 for further information. 7. § 200.324 Contract cost and price a. The Town must perform a cost or price analysis in connection with every procurement action in excess of the Simplified Acquisition Threshold including contract modifications. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation, but as a starting point, the Town must make independent estimates before receiving bids or proposals. 12 Procurement: (§ 200.318 - § 200.327) (Continued) b. The Town must negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor’s investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. c. Costs or prices based on estimated costs for contracts under the Federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the Town under Subpart E – Cost Principles of this part. The Town may reference its own cost principles that comply with the Federal cost principles. d. The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used. 8. § 200.325 Federal Awarding agency or pass-through entity review Records and documentation must be made available to the Federal awarding agency or the pass-through entity, upon request. Please see 2 CFR § 200.325 for further information. 9. § 200.326 Bonding Requirements For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Threshold, the Federal awarding agency or pass-through entity may accept the bonding policy and requirements of the Town provided that the Federal awarding agency or pass-through entity has made a determination that the Federal interest is adequately protected. If such a determination has not been made, the minimum requirements for bid bonds, performance bonds, and payment bonds are those set out in 2 CFR §§ 200.325(a) through 200.325(c). 10. § 200.327 Contract Provisions Town contracts must contain the applicable provisions described in Appendix II to Part 200 – Contract Provisions for non-Federal Entity Under Federal Awards. Town Administration Exemption The Town Manager may exempt any grants from the local requirements of this policy at his/her sole discretion. Adopted by Vinton Town Council on , 2021 by Resolution No. RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, SEPTEMBER 21, 2021, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA. WHEREAS, during the Preliminary Audit Procedures, the Town’s external auditors brought to management’s attention that the Town needed to formally adopt a grant policy to ensure compliance with federal rules and regulations regarding grant monies; and WHEREAS, Town Staff has developed Grant Policies and Procedures based on recommended policies from other localities in Virginia which will help to ensure consistent procedures across multiple departments and define roles and responsibilities for grant reporting and compliance; and WHEREAS, the Finance Committee of the Vinton Town Council reviewed the proposed Policy at their meeting on August 7, 2021 and recommended that the Policy be adopted; and WHEREAS, the Vinton Town Council was briefed on the Policy at its meeting on August 17, 2021. NOW THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the Grant Policies and Procedures to become effective immediately. 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 Meeting Date September 21, 2021 Department Planning and Zoning Issue Consider adoption of a Resolution accepting the Assignments of Rights to purchase portions of the following real estate Tax Parcel Nos. 060.14-02-19.00-0000, 060.15-02-01.01-0000, and 060.14-02- 17.00-0000, located in the Town of Vinton, and authorizing the exercise of the Assignment and closing on the portions of the properties along Walnut Avenue for the Walnut Avenue Bicycle and Pedestrian Accommodations Project from 5th Street to the Town’s West Limits Summary In order to construct the proposed bicycle and pedestrian accommodations along Walnut Avenue, additional right-of-way and temporary construction easements are needed involving three properties. The project will significantly improve pedestrian access and safety along Walnut Avenue, provide for safer bicycle accommodations, and complete a connection for the Town of Vinton’s Glade Creek Greenway and the City of Roanoke’s Tinker Creek Greenway. The construction project is funded by the Virginia Department of Transportation (VDOT) Surface Transportation Block Grant (STBG) funds. The construction bid is scheduled to be advertised by