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HomeMy WebLinkAbout6/16/2026 - Public Hearing1 Vinton Town Council Regular Meeting Council Chambers 311 South Pollard Street Tuesday, June 16, 2026 AGENDA Consideration of: A. 6:00 p.m. - ROLL CALL AND ESTABLISHMENT OF A QUORUM AND CITIZEN GUIDELINES B. MOMENT OF SILENCE AND PLEDGE OF ALLEGIANCE TO THE U.S. FLAG C. COMMUNITY EVENTS/ANNOUNCEMENTS/COUNCIL ACTIVITIES D. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA ITEMS E. CONSENT AGENDA 1. Consider a motion to approve the minutes of the Regular Meeting on June 2, 2026. 2. Consider a motion to adopt a Resolution appropriating funds in the amount of $2,539.50 for the receipt of an insurance claim made on a Town Vehicle that was damaged in a collision. F. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS G. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and questions for issues not listed on the agenda. H. BRIEFINGS 1. Update from Vinton Historical Society – Mary Beth Layman, President 2. Presentation of June 30, 2024, Annual Comprehensive Financial Report by Brown Edwards & Company, LLP. – Tiffany Stewart, Director of Finance a. Action to be taken at the next Town Council meeting. Bradley E. Grose, Mayor Laurie J. Mullins, Vice Mayor Keith N. Liles, Council Member Sabrina M. McCarty, Council Member Michael W. Stovall, Council Member Vinton Municipal Building 311 South Pollard Street Vinton, VA 24179 (540) 983-0607 2 I. ITEMS REQUIRING ACTION 1. Consider a motion to adopt a Resolution regarding the proposed granting of a Lease of Real Property with Davis-McGhee Enterprises, LLC, of certain property known as 850 3rd Street, further identified as Tax Parcel No. 70.07-1-10 (2.10 acres) and 70.07-1-9. – Richard “Pete” Peters, Town Manager 2. Consider a motion to adopt a Resolution authorizing the Town Manager to execute a Second Amendment and Assignment of the 2022 Parking Lot Lease and Real Property Purchase Right of First Refusal between David S. McClung, II, and the Town for approximately 1.463 acres located at 7 Walnut Avenue, Vinton, Virginia, to Shadwell Properties, LLC. – Richard “Pete” Peters, Town Manager 3. Consideration to authorize a Purchase Agreement between David S. McClung, II, the Town of Vinton and Shadwell Properties for approximately 1.463 acres to include the building and parking lot located at 7 Walnut Avenue, Vinton, Virginia. – Richard “Pete” Peters, Town Manager 4. Consider adoption of a Resolution authorizing the Town Manager to execute a Performance Agreement between the Town of Vinton, the Roanoke County Economic Development Authority (EDA), and Shadwell Properties, LLC., to redevelop 7 Walnut Ave, identified as Tax Parcel ID 060.15-07-17.00. – Richard “Pete” Peters, Town Manager 5. Consider a motion to accept the proposal from River Park Properties, LLC, for the McGimsey Property development project and authorize staff to proceed with due diligence activities, public design charrettes to plan the residential community, and draft necessary agreements for future consideration. – Jill Loope, Special Projects Assistant to the Town Manager 6. Consider the adoption of an Ordinance to repeal the existing Amended and Restated Intergovernmental Agreement establishing the Roanoke Valley Greenway Commission. – Cody Sexton, Deputy Town Manager. J. PUBLIC HEARINGS 1. Consideration of public comments regarding the proposed granting of a Lease to Cargill Animal Nutrition of certain Town property located on three lots lying on the south side of 11th Street identified as 60.14-2-24, 60.14-2-25, and 60.14-2-26 and five lots along Walnut Avenue identified as 60.14-2-1, 60.14-2-2, 60.14-2-3, 60.14-2-4 and 60.14- 2-5. a. Open Public Hearing • Report from Staff – Richard ‘Pete’ Peters, Town Manager • Receive public comments • Council discussion and questions b. Close Public Hearing c. Consider a motion to adopt a Resolution to renew terms on a Lease of Real Property with Cargill Animal Nutrition. 2. Consideration of public comments regarding the proposed granted of a Lease to Vindo’s, LLC., (Macado’s Restaurant) of certain property located at 814 Washington Avenue, further identified as Tax Map No. 060.16-06-33.00-000. 3 a. Open Public Hearing • Report from Staff – Richard ‘Pete’ Peters, Town Manager • Receive public comments • Council discussion and questions b. Close Public Hearing c. Consider a motion to adopt a Resolution to renew terms on a Lease of Real Property with Vindo’s, LLC. 3. Consideration of public comments concerning the proposed amendment and additional appropriation to the Town of Vinton’s FY2025-2026 budget to appropriate funding for building equipment, furniture and fixtures, traffic signals, a vehicle purchase, paving and striping, stormwater projects, and various operational expenditures, including personnel expenditures, maintenance projects, contractual services, and training in the total amount of $1,612,300 in the General Fund and the Capital Fund. a. Open Public Hearing • Report from Staff – Cody Sexton, Deputy Town Manager • Receive public comments • Council discussion and questions b. Close Public Hearing c. Consider the adoption of a Resolution to amend the Town of Vinton’s FY2025- 2026 budget to appropriate funding for building equipment, furniture and fixtures, traffic signals, a vehicle purchase, paving and striping, stormwater projects, and various operational expenditures, including personnel expenditures, maintenance projects, contractual services, and training in the total amount of $1,612,300 in the General Fund and the Capital Fund. K. REPORTS FROM COMMITTEES 1. Community Development Committee – Nathan McClung L. APPOINTMENTS TO BOARDS/COMMISSIONS/COMMITTEES 1. Comprehensive Economic Development Strategy (CEDS) 2. Roanoke Valley Transportation Planning Organization (RVTPO) 3. Greater Roanoke Transit Company (GRTC) M. TOWN ATTORNEY N. TOWN MANAGER’S PROJECT UPDATES/COMMENTS O. COUNCIL AND MAYOR P. ADJOURNMENT Reasonable efforts will be made to provide assistance or special arrangements to qualified individuals with disabilities in order to participate in or attend Town Council meetings. Please call (540) 983-0607 at least 48 hours prior to the meeting date so that proper arrangements may be made. 4 NEXT COMMITTEE/TOWN COUNCIL MEETINGS AND TOWN EVENTS: June 19, 2026 – Town Offices Closed in Observance of Juneteenth July 3, 2026 – Town Offices Closed in Observance of Independence Day July 4, 2026 – Boys and Girls Club Four on the 4th Run July 4, 2026 – 6:00 p.m. 4th of July Celebration on the Vinton War Memorial Lawn with Fireworks at 9:30 p.m. July 7, 2026 - 6:00 p.m. – Regular Council Meeting – Council Chambers July 15, 2026 – 10:30 a.m. – Public Works Committee Meeting – TOV Conference Room July 21, 2026 – 3:00 p.m. – Finance Committee Meeting – TOV Finance Conference Room July 21, 2026 – 6:00 p.m. – Regular Council Meeting – Council Chambers Meeting Date June 16, 2026 Department Town Clerk Issue Consider approval of the minutes of the Regular Meeting of June 2, 2026 Attachments Minutes Recommendations Motion to approve the consent agenda as presented Town Council Agenda Summary 1 MINUTES OF A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD AT 6:00 P.M. ON TUESDAY JUNE 2, 2026, IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA MEMBERS PRESENT: Bradley E. Grose, Mayor Laurie J. Mullins, Vice Mayor Keith N. Liles Michael W. Stovall MEMBERS ABSENT: Sabrina M. McCarty STAFF PRESENT: Richard Peters, Town Manager Cody Sexton, Deputy Town Manager Megan Lawless, Town Clerk Jeremy Carroll, Town Attorney Tiffany Stewart, Interim Director of Finance Kimberley Ramsey, Interim Town Treasurer Fabricio Drumond, Chief of Police Tim Lawless, Deputy Chief of Police Jill Acker, Director of Public Works Administration Mandy Adkins, Director of Cultural Placemaking and Events Mayor Grose called the meeting to order at 6:00 p.m. The Town Clerk called the roll with Council Member Liles, Council Member Stovall, Vice Mayor Mullins, and Mayor Grose present. After a Moment of Silence, Mr. Jeff Ramsey with Vinton Moose Lodge led the Pledge of Allegiance. Announcements, and Council Activities, Vice Mayor Mullins announced the following events: June 13 – Mingle in the Market with That 80’s Show at the Vinton Farmers’ Market; June 19 – Town Offices will be closed in observance of Juneteenth. Vice Mayor Mullins announced the following Council activities: May 22 – Stovall and Council Member McCarty attended the Public Works Appreciation Luncheon; May 27 – ceremony at Floyd Ward Dance Studio, Vice Mayor Mullins and Council Member McCarty attended the Public Works Committee meeting; May 28 – Mayor Regional Commission Board meeting, and Council VML Board meeting; May 29 – attended the Ribbon Cutting ceremony at Presbyterian Community Center. 2 Requests to postpone, add to or change the order of agenda items, introduction of the new police officer were swapped in order. Council Member Stovall made a motion to approve the Consent Agenda as presented; the motion was seconded by Council Member Liles and carried by the following vote, with all members voting: Vote 4-0-1; Yeas (4) - Liles, Stovall, Mullins, 19, 2026. Under Awards, Introductions, Presentations, Mrs. Acker announced that the Public Works Department sold the old street signs at the Dogwood Festival for $10.00 each with proceeds $3,057 was accepted by Ms. Rebekah Meadows, CEO. Under Awards, Introductions, Presentations Chief Drumond introduced Mr. Jason Sawicki as a new police officer with Vinton Police Department. Officer Sawicki joins the Town from Carilion Police Department. Under Awards, Introductions, Presentations Director of Finance effective June 8, 2026. Under Appointments to Boards, Commissions and the new Town Treasurer effective June 8, 2026. Council Member Stovall appoint Ms. Ramsey as the Town Treasurer; the motion was seconded by Vice Mayor Mullins and voting: Vote 4-0-1; Yeas (4) - Liles, Stovall, Mullins, Grose; Nays (0) – None; Absent (1) – McCarty. Under Appointments to Boards, Commissions and consider a motion to approve nominations for the 2026 VML Policy Committees. CED: Approved Resolution No. 2678 Town Treasurer. 3 Jill Loope Finance: Mayor Grose Cody Sexton General Laws: Vice Mayor Mullins Megan Lawless HD&E: Council Member McCarty Donna Collins Infrastructure: Council Member Stovall Richard Peters Council Member Liles approve the nominees as presented for the 2026 VML Policy Committees; the motion was seconded by Vice Mayor Mullins and carried by the following vote, with all members voting: Vote 4-0-1; Yeas (4) - Liles, Stovall, Mullins, Grose; Nays (0) – None; Absent (1) – McCarty. Under Citizens’ Comments and Petitions, no comments were offered. Under Briefings, no briefings were offered. Under Items Requiring Action, Mr. Peters asked Council to consider an Ordinance approving the Town of Vinton’s budget for the fiscal year beginning July 1, 2026, and ending June 30, 2027. The proposed FY27 Budget Fund totals $15,404,943, which represents an previous fiscal year. The proposed FY27 Budget for all funds totals $17,203,943, which represents an increase of 22.35%. This overall large transfer of funds from the General Fund to the Capital Fund for one-time projects. Vice Mayor Mullins made a motion to adopt an Ordinance approving the Town of Vinton’s budget for fiscal year beginning July 1, 2026 and ending Approved nominations for the 2026 VML Policy Committees. Adopted Ordinance No.1075 adopting the FY27 budget. 4 Council Member Liles and carried by the following vote, with all members voting: Vote 4-0-1; Yeas (4) - Liles, Stovall, Mullins, Grose; Nays (0) – None; Absent (1) – McCarty. Under Items Requiring Action, asked Council to consider a Resolution authorizing the renewal of the Town of Vinton’s employees’ Choice Program. The Key Advantage 500 Plan and the Key Advantage 1000 will continue to be offered. The Key Advantage 1000 Plan is free for employees. The Town did receive an increase of 7% for FY2026- onto the employee. Council Member Stovall complimented the Town’s ability to absorb the cost increase. Council Member Stovall made a motion to adopt a Resolution authorizing the renewal of the Town of Vinton’s e coverage with The Local Choice Program for the contract year of July 1, 2026, June 30, 2027; the motion was seconded by Vice Mayor Mullins and voting: Vote 4-0-1; Yeas (4) - Liles, Stovall, Mullins, Grose; Nays (0) – None; Absent (1) – McCarty. Under Items Requiring Action, asked Council to consider a Resolution authorizing Commerce. Vinton War Memorial at 50% of the rental rate for events such as the Annual Senior Expo and Annual meeting. Since the Vinton War Memorial has been closed for renovations, the Chamber has found a new venue to host these two events. The updated collaboration agreement will remove Town facility. Parade. The Town and Chamber will jointly market and host the Christmas Parad Adopted Resolution No.2675 renewal of the Town of Vinton’s employees’ group health insurance coverage with The Local Choice Program for the contract year of July 1, 2026, June 30, 2027. 5 decision authority of the event and parade registrations. Also, all volunteers will be required to attend mandatory training two days in advance of the parade. Council Member Stovall made a motion to adopt a Resolution authorizing the Town Manager Vinton Area Chamber of Commerce; was seconded by Council Member Liles and voting: Vote 4-0-1; Yeas (4) - Liles, Stovall, Mullins, Grose; Nays (0) – None; Absent (1) – McCarty. Under Items Requiring Action, requested Council to consider the adoption of a Resolution authorizing the Town Manager to update the Collaboration Agreement with the Vinton Historical Society to operate the Vinton History Museum. The original agreement had that the Town would provide a part-time employee for up to 600 hours regular part-time employees and required training throughout the year. Council Member Liles made a motion to adopt a Resolution authorizing Vinton History Museum; the motion was seconded by Vice Mayor Mullins and carried by the following vote, with all members voting: Vote 4-0-1; Yeas (4) - Liles, Stovall, Mullins, Grose; Nays (0) – None; Absent (1) – McCarty. Under Public Hearing, there were no public hearings. Under Reports from Committee, provided discussed at the Public Works Committee meeting on May 27, 2026. Farmers’ Market Compactor project has been put on hold until after the start of the new budget year. The Public Works fuel tanks have been removed but soil samples indicated a fuel leak. Adopted Resolution No. 2676 authorizing the Commerce. 6 Results from the samples are expected in the next few weeks. The turf for the disc golf course will arrive sometime in June. All but one basket has been hung. This project will be completed in the next few weeks. 3rd other projects moving forward in the FY27 budget. Paving is complete along E. Virginia Avenue and Hardy Road. Striping will begin on June 7. The FY2026- Avenue. Street and Cedar Avenue storm drain repair. The project will begin soon. The Town has four detention ponds that have been compliance. A remote- ponds are back in compliance. The Gus Nicks / Gish Mill Waterline Improvement Project is underway. The Public Works Department is working to move the Truck Route signs from 3rd Street and 4th Street to 2nd Street only. crosswalks at Lee Street, Walnut Avenue and W. evaluated for rumble strips. The Town has a list of road repairs to include S. Auto Zone, Ruddell Road near Lynn Haven Circle, 1st Street and Cleveland Avenue. 1125 Mountain View Road to help with run off from the driveway. A homeless camp was discovered near the railroad tracks on the backside of the old Vinton Landfill up above 3rd 7 camp. A clean-up company will be hired to remove the tents and other materials. The PFG signal has a bad loop in the left turn lane bagged while the Town waits on quotes for a new system. Last, The Town is waiting on Roanoke County to finalize and abandon the lease at Gearhart Park. Once the lease is abandoned, the Town will take over maintenance of the property. There were no questions. Council shared comments on the thoroughness of the briefing, the remote-controlled mower, the truck route signs, and the rumble strips. Mr. Peters acknowledged Mrs. Acker for her efforts in managing these projects. No additional comments were offered. Under Town Attorney, no comments were offered. Under Town Manager’s Projects Updates, Mr. Peters shared that all activities have been covered and that he had no additional information to share. Under Council and Mayor Comments, All members of Council congratulated Mrs. Stewart and Mrs. Ramsey’s for their promotions. Council Member Liles commented on the positive feedback he has received on the disc golf course. Mr. Peters shared that the course has been shared on a disc golf app that allows players to see what courses are available and it allows score keeping. Vice Mayor Mullins reminded everyone about the Land and Liberty play that is scheduled for June 12-14. Council Member Stovall shared that he is looking summertime. procedures of the staff. He believes the committee 8 appreciation to all the staff for the work they do. Mayor Grose asked if there was anything else to come before Council. Mr. Gary Correll, resident of the Town of Vinton, spoke about the home he has lived in since 1976. A ditch was built from his property up to the road by his neighbor. Due to a stream that used to run property; however every time it rains, he is afraid his house is going to flood. Mr. Correll is asking the Town to assist with the cleanout and stormwater control. There were no additional comments or questions. Vice Mayor Mullins made a motion to adjourn the meeting; the motion was seconded by Council Member Liles and carried by the following vote 4- 0-1; Yeas (4) – Liles, Stovall, Mullins, Grose; Nays (0) – None; Absent (1) – McCarty. ATTEST: _______________________________ Megan K. Lawless, Town Clerk Meeting Adjourned at 7:03 p.m. APPROVED: _______________________________ Bradley E. Grose, Mayor Meeting Date June 16, 2026 Department Public Works Issue Consider adoption of a Resolution appropriating funds in the amount of $2,539.50 for the receipt of an insurance claim made on a Town Vehicle that was damaged in a collision. Summary On February 18, 2026, a Dodge Ram 2500 pickup truck was backed into a tree resulting in damage to the rear of the truck. A check for $2,539.50 has been received from Virginia Risk Sharing Association (VRSA) and deposited in Revenue Account 10035003 190204 Recoveries and Rebates. The check is for the payment of loss less the deductible of $500.00 on a 2024 Dodge Ram 2500 pickup truck VIN ending 7990. It is necessary to appropriate the $2,539.50 to Public Works, Highways, Streets and Bridges, Account 10041204 505000 Maintenance and Repairs – Equipment to pay the repair invoices when received. Attachments Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, JUNE 16, 2026, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA WHEREAS, on February 18, 2026, a Dodge Ram 2500 pickup truck was damaged in a collision; and WHEREAS, the proper insurance filing was made to the Virginia Risk Sharing Association (VRSA) and a check has been received into the Revenue Account 10035003 190204 – Recoveries and Rebates in the amount of $2,539.50; and WHEREAS, in order that Buddy’s Auto Body, Inc. can be paid, it is necessary for the Vinton Town Council to appropriate the funds from the Revenue Account 10035003 190204 – Recoveries and Rebates to the Public Works Operating Budget Account Number 10041204 505000 Maintenance and Repair of Equipment. NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the following transaction: BUDGET ENTRY GENERAL LEDGER: 99999999 334401 Appropriations $2539.50 99990000 334404 Estimated Revenue $2539.50 FROM REVENUE: 10035003 190204 Recoveries and Rebates $2539.50 TO EXPENDITURE: 10041204 505000 Maintenance & Repair of Equipment $2539.50 This Resolution adopted on motion made by Council Member______ , seconded by Council Member ___________________, with the following votes recorded: AYES: NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: ______________________________________ Megan K. Lawless, Town Clerk Meeting Date June 16, 2026 Department Administration Issue Vinton Historical Society Update Summary Mary Beth Layman will be at the meeting to give a report on the Vinton Historical Society. Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date June 16, 2026 Department Finance/Treasurer Issue Presentation of the June 30, 2024, Annual Comprehensive Financial Report by Brown Edwards & Company, LLP. Summary Representatives from Brown Edwards have worked with the Director of Finance in preparing the Town’s audited financial statements. They will present the audit overview and provide Council with an unedited draft of the audit report. Attachments None Recommendations Action to be taken at a later date. Town Council Agenda Summary Meeting Date June 16, 2026 Department Administration Issue Consider adoption of a Resolution to renew and extend a lease for use of a storage lot located near 840 3rd Steet, 850 3rd Street, and 860 Industry Circle. Summary Davis-McGhee Enterprises, LLC owns property located in the Town of Vinton. The Town of Vinton requested to lease portions of 840 3rd Street and 860 Industry Circle to be used and occupied by the Town, its agents, and employees, for storage of material and equipment used by the Town’s Public Works Department and storage of vehicles seized by the Town’s Police Department. Attachments Lease Agreement Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary {00438016.DOCX } 1 LEASE OF REAL PROPERTY This Lease of Real Property Agreement (“Lease”) is entered into this 1st day of July, 2026, by and between Davis-McGhee Enterprises, LLC., a Virginia limited liability company (“Lessor”), and the Town of Vinton, a municipality in the Commonwealth of Virginia (“Town” or “Lessee”). RECITALS Lessee requests to lease the following two parcels: (1) Roanoke County Tax Parcel No. 070.07- 01-10, which is comprised of approximately 2.08 acres and is further identified as 860 Industry Circle, Vinton, VA 24179, and (2) Roanoke County Tax Parcel No. 070.07-01-09, which is comprised of approximately 1.97 acres and is further identified as 840 Third Street, Vinton, VA 24179 (collectively the “Premises”). The Premises shall not include the parking and grassy areas immediately around the office building located on 850 Third Street. The Premises are further identified on the attached Exhibit A. Lessee shall use the Premises for storage of material and equipment used by the Town’s Public Works Department and storage of vehicles seized by the Town’s Police Department (collectively the “Uses”). NOW THEREFORE, for and in consideration of the mutual benefits and agreements recited herein, the Lessor and Lessee agree to the following: 1. DELIVERY OF POSSESSION A. Lessor covenants to deliver quiet possession of the Premises at the commencement of the initial Term. B. Lessor covenants to deliver the Premises to Lessee upon the commencement of the initial Term in good repair and condition, suitable for the purposes and Uses for which the Premises are leased. Lessor warrants that all plumbing, heating, air conditioning, electrical and mechanical devices, and appliances of every kind or nature located upon or serving the Premises are, or will be, in good repair, condition and working order as of the commencement of the initial term. 2. RENT Lessee hereby agrees to pay rent annually in the amount of $1,250.00 (“Rent”). The Rent shall be paid upon commencement of the lease Term period and annually thereafter on or before the anniversary of the Commencement Date (as defined below). 3. TERM The Term of this Lease is for one (1) year, commencing on July 1, 2026 (“Commencement Date”), and ending on June 30, 2027 (“Termination Date”). 4. AUTOMATIC EXTENSION OF TERM {00438016.DOCX } 2 This Lease shall automatically extend for up four (4) additional one (1) year periods, on the same terms and conditions as set forth herein, unless either the Lessor or Lessee provides the other party written notice of termination at least ninety (90) days prior to the anniversary of the Commencement Date. 5. TERMINATION OF LEASE Lessor and Lessee shall have the option to terminate this Lease at any time during the Term by giving the other at least ninety (90) days prior written notice. Lessee agrees that at termination of the Lease, Lessee will remove all of Lessee’s equipment, furniture, and all other items of personal property and the Premises shall be left in as good condition as when first occupied, reasonable wear and tear excepted. Notwithstanding the foregoing, should Lessee breach the terms of this Lease, Lessor shall notify Lessee in writing of the breach and Lessee shall have thirty (30) business days to cure the breach unless the Lessor agrees in writing to provide additional time to cure. In the event the breach is not cured within the prescribed time period, Lessee shall immediately remove its equipment, furniture, and other items of personal property and vacate the Premises. 6. UTILITIES Lessor shall provide, at Lessor’s expense, electricity to and for the Premises during the initial Term and any renewal Terms. In the event that such utilities are not provided or are reduced, other than due to causes beyond the reasonable control of Lessor, and the failure to provide or reduction renders the Premises unsuitable for the purposes and Uses for which they are leased, then Lessee, in addition to any other remedy available under the law, shall be entitled to deduct from the Rent, or any installment thereof, the per diem rental for each day that the Premises are rendered unsuitable due to the failure to provide or reduction of such utilities. Lessee shall, at Lessee’s expense, be responsible for maintaining yard lights, including replacing light bulbs, and responsible for any telephone, and supplemental heating or air conditioning required for the Uses. 7. ALTERATIONS BY LESSEE With the consent of Lessor, Lessee may make such alterations, modifications, additions and/ or improvements upon or to the Premises and may install or remove such fixtures and partitions as Lessee may deem proper; provided, however, that any structural alterations of the roof, foundation or exterior walls shall require the prior written consent of Lessor. All materials used in such alterations, modifications, additions or improvements, and all fixtures and partitions made and/or installed by Lessee shall remain the property of the Lessee and, upon termination of this Lease, may be removed by Lessee and shall, at Lessor’s request, be removed by Lessee. 8. NOTICES {00438016.DOCX } 3 All written notices pursuant to this Lease shall be addressed as set forth below or as either party may hereafter designate by written notice and shall be deemed delivered upon personal delivery, delivery by facsimile or seventy-two (72) hours after deposit in the United States Mail. TO: Lessor TO: Lessee Davis McGhee Enterprises, LLC Town Manager Manager Town of Vinton 850 3rd Street 311 South Pollard Street Vinton, VA 24179 Vinton, VA 24179 9. MAINTENANCE AND INSPECTION Lessee agrees and consents that Lessor shall have the right to enter the Premises at all reasonable times for the purpose of inspecting or making any repairs or routine maintenance that Lessor may deem necessary or appropriate. In addition, Lessor covenants to keep, repair and maintain, at Lessor’s expense, the Premises in good repair, condition, and working order suitable to the purposes and Uses for which Lessee has leased the same, during the initial Term and any renewal Terms. 