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ROANOKE ClTY COUNCIL REGULAR SESSION JULY 21,2008 2:00 P.M. ClTY COUNCIL CHAMBER AGENDA 1. Call to Order--Roll Call. 'rlie Invocation will be delivered by Mayor David A. Bowers. The Pledge of Allegiance to the Flag of the United States of America will be led by Mayor Bowers. Welcome. Mayor Bowers. NOTICE: Meetings of Roanoke City Council are televised live on RVTV Channel 3. Today's Council meeting will be replayed on Channel 3 on Thursday, July 24 at 7:00 p.m., and Saturday, July 26 at 4:00 p.m. Council meetings are offered with closed captioning for the hearing impaired. ANNOUNCEMENTS: THE PUBLIC IS ADVISED THAT MEMBERSOF COLINCIL RECEIVE THE ClTY COUNCIL AGENDA AND RELATED COMMUNICATIONS, REPORTS, ORDINANCES AND RESOLUTIONS, ETC., ON THE THURSDAY PRIOR TO THE COUNCIL MEETING TO PROVIDE SUFFICIENT TIME FOR REVIEW OF INFORMATION. CITIZENS WHO ARE INTERESTED IN OBTAINING A COPY OF ANY ITEM LISTED ON THE AGENDA MAY CONTACT THE ClTY CLERK'S OFFICE, ROOM 456, NOEL C. TAYLOR MUNICIPAL BUILDING, 215 CHURCH' AVENUE, S. W., OR CALL 853-2541. THE ClTY CLERK'S OFFICE PROVIDES THE MAJORITY OF 'THE CITY. COUNCIL AGENDA ON THE INTERNET FOR VIEWING AND RESEARCH PURPOSES. TO ACCESS AGENDA MATERIAL, GO TO THE CITY'S HOMEPAGE AT WWW.ROANOKEVA.GOV, CLICK ON THE SERVICE ICON, CLICK ON COUNCIL AGENDAS TO ACCESS THE APPROPRIATE AGENDA AND COUNCIL MEETING. IF ADOBE ACROBAT IS NOT AVAILABLE, A PRONIPT WlLL APPEAR TO DOWNLOAD PRIOR TO VIEWING AGENDA INFORMATION. NOTICE OF INTENT TO CONIPLY WlTH 'THE AMERICANS WlTH DISABILITIES ACT. SPECIAL ASSISTANCE IS AVAILABLE FOR DISABLED PERSONS ADDRESSING ClTY COUNCIL. EFFORTS WlLL BE MADE TO PROVIDE ADAPTATIONS OR ACCOMMODATIONS BASED ON INDIVIDUAL NEEDS OF QUAI-IFIED INDIVIDUALS WlTH DISABILITIES, PROVIDED THAT REASONABLE ADVANCE NOTIFICATION HAS BEEN RECEIVED BY THE ClTY CLERK'S OFFICE. ALL PERSONS WISHING TO ADDRESS COUNCIL WlLL BE REQUIRED TO CALL THE ClTY CLERK'S OFFICE PRIOR TO THE MONDAY COLINCIL MEETING, OR REGISTER WlTH THE STAFF ASSISTANT AT 'THE ENTRANCE TO 'THE COUNCIL CHAMBER PRIOR TO COMMENCEMENT OF THE COUNCIL MEETING. ONCE THE COUNCIL MEETING HAS CONVENED, THERE WlLL BE NO FURTHER REGISTRATION OF SPEAKERS, EXCEPT FOR PUBLIC HEARING IVIATTERS. ON 'THE SAME AGENDA ITEM, ONE TO FOUR SPEAKERS WlLL BE ALLOTrED FIVE MINUTES EACH; HOWEVER, IFTHERE ARE MORE THAN FOUR SPEAKERS, EACH SPEAKER WlLL BE ALLOTTED THREE MINUTES. ANY PERSON WHO IS INTERESTED IN SERVING ON A ClTY COUNCIL APPOINTED AUTHORITY, BOARD, COMMISSION OR COMMITTEE IS REQUESTED TO CONTACT THE ClTY CLERK'S OFFICE AT 853-2541, OR ACCESS THE CITY'S HOMEPAGE AT WWW.ROANOKEVA.GOV, TO OBTAIN AN APPLICATION. 2. PRESENTATIONS AND ACKNOWLEDGEMENTS: NONE. CONSENT AGENDA 3. ALL MATTERS LISTED UNDER THE CONSENT AGENDA ARE CONSIDERED TO BE ROUTINE BY THE MEMBERS OF CITY COUNCIL AND WlLL BE ENACTED BY ONE MOTION. THERE WlLL BE NO SEPARATE DISCUSSION OF THE ITEMS. IF DISCUSSION IS DESIRED, THE ITEM WlLL BE REMOVED FROM THE CONSENT AGENDA AND CONSIDERED SEPARATELY. C-1 A communication from Mayor David A. Bowers req~~esting Council that convene in a Closed Meeting to discuss vacancies on certain authorities, boards, commissions and committees appointed by Council, pursuant to Section 2.2371 1(A)(1), Code of Virginia (1950), as amended. \ C-2 RECOMMENDED ACTION: Concur in the request. A communication from the City Manager requesting that Council convene in a P 10 Closed Meeting to discuss disposition of surplus publicly-owned property, where discussion in open meeting would adversely affect the bargaining position or negotiating strategy of the public body, pursuant to Section 2.2-371 1(A)(3), Code of Virginia (1950), as amended. RECOMMENDED ACTION: C-3 Concur in the request. A comm~~nication the City Manager requesting that Council convene in a from Closed Meeting to discuss disposition of surplus publicly-owned property, where discussion in open meeting would adversely affect the bargaining position or negotiating strategy of the public body, pursuant to Section 2.2-3711(A)(3), Code of Virginia (1950), as amended. RECOMMEhlDED AC1-ION: C-4 Annual report of the Economic Development Autliority for fiscal year 2007RECOMMENDED ACTION: P 11 Concur in the request. 