late fall 2021. There are three properties involved with two separate property owners including: • Viking Fence Company, Inc. - which includes Bob’s Restaurant and Viking Fence Company’s Office Building, 1004 Walnut Avenue, Tax Parcel 060.14-02-19.00, and Viking Fence Company’s storage lot, 0 Walnut Avenue, Tax Parcel 060.15-02-01.01. • Nilam Corporation - which contains Alvaro’s Market, 1002 Walnut Avenue, Tax Parcel 060.14-02-17.00. Attachments Deed of Easement and supporting documents-Viking Fence Company, Inc. Deed of Easement and supporting documents-Nilam Corporation Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary 1 Prepared by: Mark C. Popovich (VSB No. 46414) Guynn, Waddell, Carroll & Lockaby P.C. 415 South College Avenue Salem, Virginia 24153 Tax Parcel IDs.: 060.14-02-19.00-0000 and 060.15-02-01.01-0000 Title Ins.: Unknown to preparer. Consideration: $21,850.00 Exempt from recordation taxes and fees pursuant to Sections 58.1-811(A)(3) and 17.1- 279(E) of the Code of Virginia, 1950, as amended. DEED OF EASEMENT RIGHT OF WAY AND TEMPORARY CONSTRUCTION THIS DEED OF EASEMENT is dated as of this _______ day of _________, 2021, by and between the VIKING FENCE COMPANY, INC., a Virginia corporation (“Grantor”) and the TOWN OF VINTON, VIRGINIA, a political subdivision of the Commonwealth of Virginia (“Grantee”). WITNESSETH: WHEREAS, the Grantor is the sole owner of the properties shown on those certain plats attached hereto as Exhibit A and Exhibit B, having acquired said properties by deeds recorded in Deed Book ____, Page _____ and Deed Book ______, Page _____ among the land records of Roanoke County, Virginia; and WHEREAS, it is the desire and intent of the Grantor to grant and convey unto the Grantee a variable width right of way easements and temporary construction easements upon said properties as shown on those certain plats referenced herein. NOW, THEREFORE, for and in consideration of the sum of Twenty-One Thousand Eight Hundred Fifty Dollars ($21,850.00) and the covenants herein contained, the Grantor does hereby grant and convey unto the Grantee, its successors and assigns, the following right-of-way and temporary construction easements: TAX PARCEL ID 060.14-02-19.00-0000 A variable width right of way and temporary construction easement consisting of 2,133 and 5,022 square feet, respectively, as designed as the “Acquired Right-of-Way” and 2 “New TCE” as shown on the plat entitled “Plat Showing Temporary Construction Easement and Public Street Right-of-Way to be Acquired From Viking Fence Company, Inc., Being Situated at 1004 Walnut Ave., Town of Vinton, Virginia” at a scale of 1” = 50’, dated October 30, 2020, and prepared by Mattern & Craig, Engineers and Surveyors, which plat is attached hereto as Exhibit A. TAX PARCEL ID 060.15-02-01.01-0000 A variable width right of way and temporary construction easement consisting of 2,027 and 2,261 square feet, respectively, as designed as the “Acquired Right-of-Way” and “New 20’ TCE” as shown on the plat entitled “Plat Showing Temporary Construction Easement and Public Street Right-of-Way to be Acquired From Viking Fence Company, Inc., Being Situated at 0 Walnut Ave., Town of Vinton, Virginia” at a scale of 1” = 50’, dated October 30, 2020, and prepared by Mattern & Craig, Engineers and Surveyors, which plat is attached hereto as Exhibit B. Said temporary construction easements shall be for the purpose of providing a temporary staging work area, as well as construction site access required to construct right-of-way improvements. Said easement is subject to the following conditions: 1. The Grantee and its agents shall have full and free use of the temporary construction easement for the purposes named herein and shall have all rights and privileges reasonably necessary to the utilization of the temporary construction easement. 2. The term of the temporary construction easement shall be for such period of time as is necessary for the Grantee to complete its construction project and the Grantee agrees that the work shall be pursued as diligently and expeditiously as reasonably possible. 3. The Grantee agrees to repair or to pay for any actual damage caused by the Grantee in the exercise of any of the rights granted herein, to the extent required by law; provided, however, that the Grantee shall not be liable for any damages caused in the temporary construction easement by the clearing of any obstacles or obstructions that interfere with the Grantee’s use of the easement as set forth herein. 