10. DAMAGE TO OR DESTRUCTION TO PROPERTY OR IMPROVEMENTS A. If the Premises are damaged by fire or other casualty so as to render same, in the opinion of Lessee, untenantable for the purposes or Uses for which Lessee has leased same, this Lease, and all obligations hereunder, may immediately terminate upon Lessee’s giving written notice to Lessor. B. Under no circumstances of destruction of the Premises, in part or in whole, by fire or other casualty, except vandalism, shall the Lessor be required to repair or restore the Premises. Lessor, in its sole and absolute discretion, shall decide whether to repair or restore the Premises, or any portion thereof, damaged in whole or in part by casualty or other cause. C. Any property or equipment placed or stored on the Premises by Lessee shall be at the risk of the Lessee. Provided, however, nothing herein shall limit Lessor’s liability, if any, for property damage caused by the gross negligence or willful misconduct of its officers, agents, or employees. D. Lessee shall be responsible for damage to, or loss of, real or personal property of Lessor caused by the negligence of Lessee or its officers, agents or employees. At the termination of this Lease, Lessee shall deliver peacefully the Premises to Lessor. {00438016.DOCX } 4 E. All damage or injury to the Premises and to its fixtures, appurtenances, and equipment caused by Lessee’s moving property in or out of the Premises or by installation or removal of furniture, fixtures or other property, shall be repaired, restored, or replaced promptly by Lessee at its sole cost and expense, which repairs, restorations and replacements shall be in quality and class equal to the original work or installations. F. All damage or injury to the Premises and to its fixtures, appurtenances, and equipment caused by vandalism attributable to Property stored on the Premises by the Lessee shall be repaired, restored, or replaced promptly by Lessee at its sole cost and expense, which repairs, restorations, and replacements shall be in quality and class equal to the original work or installations. 11. HAZARDOUS SUBSTANCES Lessee shall not use or permit the use of the Premises for the generation, storage, treatment, use, transportation, handling, or disposing of any chemical, material, or substance, which is regulated as toxic or hazardous or exposure to which is prohibited, limited, or regulated by any governmental authority, or which, even if not so regulated, may or could pose a hazard to the health or safety of persons on the Premises or other tenants or occupants of the building in which the Premises is located, and no such chemical, material, or substance shall be brought onto the Premises without the Lessor’s express written consent. Lessee agrees that it will at all times observe and abide by all laws and regulations relating to the handling of such materials and will promptly notify Lessor of (a) the receipt of any warning notice, notice of violation, or complaint received from any governmental agency or third party relating to environmental compliance and (b) any release of hazardous materials in or on the Premises and/or building. Lessor shall in accordance with all applicable laws, carry out, at its sole cost and expense, any remediation required as a result of the release of any hazardous substance by Lessor or by Lessor’s agents, employees, contractors, or invitees, from the Premises and or building. Notwithstanding the foregoing, Lessor shall have the right to bring on the Premises reasonable amounts of cleaning materials and the like necessary for the operation of Lessor’s business, but Lessor’s liability with respect to such materials shall be as set forth in this Article. 12. LESSOR LIABILITY/INDEMNIFICATION A. Lessor shall not be liable for any damage or liability of any kind or for any injury to or death of any persons or damage to any property on or about the Premises from any cause whatsoever, except to the extent any such matter is not covered by insurance required to be maintained by Lessee under this Lease and is attributable to Lessee’s gross negligence or willful misconduct. All property, equipment, and materials, etc., belonging to Lessee, its employees, agents, or invitees, or any occupant of the Premises shall be at the risk of Lessee or other person only, and Lessor shall not be liable for damage thereto or misappropriation thereof except as provided herein. {00438016.DOCX } 5 B. To the extent permitted by law without waiving sovereign immunity, Lessee agrees to indemnify, hold harmless, and defend Lessor from and against any and all actions or causes of action, claims, demands, liabilities, loss, damage or expense of whatsoever kind and nature, including attorneys’ fees and witness costs, which Lessor may suffer or incur by reason of bodily injury, including death, to any person or persons, or by reason of damage to or destruction of any property, including the loss of use thereof, arising out of or in any manner connected with Lessee’s exercise of the rights herein granted, or which Lessor may sustain or incur in connection with any litigation, investigation, or other expenditures incident thereto, due in whole or in part to any act, omission, or negligence of Lessee or any of its representatives or employees. If the injuries, including death, or damages are due to the sole negligence of Lessor or its representatives or employees, then Lessee shall not be liable under the provisions of this paragraph. 13. INSURANCE Lessee 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 above indemnity provisions. At minimum, Lessee will carry at its sole cost and expense the following types of insurance: A. Commercial General Liability Insurance. Licensee 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 by a group self- insurance risk pool or other insurer licensed to conduct business in 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. Workers’ Compensation Insurance and Employer’s Liability Insurance. Licensee 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. Licensee 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 by a group self-insurance risk pool or other insurer licensed to conduct business in Virginia. D. All policies of insurance shall be issued in a form acceptable to Lessor by a group self-insurance risk pool or insurance company licensed to conduct business in the Commonwealth of Virginia. Each policy shall be issued in the name of Lessee with {00438016.DOCX } 6 Lessor listed as an additional insured. All policies shall contain a provision that company writing the policy shall give Lessor 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 Lessee’s right to use the Premises as set forth in Section 5 herein. 14. LIENS Lessor’s property, including, but not limited to, the Premises, shall not be subject to liens for work done or materials used on the Premises made at the request of, or on the order of, or to discharge an obligation of, Lessee. This paragraph shall be construed so as to prohibit in accordance with applicable Virginia law, the interest of the Lessor in the Premises or any part thereof, from being subject to any lien for any improvements made by Lessee or any third-party on Lessee’s behalf (except Lessor) to the Premises. If any lien or notice of lien on account of an alleged debt of Lessee or any notice of lien by a party engaged by Lessee or Lessee’s contractor or material men for work done to the Premises is filed, Lessee shall, within ten (10) days after the notice of filing, cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. Should Lessee fail to do so, Lessor may discharge same and any amount paid and all costs and expenses, including attorneys’ fees and court costs, incurred by Lessor in connection therewith, including interest at the statutory rate, shall constitute additional Rent and shall be paid by Lessee to Lessor on demand. 15. ATTORNEYS’ FEES AND COSTS In the event of any action, suit, or other proceeding concerning or arising out of this Lease, the prevailing party shall recover all of its costs and attorneys’ fees incurred in enforcing the terms set forth herein. 16. APPLICABLE LAW The laws of the Commonwealth of Virginia shall govern the interpretation, validity, performance and enforcement of this Lease. Any legal action relating to this Lease shall be commenced only in a court of appropriate jurisdiction in Roanoke County to the express exclusion of all other courts. 17. BINDING UPON SUCCESSORS This Lease shall be binding upon the heirs, successors in interest, and assigns of the parties hereto. 18. ASSIGNMENT {00438016.DOCX } 7 This Lease shall not be assigned, and neither the Premises nor any portion thereof shall be sublet without Lessor’s prior written consent, which consent shall not be unreasonably withheld. 19. ENTIRE AGREEMENT This Lease constitutes the entire agreement between the parties with respect to the subject matter hereof. No alteration, amendment, change, or addition to this Lease shall be binding upon the Lessor or Lessee unless reduced to writing, signed, and mutually delivered between them. IN WITNESS WHEREOF, the parties have executed this Lease the day and year first written above. DAVIS MCGHEE ENTERPRISES, LLC TOWN OF VINTON, VIRGINIA By:__________________________________ By:________________________________ Ronald E. Davis, Manager Richard W. Peters, Jr., Town Manager APPROVED AS TO FORM By: _________________________________ Town Attorney ArcGIS Web Map Microsoft, Vantor, Roanoke County Imagery2025RGB Red: Band_1 Green: Band_2 Blue: Band_3 World Imagery Low Resolution 15m Imagery High Resolution 60cm Imagery High Resolution 30cm Imagery Citations 60cm Resolution Metadata 5/17/2026, 9:29:36 AM 0 0.04 0.070.02 mi 0 0.06 0.110.03 km 1:2,604 1 RESOLUTION NO. A RESOLUTION TO RENEW AND EXTEND A LEASE FOR USE OF A STORAGE LOT LOCATED NEAR 840 3rd STREET, 850 3rd STREET, AND 860 INDUSTRY CIRCLE AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, JUNE 16, 2026, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA 24179. WHEREAS, Davis-McGhee Enterprises, LLC (“Lessor”) owns property located in the Town of Vinton at 840 3rd Street, 850 3rd Street, and 860 Industry Circle; and WHEREAS, the Town of Vinton, Virginia (“Town”) requested to lease portions of 840 3rd Street and 860 Industry Circle (“the Premises”) to be used and occupied by the Town, its agents, and employees, for storage of material and equipment used by the Town’s Public Works Department and storage of vehicles seized by the Town’s Police Department; and WHEREAS, the Lessor and Town previously entered into a Lease Agreement, dated November 1, 2021, for use of the Premises by Town for the above-stated purposes and said Lease Agreement is set to expire June 30, 2026; and WHEREAS, the Lessor and Town desire to renew and extend the term of the Lease of Real Property Agreement. NOW, THEREFORE, BE IT RESOLVED, that the Town Council for the Town of Vinton does hereby approve the Lease of Real Property Agreement in substantially the same form as presented to Council at this meeting, and authorizes and directs the Town Manager or Mayor, either of whom may act, to execute and deliver the Lease of Real Property Agreement with such additional modifications, edits, revisions, and omissions as the Town Manager or Mayor, either of whom may act, finds to be reasonable; and BE IT FURTHER RESOLVED, that the Vinton Town Council authorizes and directs the Town Manager or Mayor, either of whom may act, to take such other actions, including executing and delivering additional instruments and documents, as may be necessary to carry out the purposes of this Resolution. This Resolution adopted on motion made by _________________, seconded by ______________, with the following votes recorded: AYES: ABSENT: 2 NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: ______________________________________ Megan Lawless, Town Clerk Meeting Date June 16th, 2026 Department Administration Issue Consider the adoption of a Resolution authorizing the Town Manager to execute a Second Amendment and Assignment of the 2022 Parking Lot Lease and Real Property Purchase Right of First Refusal between David S. McClung, II, and the Town for approximately 1.463 acres located at 7 Walnut Avenue, Vinton, Virginia, to Shadwell Properties, LLC. Summary Staff successfully facilitated an agreement with the owner of the property at 7 Walnut Avenue and Shadwell Properties LLC., for terms of a Second Amendment and Assignment of the 2022 Parking Lot Lease and Real Property Purchase Right of First Refusal. The Second Amendment intends to transfer the Town’s lease and option to purchase 7 Walnut to Shadwell Properties LLC., for the 12,000 square foot building to be redeveloped into two leasable commercial units. As part of the terms of the related Performance Agreement, Shadwell Properties has agreed to subdivide the property and to convey ownership of the parking lot to the Town for continued use as a public parking lot. Attachments Second Amendment and Assignment to the 2022 Parking Lot Lease and Real Property Purchase Right of First Refusal Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary 1 SECOND AMENDMENT TO AND ASSIGNMENT OF PARKING LOT LEASE AND REAL PROPERTY PURCHASE RIGHT OF FIRST REFUSAL THIS SECOND AMENDMENT TO AND ASSIGNMENT OF PARKING LOT LEASE AND REAL PROPERTY PURCHASE RIGHT OF FIRST REFUSAL AGREEMENT (“Second Amendment”) is made and entered into this 16th day of June, 2026 (“Effective Date”), by and among DAVID S. MCCLUNG, II (“Owner”), the TOWN OF VINTON, VIRGINIA, a municipal corporation in the Commonwealth of Virginia (“Town” or “Grantor”), and SHADWELL PROPERTIES, LLC, a Virginia limited liability company (“Grantee”). Owner, the Town, and Grantee may be referred to individually as a Party or collectively as the Parties. RECITALS WHEREAS, Owner is the owner of certain real property consisting of approximately 1.463 acres, located at 7 Walnut Avenue in the Town of Vinton, County of Roanoke, Virginia, and identified as Tax Parcel ID Number 060.15-07-17.00 (“Property”), which Property is depicted in Exhibit A to that Parking Lot Lease and Real Property Purchase Right of First Refusal Agreement among Owner, the Town, and TLF MCCLUNG, LLC (“TLF McClung”) dated May 1, 2022 (“Agreement”), which Agreement, including all exhibits thereto, is attached as Addendum 1 to this Second Amendment; and WHEREAS, pursuant to the Agreement, Owner leased to the Town and the Town leased from Owner that portion of the Property identified as the Parking Lot in the Agreement, which Parking Lot is depicted in Exhibit B to the Agreement; and WHEREAS, the Town has expended considerable public funds to improve the Parking Lot for use by the public for parking in and around downtown Vinton, and the Town intends to continue to use the Parking Lot for this public purpose; and WHEREAS, Owner has, pursuant to the terms of the Agreement, granted the Town a Right of First Refusal to purchase the entirety of the Property upon the occurrence of certain events as stated in the Agreement; and WHEREAS, Owner and the Town executed a First Amendment to Parking Lot Lease and Real Property Purchase Right of First Refusal Agreement dated January 24, 2025 (“First Amendment”), under which the Owner leased to the Town and the Town leased from the Owner the remainder of the Property, which consists of an approximately 12,698 square foot warehouse (“Building”), which First Amendment, including all exhibits thereto, is attached as Addendum 2 to this Agreement; and WHEREAS, the First Amendment did not modify, in any respect, the Town’s Right of First Refusal to purchase the Property pursuant to the terms of the Agreement; and WHEREAS, the Town desires to assign to Grantee and Grantee desires to accept the assignment from the Town of the Town’s right, under the Agreement, to exercise the Right of First 2 Refusal contained in the Agreement, upon the occurrence of those certain events stated in the Agreement, and subject to the modifications contained herein; provided, however, Grantee accepts this assignment of the Right of First Refusal subject to, and its exercising of the Right of First Refusal will be subject to: (i) the Town’s lease of the Parking Lot under the Agreement; and (ii) the obligation to subdivide the Parking Lot from the Property and convey the Parking Lot to the Town within thirty (30) days following the closing on Grantee’s acquisition of the Property. WITNESSETH NOW THEREFORE, in consideration of the promises and covenants exchanged herein, the Owner, the Town, and Grantee agree as follows: 1. Modified Terms of Right of First Refusal: The terms of the Right of First Refusal as stated in the Agreement have not previously been modified or amended in any manner by the parties to the Agreement. Upon the Effective Date of this Second Amendment, the Purchase Price contained in Section 7 of the Agreement will be modified as follows: If the Right of First Refusal to purchase the Property is exercised, then the Purchase Price for the Property shall be Six Hundred Thousand and 00/100 Dollars ($600,000.00). 2. Town Assigns Right of First Refusal; Conditions of Assignment: The Town does hereby assign its Right of First Refusal to Grantee subject to the following conditions: A. The Right of First Refusal shall, in all respects, be subordinate to the Town’s lease of the Parking Lot. Grantee covenants and agrees that it will not terminate, disturb, or interfere with the Town’s lease of the Parking Lot or the Town’s or the public’s use or occupancy thereof provided the Town is not in default under the terms of the Parking Lot Lease contained in the Agreement. Grantee will, as successor landlord under the Parking Lot Lease, be bound to the Town, as the tenant under the Parking Lot Lease, pursuant to the terms of the Parking Lot Lease contained in the Agreement. The Town, as tenant, shall recognize and attorn to Grantee, as successor landlord, as the Town’s direct landlord pursuant to the terms of the Parking Lot Lease contained in the Agreement. The Parking Lot Lease shall continue in full force and effect in accordance with the terms contained in the Agreement. B. Within thirty (30) days following the closing on Grantee’s acquisition of the Property, Grantee shall subdivide the Parking Lot from the Property and convey the Parking Lot to the Town, by special warranty deed. The Town will pay Grantee Ten Dollars ($10.00) for the Parking Lot. Grantee will be responsible for costs associated with subdividing the Parking Lot from the Property. The Town will be responsible for all other closing costs. The Town may extend the thirty (30) day period for Grantee to subdivide and convey the Parking Lot in its discretion. The Town has the absolute right to enforce this provision through specific performance. Grantee shall convey the Parking Lot to the Town free and clear of any and all liens and encumbrances that are not of record in the Roanoke County Circuit Court as of the date of this Second Amendment. Notwithstanding the foregoing, Grantee and 3 the Town covenant and agree that the special warranty deed conveying the Parking Lot to the Town will reserve, for the benefit of the remainder of the Property not being conveyed to the Town, an appurtenant easement, in a form reasonably acceptable to Town and Grantee, over the Parking Lot for the use of thirty (30) parking spots in the Parking Lot in order for the Building being operated on the remainder of the Property to comply with the off-street parking requirements of the Vinton Town Code. Upon conveyance of the Parking Lot, the existing lease in favor of the Town shall terminate. C. Grantee Acceptance: Grantee accepts the assignment of the Right of First Refusal from the Town subject to: (i) the modified Purchase Price contained in Section 1 of this Second Amendment and (ii) the conditions contained in Section 2 of this Second Amendment. D. Owner Consent: By executing this Second Amendment, Owner irrevocably consents to the conveyance by the Town to Grantee of the Right of First Refusal for the Property, as well as the modified Purchase Price contained in Section 1 of this Second Amendment and the conditions imposed on Grantee under Section 2 of this Second Amendment. E. Building Lease: The Building lease under First Amendment to the Agreement will terminate upon Grantee’s acquisition of the Property. Any alterations, improvements, replacements, and additions made to the Building by Town shall remain in the Building upon the expiration of the Building lease. F. Sale of Property: The Parties covenant and agree that Owner and Grantee have entered into a Purchase Agreement of even date herewith whereby Owner agrees to sell to Grantee and Grantee agrees to purchase from Owner the Property pursuant to the terms of the Purchase Agreement. If Owner and Grantee close on the sale of the Property under the Purchase Agreement, the Grantee’s rights under this Second Amendment shall be terminated. Closing on the sale of the Property under the Purchase Agreement shall not, however, terminate the Town’s rights in the Parking Lot, which shall survive any such closing, and the Town’s rights shall not merge into or be extinguished by any deed conveying the Property from the Owner to Grantee. G. Subsequent Assignment; Revocation; Reversion: A. Grantee may assign the Right of First Refusal to the Town on the terms and conditions contained in the Agreement, as modified in this Second Amendment, at any time without the Owner’s consent. Grantee and/or the Town shall provide notice to Owner of the assignment to the Town. Grantee may not make any other assignment of the Right of First Refusal. B. If, upon any written request from the Town, Grantee fails or refuses to provide the Town, within ten (10) days of the request, with written assurances of its present intention to exercise the Right of First Refusal upon the occurrence of any and all of events stated in the Agreement giving rise to right to exercise the Right of First Refusal, then the Town may revoke the assignment granted under this Second Amendment immediately by providing written notice to Owner and Grantee. 4 C. Owner and Grantee covenant and agree to provide copies of all notices required under Section 5 of the Agreement. Should Grantee fail to timely give notice of its intent to exercise the Right of First Refusal, in whole or in part, under the Agreement, then Owner shall provide written notice to the Town concerning Grantee’s failure to exercise the Right of First Refusal, in which case the Town will have thirty (30) days from its receipt of Owner’s notice to exercise the Right of First Refusal on the terms and conditions contained in the Agreement, as modified in this Second Amendment. D. Memorandum of Lease and Transfer of Right of First Refusal: The Parties shall execute a Memorandum of Lease and Assignment of Right of First Refusal and record such Memorandum in the Clerk’s Office of the Circuit Court of Roanoke County, Virginia. In the alternative, either Party may record this Second Amendment. E. Recitals Incorporated: The recitals to this Second Amendment are incorporated herein as material provisions of this agreement. F. Governing Law: This Second Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any legal action between the Parties concerning this Second Amendment shall be brought in the General District or Circuit Court for Roanoke County, Virginia, and in no other. G. Counterparts: This Second Amendment may be executed in counterparts, all such executed counterparts shall constitute the same instrument, and the signature of any Party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. WITNESS the following signatures and seals: TOWN OF VINTON _________________________ By: Richard W. Peters, Jr. Its: Town Manager SHADWELL PROPERTIES, LLC _________________________ By: Dale Wilkinson Its: Member/Manager 5 _________________________ DAVID S. MCCLUNG, II RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, JUNE 16, 2026 AT 6:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA. WHEREAS, David S. McClung, II is the owner of certain real property consisting of approximately 1.463 acres, located at 7 Walnut Avenue in the Town of Vinton; and WHEREAS, the Town and Mr. McClung executed an agreement for a Parking Lot Lease and Real Property Purchase Right of First Refusal on May 1st 2022; and WHEREAS, the Town constructed a public parking lot in 2024 for the benefit of community events, support of downtown businesses and improved tenant parking for 7 Walnut Avenue; and WHEREAS, the Town and Mr. McClung have agreed to a First Amendment to the Parking Lot Lease and Real Property Purchase Right of First Refusal between the Town in 2024, to also include the building located at 7 Walnut Avenue; and WHEREAS, the Town has facilitated terms for a Second Amendment and Assignment to Shadwell Properties LLC., who will redevelop the 12,000 square foot property into two leasable commercial units with a private investment of approximately $1,250,000; and WHEREAS, Shadwell Properties LLC., upon closing on the property, has agreed to subdivide and convey ownership of the parking lot to the Town of Vinton as part of the terms of a Performance Agreement, and WHEREAS, the redevelopment of 7 Walnut Avenue will encourage job creation, downtown business activity and revenue generation; and WHEREAS, the conveyance of the parking lot will protect the Town’s investment for the public parking lot and ensure the Town’s support of community activities and continued commercial growth within the Downtown Business District. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Second Amendment and Assignment to the Parking Lot Lease and Real Property Purchase Right of First Refusal is hereby approved in a form substantially similar to the one presented to Council and approved by the Town Attorney; and 2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and then to deliver the Amendment to the Parking Lot Lease and Real Property Purchase Right of First Refusal and any other necessary documents in furtherance of the same. This Resolution was adopted on motion made by Council Member ____________, seconded by Council Member _________________, with the following votes recorded: AYES: NAYS: APPROVED: ______________________________ Bradley E. Grose, Mayor ATTEST: _________________________________ Megan K. Lawless, Town Clerk 1 Meeting Date June 16th, 2026 Department Administration Issue Consideration to authorize a Purchase Agreement between David S. McClung, II, the Town of Vinton and Shadwell Properties for approximately 1.463 acres to include the building and parking lot located at 7 Walnut Avenue, Vinton, Virginia. Summary The Town has taken steps to Assign its Lease and Purchase Option for the 7 Walnut property through a Second Amendment with David S. McClung, II to the interested developer of Shadwell Properties, LLC. The assignment intends to encourage the redevelopment of the property into 12,000 square feet of updated and lease-ready commercial space, creating new jobs and increasing revenue opportunities within the Downtown Business District. As part of the agreements, Shadwell Properties, LLC., has agreed to subdivide the property and convey ownership of the Parking Lot to the Town of Vinton to continue to operate as a public parking option for its farmers’ market, downtown businesses and special events. Shadwell Properties will retain the right to utilize up to 30 parking spaces to serve its tenants at 7 Walnut and meet off-street parking requirements for the Town of Vinton. The Purchase Agreement provides specific details of the Town’s desire to assign its option to Shadwell Properties and allow Shadwell Properties to outright purchase the 7 Walnut Avenue Properties from David S. McClung, II. General Terms of the Purchase Agreement consist of the following: 1. Includes approximately 1.463 acres at 7 Walnut Avenue to include the building and existing improved parking lot. Town Council Agenda Summary 2 2. Town has consented to allow Shadwell Properties, LLC., to purchase the property from David S. McClung, II for $600,000. 