2008. C-5 P9 Receive and file. Reports of qualification of the following individuals: Mayor David A. Bowers as a City representative to the Roanoke Valley-Alleghany Regional Conimission, for a term commencing July 1,2008 and ending June 30,201 1; P 12 Council Member David B. Trinkle as the City Council representative to the Hotel Roanoke Conference Center Commission, to fill the unexpired term of Jesse A. Hall ending April 8, 201 1; as a City representative to the Roanoke Valley Area Metropolitan Planning Organization, for a term ending June 30, 2011; as a City representative (elected official) to the Roanoke Valley-Alleghany Regional Comprehensive Economic Development Strategy Committee, for a term ending March 31,201 1; and as a City Council representative to the City of RoanokeIRoanoke City Public Schools Joint Services Committee, for a term commencing July 1, 2008 and ending June 30,2010; Ann H. Shawver as a City representative to the Roanoke Valley Juvenile Detention Center Commission, for a term of four years ending June 30,2012; for Susan M. Egbert as a member of .the Roanoke Arts Comrr~ission a term ending June 30,201 1; Michael W. Hanks for a term of two years ending June 30,2010; and Carolyn H. Glover for a term of four years ending June 30, 2012, as members of the City of Roanoke Pension Plan, Board of Trustees; Robert C. Lawson as a City representative to the Board of Directors, Western Virginia Water Authority, for a term ending June 30, 2012; and Stanley G. Breakell as a member of the Roanoke Public Library Board, for a term ending June 30, 201 1. RECOMMENDED ACTIOIV: Receive and file. REGULAR AGENDA 4. PUBLIC HEARINGS: NONE. 5. PETITIONS AND COMMUNICATIONS: a. Request of Yellow Cab Services of Roanoke, Inc., to present a petition for a taxicab rate increase. William Roberts, President, Spokesperson. (Sponsored by the City Manager.) P 82; P 86 6. REPORTS OF OFFICERS: a. CITY MANAGER: BRIEFINGS: Airport Related Items Aviation and Airport Drive Intersection Countryside Golf Course Property Valley view 'planning Study (Briefings will be held immediately following 2:00 p.m. Session in Council's Conference Room.) ITEMS RECOMMENDED FOR ACTION: 1. 2. 3. 4. 5. P 87; R 89; Acceptance of a Local Government Challenge Grant from the Virginia B/O 90 Commission for the Arts; and appropriation of funds. P 91; Acceptance of a grant from the Department of Criminal Justice R 132; Services, Juvenile Justice Delinquency Prevention Grant Program;'and B/O 133 appropriation of funds. P 134; Acceptance of the Urban and Community Forestry Grant from the R 141; Virginia Department of Forestry; transfer and appropriation of funds. B/O 142 Appropriation of additional funds in connection with the Four-for-Life P 143; Program, which is funded through the Office of Emergency Medical B/O 145 Services. P 146; Adoption of a resolution supporting the City's request to participate in the Virginia Department of Transportation Revenue Sharing Program. R 148 7. REPORTS OF COMMITTEES: a. P 150; A report of the Roanoke City School Board requesting appropriation of funds P 151; to various program accounts; and a report of the Director of Finance B/O 153 recommending that Council concur in the request. Vivian Penn-Timity, Director of Accounting, Spokesperson. 8. UNFINISHED BUSINESS: NONE. 9. INTRODUCTION AND CONSIDERATION OF ORDINANCES AND RESOLUTIONS: NONE. 10. MOTIONS AND MISCELLANEOUS BUSINESS: a. Inquiries and/or comments by the Mayor and Members of City Council. b. Vacancies on certain authorities, boards, comniissions and committees appointed by Council. 