3 4. At the conclusion of all construction work, the Grantee shall restore the area of the temporary construction easement to its state and condition immediately prior to the commencement of the project. THIS DEED HAS BEEN PREPARED WITHOUT BENEFIT OF A FULL TITLE REPORT AND NO REPRESENTATION AS TO THE STATE OF TITLE IS MADE BY THE ATTORNEY PREPARING THIS DEED. GRANTOR: VIKING FENCE COMPANY, INC. ________________________________ COUNTY OF ROANOKE, COMMONWEALTH OF VIRGINIA, to wit: The foregoing instrument was acknowledged before me this _________________, 2021, by _________________, on behalf of Viking Fence Company, Inc. My commission expires: _______________ Notary registration number: _______________ ___________________________ Notary Public 4 ACCEPTANCE OF DEED OF EASEMENT Pursuant to Section 15.2-1803 of the Code of Virginia (1950), as amended, Richard Peters, Vinton Town Manager, hereby accepts the foregoing Deed of Easement, dated _____________, 2021 from Viking Fence Company, Inc. to the Town of Vinton, Virginia. Given under my hand as Town Manager and authorized representative for the Town Council of the Town of Vinton, Virginia. TOWN COUNCIL OF THE TOWN OF VINTON, VIRGINIA Richard W. Peters, Jr., Town Manager Approved as to Form: Jeremy E. Carroll, Town Attorney 5 EXHIBIT A 6 EXHIBIT B Mattern & Craig Mattern & Craig 1 Prepared by: Mark C. Popovich (VSB No. 46414) Guynn, Waddell, Carroll & Lockaby P.C. 415 South College Avenue Salem, Virginia 24153 Tax Parcel IDs.: 060.14-02-17.00-0000 Title Ins.: Unknown to preparer. Consideration: $18,382.00 Exempt from recordation taxes and fees pursuant to Sections 58.1-811(A)(3) and 17.1- 279(E) of the Code of Virginia, 1950, as amended. DEED OF EASEMENT RIGHT OF WAY AND TEMPORARY CONSTRUCTION THIS DEED OF EASEMENT is dated as of this _______ day of _________, 2021, by and between the NILAM CORPORATION, a Virginia corporation (“Grantor”) and the TOWN OF VINTON, VIRGINIA, a political subdivision of the Commonwealth of Virginia (“Grantee”). WITNESSETH: WHEREAS, the Grantor is the sole owner of the property shown on that certain plat attached hereto as Exhibit A, having acquired said property by deed recorded in the land records of Roanoke County, Virginia as Instrument Number 200809268; and WHEREAS, it is the desire and intent of the Grantor to grant and convey unto the Grantee a variable width right of way and temporary construction easement upon said property as shown on that certain plat referenced herein. NOW, THEREFORE, for and in consideration of the sum of Eighteen Thousand Three Hundred Eighty-Two Dollars ($18,382.00) and the covenants herein contained, the Grantor does hereby grant and convey unto the Grantee, its successors and assigns, the following right-of-way and temporary construction easement: TAX PARCEL ID 060.14-02-17.00-0000 A variable width right of way and temporary construction easement consisting of 3,711 and 3,748 square feet, respectively, as designed as the “Acquired Right-of-Way” and “New 20’ TCE” as shown on the plat entitled “Plat Showing Temporary Construction 2 Easement and Public Street Right-of-Way to be Acquired From Nilam Corporation, Being Situated at 1002 Walnut Ave., Town of Vinton, Virginia” at a scale of 1” = 50’, dated October 30, 2020, and prepared by Mattern & Craig, Engineers and Surveyors, which plat is attached hereto as Exhibit A. Said temporary construction easement shall be for the purpose of providing a temporary staging work area, as well as construction site access required to construct right-of-way improvements. Said easement is subject to the following conditions: 1. The Grantee and its agents shall have full and free use of the temporary construction easement for the purposes named herein and shall have all rights and privileges reasonably necessary to the utilization of the temporary construction easement. 2. The term of the temporary construction easement shall be for such period of time as is necessary for the Grantee to complete its construction project and the Grantee agrees that the work shall be pursued as diligently and expeditiously as reasonably possible. 