3. Shadwell Properties, LLC., has agreed to subdivide and convey ownership of the parking lot to the Town for continued use as a public parking lot. Attachments Purchase Agreement Recommendations No action required 1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (“Agreement”) is made this 16th day of June, 2026, by and among DAVID S. MCCLUNG, II (“Seller”), and SHADWELL PROPERTIES, LLC, a Virginia limited liability company (“Buyer”), and the TOWN OF VINTON, VIRGINIA, a municipal corporation in the Commonwealth of Virginia (“Town”). Seller, Buyer, and the Town may be referred to individually as a Party or collectively as the Parties. RECITALS WHEREAS, Seller is the owner in fee simple absolute of certain real estate, together with all improvements thereon and all rights and appurtenances thereunto, consisting of approximately 1.463 acres, located at 7 Walnut Avenue in the Town of Vinton, County of Roanoke, Virginia, and identified as Tax Parcel ID Number 060.15-07-17.00 (“Property”), with one portion of the Property consisting of a public parking lot (“Parking Lot”) and the remainder of the Property consisting of an approximately 12,698 square foot warehouse (“Building”); and WHEREAS, Seller entered into that certain Parking Lot Lease and Real Property Purchase Right of First Refusal Agreement dated May 1, 2022 (“Lease/ROFR Agreement”), with the Town whereby Seller leased to the Town the Parking Lot, which was further identified as Exhibit B to the Lease/ROFR Agreement, for the Town to improve and use to provide public parking in and around downtown Vinton; and WHEREAS, the Town has expended considerable public funds to improve the Parking Lot for use by the public for parking in and around downtown Vinton, and the Town intends to continue to use the Parking Lot for this public purpose; and WHEREAS, Seller also provided the Town a Right of First Refusal to purchase the Property upon the occurrence of certain events as stated in the Lease/ROFR Agreement; and WHEREAS, the Seller and the Town entered into a First Amendment to Parking Lot Lease and Real Property Purchase Right of First Refusal Agreement dated January 24, 2025 (“First Amendment”) under which the Town leased the Building from Seller; and WHEREAS, the Parties have entered into a Second Amendment to and Assignment of Parking Lot Lease and Real Property Purchase Right of First Refusal Agreement dated January 24, 2025 (“Second Amendment”) under which the Town assigned its Right of First Refusal to purchase the Property to Buyer, subject to certain modifications and conditions contained in the Second Amendment; and WHEREAS, the Parties have entered into this Agreement to confirm and consent to the following: (i) Buyer and Seller may proceed to closing on the acquisition of the Property under the terms of this Agreement without awaiting the conditions required under the Lease/ROFR Agreement for Buyer to execute its Right of First Refusal; (ii) whether acquired under this Agreement or the Right of First Refusal, (a) the Purchase Price for the Property shall be $600,000, (b) the Buyer shall acquire the Property subject to the Town’s lease of the Parking Lot, and (c) the 2 Buyer shall be obligated within thirty (30) days following the closing on its acquisition of the Property to subdivide the Parking Lot from the Property and convey the Parking Lot to the Town. NOW THEREFORE, in consideration of the purchase price and the mutual covenants and conditions contained herein, the parties agree as follows: 1. SALE. Seller agrees to sell and Buyer agrees to purchase the Property, together with all easements, rights, and appurtenances thereto, all buildings and improvements now located thereon, and all of the Seller’s right, title, and interest in all public ways adjoining same. 2. PRICE. The purchase price (“Purchase Price”) for the Property shall be SIX HUNDRED THOUSAND and 00/100 DOLLARS ($600,000), which shall be paid at Closing. 3. CLOSING. Closing will take place at the office of Performance Title & Settlement, Inc., on or before July 31, 2026, or sooner if the conditions precedent to Closing are satisfied. 4. SUBORDINATE TO PARKING LOT LEASE. This Purchase Agreement and the deed conveying the Property to Buyer at Closing shall, in all respects, be subject and subordinate to the Parking Lot Lease contained in Section I of the Parking Lot Lease and Real Property Right of First Refusal Agreement (the “Lease”), dated May 1, 2022, between Seller and the Town of Vinton (“the Town” or “Tenant”), and to all of its renewals, amendments, modifications, or extensions. The Lease Agreement shall continue with full force and effect. Grantee covenants and agrees that it will not terminate, disturb, or interfere with the Town’s lease of the Parking Lot or the Town’s or the public’s use or occupancy thereof provided the Town is not in default under the terms of the Parking Lot Lease contained in the Agreement. Grantee will, as successor landlord under the Parking Lot Lease, be bound to the Town, as the tenant under the Parking Lot Lease, pursuant to the terms of the Parking Lot Lease contained in the Agreement. Tenant shall attorn and be bound to Buyer under all of the terms, covenants, and conditions of the Parking Lot Lease as if Buyer were the Lessor under the Lease. 5. AGREEMENT TO SUBDIVIDE AND CONVEY. This Purchase Agreement and the deed conveying the Property to Buyer at Closing shall, in all respects, be subject and subordinate to Buyer’s obligation to subdivide the Parking Lot from the Property and convey it to the Town as provided herein. Within thirty (30) days following the Closing on Buyer’s acquisition of the Property, Buyer shall subdivide the Parking Lot from the Property and convey the Parking Lot to the Town, by special warranty deed. The Town will pay Grantee Ten Dollars ($10.00) for the Parking Lot. Grantee will be responsible for costs associated with subdividing the Parking Lot from the Property. The Town will be responsible for all other closing costs. The Town may extend the thirty (30) day period for Grantee to subdivide and convey the Parking Lot in its discretion. The Town has the absolute right to enforce this provision through specific performance. Buyer shall convey the Parking Lot to the Town free and clear of any and all liens and encumbrances that are not of record in the Roanoke County Circuit Court as of the date of this Agreement. Notwithstanding the foregoing, Buyer and the Town covenant and agree that the special warranty deed conveying the Parking Lot to the Town will reserve for the benefit of the remainder of the Property not being conveyed to the Town, an appurtenant easement, in a form reasonably acceptable to Town and Buyer, over the Parking Lot for the use of thirty (30) parking spots in the 3 Parking Lot in order for the Building being operated on the remainder of the Property to comply with the off-street parking requirements of the Vinton Town Code. 6. INSPECTION REVIEW PERIOD. Commencing upon the execution of this Agreement and continuing until 6:00 p.m. (Eastern Time) on the date that is thirty (30) days after the date of the last signature on this Agreement (the “Effective Date”) (such thirty (30) day period being referred to as the “Inspection Review Period”), Purchaser shall have the right inspect the Property and to conduct the inspection review as more fully set forth below. Additionally, during the Inspection Review Period, Purchaser shall have the unconditional right to terminate the Agreement for any reason whatsoever. 7. INSPECTION REVIEW. Seller and Town hereby grant to Purchaser and Purchaser’s agents, employees and contractors, upon reasonable notice, a nonexclusive right and license to have access and to enter upon the Property, at Purchaser’s risk, to conduct, review, and approve any investigations, inspections, tests, reports, analyses, studies, or other matters deemed necessary, prudent, or desirable by Purchaser (in Purchaser’s sole discretion and at its sole cost and expense), including without limitation, the right to perform any engineering or environmental audit, study or assessment, or other survey of the Property, to determine (i) the condition and/or fitness of the Property, and (ii) the feasibility and/or desirability of acquiring the Property. Purchaser will promptly repair any damage to the Property resulting from Purchaser’s entry and tests and will promptly restore the Property to substantially the same condition which existed immediately prior to Purchaser’s entry upon the Property. Except to the extent caused by the negligence or intentional misconduct of Seller, its employees, representatives, contractors, or agents, Purchaser hereby agrees to indemnify and hold Seller and Town harmless from any losses, costs, expenses, damages, causes of action, liens, and liabilities (including, without limitation, reasonable attorneys’ fees and costs) which Seller and/or Town may suffer or incur as a consequence of Purchaser’s or its employees’, contractors’ and agents’ entry onto the Property. The aforementioned indemnification/hold harmless agreement shall not apply to circumstances or conditions on the Property existing prior to Purchaser’s entry onto the Property, even if such conditions or circumstances were unknown to Seller. All of the above due diligence shall be subject, during the Inspection Review Period, to Purchaser’s approval in its sole and absolute discretion. 8. CONVEYANCE A. Deed. Seller agrees to convey the Property to Buyer by special warranty deed, free and clear of all encumbrances, tenancies, and liens (for taxes or otherwise), except as otherwise provided in this Agreement, subject to applicable easements and restrictive covenants of record not adversely affecting the use of the Property for any purpose, or rendering title unmarketable. Buyer’s obligations to abide by the terms of the Parking Lot Lease as tenant and to subdivide the Parking Lot and convey it to the Town shall survive Closing and shall not merge into the deed conveying the Property to Buyer. B. Possession. Possession of the Property shall be given to Buyer at Closing. 4 C. Closing Costs. Except as otherwise set forth in this Agreement, Seller shall pay any grantor’s tax, his own attorney’s fees, and other costs normally paid by a Seller in similar transactions, and will pay the cost of preparing the Deed. Buyer will pay all other costs and taxes in connection with recordation of the deed, its own attorney’s fees, and other costs normally paid by a Purchaser in similar transactions. 9. PRORATIONS. All rents, interest, taxes, insurance premiums, utility bills, fuel oil, and other items of income or expense for the Property, shall be prorated as of the date of Closing. 10. BUYER’S AND SELLER’S DOCUMENTATION. To the extent that any of the following items exist and are in the possession of Seller and can be located through a reasonable search, Seller agrees to furnish to Buyer, with ten (10) days from the date hereof, any and all surveys, topographical maps, title reports, leases and amendments thereto, environmental assessments, and any notices or correspondence received from a local, state, or federal governmental body or agency, related to the environmental condition of the Property. 11. SELLER’S REPRESENTATIONS. Seller represents and warrants as of the date hereof and as of Closing that: A. Seller is the sole owner of the Property and has the right, title, and authority to enter into this Agreement and to perform its obligations hereunder; B. The entry and performance of this Agreement by Seller will not breach any agreement with any other party or create a violation of any applicable law, rule, or regulation; C. To the best of Seller’s knowledge, the Property and all structures and operations on the Property fully comply with all federal, state, and local environmental laws, rules, regulations, and requirements; D. Seller has no knowledge of or reason to believe there exists on the Property or any adjacent property any contamination of the soil, surface water, or groundwater on or under the Property or any parcel adjacent to the Property; E. Seller has no knowledge of any past or present administrative proceedings, past or present litigation, or any notices, claims, or assertions of a violation of any environmental, health, or safety law or regulation affecting the Property; F. There are no actual or threatened actions or proceedings against Seller to condemn all or any part of the Property; G. There are no existing boundary, water, or drainage disputes of which Seller has any knowledge; and H. There are no leases encumbering the Property. 5 12. REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants to Seller that (i) it has the financial ability to purchase the Property and (ii) it has the right, title, and authority to enter into this Agreement and to perform all of its obligations under this Agreement. 13. CONDEMNATION. In the event Buyer or Seller becomes aware that the Property or part thereof is or will become the subject of a condemnation proceeding, whether for public or quasi-public use, such party shall immediately give notice to the other of such proceeding. Upon giving or receipt of such notice, Buyer shall have the option, upon giving written notice to Seller within thirty (30) days following receipt of such notice of a condemnation proceeding: A. To take title in accordance with the terms and conditions of this Agreement and negotiate with the condemning authority for the condemnation award and receive its benefits; or B. To permit Seller to negotiate with the condemning authority and receive the condemnation award, in which event Buyer shall take title to the remaining Property in accordance with the terms and conditions of this Agreement and the Purchase Price hereunder shall be reduced by the amount received or receivable by Seller as compensation for that portion of the Property so taken; or C. To terminate this Agreement. Nothing in this Section shall limit the Town’s right to require that the Property owner subdivide the Parking Lot from the Property and convey the Parking Lot to the Town. 14. NOTICES. All notices to the parties hereto shall be delivered by hand or via certified mail return receipt requested, or via overnight express delivery and shall be deemed effective upon delivery if by hand and upon confirmation of receipt thereof by other means, to the following address until such address is changed by notice in writing to the other Parties: Seller: David S. McClung, II __________________________ __________________________ __________________________ Buyer: Shadwell Properties, LLC P.O. Box 450 Fincastle, Virginia 24090 Attn: Dale E. Wilkinson Town: Town of Vinton Attn: Town Manager 6 311 S. Pollard Street Vinton, Virginia 24179 15. RISK OF LOSS. All risk of loss or damage to the Property by fire, windstorm, casualty, or other cause is assumed by Seller until Closing. Seller represents it will insure the Property, at Seller’s cost, against such perils until Closing. In the event of substantial loss or damage to the Property before Closing, Buyer shall have the option of: A. terminating this Agreement, or B. affirming this Agreement, in which event Seller shall assign to Buyer all of Seller’s rights under any policy or policies of insurance applicable to the Property. Nothing in this Section shall limit the Town’s right to require that the Property owner subdivide the Parking Lot from the Property and convey the Parking Lot to the Town. 16. AGENTS. Seller and Buyer warrant and represent that there are no real estate brokers or agents entitled to receive a commission on the sale of the Property hereunder. 17. DEFAULT AND REMEDIES. A. If the sale and purchase contemplated by this Agreement is not consummated due to Buyer’s or Seller’s default, then any non-defaulting Party (including the Town) may elect to: i. terminate this Agreement; or ii. seek and obtain specific performance of this Agreement. B. If either Buyer or Seller defaults under this Agreement, such defaulting Party shall be liable for any expenses, including reasonable attorney’s fees and costs, incurred by any non-defaulting Party in connection with the enforcement of its rights under this Agreement, including without limitation the rights of the Town in compelling the subdivision and conveyance of the Parking Lot. C. These remedies are cumulative and non-exclusive, and may be pursued at the option of any non-defaulting Party without a requirement of election of remedies. 18. TERMINATION; LEASE/ROFR. Termination of this Agreement prior to Closing, no matter the reason or the identity of the terminating Party, will not modify any of the rights and obligations of the Parties under the Lease/ROFR Agreement, as amended by the First Amendment and the Second Amendment. 19. ENTIRE AGREEMENT. Except as provided herein as to the Lease/ROFR Agreement, First Amendment, and Second Amendment, this Agreement contains the entire understanding of the Parties concerning the subject matter hereof and supersedes the terms and conditions of all prior written and oral agreements, if any, concerning the matters it covers. The Parties acknowledge that there are no oral agreements, understandings, representations, or 7 warranties which supplement or explain the terms and conditions contained in this Agreement. This Agreement may not be modified except by an agreement in writing signed by the Parties. 20. WAIVER. Failure of any Party to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 21. SEVERABLILITY. If any provision of this Agreement is unenforceable, the remainder of this Agreement shall continue in effect and be construed as if the unenforceable provision had not been contained in this Agreement. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 22. RECITALS INCORPORATED. The recitals to this Agreement are incorporated herein as material provisions of this agreement. 23. CAPTIONS. Captions are used in this Agreement for convenience only and shall not be used to interpret this Agreement or any part thereof. 24. GOVERNING LAW. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the Commonwealth of Virginia. 25. CHOICE OF FORUM/JURISDICTION. The Parties hereby consent to the jurisdiction and exclusive venue of the Courts of for Roanoke County, Virgina in connection with any action, suit, or proceeding arising out of or relating to this Agreement. The Parties further waive and agree not to assert in any such action, suit, or proceeding brought in Roanoke County, Virginia, that (i) the Parties are not personally subject to the jurisdiction of such Courts, (ii) the action, suit, or proceeding is brought in an inconvenient forum, or (iii) venue is improper. 26. WAIVER OF TRIAL BY JURY. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR PARTIES ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY RELATED AGREEMENTS OR INSTRUMENTS AND THE ENFORCEMENT THEREOF, INCLUDING ANY CLAIM OF INJURY OR DAMAGE TO ANY PARTY OR THE PROPERTY OF ANY PARTY. 27. SUCCESSOR/ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and to their heirs, personal representatives, successors, and assigns. This Agreement may not be assigned by any Party without the express written consent of the other Parties. 28. COUNTERPARTS. This Agreement may be executed in any number of counterpart copies, each of which when executed and delivered shall be deemed to be an original and all of which counterparts when taken together shall constitute a single instrument. Facsimile, 8 electronic, or scanned signatures shall be binding as originals in accordance with the Virginia Uniform Electronic Transactions Act at Va. Code §§ 59.1-479, et seq. 29. CONSTRUCTION. The Parties agree that each has participated in the drafting and negotiation of this Agreement, and that the provisions of this Agreement shall not be construed in favor of either Party. 30. 1031 EXCHANGE. Buyer/Exchanger is acquiring this property to complete a Like Kind Tax-Deferred Exchange under Section 1031 of the Internal Revenue Code. Solely for the purpose of completing the Exchange this Agreement may be assigned to Realty Exchange Corporation, a qualified intermediary. Seller will be notified in writing when this assignment is made. Title, however, shall be conveyed directly from the Seller to the Buyer/Exchanger in accordance with Revenue Ruling 90-34. Seller will be held harmless, and there will be no additional expense to the Seller as a result of this Like-Kind Exchange. WITNESS, the following duly authorized signatures: _________________________ David S. McClung Date: ___________ SHADWELL PROPERTIES, LLC _________________________ By: Dale Wilkinson Its: Member/Manager Date: ___________ TOWN OF VINTON, VIRGINIA _________________________ By: Richard W. Peters, Jr. Its: Town Manager Date: ___________ RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, JUNE 16, 2026 AT 6:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA. WHEREAS, David S. McClung, II is the owner of certain real property consisting of approximately 1.463 acres, located at 7 Walnut Avenue in the Town of Vinton; and WHEREAS, the Town has assigned its lease and option to purchase 7 Walnut Avenue to Shadwell Properties, LLC.; and WHEREAS, Shadwell Properties LLC., purchased the property for $600,000 and will redevelop the 12,000 square foot building into two leasable commercial units with a private investment of approximately $1,250,000; and WHEREAS, Shadwell Properties LLC., upon closing on the property, has agreed to subdivide and convey ownership of the parking lot to the Town of Vinton as part of the terms of a Performance Agreement, and WHEREAS, the redevelopment of 7 Walnut Avenue will encourage job creation, downtown business activity and revenue generation; and WHEREAS, the conveyance of the parking lot will protect the Town’s investment for the public parking lot and ensure the Town’s support of community activities and continued commercial growth within the Downtown Business District. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Town Council for the Town of Vinton does hereby approve the Purchase Agreement in substantially the same form as presented to Council at this meeting, and authorizes and directs the Town Manager or Mayor, either of whom may act, to execute and deliver the Purchase Agreement with such additional modifications, edits, revisions, and omissions as the Town Manager or Mayor, either of whom may act, finds to be reasonable; and 2. The Vinton Town Council authorizes and directs the Town Manager or Mayor, either of whom may act, to take such other actions, including executing and delivering additional instruments and documents, as may be necessary to carry out the purposes of this Resolution. This Resolution was adopted on motion made by Council Member ____________, seconded by Council Member _________________, with the following votes recorded: AYES: NAYS: APPROVED: ______________________________ Bradley E. Grose, Mayor ATTEST: _________________________________ Megan K. Lawless, Town Clerk 1 Meeting Date June 16, 2026 Department Administration Issue Consider adoption of a Resolution authorizing the Town Manager to execute a Performance Agreement between the Town of Vinton, the Roanoke County Economic Development Authority (EDA), and Shadwell Properties, LLC., to redevelop 7 Walnut Ave, identified as Tax Parcel ID 060.15-07-17.00. Summary The Town of Vinton has negotiated the terms of a Performance Agreement with Shadwell Properties, LLC., for the redevelopment of 7 Walnut Ave into two leasable units, totaling approximately 12,000 square feet of new commercial storefront within the downtown district. The property is zoned M-1, Limited Industrial District and the primary proposed use will not require a rezoning. The building was previously used as an indoor lumber yard, a metal powder coating operation and a laydown yard and office for a commercial roofer. All environmental due diligence on the property has been performed. In 2022, the Town entered into a lease agreement and purchase option with the property owner to develop a 93-space public parking lot, which was constructed and opened in 2024 by the Town. The Town has transferred its option to Shadwell Properties, although the agreement requires the property to be subdivided and the parking lot to be conveyed to the Town for continued use as a public parking lot. Attachments Performance Agreement Exhibits A, B, C Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary {00510872.DOCX } 1 PERFORMANCE AGREEMENT THIS PERFORMANCE AGREEMENT (“Agreement”) is dated as of the 16 day of June, 2026, by and among the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation (“Town”), the ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia created pursuant to the Industrial Development and Revenue Bond Act (“Authority”), and SHADWELL PROPERTIES, LLC, a Virginia limited liability company (“Company”), each of the foregoing above a “Party” and collectively the “Parties.” Recitals: WHEREAS, the Company has acquired and owns certain real property, together with all improvements thereon and appurtenances thereunto pertaining, consisting of 1.463 acres, located at 7 Walnut Avenue in the Town of Vinton, County of Roanoke, Virginia, and identified as Tax Parcel ID Number 060.15-07-17.00 (“Property”), which is depicted on Exhibit A; and WHEREAS, the Company acquired the Property subject and subordinate to a Parking Lot Lease and Real Property Purchase Right of First Refusal Agreement (“Lease Agreement”), dated May 1, 2022, under which the Town leases that portion of the Property containing a parking lot (“Parking Lot”) for the purpose of providing parking to the general public and the Town has a right of first refusal to purchase the entirety of the Property, which Lease Agreement, including all exhibits thereto is attached as Exhibit B to this Agreement; and WHEREAS, the Town and the Property’s previous owner executed a First Amendment to Parking Lot Lease and Real Property Purchase Right of First Refusal, dated January 24, 2025, (“First Amendment”) under which the previous owner leased to the Town and the Town leased from the previous owner the remainder of the Property, which consists of an approximately 12,698 square foot warehouse (“Building”), which First Amendment, including all exhibits thereto, is attached as Exhibit C to this Agreement; and WHEREAS, the Town, the Company, and the previous owner also entered into a Second Amendment to and Assignment of Parking Lot Lease and Real Property Purchase Right of First Refusal (“Second Amendment”) under which the right of first refusal for the Property was transferred from the Town to the Company, which Second Amendment, including all exhibits thereto, is attached as Exhibit D to this Agreement; and WHEREAS, in accordance with the terms of the Purchase Agreement among the Town, the Company, and the previous owner of the Property, dated June 16, 2026 (“Purchase Agreement”), the Company agreed that it shall, after acquiring the Property from the previous owner, subdivide the Parking Lot from the Property and convey the Parking Lot, subject to a reserved parking easement, to the Town so that the Town may continue to provide public parking from the Parking Lot, which Purchase Agreement, including all exhibits thereto, is attached as Exhibit E to this Agreement; and {00510872.DOCX } 2 WHEREAS, the Company intends to renovate the Building, creating no fewer than two leasable units, and thereafter lease those units to multiple commercial Tenants who, in turn, will create at least two (2) New Jobs (“the Project”); and WHEREAS, the Company is expected to make a capital investment in the Town in the approximate amount of $1,250,000 through the acquisition and renovation of the Building (“Capital Investment”); and WHEREAS, the Town and the Authority recognize that the Company’s renovation and leasing of the units in the Building will promote economic development in the Town and provide additional tax revenue, employment opportunities, and contribute to the vitality of the area; and WHEREAS, the Town is willing to provide funds to the Authority for the Authority to provide a Local Economic Development Incentive Grant to the Company (“Local Grant”) for the purpose of inducing the Company to develop the Project, thereby directly and/or indirectly making a significant Capital Investment in the Town, achieving and maintaining Tenant occupancy of the Building, creating and maintaining New Jobs in the Town, and generating tax revenue for the Town; and WHEREAS, the Town and the Authority find that the stimulation of additional tax revenue and economic activity to be generated by the Capital Investment, the Tenant Occupancy Rate, and the New Jobs constitutes a valid public purpose for the expenditure of public funds and is the dominant and animating purpose for this Agreement and the Grant. Witnesseth: NOW THEREFORE, in consideration of the above recitals, which are expressly incorporated herein and made a part hereof, and the mutual promises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually covenant and agree as follows: 1. Definitions. For the purposes of this Agreement, the following terms shall have the following definitions, unless the context or manifest purpose of this Agreement indicate otherwise: Capital Investment in the Project means an expenditure by the Company in an amount not less than $1,250,000.00 for the acquisition and renovation of the Building, including architectural and engineering expenses; developer