11. HEARING OF CITIZENS UPON PUBLIC MATTERS: ClTY COUNCIL SETS THIS TIME AS A PRIORITY FOR CITIZENS TO BE HEARD. MATTERS REQUIRING REFERRAL TO THE ClTY MANAGER WlLL BE REFERRED IMMEDIATELY FOR RESPONSE, RECOMMENDATIONOR REPORT TO COUNCIL. 12. ClTY MANAGER COMMENTS: 13. RECESS. CERTIFICATION OF CLOSED MEETING. THE COUNCIL MEETING WlLL BE DECLARED IN RECESS TO BE RECONVENED AT 7:00 P.M., IN THE ClTY COLlNClL CHAMBER, ROOM 450, NOEL C. TAYLOR MUNICIPAL BUILDING. ROANOKE ClTY COUNCIL REGULAR SESSION JULY 21,2008 7:00 P.M. ClTY COUNCIL CHAMBER AGENDA Call to Order--Roll Call. The Invocation will be delivered by Mayor David A. Bowers. The Pledge of Allegiance to the Flag of the United States of America.will be led by Mayor Bowers. Welcome. Mayor Bowers. NOTICE: Meetings of Roanoke City Council are televised live on RVTV Channel 3. Tonight's Council meeting will be replayed on Channel 3 on Thursday, July 24, at 7:00 p.m., and Saturday, July 26, at 4:00 p.m. Council meetings are offered with closed captioning for the hearing impaired. PUBLIC HEARINGS: P 155 1. Proposal by Mayor Bowers for consideration of changes to some of the Councils' operating procedures. 2. Request of Oliver White Hill Foundation to rezone property located at P 156; 401 Gilmer Avenue, N.W., from RX-1, Residential Mixed Use District, to MX, O 175 Mixed Use District, subject to certain conditions proffered by the petitioner. Clarence M. Dunnaville, Jr., Vice-President and Treasurer; and 'Donald C. Harwood, Hill Studio PC, Spokespersons. 3. 4. 5. B. P 177; Request of the Assisi Aninial Clinics of Virginia, Inc., d/b/a Angels of Assisi, for O 180 tax exemption of personal property and real property located at 41 5-417 Campbell Avenue, S. W. Stephen Athanson, General Counsel, Spokesperson. P 183; R 186; Proposal authorizing the issuance of $6.64 million General Obligation P~.~blic B/O 198; Improvement Bonds for the Market Garage repairs. Darlene L. Burcham, City R 199 Manager. Request of the City of Roanoke to grant permission to allow the continuance P 200; of four existing encroachments into the public.right-of-way at property located O 203 at the intersection of 1801 Belleville Road and Sherwood Avenue, S. W. Darlene L. Burcham, City Manager. HEARING OF CITIZENS UPON PUBLIC MATTERS: ClTY COUNCIL SETS THIS 'TINIE AS A PRIORITY FOR CITIZENS TO BE HEARD. MATTERS REQUIRING REFERRAL TO THE ClTY MANAGER WILL BE REFERRED IMlVlEDlATELY FOR RESPONSE, RECOMMENDATIONOR REPORT TO COUNCIL. C. ADJOURN. CITY OF ROANOKE OFFICE OF THE MAYOR 2 15 CHURCH AVENUE, S.W., SUITE 452 ROANOKE, VIRGINIA 2401 1-1594 TELEPHONE: (540) 853-2444 FAX: (540) 853-1 145 DAVID A. BOWERS Mayor July 21, 2008 The Honorable Vice-Mayor and Members of the Roanoke City Council Roanoke, Virginia Dear Members of Council: This is to request a Closed Meeting to discuss vacancies on certain authorities, boards, commissions and committees appointed by Council, pursuant to Section 2.2-371 1 (A)(1), Code of Virginia (1950), as amended. Sincerely, David A. Bowers Mayor CITY OF ROANOKE OFFICE OF THE CITY MANAGER Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 364 Roanoke, Virginia 24011-1591 Telephone (540) 853-2333 Fax. (540) 853-1138 City Web www roanokeva gov July 21, 2008 The Honorable Mayor and Members of City Council Roanoke, Virginia Re: Request for closed meeting Dear Mayor Bowers and Council Members: This is t o request that City Council convene a closed meeting t o discuss the disposition of surplus publicly-owned property, where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of the p1.1blic body, pursuant t o 52.2-371 1 .A.3, Code of Virginia (1 950), as amended. Respectfully submitted, Darlene L. ~ukcham City Manager cc: William M. Hackworth, City Attorney Ann H. Shawver, Director of Finance Stephanie M. Moon, City Clerk