3. The Grantee agrees to repair or to pay for any actual damage caused by the Grantee in the exercise of any of the rights granted herein, to the extent required by law; provided, however, that the Grantee shall not be liable for any damages caused in the temporary construction easement by the clearing of any obstacles or obstructions that interfere with the Grantee’s use of the easement as set forth herein. 4. At the conclusion of all construction work, the Grantee shall restore the area of the temporary construction easement to its state and condition immediately prior to the commencement of the project. THIS DEED HAS BEEN PREPARED WITHOUT BENEFIT OF A FULL TITLE REPORT AND NO REPRESENTATION AS TO THE STATE OF TITLE IS MADE BY THE ATTORNEY PREPARING THIS DEED. [Signature Page to Follow] 3 GRANTOR: NILAM CORPORATION ________________________________ COUNTY OF ROANOKE, COMMONWEALTH OF VIRGINIA, to wit: The foregoing instrument was acknowledged before me this _________________, 2021, by _________________, on behalf of Nilam Corporation. My commission expires: _______________ Notary registration number: _______________ ___________________________ Notary Public 4 ACCEPTANCE OF DEED OF EASEMENT Pursuant to Section 15.2-1803 of the Code of Virginia (1950), as amended, Richard Peters, Vinton Town Manager, hereby accepts the foregoing Deed of Easement, dated _____________, 2021 from Nilam Corporation to the Town of Vinton, Virginia. Given under my hand as Town Manager and authorized representative for the Town Council of the Town of Vinton, Virginia. TOWN COUNCIL OF THE TOWN OF VINTON, VIRGINIA Richard W. Peters, Jr., Town Manager Approved as to Form: Jeremy E. Carroll, Town Attorney 5 EXHIBIT A Mattern & Craig 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, SEPTEMBER 21, 2021, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, LOCATED AT 3ll S. POLLARD STREET, VINTON, VIRGINIA A RESOLUTION ACCEPTING THE ASSIGNMENTS OF RIGHTS TO PURCHASE PORTIONS OF CERTAIN REAL ESTATE TAX PARCEL NOS. 060.14-02-19.00-0000, 060.15-02-01.01-0000, AND 060.14-02-17.00- 0000, (COLLECTIVELY THE “PROPERTY”) LOCATED IN THE TOWN OF VINTON, AUTHORIZING THE EXERCISE OF THE ASSIGNMENTS AND A CLOSING ON THE PROPERTY. WHEREAS, on November 1, 2017, Town Staff submitted a request to the Roanoke Valley Transportation Planning Organization (RVTPO) for the scope of the funded Regional Surface Transportation Program (RSTP) Project to be amended from a pedestrian bridge project over Tinker Creek to bicycle and pedestrian accommodations project along Walnut Avenue from 5th Street to Town West Corporate Limit (Project); and WHEREAS, on March 22, 2018, the Project was one of the listed projects that RVTPO approved and endorsed for the FY 19-24 RSTP Six-Year Financial Plan for inclusion in the Virginia Commonwealth Transportation Board (CTB) Six-Year Improvement Program; and WHEREAS, in order to construct the proposed improvements, additional right-of-way and temporary construction easements are needed that will involve three properties; and WHEREAS, the project will significantly improve pedestrian access and safety along Walnut Avenue, provide for safer bicycle accommodations, and complete a connection for the Town of Vinton’s Glade Creek Greenway and the City of Roanoke’s Tinker Creek Greenway; and WHEREAS, the property owners have been made aware of the Project beginning in July 2019 and have been meeting with Town personnel and the Town’s consultant since August 2019, and with recent meetings held on July 21, 2021 and August 4, 2021, respectively; and WHEREAS, Council finds it to be in the best interest of the Town of Vinton to accept the Assignments of Rights and the Purchase Agreements attached hereto and purchase the Property upon the terms and conditions stated therein; and WHEREAS, funds need to be appropriated to consummate the purchase of the property to include incidentals associated with closing of said property. 2 NOW THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the following: 1. The Town accepts the Assignments of Rights to purchase the Property and agrees to each and all of the covenants and conditions in the Purchase Agreements. 