and legal fees; building construction, renovation and improvement costs; and furniture, fixtures and equipment, all of which must be incurred and paid no later than the Capital Investment Performance Date. Maintain means that (i) the New Jobs created pursuant to this Agreement with the assistance of the Local Grant will continue without interruption from the Job Creation Performance Date through the Job Maintenance Performance Date and (ii) the Tenant Occupancy Rate of at {00510872.DOCX } 3 least 50% of the square footage of the Building will continue without interruption from the Leased Premises Performance Date through the Leased Premises Maintenance Performance Date. New Jobs means new permanent full-time equivalent employment of an indefinite duration at the Property for which the Company or its Tenants pays an average hourly wage of at least $12.77 or the minimum hourly wage under applicable state or federal law, whichever is greater. Each New Job must require a minimum of either (i) 35 hours per week of an employee’s time for at least 48 weeks per Year, or (ii) 1,680 hours per Year. Part-time positions may be aggregated to equal a full-time equivalent position. Seasonal or temporary positions with construction contractors, vendors, suppliers, and similar multiplier or spin-off jobs shall not qualify as New Jobs. Tenant jobs relocated from other areas outside of the Town shall qualify as New Jobs. All New Jobs must be created no later than the Job Creation Performance Date and maintained through the Job Maintenance Performance Date. Occupancy Rate means leasing at least 50% of the leasable square footage in the Building. Opening Date means the date after which the Company has made the entire Capital Investment and by which the following have occurred: (i) the first paying Tenant opens and operates a business located in the Building, (ii) Tenant(s) occupy at least 50% of the leasable square footage in the Building, and (iii) Tenant(s) create at least two (2) New Jobs at the Building. The Opening Date shall be no later than January 1, 2027. Performance Date means, for each respective Target, the following: a. Subdivision and Conveyance Performance Date – the earlier of: (i) the date required under the Purchase Agreement, (ii) the Opening Date, or (iii) December 31, 2026; b. Capital Investment Performance Date – the Opening Date; c. Job Creation Performance Date – the Opening Date; d. Job Maintenance Performance Date – that date which is four (4) years immediately following the Opening Date; e. Leased Premises Performance Date – the Opening Date; and f. Leased Premises Maintenance Performance Date – that date which is four (4) years immediately following the Opening Date. If the Town deems that good faith and reasonable efforts have been made and are being made by the Company to achieve the Target(s) by the respective Performance Date, the Town may, in its sole discretion, extend any or all of the Performance Dates by up to 12 months. If any Performance Date is extended, the Town shall send written notice of the extension to the Authority and the Company and the date to which any Performance Date has been extended shall become the new “Performance Date” for the Target that is the subject of the extended Performance Date. Subdivision and Conveyance means the subdivision of the Parking Lot from the Property and the conveyance of the Parking Lot to the Town, subject to a reserved parking easement, as required under the Purchase Agreement. The conveyance of the Parking Lot to the Town must be free and clear of all liens and encumbrances (except for the reserved parking easement) that did {00510872.DOCX } 4 not exist prior to the dates of the Second Amendment and the Purchase Agreement. The Subdivision and Conveyance must occur no later than the Subdivision and Conveyance Performance Date. Target means the Company’s obligations pursuant to this Agreement to: (i) Subdivide and Convey the Parking Lot to the Town; (ii) make Capital Investments in the Property of at least $ 1,250,000.00; (iii) create and maintain at least two (2) New Jobs at the Building; (iii) achieve and maintain a Tenant Occupancy Rate for the Building of at least 50% of the leasable square footage of the Building; all as of the respective Performance Dates. Tenant means, for the purpose of this Agreement, any entity that: (i) leases a unit in the Building from the Company (or its successor) and (ii) operates its commercial business as a going concern from that unit. Year means, for the purpose of this Agreement, the 12-month period commencing on the Opening Date, or any anniversary of the Opening Date. 2. Performance by the Company; Targets. A. The Company will make the Capital Investment no later than the Capital Investment Performance Date. The development must be undertaken pursuant to plan presented to and approved by the Town, provided that such approval by the Town shall not be unreasonably withheld, conditioned, or delayed. B. The Company will, in accordance with the terms of the Purchase Agreement, subdivide and convey the Parking Lot to the Town no later than the Subdivision and Conveyance Performance Date. The conveyance of the Parking Lot to the Town must be free and clear of all liens and encumbrances that did not exist prior to the dates of the Second Amendment and the Purchase Agreement. The Company and the Town covenant and agree that the special warranty deed conveying the Parking Lot to the Town will reserve for the benefit of the Building, an appurtenant easement, in a form reasonably acceptable to the Company and the Town, over the Parking Lot for the use of thirty (30) parking spots in order for the Building to comply with the off-street parking requirements of the Vinton Town Code. C. The Company will enter into a lease or leases with a Tenant or Tenants so that at least 50% of the square footage of the Building is occupied by the Leased Premises Performance Date. D. The Company will maintain a 50% Occupancy Rate for the Building from the Leased Premises Performance Date through the Leased Premises Maintenance Performance Date. On each anniversary of the Opening Date through the Leased Premises Maintenance Performance Date, the Company will annually report to the Town and the Authority whether it has continued to maintain a 50% Occupancy Rate for the Building. E. The Company will, directly or indirectly through its Tenants, create two (2) New Jobs at the Buildings by the Job Creation Performance Date. {00510872.DOCX } 5 F. The Company will, directly or indirectly through its Tenants, maintain two (2) New Jobs at the Building from the Job Creation Performance Date through the Job Maintenance Performance Date. On each anniversary of the Opening Date through the Job Maintenance Performance Date, the Company will annually report to the Town and the Authority whether it has continued to maintain, directly or indirectly through its Tenants, two (2) New Jobs at the Building. 3. Local Grant. The Local Grant will be paid by the Authority to the Company in multiple installments as an inducement to the Company to achieve and Maintain the Targets. The Town will provide the funds to the Authority for the purpose of making the Local Grant as set forth herein. The Company will use the Grant proceeds as reimbursement for expenses related to achieving the Targets. The total Local Grant shall be in the amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00). Upon receipt of the Local Grant proceeds from the Town, the Authority shall disburse the Local Grant proceeds in multiple payments to the Company as follows: A. Payment Upon Subdivision and Conveyance of Parking Lot to Town: When the Company subdivides the Parking Lot from the Property and conveys the Parking Lot to the Town, and provided it has obtained a building permit and commenced renovations on the Building, the Town will pay to the Authority and the Authority will pay to the Company a grant in the amount of $125,000.00. B. Payment Upon Opening Date: When the Company leases at least 50% of the leasable square footage in the Building to a Tenant(s) and the Tenant(s) creates at least two (2) New Job in the Building, and provided the Company has made the Capital Investment and Subdivided and Conveyed the Parking Lot, the Town will pay to the Authority and the Authority will pay to the Company a grant in the amount of $125,000.00. C. Annual Payments: Commencing one (1) Year after the Opening Date and continuing for four (4) consecutive years thereafter (for a total of five (5) annual payments), the Town will pay to the Authority and the Authority will pay to the Company a grant in the amount of $50,000.00, provided the Company satisfies the following criteria: a. The conditions for the Local Grant payments in subsections (A) and (B) above have been satisfied; b. The Company has maintained an Occupancy Rate for the Building of at least 50% of the leasable square footage in the Building from the Leased Premises Performance Date through the Leased Premises Maintenance Performance Date; c. The Company has created and maintained at least two (2) New Jobs at the Building from the Job Creation Performance Date through the Job Maintenance Performance Date; {00510872.DOCX } 6 d. The Company has delivered to the Town and the Authority all information and evidence required under this Agreement, and all information and evidence otherwise reasonably requested by the Town or the Authority, regarding the Company’s achieving and maintaining the Targets as of each applicable Performance Date. All of the foregoing information and evidence will be subject to verification by the Town and the Authority, and the Town and Authority reserve the right to request additional information from the Company as necessary for such verification. The Company will be solely responsible for obtaining and delivering to the Town and Authority any and all information needed to verify the Targets. All information and evidence must be satisfactory to the Town and the Authority. D. Within thirty (30) days of its receipt of any of the foregoing Local Grant proceeds from the Town, the Authority will disburse such Local Grant proceeds to the Company. 4. Reporting. The Company shall annually provide, at the Company’s expense, detailed verification reasonably satisfactory to the Town and the Authority of the Company’s progress on the Targets. For the purposes of verifying the accuracy of reports, and for no other purpose, the Company hereby waives its protections under Section 58.1-3 of the Code of Virginia, 1950, as amended, and authorizes the Commissioner of the Revenue for Roanoke County, Virginia, to provide verification to the Town and the Authority from her records; provided, however, that such disclosure shall not waive the protections of § 58.1-3 as to any other person, nor authorize the Town or the Authority to disclose such information to any other person. The Company will be solely responsible for obtaining and providing detailed verification reasonably satisfactory to the Town and the Authority of all Capital Investments made to be credited towards the Company’s Capital Investment obligation, all New Jobs created and maintained to be credited towards the Company’s New Jobs obligations, and the occupancy of the Building to be credited towards the Company’s Occupancy Rate Target and Leased Premises obligations. 5. Default; Option; Forfeiture. A. If the Company (i) fails to complete the Project consistent with the terms of this Agreement on or before the last possible date that could qualify as an Opening Date or otherwise provide assurances acceptable to the Town that such opening is imminent; (ii) fails to achieve the Capital Investment Target, the New Jobs Target, or the Occupancy Rate Target by the last possible date that could qualify as an Opening Date; or (iii) breaches any other material provision of this Agreement and such breach is not cured within thirty (30) days of written notice of such breach to the Company from either the Town or the Authority, then the Company shall (a) forfeit all Local Grant payments under Section 3 of this Agreement and (b) if not already completed, subdivide the Parking Lot from the Property and convey it to the Town, free and clear of all liens and encumbrances that did not exist prior to the dates of the Second Amendment and the Purchase Agreement. If the Company conveys the Parking Lot to the Town free and clear of all liens or judgments that did not exist prior to the dates of the Second Amendment and the Purchase Agreement, then the foregoing remedies shall be sole and exclusive remedies available to the Town as a result of any of the foregoing failures of the Company. If, however, the Company fails to convey the Parking Lot to the Town free and clear of all such liens and encumbrances, then the Town may pursue any and all other remedies it may have available at law or in equity. {00510872.DOCX } 7 B. After the Opening Date, the Company’s failure to meet any annual Target will not constitute a default under this Agreement; however, Company will forfeit annual Local Grant payments under Section 3 of this Agreement as provided below: a. If the Company: (i) fails to maintain the required number of New Jobs as of any anniversary of the Opening Date; or (ii) fails to timely provide the Town and Authority with notice and evidence reasonably satisfactory to the Town and the Authority that demonstrates that the Company has maintained the required number of New Jobs as of any anniversary of the Opening Date, which failure is not cured within thirty (30) days of written notice of such failure to the Company from either the Town or the Authority, then the Annual Local Grant Payment under Section 3(C) of this Agreement for that year shall be reduced pro rata by the difference between the actual number of New Jobs the Company demonstrates it maintained and the New Jobs Target. For the purpose of this calculation, half of the Annual Local Grant Payment is attributed to the New Jobs Target and half of the Annual Local Grant Payment is attributed to the Occupancy Rate Target. For example, if the Company demonstrates that it maintained 1 New Job instead of 2 New Jobs, then the Annual Local Grant Payment attributed to New Jobs under Section 3(C) of this Agreement would be reduced by 50%, to $25,000. The Company’s failure to maintain the required number of New Jobs shall not require the repayment of prior Local Grant payments. Following the forfeiture of any Annual Local Grant Payment (or any pro rata portion thereof) under this paragraph, annual payments will resume (or be increased to the full amount) once the Company demonstrates that it has created and maintained the required number of New Jobs as of an ensuing anniversary of the Opening Date. b. If the Company: (i) fails to maintain the Occupancy Rate as of any anniversary of the Opening Date; or (ii) fails to timely provide the Town and Authority with notice and evidence reasonably satisfactory to the Town and the Authority that demonstrates that the Company has maintained the Occupancy Rate as of any anniversary of the Opening Date, which failure is not cured within thirty (30) days of written notice of such failure to the Company from either the Town or the Authority, then the Annual Local Grant Payment under Section 3(C) of this Agreement for that year shall be reduced pro rata by the difference between the actual Occupancy Rate the Company demonstrates it maintained and the Occupancy Rate Target. For the purpose of this calculation, half of the Annual Local Grant Payment is attributed to the New Jobs Target and half of the Annual Local Grant Payment is attributed to the Occupancy Rate Target. For example, if the Company demonstrates that it maintained a 25% Occupancy Rate, then the Annual Local Grant Payment attributed to the Occupancy Rate under Section 3(C) of this Agreement would be reduced by 50%, to $25,000. The Company’s failure to maintain the Occupancy Rate shall not require the repayment of prior Local Grant payments. Following the forfeiture of any Annual Local Grant Payment (or any pro rata portion thereof) under this paragraph, annual payments will resume (or be increased to the full amount) once the Company demonstrates that it has {00510872.DOCX } 8 achieved and maintained the required Occupancy Rate as of an ensuing anniversary of the Opening Date. 6. Compliance with laws. The Company agrees to comply with all applicable federal, state, and local laws, rules, and regulations in the performance of this Agreement and development of the Project, including but not limited to obtaining and maintaining a Town business license in its name or in the name of its subsidiary or affiliate doing business in the Town, as may be required. The Company must file all appropriate and applicable real estate, personal property, machinery and tools, and other tax returns and notices with the Town, ensure that it has received assessments from the Town for such taxes, and pay all such taxes when due and not claim any exemptions from real estate, personal property, or other local or shared state taxes prior to the final year of the incentive grants provided for in this Agreement. 7. Sovereign Immunity; No Consequential Damages. No provision herein shall be construed as a waiver of the sovereign immunity of the Town or the Authority. The Parties waive all claims against one another for any consequential damages that may arise out of or relate to this Agreement, including, but not limited to, loss of use of the Property, any rental expenses incurred, loss of income, profit, or financing, business, costs of overhead and expenses, whether relating to the Property or to other businesses, or loss of reputation. The provisions of this paragraph also apply to the termination of this Agreement, and will survive such termination. 8. Indemnity. The Company agrees to indemnify, defend, and hold the Authority, the Town, and their officers, directors, and employees, free and harmless for and from any and all claims, causes of action, damages or any liability of any type, including reasonable attorneys’ fees, on account of any claims by or any injury or damage to any persons or property growing out of or directly or indirectly resulting or arising in any way out of any actions, omissions or activities of the Company or its agents, employees or representatives arising out of or connected in any way to any of the matters involved in this Agreement or its performance. 9. Integration. This Agreement, including the exhibits hereto, constitutes the full and complete agreement of the Parties respecting its subject matter, and any prior or contemporaneous agreements or understandings, whether written or oral, are hereby merged into and superseded by the provisions of this Agreement. This Agreement may only be amended or supplemented by a subsequent writing of equal dignity except where expressly set forth herein. 10. Assignment. This Agreement may not be assigned by any Party without the prior written consent of the other Parties. Notwithstanding this section, the Company shall be allowed to assign its interest in this Agreement to a separate limited liability company organized solely for the purpose of holding title to the Property. Any entity so formed, shall assume all of the obligations undertaken by Company herein. 11. No Covenants of Officials. No provision of this Agreement shall be deemed a covenant, agreement, or obligation of any present or future, director, officer, employee, or agent of the Authority or the Town in his or her individual capacity, and neither Town officials nor directors of the Authority nor any officer, employee, or agent thereof executing this Agreement or any related instrument shall be liable personally on this Agreement or on such instrument or be {00510872.DOCX } 9 subject to any personal liability by reason of the execution and delivery thereof. No director, officer, employee, or agent of the Authority or the Town shall incur any personal liability with respect to any other action taken by him or her pursuant to this Agreement or the Industrial Development and Revenue Bond Act or any of the transactions contemplated hereby or thereby, provided he or she acts in good faith. 12. Not a Pledge of Full Faith and Credit. Any obligation of the Town to pay, set aside, or otherwise provide funds for the performance of this Agreement shall be construed to be subject to appropriation, and shall not be construed to be general obligations of the Town subject to Article VII § 10(b) of the Virginia Constitution. THE OBLIGATIONS OF THE AUTHORITY UNDER THIS AGREEMENT ARE NOT GENERAL OBLIGATIONS OF THE AUTHORITY BUT ARE LIMITED OBLIGATIONS PAYABLE SOLELY FROM, AND TO BE PERFORMED SOLELY TO THE EXTENT OF, THE REVENUES AND RECEIPTS DERIVED BY THE AUTHORITY FROM THE TOWN PURSUANT TO THIS AGREEMENT. THE OBLIGATIONS OF THE AUTHORITY AND THE TOWN HEREUNDER SHALL NOT BE CONSTRUED OR DEEMED TO CONSTITUTE A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE TOWN. 13. Rule of Construction as to Dates. If any action is required to be performed, or if any notice, consent, or other communication is given, on a day that is a Saturday or Sunday or a legal holiday in the Commonwealth of Virginia, such performance shall be deemed to be required, and such notice, consent, or other communication shall be deemed to be given, on the first business day following such Saturday, Sunday, or legal holiday. Unless otherwise specified herein, all references in this Agreement to a “day” or “days” refers to calendar days, and not business days. 14. Notices. All notices hereunder shall be in writing and given by personal delivery or sent by (i) certified mail return receipt requested, postage prepaid, (ii) nationally recognized courier services, or (iii) electronic means, at the addresses set forth below, unless changed in accordance with this section. Notice will be deemed received on the earlier of (i) actual receipt, (ii) five business days after deposit in the U.S. Mail, (iii) the first business day after deposit with an overnight courier, or (iv) the first business day after transmission by electronic means. To Town: Town of Vinton, Virginia Attn: Town Manager 311 Pollard Street Vinton, Virginia 24179 Email: rpeters@vintonva.gov With a copy to: Jeremy Carroll, Town Attorney Spilman, Thomas & Battle, PLLC 310 First Street, Suite 1100 (ZIP 24011) P.O. Box 90 Roanoke, Virginia 24002-0090 Email: jcarroll@spilmanlaw.com {00510872.DOCX } 10 Attn: Dale Wilkinson P.O. Box 450 Fincastle, Virginia 24090 Roanoke County, Virginia Attn: Chairman 5204 Bernard Drive, Room 421 Roanoke, Virginia 24018 Email: __________________ Roanoke County Attorney’s Office 5204 Bernard Drive, Fourth Floor Roanoke, Virginia 24018 plubeck@roanokecountyva.gov The addresses at which notice must be given may be amended by giving notice in accordance with this section without need of formal amendment to this Agreement. 15. Choice of Law. This Agreement shall be construed according to the laws of the Commonwealth of Virginia without regard to its principles of conflict of laws. The Parties consent to exclusive venue and jurisdiction in any state or federal court of competent jurisdiction for the County of Roanoke, Virginia. 16. Memorandum. Upon the request of any Party, all Parties shall execute a memorandum in reasonably agreeable form for recordation in the land records in the Clerk’s Office of the Circuit Court of Roanoke County. 17. Attorney’s Fees. The Parties agree that, except as specifically provided in this Agreement, if any Party pursues legal action to enforce the terms of this Agreement, the American Rule shall apply and each Party shall bear its own attorneys’ fees and expert costs and no fee shifting shall occur. 18. Drafter and Severability. This Agreement has been jointly drafted by the Parties, and is to be construed as jointly drafted and not to be construed against any of the Parties as the drafter, and is to be given its fair meaning. This Agreement is severable, and if any provision is found to be invalid by any court of competent jurisdiction, the remainder shall survive. 19. Covenant of Authority. All Parties warrant that their respective signatories below have full authority, and have undertaken such legal actions as may be necessary to ensure such authority, to bind the entities of which they are representatives to the full extent permitted by law. The Company agrees that, during the term of this Agreement, it will not allow its corporate {00510872.DOCX } 11 existence to lapse or its certificate of authority to conduct business in the Commonwealth of Virginia to be revoked or cancelled. 20. Time of the Essence. Time is of the essence of all obligations set forth herein for which a time is stated. 21. Survival. This Agreement is intended to survive, and shall not merge into, any real estate instrument entered between the Parties unless the instrument makes specific reference to this Agreement’s merging therein. 22. Waiver. The failure or delay of any Party to insist upon strict compliance with any term of this Agreement shall not be construed to be a waiver of this requirement in any subsequent circumstance. 23. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be construed to be an original and production of all of which shall not be necessary to prove the contents of this Agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 24. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s (“Affected Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the control of the Affected Party. The Affected Party shall give notice within 10 days of the Force Majeure Event to the other parties, stating the period of time the occurrence is expected to continue. The burden shall be on the Affected Party to prove the existence of a Force Majeure Event. The Affected Party shall use diligent efforts to end the failure or delay and ensure the effects of the Force Majeure Event are minimized. The Affected Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the Affected Party’s failure or delay remains uncured for a period of 180 consecutive days following written notice given by it under this Section, the other parties may thereafter terminate this Agreement upon 30 days’ written notice. [Signature page follows] {00510872.DOCX } 12 TOWN OF VINTON, VIRGINIA: By: Richard W. Peters, Jr. Its: Town Manager Approved as to legal form: Town Attorney ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA: By: Linwood P. Windley Its: Chairman Approved as to legal form: County Attorney SHADWELL PROPERTIES, LLC: By: Dale Wilkinson Its: Manager/Member ArcGIS Web Map Roanoke County 6/1/2026, 9:17:36 AM 0 0.01 0.020.01 mi 0 0.02 0.040.01 km 1:988 PARKING LOT LEASE AND REAL PROPERTY PURCHASE RIGHT OF FIRST REFUSAL THIS PARKING LOT LEASE AND REAL PROPERTY PURCHASE RIGHT OF FIRST REFUSAL AGREEMENT ("Agreement") is made and entered into this 1st day of May , 2022 , by and amon g DAVID S. MCCLUNG II , ("Owner"), the TOWN OF VINTON, VIRGINIA , a municipal corporation in the Commonwealth of Virginia ("Town "), and TLF MCCLUNG, LLC , a Virginia limited liability compan y ("TLF McClung "). RECITALS WHEREAS, Owner is the owner of certain real property consisting of approximately 1.463 acres , located at 7 Walnut Avenue in the Town of Vinton , County of Roanoke , Virginia , and identified as Tax Parcel ID Number 060 .15-07-17.00 (the "Property "); as depicted on the Roanoke County GIS Map attached hereto as E x hibit A ; and WHEREAS, Town is in need of additional public parking for its farmers' market , downtown businesses , and special event s; and WHEREAS, the Property is a strategic location in downtown Vinton and located directly adjacent to the farmer 's market and the Town 's Municipal Building and in close proximity to downtown businesses ; and WHEREAS, Owner agrees to lease a portion of the Property as depicted on the site concept plan attached hereto as Exhibit B to Town for use as public parking ("Parking Lot"), and Town agrees to improve the Parking Lot for its intended use ; and WHEREAS, Owner agrees to grant Town a Right of First Refusal to purchase the Property during the Term of the Lease in order to protect the Town 's investment in making improvements to the Parking Lot on the Property ; and WHEREAS, Owner and Town agree that the purchase price for the Property , should the Town exercise its Right of First Refusal , will be based on a baseline price of $400 ,000 , which amount shall increase as provided herein during the Term of this Agreement until such time as the Town exercises its Right of First Refusal ; and WHEREAS , Owner has executed and recorded a Revocable Transfer on Death Deed ("Deed "), a copy of which is attached hereto as Ex hibit C , naming TLF McClung as the beneficiary {00463069.DOCX ) for the Property (identified as Parcel 1 in the Deed) under the Virginia Uniform Real Property Transfer on Death Act , Va. Code§ 64 .2-621 et seq .; and WHEREAS , TLF McClung executes Agreement for the purpose of acknowledging that its interest in the Property upon Owner 's death shall be subject to and subordinate to the Town 's rights in the Property under this Agreement in accordance with Virginia Code § 64.2-632(B) (which provides that TLF McClung, as the designated beneficiary of transfer on death deed, will take the Property upon Owner 's death subject to contracts and other interests to which the Property is subject at the time of Owner 's death , including without limitation the Right of First Refusal). WITNESS ETH NOW THEREFORE , in consideration of the promises and mutual covenants exchanged herein , the parties agree that: I. PARKING LOT LEASE 1. Leased Premises. Owner hereby leases to Town and Town hereby leases from Owner a portion of the Property identified as the Parking Lot on Exhibit B. 2. Term. The initial term of this Agreement shall commence on the date this Agreement is fully executed by the Parties ("Commencement Date ") and shall terminate on June 30, 2032 ("Termination Date ") unless extended as provided for herein. This Agreement shall renew automatically on July 1, 2032 ("Renewal Date ") for two years , and on each two-year anniversary of the Renewal Date thereafter, on the same terms and conditions contained herein, unless either Party provides the other Party with written notice of termination of this Agreement on or before May 31 of any year during the Term or Town exercises its Right of First Refusal to purchase the Property. 