CITY O F ROANOKE OFFICE OF THE CITY MANAGER Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 364 Roanoke, Virginia 24011-1591 Telephone: (540) 853-2333 Fax: (540) 853-1138 City Web: www.roanokeva.gov July 2 1, 2008 The Honorable Mayor and Members of City Council Roanoke, Virginia Re: Request for closed meeting Dear Mayor Bowers and Council Members: This is to request that City Council convene a closed meeting to discuss the disposition of surplus publicly-owned property, where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of the public body, pursuant t o 52.2-371 1 .A.3, Code ofVirginia (1 950), as amended. Respectfully submitted, *$& Darlene 1. Bur City Manager cc: William M. Hackworth, City Attorney Ann H. Shawver, Director of Finance Stephanie M. Moon, City Clerk am GLENN FELDMANN HARWELL DARBY, M. JR Direct Dial (540)224-8006 E-mail hdarby@gfdg.com GOODLATTE July 16,2008 210 1st Street S.W. Suite 200 HAND DELIVERED Post Office Box 2887 Roanoke, Virginia 24001 540.224.8000 Fax 540.224.8050 gfdg@gfdg.com Stephanie M. Moon, CMC City Clerk, City of Roanoke, Virginia 456 Municipal Building 2 15 Church Avenue, S.W. Roanoke, VA 2401 1 RE: Economic Development Authority of the City of Roanoke, Virginia Dear Stephanie, I'm delivering 11 copies of the Annual Report for the fiscal year 200712008 for the Economic Development Authority of the City of Roanoke, Virginia. You'll want to keep one of the copies of the Annual Report for your records and deliver one to the members of City Council. Very truly yours, L Harwell M. Darby, Jr. HMD:lww:0042000 Enclosures Annual Report As of July 1,2008 The Economic Development Authority of the City of Roanoke, Virginia To: The Members of Council of the City of Roanoke, Virginia Name and Organization: The Economic Development Authority of the City of Roanoke, Virginia was organized pursuant to ordinance adopted by the City Council October 21, 1968. It has been in continuous operation and has assisted the City's economic development efforts in meeting to approve of small issue manufacturing and 501(c)(3) industrial development revenue bond financings. Membership: There are seven members of the EDA which are appointed by Council for 4 year terms. As of the date of filing of this report the membership, officers and terms of the directors are as follows: Name Dennis R. Cronk Charles E. Hunter, I11 A. Damon Williams Linda Davis Frith F. Gordon Hancock S. Deborah Oyler Stuart Revercomb Office Chairman Vice Chairman SecretaryITreasurer Expiration of Term October 20,2010 October 20,2008 October 20,2009 October 20,201 1 October 20,201 1 October 20,2009 October 20,2009 Staffing:. The EDA uses the City of Roanoke Economic Development Division's staff and works in close conjunction with the Economic Development Division Administrator. The EDA meets at 8:00 in the morning the third Wednesday of every month. The meetings are held at the City of Roanoke, Division of Economic Development, 117 Church Avenue, SW, Roanoke, Virginia. Since the fiscal year ended June 30, 2007, the EDA held 9 meetings; its average attendance was 5, the attendance of the various members was as follows: Page 2 Activities since the end of the Fiscal Year: Since the end of the fiscal year (June 30,2007) the EDA: Approved the h d i n g of eight fagade grants totaling over $129,000 as follows: Daniel R. and Anna M. Flynn for the building located at 302 5thStreet, S.W. in the amount of $14,252; 400 Salem, LLC for the building located at 400 Salem Avenue in the amount of $25,000; Goodwill Industries of the Valleys, Inc. for the building located at 2502 Melrose Avenue, N.W. in the amount of $16,373; Conrad Holdings, LLC for the building located at 303 Market Street in the amount of $7,3 16; Project Four, LLC for the building located at 129 Salem Avenue in the amount of $25,000; Witz Big Lick, LLC for the building located at 209 First