2. The Mayor and/or Town Manager is hereby authorized to execute all documents necessary to purchase the Property, with the assistance of the Town Attorney and to arrange and consummate a closing in accordance with the terms and conditions of the Purchase Agreements. BE IT FURTHER RESOLVED that the Vinton Town Council does hereby approve the following transaction: BUDGET ENTRY GENERAL LEDGER: Right-of-Way and Temporary Construction Easement Acquisition 200.25100 Appropriations $40,232.00 200.25000 Estimated Revenue $40,232.00 FROM REVENUE: 200.1899.008 Re-Appropriated Fund Balance $25,232.00 200.1899.019 Gifts and Donations $15,000.00 TO EXPENDITURE: 200.8101.722 Special Projects $40,232.00 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 Meeting Date September 21, 2021 Department Planning and Zoning Issue Consider adoption of a Resolution authorizing the Town Manager to execute a License Agreement between Norfolk Southern (NS) Railway Company and the Town of Vinton in the amount of $9,400.00 for a pedestrian trail to be constructed on NS’s property as part of the Walnut Avenue Bicycle and Pedestrian Accommodations Project from 5th Street to the Town’s West Limits Summary As part of the bicycle/pedestrian accommodations project, a pedestrian trail will be constructed on an existing dirt footpath located on NS’s property from the City of Roanoke’s existing catwalk located under the NS overpass, to the proposed sidewalk along Walnut Avenue. The project will significantly improve pedestrian access and safety along Walnut Avenue, provide for safer bicycle accommodations, and complete a connection for the Town of Vinton’s Glade Creek Greenway and the City of Roanoke’s Tinker Creek Greenway. The construction project is funded by the Virginia Department of Transportation (VDOT) Surface Transportation Block Grant (STBG) funds. The construction bid is scheduled to be advertised by late fall 2021. In order for the Town to construct the pedestrian trail on NS’s property, staff has been working with NS’s real estate agent since May 2021 on the fee amount and license agreement. The license agreement provided by the NS real estate agent has been reviewed by the Town Attorney and Town’s insurance underwriter. The revised draft license agreement has been forwarded by NS’s real estate agent to NS’s attorney for final review. Attachments Draft License Agreement Pedestrian Trail Site Plan Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary {00430865.DOCX } 1 Activity Number: 1295495 THIS AGREEMENT, made and entered into by and between NORFOLK SOUTHERN RAILWAY COMPANY, a VIRGINIA corporation, hereinafter styled "Railway"; and TOWN OF VINTON, a political subdivision of the State of VIRGINIA, hereinafter styled "Licensee": W I T N E S S E T H: THAT the PARTIES HERETO agree as follows: 1. THAT, for and in consideration of the premises, payment of a time fee of Nine Thousand Four Hundred and 00/100 DOLLARS ($ 9,400.00), payable in advance of this Agreement, Railway hereby grants unto Licensee, insofar as Railway's title enables it so to do, and without warranty, the right to construct, maintain, use, operate and remove a public pedestrian trail, hereinafter called "Trail," across, over and upon the right-of-way or property of Railway, located at Milepost VC-0.00, at or near VINTON, TOWN OF VINTON, Roanoke County, VIRGINIA, located substantially as shown upon print of Drawing No. ____________, dated _____________, attached hereto and made a part hereof. 2. Licensee will, at Licensee's expense, construct, maintain and remove the trail in such manner that the same shall not interfere with the use made or to be made of said property by Railway for any purpose and in accordance with plans and specifications approved by Railway. Licensee agrees that the trail, or any work to be done by Licensee hereunder, shall not interfere with the safe and proper operation and maintenance of said property, or the proper drainage of the roadbed and property of Railway. 3. Licensee hereby agrees that if Railway shall desire to make any changes to said property at the location of the trail, or make any changes whatsoever in, to, upon, over or under the premises owned, controlled or leased by the Railway, and crossed or in any way affected by the trail, then Licensee shall, at Licensee's expense, within one hundred twenty (120) days' of receipt of notice in writing to that effect from the Railway, make such changes in the location and/or construction of the trail (including removal) deemed necessary by Railway to accommodate any future construction, improvements and/or changes of the Railway. 