3. Rent. The Rent for the Parking Lot shall be $2,400 for the period commencing on May 1, 2022 , and ending on June 30 , 2022. Thereafter, the annual Rent shall be in the amounts stated on Exhibit D for each respective fiscal year (July 1 through June 30) during the Term of the Agreement. Town shall pay Owner the prorated Rent stated above through June 30 , 2022 on or before the Commencement Date. Thereafter , Town shall pay annual Rent on or before each July l st as long as the Town is continuing to lease the Parking Lot. Rent for any partial year shall be (00463069.DOCX ) 2 prorated. If the Right of First Refusal is exercised during any Term or Renewal Term for which Rent has been paid in advance, the prorated amount of Rent after the Closing Date shall be credited to the purchase price. If the Agreement is terminated during any Term or Renewal Term without Town exercising its Right of First Refusal , then Owner shall reimburse to Town the prorated amount of Rent after the Termination Date. 4. Supplemental Rent. The Town will annually pay Supplemental Rent to the Owner in an amount equal to the increase in real estate taxes levied on the Property by Roanoke County and the Town that is directly attributable to the Town's improvements to the Parking Lot on the Property. The calculation of Supplemental Rent will be based on increases in the assessed value of Land , as a component of the value of the Property , by the Roanoke County assessor. The assessed value of Buildings on the Property shall not be included in the calculation of Supplemental Rent. The baseline real estate tax assessment value on the Land for the purposes of calculating Supplemental Rent will be the value assigned in the 2022 Roanoke County Real Estate Assessment. Any increase in the tax assessment of the Land over the 2022 assessed value of the Land will be reduced by an amount equal to the most recent year's assessed value of the Land multiplied by 2.5% for each year between the 2022 assessment and the assessment year at issue. The resulting modified increase in the assessed value of the Land will be multiplied by the then prevailing tax rates in Roanoke County and the Town to determine the amount of the Supplemental Rent. Within sixty (60) days of the end of each calendar year during the Agreement, the Owner shall provide such financial and tax payment information to the Town necessary to calculate payment and the Town shall initiate the payment to the Owner within thirty (30) days. If the Agreement is terminated or the Right of First Refusal is exercised , the Town will be relieved of the payment obligation . 5. Use of Leased Premises and Property. Town 's use of the Parking Lot shall be for public parking seven (7) days per week, twenty-four (24) hours per day. Owner shall not use the Property in any manner that interferes with Town's use of the Parking Lot for a parking lot as provided herein , unless otherwise approved by {00463069.DOCX } 3 Town in writing, in advance. During the Term of the Agreement, Town shall have access to the Property as reasonably necessary to perform studies, site plans , testing and feasibility studies for the purpose of evaluating whether and when Town may exercise its Right of First Refusal. 6. Maintenance. Town shall regularly inspect the Parking Lot and keep it free of trash and debris . 7. Improvements, Repairs, Additions & Replacements. Town may , at its own cost and expense, at any time make alterations , changes, repairs , replacements , improvements , and additions in and to the Parking Lot, provided , however , that Town shall not demolish any structure of a permanent character without the express written consent of Owner. Town may improve , alter, change and make replacements and additions to the Parking Lot as Town deems appropriate given the intended use of the Parking Lot as a parking lot. Town may maintain the Parking Lot as Town deems appropriate given the intended use of the Parking Lot. Town will work in consultation with Owner to design the alterations , changes , repairs , replacements , improvements, and additions in and to the Parking Lot to accommodate appropriate dedicated parking and ensure reasonable access to the interior of the building that is located on the Property at the time of executing the Agreement. 8. Insurance. Town shall carry public liability insurance for its activities on the Parking Lot and name the Owner as additional insured . 9. Notice. Any notice or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally , by email , or by first class mail to the Party designated below to receive such notice: {00463069.DOCX } To: Owner David S. McClung 1480 Hollybrook Rd Salem , VA 24153 4 To Town: Attn : Town Manager Town of Vinton , Virginia 311 S. Pollard A venue Vinton , Virginia 24179 To TLF McClung: Frances M . Ferguson , Member 1917 Maylin Dr. Salem , VA 24153 II. RIGHT OF FIRST REFUSAL TO PURCHASE PROPERTY 1. Right of First Refusal. In accordance with the terms and conditions herein , Owner hereb y unconditionally and irrevocably grants , bargains , sells , and conve y s t o Town , the exclusive right and option to purchase the Property at a price established as provided herein. 2. Right of First Refusal Term. The term of the Right of First Refusal shall commence on the Commencement Date of the Agreement , and shall continue during the Term of this Agreement , including any Renewal Terms . The Right of First Refusal Term shall expire only upon the termination of the Agreement.,, unless extended pursuant to the terms of Section 4 below . 3. Consideration. This Right of First Refusal is granted by Owner in consideration of Town 's agreement to improve the Parking Lot for public parking at no cost to Owner. Town has agreed to establish public parking on the Parking Lot in order to further benefit the Town , the downtown area, and its citizens . The Parties further covenant and agree that a portion of the Rent paid by Town to Owner is in consideration for the Right of First Refusal. 4. Extension of Right of First Refusal Term. This Right of First Refusal may be extended beyond the termination of the Agreement upon mutual agreement of the {00463069.DOCX } 5 Parties. For clarity this Right of First Refusal shall not expire prior to the expiration of the Tenn of the Agreement , including any Renewal Tenns. 5. Method of Exercising Right of First Refusal. Town may exercise the Right of First Refusal to purchase the Property as follows: 6. {00463069.DOCX } A. The Owner agrees not to accept any purchase offers and the Town agrees not to execute Right of First Refusal until after Owner 's death. If Owner is deemed as non-compos mentis , the Power of Attorney is bound by this agreement. B. If Owner receives a conditional or unconditional offer to purchase the Property , or any portion thereof, Owner shall provide written notice of such offer to Town within seven (7) days of Owner 's receipt of such offer. Within thirty (30) days after Town 's receipt of written notice of an offer from Owner, Town may provide written notice to Owner of the exercising of the option to purchase the Property. C . If Owner provides written notice of termination of the Parking Lot Lease under Section 1.2 . above , then , within thirty (30) days after Town 's receipt of Owner 's written notice of termination , Town may provide written notice to Owner of the exercising of the option to purchase the Property. D. Following Owner 's death , the Town may , at any time , exercise its right of first refusal by providing written notice to TLF McClung or any other successor or heir of Owner , notwithstanding the lack of a third-party offer to purchase the Property E . At any other time , during the Right of First Refusal Term the Parties may mutually agree that Town may exercise its option to purchase the Property. F. Upon Town's delivery of written notice that it is exercising its option to purchase the Property , the Parties shall cooperate in good faith to execute a mutually agreeable contract for the purchase and sale of the Property and shall thereafter proceed to closing on the transaction with reasonable diligence . The Parties covenant and agree to execute and deliver all necessary documents and to carry out all other reasonably necessary acts in order to consummate the closing on the sale of the Property to Town. Termination. This Right of First Refusal may be terminated in a writing signed by Owner and Town. 6 7. Purchase Price. If the Town exercises its Right of First Refusal to purchase the Property , Town 's Purchase Price s hall be determined as follows: A. If the Town exercises its Right of First Refusal under Section 11.5 . above , then the purchase price for the Property will be the value stated on Exhibit E for the fiscal yea r (July 1 to June 30) during which the Town gives notice of its intent to exercise its Ri ght of First Refusal , LESS any prorated Rent to be reimbursed to Town under Section 1.3. above , and any other amounts due to Town under this Agreement. B. Town shall make Rent payments as specified until the sale has closed. C . Should the Agreement be renewed under Section 1.2 , the same terms and provisions contained in sections 7 .A above will remain in effect for the Renewal Term. 8. Closing. The date for deliver y of the Deed and the closing of this transaction shall be tentativel y set within seventy-five (75) days from the date of exercise of this Ri g ht of First Refusal by Town; or at such other date as may be agreed upon in writing by the parties (the "Closing "). The Closing shall be held at a place mutuall y agreeable to the Partie s . 9. Possession. At Closing , Owner shall convey to Town good , marketable , and insurable fee simple title to the Property , or the portion thereof identified by Town in its notice , by General Warrant y Deed containing Modern English Covenants of Title free and clear of all liens , defects , and encumbrances, and subject only to such restrictions and easements as shall then be of record and which do not affect the use of the Propert y for Town's purposes. 10. Taxes, Assessments, and Closing Costs. Owner shall pay or credit to the Purchase Price all delinquent taxes , including penalties and interest, and all assessments and liens on the Property , on or before Closing. Taxes assessed but not yet delinquent shall be prorated as of the date of Closing based on a 365-day calendar year. Town shall be responsible for its title commitment , title insurance , and all due diligence costs . All other closing costs shall be split . Owner shall prepare the transfer deeds at its expense. Owner will not be responsible for payment of Town's attorneys ' fees , if any. {00463069.IXlCX } 7 11. No Mechanics Liens. Owner shall deliver to Town at Closing an affidavit , signed by Owner , certifying that no labor or materials have been furnished to the Property within the statutory period for the filing of mechanics ' or materialmen 's liens on the Property . 12. Care. Owner will maintain the Property , other than the Parking Lot , in good repair and in the condition it was on the Commencement Date , less ordinary wear and tear , during the Term of this Agreement until Closing. 13. Risk of Loss. All risk of loss or damage to the Property , other than the Parking Lot, shall remain with Owner during the Term of this Agreement until Closing . 14. No Commission. The Parties represent and warrant that no third party is entitled to any brokers commission by virtue of any aspect of this transaction. 15. Survival of Representations and Warranties. This Agreement (including the Parking Lot Lease and Real Property Purchase Right of First Refusal) shall be binding upon the Parties and their respective heirs, legal representatives, successors , heirs , and assigns , and the covenants contained herein shall survive the Closing of this transaction. Without limiting the foregoing , this Agreement (including the Parking Lot Lease and Real Property Purchase Right of First Refusal) shall be binding on TLF McClung should it acquire the Property pursuant to the Deed upon Owner 's death. 16. Amendments. This Agreement shall not be amended or modified in any way except by an instrument signed by Owner and Town . 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia . Any legal action between the Parties concerning this Agreement shall be brought in the General District Court or Circuit Court for Roanoke County , Virginia , and in no other. 18. Memorandum of Lease and Right of First Refusal. The Parties shall execute a Memorandum of Lease and Right of First Refusal and record such Memorandum in the Clerk's Office of the Circuit Court of Roanoke County , Virginia. This Agreement shall not be recorded. (00463069.DOCX } 8 19. Entire Agreement. This Agreement contains the entire agreement between the Parties and may be changed only by a written amendment, signed by both Parties . 20. Owner's Certification of Ownership. By executing this Agreement , Owner represents and warrants that (i) Owner has the full power and authority to enter into and perform its obligations under this Agreement and (ii) Owner holds fee simple title to the Property and is the sole owner of the Property. 21. Attorney's Fees. In the event of litigation relating to this Agreement , the American Rule shall apply , and each Party shall bear its own attorneys ' fees , and no fee-shifting shall apply. 22. Counterparts. This Agreement may be executed in counterparts , all such executed counterparts shall constitute the same Agreement, and the signature of any Party to any counterpart shall be deemed a signature to , and may be appended to , any other counterpart. WITNESS the following signatures and seals: ~~ , VIRGINIA By: Richard "Pete" W . Peters Jr. Its: Town Manager TLF McClung, LLC executes this Agreement for the purpose of acknowledging that its interest in the Property , if any , upon Owner's death will be subject to and subordinate to the Town 's rights in the Property under this Agreement in accordance with Virginia Code § 64.2- 632(B). . Ferguson r Approved as to form: m ~ {00463069.DOCX } 9 Property Location: 7 WALNUT AVE Parcel ID: 060 .15-07-17.00-0000 Magisterial District: Vinton Account: 20746 Card 1 of 1 Owner Name and Mailing Address: MCCLUNG DAVlD S LI (TOD) 1480 HOLLYBROOK RD SALEM VA 24153 Current Property Assessment 2021 Total Building Value: 168900 Total Land Value: 187300 Total Value: 365700 Narrative Description This property conta in s I Lot of land with a(n) WAREHOUSE style building , Built about 1950, havi ng primary CONCRETE BLOCK exterior and ASPHALT / COMPOSITION SHINGLE roof cover, 0 bedroom(s), 0 full bath(s), 0 halfbath (s). Property Characteristics Jurisdiction: Town Of Vinton Legal Description : LTS 2 THRU 11 SEC 2 & VACATEDALLEY DENNI Deeded Acreage: I Lot Neighborhood: 1016 I VINTON -DOWNTOWN 511610311022023 Estimated Acreage: 1.45 17 AC Census Block: Vacant Land: Sale Date 5/27/2021 2/11 /2021 5/1/1989 1/1/1900 1/1/1900 NO Land Us e Program: NO Sale Price Legal Reference 0 DB202l07564 0 WB202100l06 334000 DB00 13041 334 0 PB0000 100011 0 DB0009l40600 Sales Information Most Recent Sales 12/15/2021 ~ROANOKE ~--COUNTY VA Property Location: 7 WALNUT AVE Parcel ID: 060 .15-07 -1 7 .00 -0000 Mag isterial Dis tri ct: Vinton A ccount: 20746 Ca rd I ofl S plit : Zoni ng Co de Vinto n-M l Acti o n No: Da te: Ordinance : Name: 2 Zo n ing Descri pt ion Limited Industrial District Zonin g Information 12/15/2021 ~ROANOKE .411111i-COUNTYVA Property Location: 7 WALNUT AVE Parcel ID: 060 .1 5-07-17 .00-0000 Mag isterial District : Vinton Acco unt : 20746 Ca rd I of I E merg ency Communicati o ns: A irport: No Wellhead Protection: Yes Floodplain: No Overlay Di stricts Ro a noke Ri ve r Co nserv ation: No *Ma nufactured Hou s ing : No C learbrook Village: No *Fo r more In formation on Town of Vinton Zoning, please call 540-983-0605 or visit https://www.vintonva .gov/index.aspx?NID= 19 Co mmuni ty N umber : Flood Ce rtificate s Buildin g Ty pe : Year Built: 5 10 190 Flood Zone Information FIRM Panel: 51161C0169G Flood Zone : 0.2 PCT ANNUAL CHANCE FLOOD HAZARD FIRM Panel: 51161C0169G Flood Zone: X Building Desc ription WAREHOUSE Foundation Type: 1950 Roof S tructure: E ffective Date: 9/28 /2007 Floodway: Effective D a te: 9/28 /2007 Floodway: SPREAD FOOTING GABLE Finished Area (SF): 11 618 Roof Cove r: ASPHALT / COMPOSITION SHINGLE S ty le/S tory Height: 1.0 STORY Primary Ex terior Wall: CONCRETE BLOCK Bedroom s: 0 Seco ndary Ex terior Wall: Full Bath s : 0 Primary Interior Walls: MASONRY / MINIMUM Half Bath s : 0 Seco ndary Interior Wall : A ir Conditioning: Primary Floors: CONCRETE FINISHED Heatin g: 100% Seco ndary F loors: Heatin g Type : AIR-NOT DUCTED Ba se ment Garage: Heatin g Fuel : GAS Fireplace: 3 12/1 5/2021 ..::'JROANOKE Alll!A -COUNTYVA Property Location: 7 WALNUT AVE Parcel ID: 060.15-07-17.00-0000 Magisterial District: Vinton Account: 20746 Card I of I Sub Area 4 Building Areas Sketched Area Finished Area Perimeter 12/15/2021 ~ROANOKE Alllllllli-COUNTYVA Property Location: 7 WALNUT AVE Parcel ID : 060.15-07-17 .00-0000 Magisterial District: Vinton Account: 20746 Card 1 of I 1 a 5 97 BAS (1 57 ) AOF (1U4'1~.,___, Sum ea by Label: CAN =1 .. 1 8 ) BAS=1 =1 574) OF =1 z 1044) TotArea :12698 Tot dj Area : 12698 13 90 C N (1 8 ) 16 4 12/15/2021 ..JlROANOKE ..illlli-COUNTYVA Property Location : 7 WALNUT AVE Parcel lD : 060.15-07-17 .00-0000 Magisterial District: Vinton Account: 20746 Card I of I Trash Service: Friday Bulk & Brush Pickup: Town Of Vinton Recycling: Map Transfer Station Hollins Road (1.80 miles) Recreational Center: Map Craig Avenue Recreat ion Center (0.86 miles) Library: Map Vi nton Branch Library (0.60 miles) Elementary School: Middle School: High School: 6 Herman Hom William Byrd William Byrd Services Town of Vinton Website Services : Contact Provider Police S tation : Map Vinton Police, 311 S Pollard St, Vinton VA Fire Station: Town of Vinton Schools 12/15/2021 ~1ROANOKE ~ COUNTYVA Property Loca tion: 7 WALNUT AVE Parce l lD: 060 .15-07-17 .00 -0000 Magisterial District: Vinton Account: 20746 Card I ofl Satellite Provider Name HUGHESNET DISHNET SATELLITE BROADBANI: SKY CASTERS VIASAT INC Wireless 4G Provider Name AT&T MOBILITY NTELOS SPRINT T-MOBlLE US CELLULAR VERIZON WIRELESS Wireless LTE Provider Name AT&T MOBILITY T-MOBILE US CELLULAR VERIZON WIRELESS Wireline Cable Provider Name COX COMMUNICATIONS 7 Broadband Providers Upload Speed Data Not Available Data Not Available Data Not Available Data Not Available Upload Speed Data Not Available Data Not Available Data Not Available Data Not Available Data Not Available Data Not Available Upload Speed Data Not Available Data Not Available Data Not Available Data Not Available Upload Speed Data Not Available Dow n load Speed Data Not Avai lable Data Not Available Data Not Available Data Not Available Download Speed Data Not Available Data Not Available Data Not Available Data Not Available Data Not Available Data Not Available Down load Speed Data Not Avai lable Data Not Available Data Not Available Data Not Availab le Down load Speed Data Not Available 12/15/2021 ~ROANOKE ~--COUNTY VA Property Location: 7 WALNUT AVE Parcel ID : 060 .15-07-17 .00-0000 Magisterial District : Vinton Acco unt : 20746 Card I of 1 Google Street View Tax Map 38 .00 060.15 -· 7 d -✓ , I ✓ ----~ .. ..._ ... ___ Dennss ~ / -I f 36 .00 .,. I .,..,,,; , ,· ----------------;'. ____ 1 3 9.00 ,r -l . 15.00 • 16 .00 8 .. ..,...... . .. .,_,, . ., ~ -.... ;ioo··-----~ , b I / 12/15/2021 ..1:1ROANOKE .--COUNTY VA Proper ty L ocati on: 7 WALNUT AVE P a rcel ID: 060.15-07 -1 7.00 -0000 Mag isterial Di strict : Vinton Account: 20746 Ca rd 1 of 1 Hybrid 9 12/15/2021 7' I I , I I / / / Existing Conditions Current Conditions __ ,.,. + ...... . .. . . . . ~J.$ ~~v,,ttlVJ ~q_LNJA • Proposed Parking Improvements Parking Option B OfJIOAl!i:, /I~ SflfU> EXHIBIT C VIRGINIA LAND RECORD COVER SHEET Commonwealth of Virginia VA . CODE§§ 17.1-223, -227.1, -249 FORM A-COVER SHEET CONTENT Instrument Date: -·~{Pf.~.~.?.}_ .............. -............ -........ . Instrument Type: .P .. rP. ............ -........................................... . Number of Parcels : ...... f ...... Number of Pages: ....... ~ ...... .. [ ] City 1XJ County .~~~?.~ ............................... -................ . CIRCUIT COURT Tax Exempt? VIRGINIA/FEDERAL CODE SECTION 1><J Grantor .se .. 1-e11.J ................................................................... -.... . 1><J Grantee: .~~.: .. ;:~.~.;.:.'.: ....................... ____ ................... -..... . Business/Name 000053 INSTRUMENT 202107564 RECORDED IN THE CLE~K'S OFFICE OF ROANOKE COUNTY CIRCUIT C(lfff ON MAY 27, 2021 AT 11:55 AM STEVEN A. MCGRAl~, CLERK ~ECORDED BY: EEC ~-------------------(llrea llbo~e Reserved For Deed Stamp Only) ... _ ... 1...... Grantor MCCLUNG, ... DAVI D ... s . II ............................................................................................................................................................................ .. Grantor· .................................... _ ........................................................................................................... -·-···· .. ····· ............................................................... . ......... 1 ...... )( Grantee · TLF .. MCCLUNG, ... LLC ................ ____ ..................................... ____ ................................................ --- Grantee· ..... -..................................................................................................................................... -.... _ ................................. -................................. -... . Grantee Address Name: TLF MCCLUNG, LLC ................................................................................... -.................................................................................... --...................... . Address · . 14_eo .. HOLLYBR ooK ... ROAD ..................................................... _. ____ . ____ ............................................................................ _ ...... . City· .SALEM................................................................................... State· ...... vA ..... Zip Code· .24153 .............................. . Consideration: $O · 00 ................... Existing Debt: .~.2.:.~.2 .................. -....... Actual Value/Assumed: .~.~.: .. 9.~ .......................... .. PRIOR INSTRUMENT UNDER§ 58.J-80J(D): Original Principal: SO • O O .................. -..... Fair Market Value Joe.use: .. ~ .. ~ .. ·.~~ ............................ . Original Book No.: ........................................ Original Pace No.: ........................................ Original Instrument No.: .......................................... .. Prior Recording At: [ J City D<J County .~?.~ .. 9.~~ ............................................................ Percentage In This Jurisdiction: .. !.~.~.'. ........ .. Book Number: .. !} .. ~~................ Page Number: .. !~.~.~............. Instrument Number: ........................................ .. Parcel Identification Numberffax Map Number: .. ~.?.9 . .-.. ~.?.::-~.? .. :!.?_:~ .. ~.:P.~.~ .. ~ ..................................................................... -............... . Short Property Description · .LoTs ... 2-11, ... SEc .. 2, ... w.-... "· ... DENNIS .. HRS ......................................................................................................... -·-· ___ ............................................. -.............................................................................................................................. . Current Property Address: .. ? .... ~~!'.!'!.1!.£ ... ~'0. ... ~.~.?. ... ___ _ ____ ...................................................................................................... . City· ,VINTON ............................................................ State· ..... vA ...... Zip Code:.~.~.~.?..~ ................................ .. Instrument Prepared By: .'?.~~.!~~ ... ~ ... ~.!.~ ... ~ ............................ _ Recording Paid By: .~~!..~~ .... ~ ... ~.~.~~ ... ~ .................................... .. Recording Returned To: .!?.~Y..~.!?. .. ~ MCCLUNG, II .......... _ .................................................................................................................................................. .. Address · 1480 HOLLYBROOK ROAD .................................................... -............. -.......................... -...................................................................................... .. City· .sALEM ............................................................................ State: ....... ~~..... Zip Code: ... ~~}.~.~ ......... ,........... .. .... FORM CC-1570 {MASTER, PAGE ONE Of FOUR ) I Of19 Cover Sheet A C Copyright 2014 Office of lhc E.cculivc S=cury, Suprc:mc: Court of Virzinia. All righll i=n-cd. VIRGINIA LAND RECORD COVER SHEET Commonwealth of Virginia VA. CODB §§ 17.1-223, -227.1, -249 FORM C-ADDITIONAL PARCELS Instrument Date: ..................... :?.!..?..Y.?.g.?.L .................. . Instrument Type: .............................. ~.'!:.~ ............................. . Number of Parcels: ...... &....... Number of Pages : ....... ~ ....... . [ ] City [XJ County ........................... ~?~.9.~.~ ......................... .. Parcels Identification/fax Map Prior Recording At: CIB.CUIT COURT [ ] City LXJ County .~?!:~?.~ .............................................................. .. Percentage Jn This Jurisdiction: .... ~.?..?.! ... 000054 Book Number: ........... _ .. _......... Page Number: ... -................. .. (Area Above Reserved For Deed Stamp Only) Instrument Number: .?..?.!.~.~.?..~~.~ ....................... .. Parcel Identification Number (PIN)/fax Map Number· .. 036. 03-01-52. 00-0000 ................ _ .......... -......................................... . Short Property Description· NEW .. TRACT .. lA, ... cAROLYN .. _TOCK .. RHODES .................................................................................................................. . Current Property Address · .14 34 ... ROLLYBROOK .. ROAD ......................................................................................................................................................... . City:.~.~.~~.!:: ... ___ ............................................ -........... State: ...... '!.~..... Zip Code: .. ?..~.!.~! ................................. .. Prior Recording At: [ ] City IX! County .~~~:?.~ ................................................................... .. Percentage Jn This Jurisdiction: J~.?.! ................ .. Book Number: ............................ Page Number: ......................... Instrument Number: ??..~~.~!~.~.~ ............................ .. Parcel Identification Number/fax Map Number: .~.~.?..:.9?::.?1.-_:>~ .. 01-0000 ..... · ............................................................................... .. Short Property Description: .NEW .. TRACT. IIA, ... CAROLYN ... TUCK .. RHODES........................................................ ..................................................... . Current Property Address· . o ... TttOMPSON .• MEMORIAL . DRIVE ........................................................................................................................................... .. City· .. sALEM ............................................. -..................................... State: ...... "!.~...... Zip Code: .?..~.~.~.~ ............................ .. FORM CC-1570 (MASTHR, PAGB 1WO OF FOUR J 10/19 0 Copyright 2014 Office oftbe Ei<~ta,y. Supreme Court ofVirgi,lia.AII rights rcsc:rvcd. Cover Sheet C VIRGINIA LAND RECORD COVER SHEET Commonwealth ofVirginia VA. CODI!§§ l7.t-223,-227.1,-249 FORM C -ADDITIONAL PARCELS Instrument Date: ·--·-···-·······?.!.?..Y?..9..?..L ... _ ............ . Instrument Type: ···-·--·-·· .. ·············1:?.!.1:? ......•.......... _ ...... -.. . Number of Parcels: ---~······· Number of Pages: ....... ~ ....... . [ ] City IXl County ........................... ~~~~·~·················-·-· .. ·· Parcels Identification/fax Map Prior Recording At: CIRCUIT COURT [ ] City IXl County .~?~?.~.~·················· ............................................. . Percentage In This Jurisdiction: .... ~.?.?~ .... 000055 Book Number: J~.~ .. ?................ Page Number: -~~.~~-·-·-······ (Area Above Reserved For Deed Stamp Only) Instrument Number: ................................................. . Parcel Identification Number (PIN)ffax Map Number . 0.60 •. 15-03-01. 00-0000 ............ ·--·--·---········-···--······-·-···-···-···· Short Property Description· .LOTS .. 1-6, ·-SEC··· 4,. AETNA_ LAND .. & .• IMPVT ·········-·---·---·····-··············-························-···········•u•••u ••··········· Current Property Address: .. ~}.! ... !i'.~~! ... ~~.~.~ .. ; ................................. ·-··· .. ······························· ... · ...................................................................................... . City· _YINTON .............................................................................. State: ...... '!.':...... Zip Code: .. ~.~!.7_9 __ .................... . Prior Recording At: [ ] City IX] County .~~~~9.~ ............... ·--················· ............................. _ Percentage In This Jurisdiction: lOO% Book Number: .. ~.?.?................... Page Number: .?.~.................. Instrument Number· ...... ·-················· ........................... . Parcel Identification Number/fax Map Number .035 .. 04-01-04. 00-0000 ....................................................................................... . Short Property Description: J .. :.~!~ ... ~~~.~! .... ~9.~.!:-:.~~g.~~ ... ~ .................................. ·-············· ..................................................................................... . Current Property Address· . o ... HOLLYBROOK .. ROAD·····-····· .................................................................................................................................................... . City· . SALEM .............................................................. ·-···········........ State: ... -.:?:~..... Zip Code· 24153 ............................ .. FORM CC-IS70 (MASTER, PAGE THREE OF FOUR ) 10/19 C~ghl20l4 Ollia: oflhc Ex=tivc Sccrctuy, Supreme Court ofVuginiL All righls rcserval. Cover Sheet C VIRGINIA LAND RECORD COVER SHEET Commonwealth of Virginia VA. CODE§§ 17.1-223,-227.l, -249 FORM C -ADDITIONAL PARCELS Instrument Date: ·-·-···············:!.!.?.~!.?..~.?..~ .................... . Instrument Type: ···············-·············I?.'!:.?. ............... -..•.......... Number of Parcels : ....... L .... Number of Pages: ....... ~ ....... . [ ] City [XJ County ........................... ~?.~~~··························· Parcels Identification/fax Map Prior Recording At: crn.curr COURT [ ] City [XJ County .~?~~·~·~·······························-·-·-·-·-··················· Percentage In This Jurisdiction: .... ~.?..?.~-·· Book Number: .. ~.?..~·····-··········· Page Number: .?~.?. ............... . lnstnunent Number : -··············································- 000056 (Area Above Reserved For Deed Stamp Only) Parcel Identification Number (PIN)ffax Map Number: .. ~.~.~.:.~.~-:.'!.~_:-_?.~.: .. ~.~.::.~~·~·~····························-············································ Short Property Description· 4.~.·. 2 62···AcREs, ... HOLLYBROOK .. RD·······················-····················-···········-························-·-·········································· Current Property Address: ~400 ... HOLLYBROOK .. RoAo ......................................................................................................................................................... . City· .sA~f:M .................... ·--························································ State: ..... ."!.~..... Zip Code: .. ?.~.;·~·~··································· Prior Recording At: [ ] City [ ] County ........................................................................................ . Percentage In This Jurisdiction: ............................... . Book Number : .............. ·-··········· Page Number:......................... Instrument Number: ...................................................... . Parcel Identification Numberffax Map Number · ............................................................................................................................................... . Short Property Description: ............................. ·---·········-·--························· ............................ -................................. -............................................... . Current Property Address· ............................ ·-······················· .. ·-···· ... ································ .. ················-·-···· .............................................. _ ..................................... . City: .............................................................................................. ·-···· State· ................. Zip Code: ........................................... . FORMCC-IS70(MASTl!R, PAGE FOUR OF FOUR ) 10/19 0 CopyriKIJt20l4 Office of die Executive Secrcwy, Supreme Court ofV"u:gioia. All rigbls reserved. Cover Sheet C 00005? After recording return to : David S. McClung, lI 1480 Hollybrook Road Salem, VA 24153 This instrument prepared by: Daniel F. Layman, Jr. VSB #14650 P. 0 . Box256 Roanoke, VA 24002 Tax Map Nos.: 060 .15-07-17.00-0000, 036 .03-01-52.00-0000, 036 .03-01-52.01-0000, 060.1 5-03-01.00-0000, 035 .04-01-04 .00-0000, and 035 .00-01-02.00-0000 Title Insurance Undermiter : NI A Consideration: NIA Tax Assessed Value: NIA THIS DEED MUST .BE RECORDED BEFORE TIIE DEATH OF THE OWNER OR IT WILL NOT BE EFFECTIVE . THIS DEED IS EXEMPT FROM RECORDATION TAXES UNDER SECTION 58.1-81 l(J) OF THE CODE OF VIRGINIA. REVOCABLE TRANSFER ON DEATH DEED THIS REVOCABLE TRANSFER ON DEATH DEED is made and entered into this ~ I-.+ day o~ __ M---'-1_'1.__ ____ _,, 2021, by and between David S . MCCLUNG, II, as Grantor, and TLF MCCLUNG, LLC, a Virginia limited liability company, as Grantee; WITNESSETH THAT: This Revocable Transfer on Death Deed is made pursuant to the provisions of the Uniform Real Property Transfer on Death Act, Code of Virginia Section 64.2-621 et seq . In accordance with the provisions of the Uniform Real Property Transfer on Death Act, effective at the death of the undersigned Grantor, the undersigned hereby transfers and conveys his interest in the property described below to his designated beneficiary, TLF McClung, LLC. 1 000058 The legal description of the real property that shall be transferred at the death of the undersigned Grantor pursuant to this R evocable Transfer on Death Deed is as follows : Parcel 1: Located in the Town of Vinton, County of Roanoke, Virginia: Beginning at an iron pin located on the northerly side of Jackson A venue as it intersects with the easterly side of Railroad Avenue; thence along the easterly side of Railroad Avenue, N. 52 degs . 29' E. 192.84 feet to an iron pin located on the easterly side of Railroad Avenue as it intersects with the southerly side of Lee Avenue; thence along the southerly side of Lee Avenue, S. 72 degs. 23' E. 160.08 feet to a point, a comer to Lot 1 and Lo t 2, Section 2 , W. H. Dennis Map ; thence with the line between Lots 1 and 2, Section 2, W . H . Dennis Map, S. 50 degs. 45' E. 130.09 feet to a point on the westerly side of Walnut Avenue; thence along the westerly side of Walnut Avenue, ·s. 47 degs . 20 ' W. 250 feet to an iron pin located on the westerly side of Walnut Avenue as it intersects with the northerly side of Jackson Avenue; thence along the northerly side of Jackson Avenue, N . 50 degs. 36' W. 287.90 feet to an iron pin at the place of Beginning, including a vacated alley running between Jackson Avenue and Lee Avenue between Lots 2 through 6, inclusive, and Lots 7 through 11, inclusive, Section 2, W . H. Dennis Map; and being Lots 2 through 11 , inclusive, Section 2 , of the W. H. Dennis Heirs Map, and according to survey for McClung Lumber Company, Inc . made by T. P. Parker & Son, Engineers and Surveyors, dated October 16, 1973, revised March 16, 1977, a copy of which is recorded in Deed Book 1061 , page 640, in the Clerk's Office of the Circuit Court of the County of Roanoke, Virginia; and Being the same property conveyed to David S . McClung, II and Margaret G. McClung, husband and wife, as tenants by the entirety with the right of survivorship, by McClung Lumber Company, Inc . by Deed dated May 3, 1989, and recorded in the aforesaid Clerk's Office in Deed Book 1304, page 1334. Margaret G. McClung died on December 23, 2020, while still married to David S . McClung , II, thereby vesting title to this property solely in David S. McClung, II pursuant to the survivorship provision of that Deed. Parcel 2: Located in the County of Roanoke, Virginia: New Tract IA and New Tract IIA, as shown on the plat of combination and resubdivision of the property of Carolyn Tuck Rhodes et al. prepared by John D . Abbott, L.S., dated December 15, 2006, recorded in the Clerk's Office of the Circuit Court of the County of Roanoke, Virginia, in Plat Book 30, page 225; and Being the same property conveyed to David S. McClung, II and Margaret Graves McClung, husband and wife, as tenants by the entireties with the right of survivorship, by Gary Lee Ogle et al. by Deed dated May 30, 2013 , and recorded in the aforesaid Clerk's Office as Instrument No . 201307004. Margaret Graves McClung died on December 23, 2020, while still married to David S. McClung, II, thereby vesting title to this property solely in David S. McClung, II pursuant to the survivorship provision of that Deed. 2 000059 Parcel 3: Located in the Town of Vinton, County of Roanoke, Virginia: Beginning at a point on the south side of Walnut Avenue, 150 feet west of the southwest comer of Walnut Street and Fourth Avenue; thence S. 01 deg . 41' W. 130 feet to an alley; thence with said alley, N . 88 degs. 19' W. 300 feet to the east side of Fifth Avenue; thence with Fifth Avenue, N. 01 deg. 41 ' E. 130 feet to the south side of Walnut Street ; thence with Walnut Street, S. 88 degs . 19' E. 300 feet to the place of Beginning, and known as Lots 1 to 6, inclusive, Section 4, according to the Map of the Aetna Land & Improvement Company's Addition to the Town of Vinton; and Being the same property conveyed to David S. McClung, II by David S. McClung, II et ux . by Deed dated December 14, 1988 , recorded in the Clerk's Office of the Circuit Court of the County of Roanoke, Virginia, in Deed Book 1297, page 1259 . Parcel 4: Located in the County of Roanoke, Virginia: That certain tract or parcel ofland containing 9 .68 acres , more or less, as shown on plat of survey made by T . P. Parker, S.C .E ., dated October 20, 1958, a copy of which plat is attached to the Deed recorded in the Clerk's Office of the Circuit Court of the County of Roanoke, Virginia, in Deed Book 609, page 23, to which Deed reference is hereby made for a metes and bounds description of the property hereby conveyed; and Being the same property conveyed to David S. McClung, II and Margaret G. McClung as tenants in common by Bondred 0 . Martin et ux. by Deed dated December 27, 1958, and recorded in the aforesaid Clerk's Office in Deed Book 609 , page 23. Margaret G. McClung died on December 23, 2020, and by her Last Will and Testament dated August 24 , 2016, probated in said Clerk's Office on February 11, 2021, under Court File No . 202100106, she devised all of her property to her husband, David S. McClung , II. LESS AND EXCEPT, HOWEVER, the small portion of this property that was included in the property conveyed to Lewis B. McClung et ux. by Deed of Gift dated September 19, 2018, recorded in said Clerk's Office as Instrument No . 201810806. Parcel 5: Located in the County of Roanoke, Virginia: That certain tract or parcel of land containing 76 acres, more or less, as shown on map made by T. P. Parker, C.E., dated December 19, 1959, a copy of which map is attached to the Deed recorded in the Clerk's Office of the Circuit Court of the County of Roanoke, Virginia, in Deed Book 633, page 259, to which Deed reference is hereby made for a metes and bounds description of the property hereby conveyed; and 3 000060 Being the same property conveyed to David S. McClung, II and Margaret Graves McClung, husband and wife , as tenants by the entireties with the right of survivorship, by Kathleen B. McClung et al. by Deed dated January 5, 1960, and recorded in the aforesaid Clerk 's Office in Deed Book 633 , page 259 . Margaret Graves Mcclung died on December 23, 2020, while still married to David S . McClung, II, thereby vesting title to this property solely in David S. McClung , II pursuant to the survivorship provision of that Deed. ' LESS AND EXCEPT, HOWEVER, those portions of this property that were conveyed by the following deeds: (I) Deed of Gift to Lewis B. McClung et ux. dated May 21, 1986 , recorded in said Clerk's Office in Deed Book 1237, page 396; (2) Deed of Gift to Thomas Graves McClung et ux. dated September 10 , 1987, recorded in said Clerk 's Office in Deed Book 1272, page 276; and (3) Deed of Gift to the Commonwealth of Virginia dated December 23 , 1991, recorded in said Clerk's Office in Deed Book 1355, page 1505 . RIGHT TO REVOKE AND METHOD TO REVOKE D EED : Before the death of the undersigned, the undersigned has the right to revoke this deed. Under the Uniform Real Property Transfer on Death Act, an instrument is effective to revoke a recorded transfer on death deed , or a part of it, only if the instrument: (1) Is one of the following: (a) A transfer on death deed that revokes the transfer on death deed or part of the transfer on death deed expressly. (b) A transfer on death deed that names a designated beneficiary that is inconsistent with the designated beneficiary in a prior transfer on death deed . (c) An instrument ofrevocation that expressly revokes the transfer on death deed or part of the transfer on death deed. ( d) An inter vivos deed that expressly revokes the transfer on death deed or part of the transfer on death deed. (2) Is acknowledged by the transferor after the acknowledgment of the transfer on death deed being revoked and recorded before the transferor's death in the land records of the Clerk's Office of the Circuit Court where the transfer on death deed is recorded. 4 000061 After this transfer on death deed is recorded, it can be revoked only by an effective revocatory instrument recorded prior to the death of the transferor and may not be revoked by a revocatory act taken against or on the original or a copy of the recorded transfer on death deed. The execution and recordation of this transfer on death deed does not limit the effect of an inter vivas transfer of the property. At the death of the undersigned Grantor, the beneficiary takes the property subject to all restrictions, reservations, easements, conditions and liens to which the propelfy hereby conveyed is subject at the said Grantor's death. WITNESS the following signature and seal: (J__,,___W'2-_~_S_f\f\_~_~~j -44 David S. McClung, II COMMONWEAL TI-I OF VIRGINIA ) ---------) To-wit: The foregoing instrument was acknowledged before me, the undersigned notary public, in my jurisdiction aforesaid, by David S . McClung, II on this 11 ~ -t day of--'-1"1-'!1~---- 2021. (NOTARY SEAL) My commission expires: _1_;._,_/1_,...,./_,._1 ____ _ Notary Registration No .: _1_~_-_oo_;i_c._; ____ _ 5 EXHIBIT D Annual Rent for each fiscal year Fiscal Year Rent July 1, 2022 to June 30, 2023 $ 14,400 .00 July 1, 2023 to June 30, 2024 $ 14,832 .00 July 1, 2024 to June 30, 2025 $ 15,276 .96 July 1, 2025 to June 30, 2026 $ 15,735 .27 July 1, 2026 to June 30, 2027 $ 16,207.33 July 1, 2027 to June 30, 2028 $ 16,693 .55 July 1, 2028 to June 30, 2029 $ 17,194 .35 July 1, 2029 to June 30, 2030 $ 17,710 .18 July 1, 2030 to June 30, 2031 $ 18,241.49 July 1, 2031 to June 30, 2032 $ 18,788 .73 If the Term is renewed beyond June 30, 2032, then the Annual Rent will increase by three percent {3%) annually thereafter. EXHIBIT E Purchase Price will be the amount stated below for the fiscal year during which the Town gives notice under Section 11.5. of its intent to exercise its Right of First Refusal Fiscal Year July 1, 2022 to June 30, 2023 July 1, 2023 to June 30, 2024 July 1, 2024 to June 30, 2025 July 1, 2025 to June 30, 2026 July 1, 2026 to June 30, 2027 July 1, 2027 to June 30, 2028 July 1, 2028 to June 30, 2029 July 1, 2029 to June 30, 2030 July 1, 2030 to June 30, 2031 July 1, 2031 to June 30, 2032 Base Price (2.5%) +1% $ 400,000.00 $ 410,000.00 $ 420,250.00 $ 430,756.25 $ 441,525.16 $ 452,563.29 $ 463,877.37 $ 475,474.30 $ 487,361.16 $ 499,545.19 $37,474.11 $33.474.11 $29,434.11 $25,353.71 $21,232.51 $17,070.09 $12,866.05 $8,619.97 $4,331.43 $0.00 If the Term is renewed beyond June 30, 2032, then the Purchase Price will increase by two and one-half percent (2.5%}, plus one percent (1%) for each year remaining of the Term of the Agreement annually thereafter. Purchase Price $437,474.11 $443,474.11 $449,684.11 $456,109.96 $462,757.66 $469,633.37 $476743.42 $484,094.27 $491,692.59 $499,545.19 FIRST AMENDMENT TO PARKING LOT LEASE AND REAL PROPERTY PURCHASE RIGHT OF FIRST REFUSAL TIDS FIRST AMENDMENT TO PARKING LOT LEASE AND REAL PROPERTY PURCHASE RIGHT OF FIRST REFUSAL AGREEMENT ("Amendment") is made and entered into this '2'-f day of January , 2025 , by and among DAVIDS. MCCLUNG, II , ("Owner"), the TOWN OF VINTON, VIRGINIA, a municipal corporation in the Commonwealth of Virginia ("Town"), and TLF MCCLUNG, LLC , a Virginia limited liability company ("TLF McClung "). Owner, the Town, and TLF McClung collectively may be referred to herein as the Parties. RECITALS WHEREAS, Owner is the owner of certain real property consisting of approximatel y 1.463 acres , loc ated at 7 Walnut Avenue in the Town of Vinton, County of Roanoke , Virginia, and identified as Tax Parcel ID Number 060 .15-07-17 .00 ("Property"), which Property is depicted on Exhibit A to that Parking Lot Lease and R eal Property Purchase Right of First Refusal Agreement among the Parties dated May 1, 2022 ("Agreement"), which Agreement , including all exhibits thereto , is attached as Addendum 1 to this Amendment; and WHEREAS , pursuant to the Agreement , Owner leased to the Town and the Town leased from Owner that portion of the Property identified as the Parking Lot in the Agreement; and WHEREAS , the Town has , pursuant to the term s of the Agreement , improved the Parking Lot for use b y the public for parking in downtown Vinton , and the Town intends to continue to use the Parking Lot for that public purpose ; and WHEREAS , Owner has , pursuant to the terms of the Agreement, granted the Town a Right of First Refusal to purchase the Property, and TLF McClung joined in the Agreement for the purpose of acknowledging that its interest in the Property upon Owner 's death is subject to and subordinate to the Town 's rights in the Property under the Agreement in accordance with Virginia Code § 64 .2-632(B) (which provides that TLF McClung, as the designated beneficiary of a transfer on death deed , will take the Property upon Owner 's death subject to contracts and other interests to which the Property is su bject at the time of Owner 's death, including without limitation the Town's Right of First Refusal to Purchase Property); and (00463069.DOCX } 1 WHEREAS , Owner and the Town intend for the Parking Lot Lease (Section I of the Agreement) and the Right of First Refusal to Purchase Property (Section II of the Agreement) to continue in full force and effect following the execution of this Amendment ; and WHEREAS , Owner and the Town desire to amend the Agreement to add (as Section IA of the amended Agreement) a lease by Owner to the Town of the remainder of the Property , which includes an approximately 12 ,698 square foot warehouse ("Building"); and WHEREAS , TLF McClung joins in this Amendment for the purpose of confirming that its interest in the Property , including the Building , upon Owner 's death will be subject to and subordinate to the Town's rights in the Property, including the Building, under the Agreement and this Amendment in accordance with Virginia Code § 64.2-632(B) (which provide s that TLF McClung , as the designated beneficiary of a transfer on death deed , will take the Property upon Owner 's death subject to contracts and other interests to which the Property is subject at the time of Owner 's death , including without limitation the Town's Right of First Refusal to Purchase Property). WITNESSETH NOW THEREFORE , in consideration of the promises and covenants exchanged herein , the Owner, the Town , and TLF McClung agree as follows: IA. BUILDING LEASE 1. Leased Premises. Owner leases to the Town and the Town leases from Owner the remainder of the Property that is not being leased to the Town under the Parking Lot Lease included in the Agreement. The remainder of the Property leased to the Town under this Amendment includes the Building. The Parties ' intent is that , following execution of this Amendment , the Town will be leasing from Owner the entirety of the Property , which includes the Parking Lot and the Building. 2. Term and Renewal Terms. The Term of the Building Lease shall commence on February 1, 2025 ("Commencement Date "), and shall run concurrentl y with the Term of the Parking Lot Lease , terminating on June 30 , 2032 ("Termination Date "), unless extended as provided for herein and in the Agreement. For clarity , this Building Lease , like the Parkin g Lot Lease, will renew automatically on July 1, 2032 ("Renewal Date "), for two years , and on each two-year anniversary of the Renewal Date thereafter , on the same terms and conditions contained herein , unless either Owner or the Town provides the other with written notice of termination of ( 00463069.DOCX } 2 the amended Agreement on or before May 31 of any year during the Term or the Town exercise s its Right of First Refusal to purchase the Property. Because the Term of this Building Lease will run concurrently with the term of the Parking Lot Lease , the Parties covenant and agree that any termination under this Section IA.2 of the Amendment or under Section I.2. of the Agreement will apply to both the Parking Lot and the Building . Further, the Parties covenant and agree that any termination under either Section IA .2 . of this Amendment or Section I.2. of the Agreement will trigger the thirty (30) day period in which the Town may exercise its right to purchase the Property under Section 5.C. of the Right of First Refusal to Purchase Property in the Agreement. 3. Rent. The Town will pay Owner $1,800 per month ($21,600 per year) as Rent for the Building, which Rent will remain fixed until June 30 , 2026. Thereafter, the annual Rent for the Building will increase every July 1, beginning July 1, 2026 , by 3% ov er the annual Rent paid during the immediatel y preceding year. The annual Rent shall be paid in twelve equal monthl y installments on or before the 10th day of each month. At the Town 's discretion, it may prepay Rent. Rent for any partial month will be prorated. If the Right of First Refusal is exercised during any Term or Renewal Term for which Rent has been paid in advance , the prorated amount of prepaid Rent after the Closing Date shall be credited to the purchase price. If the Agreement is terminated during any Term or Renewal Term without the Town 's exercising its Ri ght of First Refusal , then Owner shall reimburse to Town the prorated amount of prepaid Rent after the Termination Date. 4.A. Late Rent Payments. If any payment of Rent due under this Amendment is not received by Owner with ten (10) days of the date it is due , Owner shall provide written notice of non-payment to the Town and , after receipt of the written notice , the Town shall pay to Owner the unpaid Rent as well as a late charge equal to ten percent ( 10%) of the late payment. All payments that remain unpaid when due shall also bear interest until paid at an annual rate equal to si x percent ( 6% ). Such late charge and intere st shall be considered as Additional Rent due to Owner. If any monthly installment of Rent and interest as herein called for remain overdue and unp aid for thirty (30) days after receipt of the written notice , Owner may, at its option, at any time during such default , declare this Building Lease terminated. Owner will have no other recourse in the event of a termination for non-payment of an installment of Rent , and the termination shall trigger the thirty (30) day period in which the Town may exercise its right to {00463069.DOCX } 3 purchase the Property under Section 5.C . of the Right of First Refusal to Purchase Property in the Agreement. 4.B. Default; Notice; Cure Period. In the event either Party ("the breaching Party") breaches any of its obligations or covenants under the amended Agreement ( other than a failure to timely pay rent which is addressed in Section 4.A.), the other Party ("the non-breaching Party") shall give written notice thereof, which notice shall detail the basis for the claimed breach, and the breaching Party shall have thirty (30) days from its receipt of the written notice to cure the breach ; provided, however, if the breach cannot reasonably be cured within thirty (30) days , then the breaching Party shall be afforded such additional time as is necessary to remedy the breach provided it promptly commences and diligently pursues the cure until completed. In the event the breaching Party fails to timely cure the breach, the non-breaching Party may undertake any of the following: (i) cure the breach at the breaching Party 's expense and continue the Agreement; (ii) terminate the Agreement ; and/or (iii) recover any actual damages suffered by the non-breaching Party. These rights and remedies of the non­ breaching Party are cumulative and shall be in addition to any other rights available to the non-breaching Party at law or in equity, except to the extent remedies are limited in this Amendment or the Agreement. 5. Use of Building. The Town or its subtenants or assignees may use the Building for any purpose permitted under applicable zoning ordinances , including any future amendments thereto. The Town shall not use the Building, or allow the Building to be used , for any unlawful or improper purpose , including , but not limited to , the unlawful or improper use , possession , sale or distribution of any illegal drugs or controlled substances as prohibited by federal , state or local law. The Town shall not cause , maintain or permit any nuisance in, on or about the Building. 