Street in the amount of $13,942; Goodpasture Properties, LLC for the building located at 2601 Franklin Road in the amount of $25,000; and Antique Blue LLC for the building located at 12 East Campbell in the amount of $2,270. Approved a second extension to the Performance Agreement between the City and IMD Investments on the Ivy Market Development. Approved the Performance Agreement between the City and Roanoke Hotel Group, LLC in the amount of $1,000,000.00. Approved an extension to the Performance Agreement between ,the City and Valley View Mall, LLC on the Valley View Mall. Assisted the Virgnia Lutheran Homes in financing and r e h d i n g certain bonds in the amount of $4,700,000. Page 3 Approved a third extension to the Performance Agreement between the City and IMD Investments on the Ivy Market Development. Approved the Performance Agreement between the City and Maple Leaf Bakery, Inc in the amount of $200,000.00. Approved the Performance Agreement between the EDA and Westport Axle Corporation in the amount of $50,000.00. Received a presentation from George J. Mongon, Deputy Director of Institutional Advancement for the Art Museum of Western Virginia which discussed the progress of the Museum and the economic development aspects of the Museum. Mr. Mongon also provided the Directors with a tour of the new Museum. Dedicated $50,000 of its funds be available to the City Department of Economic Development for the financing and funding of its Entrepreneurial Zone programming including training money, research money and a loan program in accordance with the report on Entrepreneurial program. Included in the $50,000 would be a $1,000 award to be made at the Entrepreneurial Express Workshop and Exposition. Received regular briefings on economic activities from the Economic Development Division of the City of Roanoke. The EDA looks forward to continuing its close partnership in economic development with the City of Roanoke and stands ready to work as a full economic development partner with other members of the City's team. Respectfully submitted. Date: d MINUTES OF A REGULAR MEETING ECONOMIC DEVELOPMENT AUTHONTY OF THE CITY OF ROANOKE, VIRGINLA August 8,2007 - Directors present: Dennis R. CronJs Lin.da Frith -Gordon Hancock Chuck Hunter - Also present at the meeting were Samuel F. Vance, IV,Counsel to rhe Authority, Brian Brown, City of Roanoke Economic Development Administrator, and Ann Beckett and Donald Petersen, citizens applying for Faqade Grants Chairman Dennis R Cronk called the meeting to order at 8:00 a.m. and declared that a quorum was present. The June meeting minutes were approved unanimously on a motion by Mi.. Hancock, seconded by Mr. Hunter. Formal discussions relating to the fmancial report were tabled until the September meeting. Informally, it was discussed that $75,000 out of the $300,000 fkorn the City of Roanoke has already been spent. The departure of Glenna Ratcliffe was also discussed. On motion by Mr. Hancock, seconded by Ms. Frith, the Authority voted 1. unanimously to approve a Fagade Grant for Daniel R and Anna M. Flynn in the amount of $14,252.04, being the lesser of (1) one-third of the costs of improving the faqade to the building located at 302 5fhStreet, SW, Roanoke, VA 2401 1, or (2) the maximum grant amount of $25,000.00, subject to previously approved faqade grant applications in order of approval, with the requirement that the Economic Development Specialist review the documentation supporting each expenditure to ensure compliance with the Faqade Grant guidelines and report back the final amount to the Board as soon as the project is completed. 