4. To the extent permitted by law, Licensee hereby agrees to indemnify and save harmless Railway, its officers, agents and employees, from and against all liability, claims, loss, damage, expense (including attorneys' fees) or costs for personal injuries (including death) and/or property damage to whomsoever or whatsoever, occurring or arising from the construction, maintenance, use or removal of the trail by the Licensee or others. 5. Licensee shall at its expense obtain and maintain during the period of this Agreement, in a form and with companies satisfactory to Railway, Commercial General Liability Insurance with a combined single limit of not less than $2,000,000 per occurrence for injury or death of persons and damage to or loss or destruction of property. Such policy shall be endorsed to provide contractual liability coverage for liability assumed under this Agreement and shall be of a form that does not deny coverage for operations conducted within 50 feet of any railroad hazard. In addition, said policy shall be endorsed to name Railway as an additional insured and shall include a severability of interests provision. As evidence of said insurance, a certificate of insurance shall be furnished to and approved by the Risk Manager, Norfolk Southern Corporation, 650 W Peachtree St NW, Atlanta, GA 30308 prior to entry on Railway’s property or use of the Crossing. {00430865.DOCX } 2 The certificate of insurance shall state that thirty (30) days advance written notice will be given to Railway of any material change in, or cancellation of such insurance. In addition, prior to commencement of installation or maintenance of the trail, Licensee shall obtain and furnish to Railway an original Railroad Protective Liability Insurance Policy having a combined single limit of not less than $2,000,000 per occurrence and $6,000,000 aggregate. Said policy shall name Railway as the named insured and shall be written on Insurance Services Office Form Number CG00350196. The original Railroad Protective Liability Insurance Policy shall be furnished to and approved by the Risk Manager, Norfolk Southern Corporation, 650 W Peachtree St NW, Atlanta, GA 30308 prior to the commencement of installation or maintenance of the walkway. The insurance coverage required herein shall in no way limit Licensee’s liability under this Agreement. 6. Should the use of the trail be abandoned, then all rights hereby granted to Licensee shall thereupon cease and terminate, and Licensee shall, at its sole cost and in a manner satisfactory to Railway, remove the trail located within the limits of the right-of-way of Railway, and restore Railway's property to the condition existing prior to the construction of the trail thereupon; provided Railway, at its option, may elect to remove the trail proper within said right-of-way and restore its property, and Licensee will, in such event, upon bill rendered therefor, pay unto Railway, the entire cost incurred by it in such removal and restoration. 7. Licensee hereby agrees to submit detailed engineering plans to Railway and agrees that no construction will commence until said plans have been approved by Railway. The fact that the design, maintenance, plans and specifications for the trail, or its subsequent repair or alteration, shall have been approved by the Railway, shall not relieve Licensee from any responsibility or liability assumed hereunder for any damage to or loss of property, or injury to or death of persons, which may occur as a result of the construction and/or maintenance of the trail, nor shall Railway be deemed to be an agent for Licensee. Licensee further agrees that the trail shall be constructed in accordance with such Railway specifications as may exist at the time of construction, including, but not limited to, the current version of Railway's "Overhead Grade Separation Design Criteria," which are hereby made a part of this Agreement by reference, and maintained in accordance with Railway specifications including, but not limited to, Railway's "Overhead Grade Separation Design Criteria" as may be amended or modified by Railway from time to time. Before this Agreement shall be in force and effect, the aforementioned plans and specifications, together with any revisions and additions thereto, shall have the written approval of Railway, and upon such approval shall become a part of this Agreement by reference. 