6. Building Alterations, Improvements, Replacements, and Additions. The Town or its subtenants or assignees may , at any time , make alterations , improvements , replacements , and additions in and to the Building as it or they deem appropriate for any permissible use of the Building; provided , however, the improvements must comply with applicable building and fire codes and further provided the Town or its subtenants or assignees will pay any and all costs and expenses associated with the alterations , improvements , replacements , and additions. Any such alterations , improvements , replacements, and additions shall remain in the Building upon the expiration of the Building Lease . 7. Fixtures and Equipment. The Town or its subtenants or assignees may install equipment or fixtures as are reasonably necessary for its or their use of the Building . These {00463069.DOCX } 4 equipment and fixtures shall remain the property of the Town or its subtenants or assignees , and the Town or its subtenants or assignees may remove all such equipment and fixtures at the expiration of the Building Lease, provided the Town or its subtenants or assignees repairs any damages caused by the removal of such equipment and fixtures. 8. Utilities. During the Term of the Building Lease, including any Renewal Terms , the Town or its subtenants or assignees will be responsible for providing and paying for all utilities to the Building. 9. Taxes. During the Term of the Building Lease, including any Renewal Terms , the Town or its subtenants or assignees will timely pay any real estate taxes attributable to the Building. 10. Maintenance. During the Term of the Building Lease, including any Renewal Terms , the Town or its subtenants or assignees will be responsible for maintenance of all components of the Building, including structural , mechanical , electrical , and plumbing components . Owner will have no responsibility following the Commencement Date to keep the Building, or any component thereof, in good repair, working order, or condition. 11. Insurance. During the Term of the Building Lease, including any Renewal Terms , the Town or its subtenants or assignees will carry property and casualty insurance insuring the Building against fire or other casualty. The proceeds of the Town 's casualty insurance shall be used by the parties to repair any casualty to the Building in accordance with Section 15 below. The Town or its subtenants or assignees also will carry casualty insurance on the contents of the Building, including without limitation any personal property, equipment and fixtures the Town or its subtenants or assignees locates in the Building. The Town or its subtenants or assignees also will maintain broad form comprehensive general liability insurance , in such amounts and with such insurance carriers (or self-insurance) that the Town or such subtenant or assignee deems appropriate. The Town or such subtenant or assignee will provide proof of all insurance required hereunder to Owner upon Owner 's request. The Town 's liability insurance shall include Owner as an additional insured. 12. Quiet Enjoyment. Owner covenants that the Town and its subtenants and assignees shall have the quiet and peaceable enjoyment and possession of the Building during the Term of this Building Lease. 13. Owner Representations. Owner represents and warrants to the Town as follows : {00463069.DOCX } 5 a. Authority. Owner has all requisite power and authority to enter into this Amendment, lease the Building to the Town, and perform its other obligations under this Amendment. b. Fee Simple. Owner holds fee simple title to the Property and is the sole owner of the Property. c . Condition of Premises. The structural, electrical , mechanical (including heating, ventilation, and air conditioning), and plumbing components in the Building are in good working order. To the best of Owner 's knowledge after reasonable inspection, there is no mold, asbestos , or lead paint in the Building. d. No Pending Foreclosures . Landlord has not received any notice of any mortgage default , notice of any mortgage acceleration, or notice of any foreclosure sale relative to any loan on the Property. 14. Town Representations. The Town represents and warrants to Owner that it has all requisite power and authority to enter into this Amendment, lease the Building from Owner, and perform its other obligations under this Amendment. 15. Damage or Destruction of Building. If, during the Term or any Renewal Term of this Amendment , the Building is destroyed by fire , natural causes , or other casualty , or so damaged thereby that it cannot be repaired with reasonable diligence within sixty (60) days , this Amendment shall terminate as of the date of such damage or destruction. However, if the Building can with reasonable diligence be repaired within sixty (60) days , provided the damage or casualty is covered by insurance and, further provided , that loc al, state and/or federal ordinances , laws and regulations do not cause such rebuilding , restoration or repair to exceed the amount of insurance proceeds payable to Owner, the Building shall be , by Owner, repaired as quickly as is reasonably possible , and this Amendment shall remain in full force and effect; provided, however, Rent shall be abated for any part of the Premises which is rendered unfit for occupancy for the period that such unfitness continues. Termination under this Section shall trigger the thirty (30) day period in which the Town may exercise its right to purchase the Property under Section 5 .C. of the Right of First Refusal to Purchase Property in the Agreement. 16. Force Majeure. Except as otherwise expressly set forth herein , in the event Owner or the Town shall be delayed or hindered in, or prevented from , the performance of an y act or rendering of any service required under this Amendment, by reason of strikes , inability to (00463069.DOCX } 6 obtain materials , failure of power, restrictive governmental laws or regulations , acts of God , incidences of terrorism , wars or riots , civil disturbances, floods, earthquakes , frre, explosions , epidemics, pandemics , hurricanes , tornadoes , or other reasons of a similar or dissimilar nature (collectively known as an "Event"), which are beyond the reasonable control of either the Town or Owner then the performance of any such act or rendering of any such service shall be excused for the period of the resulting delay and the period of the performance or the rendering of service shall be extended for a period equivalent to the period of such delay. 17. Assignment. The Town has the absolute right, without any condition and without the need to obtain any consent, to sublet the Building or to assign its rights and intere sts in the Building to third parties selected at the Town's sole discretion; provided , however, that such sublease or assignment shall not, without Owner's written consent , release the Town from its obligations to perform under this Amendment. 18. Notice. Any notice or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally, by overnight delivery service, or by first class mail to the Party designated below to receive such notice : To Owner: David S. McClung, II 1480 Hollybrook Rd Salem, VA24153 To Town : Attn: Town Manager Town of Vinton , Virginia 311 S. Pollard Avenue Vinton, Virginia 24179 To TLF McClung: Frances M. Ferguson, Member 191 7 Maylin Dr. Salem, VA 24153 19. No Cross Default. No default by the Town under this Amendment shall operate to terminate or limit in any way the Town 's right to purchase the Property pursuant to the Right of First Refusal to Purchase Property in the Agreement. {00463069.DOCX ) 7 20. No Commi ss ion. The Parties represent and warrant that no third party is entitled to any brokers commission by virtue of any aspect of this transaction. 2 1. B inding Effect; Surviv al of Represe ntation s, Warranties, and Covenants. This Amendment shall be binding upon the Parties and their respective administrators , legal representatives, successors , heirs , subtenants , and assigns , and the representations, warranties , and covenants contained herein shall survive the termination of this Amendment and/or the Closing on the Town 's purchase of the Property. Without limiting the foregoing , this Amendment and the Agreement sh all b e binding on TLF McClung should it acquire the Property pursuant to a transfer on death deed up on Owner 's death . 22. A mendments. This Amendment shall not be amended or modified in any way except by an instrument signed by Owner and the Town. 23. Gove rnin g Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any legal action between any of the Parties relating to this Agreement shall be brought in the General District Court or Circuit Court for Roanoke County , Virginia, and in no other. 24. E ntire Agre ement. This Amendment and the Agreement contain the entire understanding among the Parties. 25 . Limitation on Rem edie s. No Party shall be liable to any other Party for , and all Parties waive and release the other Parties from , any and all consequential , indirect , special , punitive, and exemp lary damages. 26. Seve rabili ty . Any prov1s10n of this Amendment which is prohi bited by , or unlawful , or unenforceab le under Virginia law shall be ineffective only to the extent of such prohibition, without invalidating the remaining provisions ofthis Amendment or the Agreement. 27. Counterparts. This Amendment may be execute d in counterparts , all such execute d counterparts shall consti tute th e same Agreement, and the si gnature of any Party to any counterpart shall be deemed a signature to , and may be appended to, any other counterpart. 28 . Recital s; Agreement. The recitals to th is Amendment are incorporated herein and made a part of the amended Agreement. The Agreement shall remain in full force and effect following the execution of this Amendment and is amended only to the extent expressl y stated in this Amendment. {00463069.DOCX } 8 WITNESS the following signatures and seals: TOWN OF VINTON, VIRGINIA By: Richard "Pete" W. Peters Jr. Its: Town Manager David S. McClung H TLF McClung, LLC executes this Amendment for the purpose of acknowledging that its interest in the Property, including the Building, if any, upon Owner's death will be subject to and subordinate to the Town's rights in the Property, including the Building, under the Agreement and this Amendment in accordance with Virginia Code § 64.2-632(B). Approved as to form: (OG463069 rxx-x 9 / By: Frances M. Ferguson Its: Member ArcGIS Web Map Microsoft, Vantor 5/27/2026, 3:39:21 PM 0 0.01 0.020.01 mi 0 0.02 0.040.01 km 1:1,054 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, JUNE 16, 2026, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, LOCATED AT 311 S. POLLARD STREET, VINTON, VIRGINIA. WHEREAS, Shadwell Properties, LLC., (the “Company”) owns certain real property located at 7 Walnut Avenue (“the Building”) in the Town of Vinton; and WHEREAS, the Company intends to renovate and lease the building, which will involve capital investment in the Town and the creation of new jobs in the Town; and WHEREAS, the Company is expected to make a capital investment in the approximate amount of $1,250,000 through the acquisition and renovation of the Building (“Capital Investment”); and WHEREAS, in conjunction with its renovations to the building located at 7 Walnut Avenue, the Company also will subdivide the Parking Lot from the Property and convey the Parking Lot to the Town so that the Town may continue to provide public parking from the Parking Lot; and WHEREAS, the Town and the Authority recognize that the Company’s renovation and leasing of the units in the Building will promote economic development in the Town and provide additional tax revenue, employment opportunities, and contribute to the vitality of the area; and WHEREAS, the Town is willing to provide funds to the Authority for the Authority to provide a Local Economic Development Incentive Grant to the Company (“Local Grant”) for the purpose of inducing the Company to develop the Project, thereby directly and/or indirectly making a significant Capital Investment in the Town, achieving and maintaining Tenant occupancy of the Building, creating and maintaining New Jobs in the Town, and generating tax revenue for the Town; and WHEREAS, the Town and the Authority find that the stimulation of additional tax revenue and economic activity to be generated by the Capital Investment, the Tenant Occupancy Rate, and the New Jobs constitutes a valid public purpose for the expenditure of public funds and is the dominant and animating purpose for this Agreement and the Grant; and WHEREAS, the details of this development project are set out in the attached Performance Agreement among the Town, the Authority, and Shadwell Properties, LLC., which Town staff recommends that Town Council approve and that the Town Manager be authorized and directed to execute and deliver the agreement on behalf of the Town and to perform the Town’s obligations under the agreement. 2 NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Town Council for the Town of Vinton does hereby approve the Performance Agreement in substantially the same form as presented to Council at this meeting, and authorizes and directs the Town Manager or Mayor, either of whom may act, to execute and deliver the Performance Agreement with such additional modifications, edits, revisions, and omissions as the Town Manager or Mayor, either of whom may act, finds to be reasonable; and 2. The Vinton Town Council authorizes and directs the Town Manager or Mayor, either of whom may act, to take such other actions, including executing and delivering additional instruments and documents, as may be necessary to carry out the purposes of this Resolution. This Resolution adopted on motion made by Council Member _________________, seconded by Council Member __________________, with the following votes recorded: AYES: NAYS: APPROVED: ___________________________________ Bradley E. Grose, Mayor ATTEST: _______________________________________ Megan Lawless, Town Clerk Meeting Date June 16, 2026 Department Administration Issue Consideration of the McGimsey Property Request for Proposals (RFP #031626) responses and the acceptance of the proposal received from River Park Properties, LLC. Summary The Town entered into an Option to Purchase Agreement with McGimsey Family Properties, LLC on August 27, 2025, to facilitate a multi-family housing development on three parcels totaling 10.6 acres at 905 & 0 Washington Avenue. The Agreement allows for the Town to complete due diligence activities to assess the feasibility of the property for up to three years. The three-year agreement includes a Right of First Refusal to purchase the property and assign the agreement to a developer and protects the Town's investment in the engineering analysis on the property. To date, seven (7) reports have been completed including a Phase I and II Environmental Assessment, a cultural resource and threatened and endangered species review, a wetlands/stream evaluation and delineation, and a geophysical evaluation and boundary survey with the goal of redeveloping the property into a high-density or mixed-density residential housing development. On March 16, 2026, a Request for Proposals (RFP #031626) was issued to solicit proposals from developers for a multi-family housing project on the property Staff received one response to the RFP on April 30, 2026, from River Park Properties, LLC. The proposal includes the creation of a high-density residential development with a mix of housing alternatives including cottages, attached and detached single family structures and multifamily housing developed to serve a broad cross section of people with varying price points. Staff met with the RFP Review Subcommittee on May 19, 2026, to discuss the project and receive a presentation from River Park Properties, LLC. The Subcommittee recommended acceptance of the proposal and will forward their recommendation at the next meeting of the Town Council Agenda Summary Community Development Committee on June 15, 2026. It is anticipated that the CDC will recommend approval and accept the proposal for consideration by Council. Staff will present an overview to the Town Council of the McGimsey Property development RFP response received from River Park Properties, LLC, at this Town Council meeting. Attachments None Recommendations Make a motion to accept the March 16, 2026, proposal from the River Park Properties, LLC for the McGimsey Property development project and authorize staff to proceed with due diligence activities, public design charrettes to plan the residential community, and draft any necessary agreements for Council’s consideration at a future meeting. Meeting Date June 16, 2026 Department Administration Issue Consider adoption of an Ordinance repealing the Amended and Restated Intergovernmental Agreement establishing the Roanoke Valley Greenway Commission. Summary The City of Roanoke, City of Salem, Town of Vinton, and Counties of Roanoke and Botetourt wish to set forth the terms under which the Greenway Commission will be reorganized as RVARC’s Greenway Committee and some of the functions previously carried out by the Greenway Commission will be incorporated into the Regional Commission’s regional strategic plan documents in accordance with the Act. The new Seconded Amended and Restated Intergovernmental Agreement will be adopted by a separate action. Attachments Amended and Restated Intergovernmental Agreement Establishing the Roanoke Valley Greenway Commission Draft Second Amended and Restated Intergovernmental Agreement Regarding the Roanoke Valley Greenway. Ordinance Recommendations Motion to adopt Ordinance Town Council Agenda Summary 1 SECOND AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT REGARDING THE ROANOKE VALLEY GREENWAY 2 SECOND AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT REGARDING THE ROANOKE VALLEY GREENWAY July 1, 2026 This Amended and Restated Intergovernmental Agreement (“Agreement”) is made and entered as of July 1, 2026 by and among the City of Roanoke, Virginia, a Virginia municipal corporation, the City of Salem, Virginia, a Virginia municipal corporation, the Town of Vinton, Virginia, a Virginia municipal corporation, the County of Roanoke, Virginia, a Virginia political subdivision, the County of Botetourt, Virginia, a Virginia political subdivision (each a “Locality”), and the Roanoke Valley-Alleghany Regional Commission, a Virginia political subdivision under the Regional Cooperation Act (“RVARC”), each a “Party” and together the “Parties.” Recitals A. The City of Roanoke, the City of Salem, the Town of Vinton and the County of Roanoke entered an Intergovernmental Agreement Establishing the Roanoke Valley Greenway Commission in 1997, and revised the Intergovernmental Agreement in 2008. The foregoing localities and the County of Botetourt further revised and adopted the Amended and Restated Intergovernmental Agreement Establishing the Roanoke Valley Greenway Commission dated as of July 1, 2016. B. The Amended and Restated Intergovernmental Agreement provided for the creation and operations of a regional, intergovernmental board called the Greenway Commission pursuant to Section 15.2-1300 of the Code of Virginia of 1950, as amended (the “Code”). C. RVARC is a political subdivision of the Commonwealth created pursuant to the provisions of the Regional Cooperation Act, Chapter 42 of Title 15.2 of the Code (the “Act”) with the purpose, among others, of encouraging regional cooperation and coordination with the goals of improved services to citizens and increased cost-effectiveness of governmental activities. D. The City of Roanoke, City of Salem, Town of Vinton, and Counties of Roanoke and Botetourt (the “Participating Localities”) wish to set forth the terms under which the Greenway Commission will be reorganized as RVARC’s Greenway Committee and some of the functions previously carried out by the Greenway Commission will be incorporated into the Regional Commission’s regional strategic plan documents (the “Work Plan”) in accordance with the Act. Agreement NOW THEREFORE, in consideration of the foregoing premises, which are expressly incorporated herein, together with the mutual promises hereinafter contained, the Parties agree as follows: 1. Purpose. The purpose of this Agreement is to promote and facilitate coordinated direction and guidance in the planning, development and maintenance of a system of greenways throughout the Roanoke Valley. This Agreement will replace the Amended and Restated 3 Intergovernmental Agreement Establishing the Roanoke Valley Greenway Commission, which is being repealed by the parties thereto by separate action. This Agreement is an intergovernmental agreement, and is not intended to be a joint exercise of powers under Section 15.2-1300 of the Code. 2. Addition to Work Plan. a. The Parties agree that RVARC is responsible for carrying out the work, through its own forces or through contractors or partners and in consultation with the Greenway Committee, of planning, supporting, coordinating and community engagement with the Greenway System. The Parties agree that these responsibilities shall be set forth with more particularity in the annual RVARC Work Plan, which shall control over this Section in the event of a conflict. b. The Participating Localities shall, as part of the Work Plan, fund the budget submitted to them by RVARC on the same basis that bills for the Roanoke Valley Transportation Planning Organization (TPO) are calculated. RVARC shall make all budget requests not later than February 1 prior to the fiscal year for which such request is made. c. RVARC shall make reasonable and diligent efforts to obtain grants and donations in support of the Greenway program. 3. Benefits of Greenway System. The greenway system, in which each greenway is owned and operated by the Locality in which it is located, is intended to enhance the quality of life for Valley citizens and visitors and to: a. Provide safe and efficient alternative transportation linkages among recreational sites, open spaces, residential areas, employment centers, educational and cultural facilities and other activity centers; b. Encourage citizen wellness and maintain environments that promote opportunities for recreational activities; c. Protect environmental assets and retain beneficial ecological habitats; d. Maintain a contiguous urban forest ecosystem to reduce community-wide environmental problems such as excessive stormwater runoff, air quality degradation, water pollution and urban climate change; e. Promote an appreciation for the Valley’s natural, historical and cultural resources and its neighborhoods; f. Protect and link significant remnants of the community’s undeveloped open spaces, woodlands and wetlands; and g. Enhance the Valley’s appearance to encourage tourism, promote economic development and improve the living environment for residents. 4 4. Continuation of Greenway Committee in Advisory Role. The Parties agree that the Greenway Committee shall continue in an advisory role in order to assist RVARC in carrying out its responsibilities under this Agreement. Its responsibilities and duties are: a. To study the needs of the Roanoke Valley and the desires of the Valley residents as expressed in the most recent Roanoke Valley Greenways Plan; to review these plans every five years and assist RVARC in preparing any necessary additional provisions or revisions and to encourage inclusion of a coordinated system of greenways into each Participating Locality's planning efforts; b. To advise and inform RVARC and to assist it in advising and informing the governing bodies and citizens of the Valley of existing, planned and potential opportunities for potential greenways within the Valley; c. To make recommendations to RVARC and the governing bodies relative to desirable federal, state, and local legislation concerning greenway programs and related activities; d. To apprise RVARC of and assist it in soliciting funding, grants, and/or donations of land, property or services from the Commonwealth of Virginia, the United States of America, their agencies, private citizens, corporations, institutions and others to promote, construct or maintain greenways within the Roanoke Valley; e. To advise RVARC on pursuing and promoting public/private partnerships, work with nonprofit organizations, and facilitate cooperation among Valley governments in developing, constructing and maintaining a system of greenways throughout the Valley; f. To assist RVARC and the Participating Localities with developing project plans and timetables and defining roles and responsibilities. 5. Effective Date, Establishment of Greenway Committee and Parties. This Agreement shall be effective on July 1, 2026. The Greenway Committee will, on that date, cease to exist as an independent joint exercise of powers board under the provisions of Section 15.2-1300 of the Code and become an advisory body of RVARC in its activities under this Agreement and the Work Plan. Additional participating localities may be added as parties to this Agreement upon unanimous approval of an amendment to this Agreement by the Parties (including such additional parties as may be added through such amendments). 6. Membership. a. The Greenway Committee shall be composed of members appointed as follows: i. Up to three (3) members from each of the Participating Localities, to be appointed by their governing bodies for staggered terms of three (3) years. Each member shall be a resident of the locality that he or she represents; 5 ii. Up to (1) member appointed by the Roanoke Valley Transportation Planning Organization for a term of three (3) years; iii. Up to two (2) staff members from each of the Participating Localities, appointed by the chief administrative officer; and iv. One member appointed by Pathfinders for Greenways, Inc., the nonprofit group established to support greenways in the Roanoke Valley. b. In addition to the above members, one representative from each of the following organizations, who shall have voice but not vote at meetings of the Greenway Committee: i. The Western Virginia Water Authority; ii. Such interested organizations as the Greenway Committee may approve. c. A vacancy for the remainder of a term shall be filled by the governing body or person making the original appointment. An appointment to fill a seat vacated during a term shall be only for the remainder of a term. Members whose seats are not filled shall continue to serve until a replacement is appointed. Members may succeed themselves. d. The members of the Greenway Committee shall serve without compensation. 7. Meetings. a. The Greenway Committee shall hold regular meetings at least once per quarter per year. The Greenway Committee shall be a public body subject to the Virginia Freedom of Information Act, Chapter 37 of Title 2.2 of the Code. Meetings may be called at the request of RVARC, the chair or written request of a majority of members. b. The Greenway Committee may adopt bylaws to conduct the affairs of the Committee. c. The Greenway Committee may establish committees as necessary to fulfill the duties and responsibilities of the Greenway Committee. 8. Duration. a. This Agreement shall remain in force until terminated or modified by approval of all Parties. b. This Agreement may be amended by approval by the governing bodies of each Participating Locality. c. A Participating Locality may withdraw from this Agreement by resolution without need of approval of the other Participating Localities. 6 9. Insurance for Greenway Committee. RVARC shall procure liability insurance for the members of the Greenway Committee, and retain such insurance in full force and effect. The cost of the premium for such insurance shall be allocated as a cost under Section 3.b. 10. No Liability of Officials. No provision of this Agreement shall be deemed a covenant, agreement, or obligation of any present or future, director, officer, employee, or agent of RVARC, the Greenway Committee or any Participating Locality in his or her individual capacity, and neither shall any officer, employee, or agent thereof executing this Agreement or any related instrument be liable personally on this Agreement or be subject to any personal liability by reason of the execution and delivery thereof. No officer, employee or agent of RVARC, the Greenway Committee or any Participating Locality shall incur any personal liability with respect to any other action taken by him or any of the transactions contemplated hereby or thereby, provided he or she acts in good faith. 