2. On motion by Ms. Frith, seconded by Mr. Hancock, the Authority voted unanimously to grant Mr. Petersen an extension on his faqade grant application for that property located at 21 0 Market Street, SE, Roanoke, VA 2401 1 and owned by Metropolitan Properties LLC. The new due date is November 30,2007. The Faqade Grant for that property located at 400 Salem Avenue, SW, 3. Roanoke, VA 2401 1 (the Hartsook Building) and owned by 400 Salem, LLC, was tabled due to general concern that it may not qualify for said grant. There was general discussion as to the Authority's role with respect to performance agreements that are negotiated by the City of Roanoke. .. There was also general discussion about the waiver of conflict Ietter fi-om Glenn, Feldrhann, Darby & Goodlatte relating to Roanoke Hotel Group, LLC. After discussion, the Board decided to table the issue and therefore, Mr. Cronk did not sign h i a i V e r O f c0nflict: IeBr. The City of Roanoke's Brownfields was briefly discussed. No action was taken. There being no further business, Mr. Cronk adjourned the meeting at 85.5a.m. MINUTES OF A REGULAR MEETING ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ROANOKE, VIRGINLA September 12,2007 . - Directors present: Dennis R Cronk Linda Davis Frith -F+Gordon-Hmeoe+-C. E. Hunter Stuart Revercomb A. Damon Williams Directors absent: S. Deborah Oyler - - --- Also present at the meeting were R Brian Townsend, City of Roanoke Assistant Cit17 Manager for Community Development; Harwell M. Darby, Jr., Counsel to the Authority; Brian Brown, City of Roanoke Economic Development Administrator; Chris Copenhaver, City of Roanoke Economic Development Specialist; James M. Doyle, Chief Financial Officer of Virginia Lutheran Homes, Inc.; George "Skip" Zubrod, President and Chief Executive Officer, Virginia Lutheran Homes, Inc.; E.d Natt, Counsel to Virginia Lutheran Homes, hc.; Richard Mqdian, t/a Parlor Days; and William H. "Bill" Chapman, Jr. on behalf of Fulton Motor Lofts. Chairman Dennis R.. Cronk called the meeting to order at 8:00 a.m. and declared fiat a quorum was present. On motion by Mr. Hunter and seconded by Mr. Hancock, the Authority unanimously approved the minutes of the August 8,2007 regular meeting. Chairman Cronk announced that a public hearing was being held pursuant to the public notice published in the Roanoke Times, a newspaper of general circulation in the City of Roanoke, Virginia, on August 29, 2007 and September 5, 2007, :3 certificate of said publication being filed with these minutes. There being i?J members of the public present to speak at the public hearing, Chairman Cronk close :' the public hearing. Chairman Cronk then introduced James M. Doyle, Chief Financial Officer, Geo:?~ "Skip" Zubrod, President and Chief Executive Officer and Ed Natt, Counsel :;.1 Virgmia Lutheran Homes, Inc. Mr. Darby explained the terms of the proposed bcr:; issue and Mr. Doyle and Mr. Zubrod and Mr. Doyle answered several questions f?c.ri directors of the Autho~ity. On motion by Mr Hunter seconded by Mr. Hancock, with Mr. Cronk abstair?.!::g because his mother is a resident of Brandon Oaks and Mrs. Frith abstaining due to $e!- professional relationshp with Virginia Lutheran Homes, Inc., the Authority voted 42-0 to adopt the Inducement Resolution, a copy of which is attached to these minutes. On motion by Mr Hunter seconded by Mr. Hancock, with Mi. Cronk abstaining because his mother is a resident of Brandon Oaks and Mrs. Frith abstaining due to her professional relationship with Virginia Lutheran Homes, Inc., the Authority voted 42-0 to adopt the Parameters Resolution authorizing the bond issue, a copy of which is attached to these minutes. After review of the financial report, on motion by Mr. Hancock and seconded by Mrs. -3-1 2007 a copy of which is attached to these minutes. - - F r i t ~ t h d - u t h o ~ u n r m i m o u s l y ~ e c e i v e ~ t h e ~ m m e i ~ l - r e p asof-August o~-&ted- Chairman Cronk presented the Board a spreadsheet showing the history and status of Fagade Grants. On motion by Mr. Hancock, seconded by Mrs. Frith, the Authority voted 5-1 to approve