8. Licensee, or its contractor(s) and/or subcontractor(s), shall give Railway seventy-two (72) hours' advance notice of any work to be performed on the premises of Railway in order that flagging service can be arranged and provided. Licensee agrees to pay any costs incurred by Railway for the purpose of protection and inspection considered necessary by Railway, including all flagging costs, during construction, maintenance, operation, modification, replacement and/or removal of the trail. Railway has prepared a preliminary estimate of the costs to be incurred by and reimbursed to Railway, entitled Force Account Estimate, which is attached hereto and made a part hereof. Upon determination of the actual costs incurred by Railway, Railway will render a bill therefor, and Licensee will promptly reimburse Railway for said actual costs. No work shall be undertaken until the flagman or flagmen are at the job site. All work performed under this Agreement shall be in accordance with "Special Provisions For Protection Of Railway Interest," attached hereto and made a part hereof. {00430865.DOCX } 3 9. Licensee agrees that materials and/or equipment shall not be stored where they will interfere with Railway operations, nor shall they be stored on the right-of-way of Railway without first having obtained written permission from Railway's Division Superintendent or his authorized representative, and such permission shall be given with the understanding that Railway will not be liable for any damage to such materials and/or equipment from any cause, and that Railway's Division Superintendent or his authorized representative may move, or require Licensee or its contractor(s) and/or subcontractor(s) to move, at no expense to Railway, such materials and/or equipment. 10. No temporary crossing may be established for use by Licensee, or its contractor(s) and/or subcontractor(s), for transporting materials and/or equipment across the property and track of Railway, unless specific authority for its installation, maintenance, use, and removal, including any necessary inspection and flagging thereof, is first obtained from Railway. 10. Licensee shall not assign this Agreement without the written consent of Railway. 11. The word "Railway" as used herein shall include any other company whose property at the aforesaid location may be leased or operated by Railway. Said term also shall include Railway's officers, agents and employees, and any parent company, subsidiary or affiliate of Railway and their officers, agents and employees. 12. Either party hereto may terminate this Agreement at any time hereafter by serving upon the other three hundred sixty-five (365) days' written notice of election so to do. If Licensee shall violate any of its covenants herein, Railway may terminate this Agreement forthwith by written notice to Licensee of its election so to do. At or before the expiration of the time limited by any notice to Licensee of Railway's election to terminate this Agreement, Licensee will discontinue use of the trail and will restore said right-of-way or property to the condition existing prior to the construction of the trail thereupon; or, in default thereof, Railway may, in addition to any other legal remedy it may have, close and remove the trail and restore the condition of said right-of-way or property at the sole cost and expense of Licensee. 13. Any notice given pursuant to this Agreement shall be in writing and sent by certified mail, return receipt requested, by hand delivery or by reputable overnight courier to: (a) Railway: c/o Director Real Estate, Norfolk Southern Corporation, 650 W Peachtree St NW, Atlanta, GA 30308, or at such other address as Railway may designate in writing to Licensee. (b) Licensee: TOWN OF VINTON, 311 S. POLLARD STREET, VINTON, VA 24179, or at such other address as Licensee may designate in writing to Railway. Any notice sent in the manner set forth above shall be deemed delivered three (3) days after said notice is deposited in the mail if sent by certified mail (return receipt requested), or upon receipt if sent by hand delivery or reputable overnight courier. Any change of notice address by either party shall be delivered to the other party by the manner of notice required hereby. 14. This Agreement shall take effect as of September 1, 2021. 