11. Integration. This Agreement, including the exhibits hereto, constitutes the full and complete agreement of the Parties respecting its subject matter, and any prior or contemporaneous agreements or understandings, whether written or oral, are hereby merged into and superseded by the provisions of this Agreement. This Agreement may only be amended or supplemented by a subsequent writing of equal dignity except where expressly set forth herein. 12. Sovereign Immunity. Nothing in this Agreement is intended to waive, or shall be construed to waive, the sovereign immunity of any party. 13. Not a Pledge of Faith and Credit. The financial obligations of RVARC and the Participating Localities under this Agreement shall be carried out only to the extent of funds duly appropriated and lawfully available therefor. 14. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, and all of which together constitute one and the same instrument. Electronic signatures are permitted in accordance with the Virginia Uniform Electric Transactions Act. Remainder of Page Intentionally Blank Signatures on Following Pages 7 CITY OF ROANOKE, VIRGINIA, Valmarie Turner, City Manager Dated: 8 CITY OF SALEM, VIRGINIA, Christopher Dorsey, City Manager Dated: 9 TOWN OF VINTON, VIRGINIA, Richard “Pete” Peters, Town Manager Dated: 10 COUNTY OF ROANOKE, VIRGINIA, Richard Caywood, County Administrator Dated: Peter S. Lubeck, County Attorney 11 COUNTY OF BOTETOURT, VIRGINIA, Gary Larrowe, County Administrator Dated: Michael W.S. Lockaby, County Attorney 12 ROANOKE VALLEY ALLEGHANY REGIONAL COMMISSION, Jeremy Holmes, Executive Director Dated: AN UNCODIFIED ORDINANCE OF THE VINTON TOWN COUNCIL REPEALING THE AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT ESTABLISHING THE ROANOKE VALLEY GREENWAY COMMISSION WHEREAS, the Cities of Roanoke and Salem, the Counties of Roanoke and Botetourt and the Town of Vinton (the “Participating Localities”) adopted that certain Amended and Restated Intergovernmental Agreement Establishing the Roanoke Valley Greenway Commission as of July 1, 2016 (the “Intergovernmental Agreement”), establishing the Roanoke Valley Greenway Commission, which was adopted by uncodified ordinance as a joint exercise of powers pursuant to Section 15.2-1300 of the Code of Virginia of 1950, as amended; and WHEREAS, the Participating Localities wish to restructure the arrangements set forth in the Intergovernmental Agreement and enter into a new Agreement, which is being undertaken by separate action. The new Agreement is not subject to Section 15.2-1300 of the Code; and WHEREAS, the Intergovernmental Agreement must be repealed by ordinance; and WHEREAS, the new Agreement is being adopted by separate action. NOW THEREFORE, BE IT ORDAINED by the Vinton Town Council, Virginia as follows: 1. The Intergovernmental Agreement is repealed. 2. This Ordinance shall be kept among the permanent papers of the Town Council as an uncodified ordinance. 3. This Ordinance is effective on July 15, 2026. Adopted on motion by ________, and seconded by_________ with the following votes recorded: AYES: NAYS: APPROVED: ____________________________ Bradley E. Grose, Mayor ATTEST: ___________________________ Megan Lawless, Town Clerk Meeting Date June 16, 2026 Department Administration Issue Consider adoption of a Resolution to renew and extend a lease for use of parcels located near 11th Street and Walnut Avenue Summary Cargill Incorporated operates an animal feed manufacturing, storage and shipping facility near Walnut Avenue in the Town of Vinton. Cargill needs parking for employees and for trailers which are used to ship Tenant’s products. The Town owns eight small lots in the vicinity of Booker Avenue, 11th Street, and Walnut Avenue, which Cargill previously has leased for use. This lease of real property was advertised as a Public Hearing in the Vinton Messenger on June 4, 2026. Attachments Lease Agreement Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary 1 PARKING LOT LEASE THIS PARKING LOT LEASE AGREEMENT (“Lease”), is made and entered into this 1st day of July, 2026, by and between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation (“Town”), and CARGILL INCORPORATED, a Delaware stock corporation (“Tenant”), whose address is Post Office Box 509, Vinton, Virginia 24179. WITNESSETH: WHEREAS, Tenant operates an animal feed manufacturing, storage, and shipping facility near Walnut Avenue in the Town of Vinton, Virginia; and WHEREAS, Tenant is in need of additional parking spaces for employees and also for trailers which are used to ship Tenant’s products; and WHEREAS, the Town owns eight small lots (described below) along 11th Street and Walnut Avenue (also known as Railroad Avenue) near Tenant’s facility, and the Town has agreed to lease these lots to Tenant for Tenant to use for parking and vehicle storage. NOW THEREFORE, in consideration of the premises and mutual covenants exchanged, hereby, the parties agree as follows: 1. Town agrees to lease to Tenant, and Tenant agrees to lease from Town, the following parcels of land: (1) three parcels situated on the west side of 11th Street near its intersection with Booker Avenue, which lots are identified as Roanoke County Tax Map Nos. 060.14-02-24 (0.12 of an acre), 060.14-02-25 (0.11 of an acre), and 060.14-02-26 (0.03 of an acre); and (2) five parcels located on he south side of Walnut Avenue (also known as Railroad Avenue) near its intersection with 11th Street, which lots are identified as Roanoke County Tax Map Nos. 060.14-02-01 (0.14 of an acre), 060.14-02-02 (0.07 of an acre), 060.14-02-03 (0.07 of an acre), 060.14-02-04 (0.11 of an acre), and 060.14-02-05 (0.09 of an acre). These eight parcels are referred to herein as the “Property.” The Property is further identified as the area outlined in green on the attached Exhibit A. 2. Tenant shall pay to the Town, in advance, the sum of Eight Hundred and no/100 Dollars ($800.00) each year as Rent for the Property, which shall be due by July 1st of each year for this Lease. The first year’s Rent shall be paid to the Town upon the execution of this Lease. All Rent payments shall be delivered to 311 South Pollard Street, Vinton, Virginia 24179. 3. Tenant shall use the Property exclusively for the temporary parking of employee vehicles and truck-trailers used for shipping. No other use of the Property is authorized or permitted under this Lease. 4. Tenant acknowledges the Property is an area designated by the Director of the Federal Emergency Management Agency (“FEMA”) as a Special Flood Hazard Area, and that Tenant is not permitted to construct any permanent improvements on the Property. Minimal leveling of the lot and use of gravel for stabilizing the lot surface will be permitted, provided 2 Tenant complies with all applicable laws when undertaking such leveling and stabilization measures. 5. Tenant acknowledges that the Property was purchased by the Town with proceeds from a federal flood mitigation grant and that the Property remains subject to certain conditions and restrictions, including without limitation: a. The Property shall be used only for purposes compatible with open space, recreational, or wetland management practices, and other uses enumerated in 44 CFR § 206.434. b. The Property is subject to inspection by FEMA, its representatives and assigns, including the Commonwealth of Virginia. c. The Property is subject to inspection by the Town to the extent necessary for the Town to meet its reporting obligations established by the grant conditions. Tenant covenants and agrees it will cooperate fully with the Town, FEMA and any other authorized governmental agency to ensure that no laws, statutes ordinances, or grant conditions are violated by Tenant’s use of the Property. 6. Tenant will indemnify, defend, save, and hold 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 Tenant’s use of the Property. 7. The initial Term of this Lease shall commence on July 1, 2026 (“Commencement Date”), and terminate on June 30, 2027 (“Termination Date”). The Lease shall renew itself automatically on each anniversary of the Commencement 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 (30) days prior to the Termination Date or any anniversary of the Termination Date. For clarity, this Lease shall terminate no later than June 30, 2031. Any renewal thereafter will require action by Town Council. 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, 3 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 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 it fails to observe or perform any of the conditions or covenants on its part to be observed or performed, and such default continues for thirty (30) days after receipt of a written notice from Town, such written notice to be mailed by registered 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 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 be a written amendment, signed by both parties. This Lease shall not be assigned by Tenant without the prior written approval of Town. 11. This Lease shall be governed by the laws of the Commonwealth of Virginia, and any litigation arising from or related to this Lease shall be commenced in the court of appropriate jurisdiction in Roanoke County to the express exclusion of all other courts. 4 WITNESS the following signatures and seals: TOWN OF VINTON, VIRGINIA CARGILL INCORPORATED _________________________________ _______________________________ By: Richard W. Peters, Jr. By: ___________________________ Its: Town Manager Its: ___________________________ APPROVED AS TO FORM: ______________________________ Town Attorney 1 RESOLUTION NO. A RESOLUTION TO RENEW AND EXTEND A LEASE FOR USE OF PARCELS LOCATED NEAR 11TH STREET AND WALNUT AVENUE FOR PARKING AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, JUNE 16, 2026, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA 24179. WHEREAS, Cargill Incorporated (“Tenant”) operates an animal feed manufacturing, storage, and shipping facility near Walnut Avenue in the Town of Vinton, Virginia (“the Town”); and WHEREAS, Tenant needs temporary parking for employees and for trailers which are used to ship Tenant’s products; and WHEREAS, the Town owns eight small lots in the vicinity of Booker Avenue, 11th Street, and Walnut Avenue (also known as Railroad Avenue) (“the Property”), which Tenant previously has leased for use as temporary parking for employees and for trailers which are used to ship Tenant’s products; and WHEREAS, Tenant and Town desire to enter into a new Lease Agreement, for use of the Property by Tenant for employee parking and for trailer storage which expires; and WHEREAS, this lease of real property has been the subject of a properly advertised public hearing. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Lease Agreement with Cargill Incorporated is hereby approved in a form substantially similar to the one presented to Council at this meeting; and 2. The Town Manager or Mayor, either of whom may act, are authorized and directed, for and on behalf of the Town, to execute and then to deliver the Lease Agreement to Cargill Incorporated with such additional modifications, edits, revisions, and omissions as the Town Manager or Mayor, either of whom may act, finds to be reasonable; and 3. The Town Manager or Mayor, either of whom may act, are authorized and directed, for and on behalf of the Town, to take such other actions and execute and deliver such other instruments and documents as may be necessary to carry out the purposes of this Resolution. This Resolution adopted on motion made by _________________, seconded by ______________, with the following votes recorded: 2 AYES: ABSENT: NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: ______________________________________ Megan Lawless, Town Clerk Meeting Date June 16, 2026 Department Administration Issue Consider adoption of a Resolution to renew and extend a lease for use of a parking lot near 800 East Washington Avenue. Summary VINDOS, LLC would like to continue leasing the parking lot formally used by the Old Library and adjacent to the Vinton War Memorial for the purpose of an overflow parking lot for patrons and employees for Macado’s. The required Public Hearing Notice was published in the Vinton Messenger on June 4, 2026. Attachments Lease Agreement Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary 1 PARKING LOT LEASE THIS PARKING LOT LEASE AGREEMENT (“Lease”) is made and entered into this 1st day of July, 2026, by and between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation (“Town”), and VINDOS LLC., a Virginia limited liability company (“Tenant”), whose address is 800 East Washington Avenue, Vinton, Virginia 24179. WITNESSETH: WHEREAS, Tenant operates a full-service Macado’s Restaurant at 800 East Washington Avenue 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 as follows: 1. Town agrees to lease to Tenant, and Tenant agrees to lease from Town, the parking area situated on Roanoke County Tax Map No. 060.16-06-33.00-000, also known as 814 Washington Avenue, and Roanoke County Tax Map No. 060.16-06-33.01-000, also known as 330 Meadow Street, which parking area is bounded by (1) the entrance to 814 Washington Avenue from Meadow Street to the south, (2) Meadow Street to the west, (3) the entrance to 330 Meadow Street from Meadow Street to the north, and (4) the storm water detention basin located on 814 Washington Avenue and 330 Meadow Street to the east (the “Premises”). The Premises are further identified on the attached Exhibit A. Town also grants Tenant a non-exclusive license over and across the entrances to the parking area from Meadow Street. 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 Commencement Date, for the initial Term, and then on each July 1 thereafter for each renewal Term. The first year’s Rent shall be paid to the Town upon the execution of this Lease. All Rent payments shall be delivered to 311 South Pollard Street, Vinton, Virginia 24179. 3. Tenant will 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 will be responsible for other routine maintenance on the Premises including, but not limited to, snow removal, leaf removal, and lawn maintenance during the initial Term and any renewal Term of this Lease. 2 5. Tenant shall use the Premises exclusively for parking by employees and patrons of the restaurant. No other use of the Property is authorized or permitted under this Lease. 6. Tenant will 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 July 1, 2026 (“Commencement Date”), and terminate on June 30, 2027 (“Termination Date”). The Lease shall renew itself automatically on each anniversary of the Commencement 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 (30) days prior to the Termination Date or any anniversary of the Termination Date. For clarity, this Lease shall terminate no later than June 30, 2031. Any renewal thereafter will require action by Town Council. 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 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 3 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 800 East Washington Avenue, 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, and any litigation arising from or related to this Lease shall be commenced in the court of appropriate jurisdiction in Roanoke County to the express exclusion of all other courts. This Lease shall not be assigned by Tenant without the prior written approval of Town. WITNESS the following signatures and seals: TOWN OF VINTON, VIRGINIA VINDOS LLC _________________________________ __________________________________ By: Richard W. Peters, Jr. By: Richard H. Macher Its: Town Manager Its: President APPROVED AS TO FORM: ______________________________ Town Attorney ArcGIS Web Map Microsoft, Vantor, Roanoke County Addresses Municipal Boundaries Land Parcels Streets 4 7 Imagery2025RGB Red: Band_1 Green: Band_2 Blue: Band_3 World Imagery Low Resolution 15m Imagery High Resolution 60cm Imagery High Resolution 30cm Imagery Citations 30cm Resolution Metadata 5/17/2026, 11:10:35 AM 0 0.02 0.040.01 mi 0 0.03 0.060.01 km 1:1,510 1 RESOLUTION NO. A RESOLUTION TO RENEW AND EXTEND A LEASE FOR USE OF A PARKING LOT NEAR 800 EAST WASHINGTON AVE. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, JUNE 16, 2026, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA 24179. WHEREAS, Vindos LLC (“Tenant”) operates a full-service restaurant called Macado’s Restaurant at 800 East Washington Ave. in the Town of Vinton, Virginia; and WHEREAS, the Town of Vinton, Virginia (“Town”) owns a parking lot located between Meadow Street and the storm water detention basin situated on the Vinton War Memorial Properties (814 Washington Avenue and 330 Meadow Street) (“the Premises”), which Tenant has used since 2016 for additional off-street parking spaces for restaurant employees and patrons; and WHEREAS, Tenant and Town entered into a Lease Agreement, dated August 18, 2021, for use of the Premises by Tenant for parking by employees and patrons, which Lease Agreement expires on June 30, 2026; and WHEREAS, Tenant desires to renew and extend the Lease Agreement to use the Premises as a small parking lot exclusively for restaurant employees and patrons, and Town agrees to renew and extend the Lease Agreement to provide Tenant with additional off-street parking; and WHEREAS, this lease of real property has been the subject of a properly advertised public hearing. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Lease Agreement with Vindos LLC is hereby approved in a form substantially similar to the one presented to Council at this meeting; and 2. The Town Manager or Mayor, either of whom may act, are authorized and directed, for and on behalf of the Town, to execute and then to deliver the Lease Agreement to Vindos LLC with such additional modifications, edits, revisions, and omissions as the Town Manager or Mayor, either of whom may act, finds to be reasonable; and 3. The Town Manager or Mayor, either of whom may act, are authorized and directed, for and on behalf of the Town, to take such other actions and execute and deliver such other instruments and documents as may be necessary to carry out the purposes of this Resolution. 2 This Resolution adopted on motion made by _________________, seconded by ______________, with the following votes recorded: AYES: ABSENT: NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: ______________________________________ Megan Lawless, Town Clerk Meeting Date June 16, 2026 Department Administration Issue Consideration of public comments concerning the proposed amendment to the Town of Vinton’s FY 2025-2026 budget to appropriate funding for building equipment, furniture and fixtures, traffic signals, a vehicle purchase, paving and striping, stormwater projects, and various operational expenditures, including personnel expenditures, maintenance projects, contractual services, and training in the total amount of $1,612,300 in the General Fund and the Capital Fund. Summary Throughout the fiscal year, Town staff monitor revenues and expenditures as compared to the current year budget. Revenues for Fiscal Year 2025-2026 are currently performing better than expected. Moreover, some expenditures have exceeded budget or have been added midyear as priorities have changed. Lastly, some expenditure budgets have savings that can be reallocated to cover expenditures in other departments. As a result, Town staff have proposed a series of budget transfers and appropriations to align the new anticipated revenues with expenditures of immediate impact on the community. These transfers and appropriations total $1,612,300 in the General Fund and the Capital Fund. The Town has had several opportunities this year to enhance service delivery and improve infrastructure. As a result of utilizing those opportunities when available, some expenditures have exceeded the original budgeted amounts, such as building equipment, furniture and fixtures, traffic signals, a vehicle purchase, paving and striping, stormwater projects, and various operational expenditures, including personnel expenditures, maintenance projects, contractual services, and training. These increased expenditures have come from ensuring that the project and operational priorities of the Town are aligned with the goals and direction set by Town Council. Most of these increased expenditures can be covered by several major revenue streams performing better than anticipated or budget savings in some departments as a result of personnel vacancies or lower than expected spending. Section 15.2-2507 of the 1950 Code of Virginia, as amended, requires any locality to hold a Public Hearing to amend its budget when any such amendment exceeds one percent (1%) of the total Town Council Agenda Summary expenditures show in the currently adopted budget. The Notice of this Public Hearing was advertised in Cardinal News beginning on June 6, 2026 and in the Vinton Messenger on June 11, 2026. Attachments Resolution List of Transfers Recommendations Conduct Public Hearing Motion to adopt Resolution GENERAL LEDGER GL Account Description Debit Credit 10010000-334401 Appropriations 750,000.00 10010000-334404 Estimated Revenue 750,000.00 MOVE FUNDS TO: GL Account Description 10012114-501000 Salaries FT 15,000.00 10012114-505500 Travel Training 20,000.00 10031104-501000 Salaries FT 80,000.00 10031104-503000 Contractual Services 30,000.00 10031104-505400 Telephone 11,000.00 10031140-505500 Travel Training 10,000.00 10041104-501000 Salaries FT 30,000.00 10041204-561703 Mill and Pave 30,000.00 10041204-561710 Pavement Striping and Marking 45,000.00 10042004-501000 Salaries FT 40,000.00 10042004-505000 Maint Repair Equip 40,000.00 10042704-501000 Salaries FT 105,000.00 10043104-501000 Salaries FT 14,000.00 10071204-508000 Capital Outlay (Disc Golf)8,189.00 10081104-503000 Contractual Services (Zoning Ord)83,000.00 10090104-508200 Stormwater Equipment 51,100.00 10090304-561705 Stormwater Drainage Project 20,000.00 10033000-509900 Transfer to Capital Fund 469,500.00 10035003-499999 Re-Appropriated Fund Balance 22,511.00 1,124,300.00 MOVE FUNDS FROM: GL Account Description 10022003-121101 Meals Tax 200,000.00 10021003-120101 Sales Tax 150,000.00 10025003-120801 Cigarette Tax 40,000.00 10032003-150102 Interest on Investments 50,000.00 10035003-121801 Pari-Mutuel Tax 250,000.00 10031003-424031 Highway Maintenance 60,000.00 750,000.00 10012414-501000 Salaries FT 20,000.00 10012414-502400 Medical Insurance 6,000.00 10031104-503400 Wage Contract Services 10,000.00 10041104-505610 Lease of Equip 10,000.00 10041204-501000 Salaries FT 70,000.00 10041204-505000 Maint Repairs Equip 10,000.00 BUDGET TRANSFERS - COUNCIL ACTION ITEM - JUNE 16, 2026 GENERAL FUND Lease of Equip 45,000.00 Cap Outlay (Bldgs)100,000.00 Salaries FT 20,000.00 Medical Insurance 8,500.00 Salaries FT 65,000.00 FICA 1,300.00 Medical Insurance 8,500.00 374,300.00 1,124,300.00 Description Debit Credit Appropriations 479,500.00 Estimated Revenue 479,500.00 Description Equipment 180,000.00 VWM Tables and Chairs 38,000.00 VWM Storage 12,000.00 Traffic Signals 27,000.00 Dump Truck Chassis 175,000.00 DowntownF&F 38,000.00 Capital Outlay (Park)18,000.00 488,000.00 Description Interest on Investments 10,000.00 Transfer In 469,500.00 10041204-505610 10043104-508000 10071104-501000 10071104-502400 10081104-501000 10081104-502000 10081104-502400 GENERAL LEDGER GL Account 20010000-334401 20010000-334404 MOVE FUNDS TO: GL Account 20043104-508200 20071604-508310 20071604-508310 20041324-508200 20041104-508210 20041324-508000 20043104-508000 MOVE FUNDS FROM: GL Account 20032003-150102 20099993-410901 20043104-508300 Gateway Signs 8,500.00 488,000.00 CAPITAL FUND RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, JUNE 16, 2026, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA 24179. WHEREAS, as the end of the current fiscal year approaches, staff have been projecting the end-of-year revenues and expenditures; and, WHEREAS, Town staff have proposed a series of budget transfers and appropriations to align the anticipated revenues and expenditure savings with expenditures of immediate impact on the community to enhance service delivery and improve infrastructure; and, WHEREAS, the proposed amendment to the Town of Vinton’s FY 2025-2026 budget to appropriate funding for building equipment, furniture and fixtures, traffic signals, a vehicle purchase, paving and striping, stormwater projects, and various operational expenditures, including personnel expenditures, maintenance projects, contractual services, and training in the total amount of $1,612,300 in the General Fund and the Capital Fund; and, WHEREAS, Section 15.2-2507 of the 1950 Code of Virginia, as amended, requires any locality to hold a Public Hearing to amend its budget when any such amendment exceeds one percent (1%) of the total expenditures show in the currently adopted budget; and, WHEREAS, the Notice of this Public Hearing was advertised in Cardinal News beginning June 6, 2026, and the Vinton Messenger on June 11, 2026; and, NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the transfers and appropriations as shown on the attached. This Resolution adopted on motion made by _______, seconded by ________, with the following votes recorded: AYES: ABSENT: NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: ______________________________________ Megan K. Lawless, Town Clerk Meeting Date June 16, 2026 Department Planning and Zoning Issue Community Development Committee Summary The Community Development Committee met on June 15, 2026. Mr. McClung will provide a report on the items discussed at the Committee Meeting. Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date June 16, 2026 Department Council Issue Appointments to Boards and Commissions Comprehensive Economic Development Strategy (CEDS) Staff recommends that Vice Mayor Mullins be reappointed to the Board for a three-year term beginning July 1, 2026, and ending June 30, 2029. Chris McCarty’s term, on Comprehensive Economic Development Strategy (CEDS) expires on June 30, 2026. Mr. McCarty is interested in being re-appointed. Council needs to re-appoint Chris McCarty to a new three-year term beginning July 1, 2026, and ending June 30, 2029. Greater Roanoke Transit Company Board Richard Peters’ term on the Greater Roanoke Transit Company Board (GRTC) expires on June 30, 2026. Staff recommends that Cody Sexton be appointed to replace Mr. Peters on the Board for a one-year term beginning July 1, 2026, and ending June 30, 2027. Roanoke Valley Transportation Planning Organization (RVTPO) Cody Sexton’s term, on the Roanoke Valley Transportation Planning Organization (RVTPO), expires on June 30, 2026. Mr. Sexton is interested in being re-appointed. Council needs to re- appoint Cody Sexton to a new three-year term beginning July 1, 2026, and ending June 30, 2029. Keith Liles’ term, on the Roanoke Valley Transportation Planning Organization (RVTPO), expires on June 30, 2026. Mr. Liles is interested in being re-appointed. Council needs to re-appoint Keith Liles to a new three-year term beginning July 1, 2026, and ending June 30, 2029. Michael Stovall’s term, on the Roanoke Valley Transportation Planning Organization (RVTPO) expires on June 30, 2026. Mr. Stovall is interested in being re-appointed. Council needs to re- appoint Michael Stovall to a new three-year term beginning July 1, 2026, and ending June 30, 2029. Town Council Agenda Summary Attachments Boards and Commissions Booklet Summary Pages Recommendations Motion to appoint Laurie Mullins to the Comprehensive Economic Development Strategy (CEDS) for a three-year term beginning July 1, 2026, and ending June 30, 2029. Motion to re-appoint Chris McCarty to the Comprehensive Economic Development Strategy (CEDS) for a new three-year term beginning July 1, 2026, and ending June 30, 2029; Cody Sexton to the Greater Roanoke Transit Company Board (GRTC) for a new one-year term beginning July 1, 2026, and ending June 30, 2027; Cody Sexton, Keith Liles, and Michael Stovall to the Roanoke Valley Transportation Planning Organization (RVTPO) for a new term beginning July 1, 2026, and ending June 30, 2029.