a Fagade Grant for 400 Salem LLC in the amount of $25,000, being the lesser of (1) one-third of the costs of improving the fagade to the building located at 400 Salem Avenue, or (2) the maximum grant amount of $25,000.00, with the construction and the entire grant procedure to be completed on or before March 12, 2008 and with the requirement that the Economic Development Specialist review the documentation supporting each expenditure to ensure compliance with the Faqade Grant guidelines and report back the final amount to the Board as soon as the project is completed. The Authority, in making its decision, considered that (a) the fagade in question abuts a public street, (b) faces a public street and (c) faces and abuts a parlung area dedicated to public use, which constitutes a public right of way. Residential space is 70%. On motion by Mr Hunter; seconded by Mr. Williams, the Authority voted 6-0 to amend the previous request for Richard and Erin Mardian to accommodate the change of fa~ade 1115 Piedmont Street, SE, in the amount of $8,787.45, being the lesser of to (1) one-third of the costs of improving the faqade to the building located at 1115 Piedmont Street, SE, or (2) the maximum grant amount of $25,000.00, with the construction and the entire grant p~ocedure be completed on or before March 14, to 2008 and with the requirement that the Economic Development Specialist review the documentation supporting each expenditure to ensure compliance with the Fagade Grant guidelines and report back the final amount to the Board as soon as the project is completed. On motion by Mi. ReverLcomb, seconded by Mrs. Frith, the Authority voted 6-0 to approve the Resolution authorizing an amendment to the Performance Agreement for IMD Investments, a certified copy of which is attached to these minutes. On motion by Mrs. Frith seconded by Mr. Williams, the Authority voted 6-0 to waive the technical conflict involved in Glenn, Feldrnann, Darby & Goodlatte's representing the EDA as well as Roanoke Hotel Group, LLC on the representation of Mr. Darby that the conflict was a technical conflict, the negotiations have taken place between the City of Roanoke and Roanoke Hotel Group, LLC and that if a conflict does develop in the future regarding the terms of the Performance Agreement, very likely both parties will be required to obtain separate counsel. . Onmotion by Mr. Revercomb seconded by Mrs. Frith, the Authority voted 6-0 voted to table the request of Roanoke Hotel Group, LLC for approval of a Performance Ag.e-em.ent . .- - -.. - .-. . ' ' . ' , ' On motion by Mr. Revercomb seconded by Mrs. Frith the Authority voted to recess until 8:00 a.m. September 19,2007. At the recess session, on motion by Mr. Hancock, seconded by Mr. Williams, the Authority voted 6-0 to approve the Resolution authorizing the Performance Agreement for Roanoke Hotel G~oup, LLC, a copy of which is attached to these minutes. Attachments (5): 1) 2) 3) 4) 5) 6) Inducement Resolution, Virginia Lutheran Homes, Inc. Parameters Resolution, Virginia L~ttheran Homes, Inc. Financial Report dated as of August 3 1,2007. Spread Sheet showing history and status of Fagade Grants. Resolution approving Amendment No. 2 to Performance Agreement for IMD Investments, hlc. Resolution approving Performance Agreement for Roanoke Hotel Group, LLC. , .- RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHOFUTY OF THE CITY OF ROANOKE, VlRGINIA AUTHORIZING THE ISSUANCE OF UP TO $6,000,000 REVENUE BONDS FOR THE BENEFIT OF VIRGINLA LUTHERAN HOMES, INC. WHEREAS, the Economic Development Authority of the City of Roanoke, Virginia, a political subdivision of the Commonwealth of Virginia (the "Authority"), is empowered by the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of ..255O,asamende.~~e_~A~~~,.-~issue-its~rexeme-b-mds.