15. Signature, the parties agree that if an authorized officer of a party fully signs this Agreement in the appropriate location(s) below and then returns that signature to the other party via electronic means with a pdf or similar scanned copy of that signature, then that scanned {00430865.DOCX } 4 signature shall serve as that party’s signature for the Agreement, and, upon full execution of the Agreement by all parties, shall create a legally binding Agreement. [Remainder of Page Intentionally Left Blank] {00430865.DOCX } 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each part being an original, as of the _____ day of ______, 20___. Signature: ICLM_IntSignature:1 Signature: ICLM_ExtSignature:1 Public Pedestrian Trail " " " Ž Ma t t e r n & C r a i g WM . T H O M A S A U S T I N Li c . N o . 0 3 0 9 0 7 C2.1 “” “” “” “ ” I: \ 4 0 2 2 - V i n t o n - W a l n u t A v e n u e \ D w g \ 4 0 2 2 _ D E S I G N . d w g , 2 / 5 / 2 0 2 1 1 : 0 6 : 3 2 P M , a r b " " " Ž Ma t t e r n & C r a i g WM . T H O M A S A U S T I N Li c . N o . 0 3 0 9 0 7 C3.1 “” I: \ 4 0 2 2 - V i n t o n - W a l n u t A v e n u e \ D w g \ 4 0 2 2 _ D E S I G N . d w g , 2 / 5 / 2 0 2 1 4 : 2 5 : 3 2 P M , a r b " " " Ž Ma t t e r n & C r a i g WM . T H O M A S A U S T I N Li c . N o . 0 3 0 9 0 7 C2.1 “” “” “” “ ” I: \ 4 0 2 2 - V i n t o n - W a l n u t A v e n u e \ D w g \ 4 0 2 2 _ D E S I G N . d w g , 2 / 5 / 2 0 2 1 1 : 0 6 : 3 2 P M , a r b " " " Ž Ma t t e r n & C r a i g WM . T H O M A S A U S T I N Li c . N o . 0 3 0 9 0 7 C3.1 “” I: \ 4 0 2 2 - V i n t o n - W a l n u t A v e n u e \ D w g \ 4 0 2 2 _ D E S I G N . d w g , 2 / 5 / 2 0 2 1 4 : 2 5 : 3 2 P M , a r b 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, SEPTEMBER 21, 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 November 1, 2017, Town Staff submitted a request to the Roanoke Valley Transportation Planning Organization (RVTPO) for the scope of the funded Regional Surface Transportation Program (RSTP) Project to be amended from a pedestrian bridge over Tinker Creek to bicycle and pedestrian accommodations along Walnut Avenue from 5th Street to Town West Corporate Limit (Project); and WHEREAS, on March 22, 2018, the Project was one of the listed projects that RVTPO approved and endorsed for the FY 19-24 RSTP Six-Year Financial Plan for inclusion in the Virginia Commonwealth Transportation Board (CTB) Six-Year Improvement Program; and WHEREAS, in order to construct the proposed improvements, a pedestrian trail will need to be constructed on an existing dirt footpath located on the Norfolk Southern (NS) Railway Company’s property from the City of Roanoke’s existing walkway located under the NS overpass, to the proposed sidewalk along Walnut Avenue in the Town of Vinton; and WHEREAS, the project will significantly improve pedestrian access and safety along Walnut Avenue, provide for safer bicycle accommodations, and complete a connection for the Town of Vinton’s Glade Creek Greenway and the City of Roanoke’s Tinker Creek Greenway; and WHEREAS, Town personnel and the Town’s consultant have been in conversation with NS’s Public Project System Engineer since April 2020, and with NS’s real estate agent beginning in July 2021, to discuss the fee associated with the license agreement that will allow the Town to construct the pedestrian trail on NS’s property; WHEREAS, Council finds it to be in the best interest of the Town of Vinton to enter into a License Agreement for the pedestrian trail to be constructed; and WHEREAS, funds need to be appropriated to consummate the licensing for use of said property, to include associated incidentals. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Agreement is hereby approved in a form substantially similar to the one presented to Council and approved by the Town Attorney. 2 2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and deliver the Agreement and any other necessary documents in furtherance of the same. BE IT FURTHER RESOLVED that the Vinton Town Council does hereby approve the following transaction: BUDGET ENTRY GENERAL LEDGER: Norfolk Southern License Agreement 200.25100 Appropriations $9,400.00 200.25000 Estimated Revenue $9,400.00 FROM REVENUE: 200.1899.009 Re-Appropriated Fund Balance $9,400.00 TO EXPENDITURE: 200.8101.722 Special Projects $9,400.00 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