--ta.pmiec~~m&p~o~~te~~ehe~dth~ welfare of the inhabitants of the Commonwealth of Virginia by assisting in the,;ehancing of medical facilities and facilities for the residence or care of the aged owncd and operated by organizations which' are exempt from taxation pmsuant to Section 501(c)(3) of the Internal Revenue Code, as amended; ' Homes, hc., a WHEREAS, the Authority has received a request from Virginia ~utheran requesting that the Authority Virginia non-stock, not-for-profit corporation (the "Bor~ower"), issue its revenue bonds to assist in financing or refinancing ((1) the costs of constructing and equipping a renovation of and expansion to the Borrower's existing continuing care retirement community known as Brandon Oaks, located at 3804 Brandon Avenue, in the City of Roanoke, Virginia ("Brandon Oaks"), consisting of approximately 20,000 square feet of renovated space to include, without limitation, a pool, a fitness and wellness center, dining areas and staff and resident activity space (the "Project"), (2) other capital expenditures at Brandon Oaks, working capital and funded interest, and (3) amounts required to fund a debt service reserve fund and to pay costs of issuance and other expenses in connection with the issuance of the bonds (the "Plan of Financing"); WHEREAS, such assistance will benefit the inhabitants of the City of Roanoke, Virginia and the Commonwealth of Virginia, either through the increase of their commerce or through the promotion of their safety, health, welfare, convenience or prosperity; WHEREAS, preliminary plans for the Plan of Financing have been described to the Authority and a public hearing has been held as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, ("Code") and Section 15.2-4906 of the Act; WHEREAS, the Bomower has represented that the estimated cost of the financing of the Plan of Financing and all expenses of issue will require an issue of revenue bonds in the aggregate principal amount not to exceed $6,000,000; WHEREAS, (a) no member of the Board of Directors of the Authority is an officer or employee of the City of Roanoke, Virginia, (b) each member has, before entering upon his duties during his or her present term of office, taken and subscribed to the oath prescribed by Section 49-1 of the Code of Virginia of 1950, as amended and (c) at the time of their appointments and at all times thereafter, including the date hereof, all of the members of the Board of Directors of the Authority have satisfied the residency requirements of the Act; and WHEREAS, no member of the Boad of Directors of the Authority has any personal interest or business interest in the Borrower or the bonds or has otherwise engaged in conduct prohibited under the Conflict of Interests Act, Chapter 31, Title 2.2 of the Code of Virginia of 1950, as amended (the "Conflict of hterests Act") in connection with this resolution or any other official action of the Authority in connection therewith. NOW, THEREFORE, BE IT RESOLVED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ROANOKE, VIRGINIA: -. --- .- 1. It is hereby found and dete~minedthat the construction w d equipping of the P r o j ~ t ~ " r r b e i n - ~ ~ I i ~ i ~ t t ~ d ~ ~ E l T ~ r O ~ o ~ e e ~ ~ ~ ~ e , s & ~ ; h . e a l t h- w e ~ convenience or prosperity of the Commonwealth of Virginia, the City 'ofRoaaoke, Virginia and their citizens. The Authority hereby agrees to assist the Borrower in financing or ~efinancing the 2, Plan of Financing by undertaking the issuance of its revenue bonds in an amount not to exceed $6,000,000 upon terms and conditions mutually agreeable to the Authority and the Borrower. The bonds will be issued pursuant to documents satisfactoryto the Authority. The bonds may be issued in one or more series at one time or from time to time. It having been represented to the Authority that it is necessary to proceed 3. the immediately with the Plan of Financing, and the planning the~efor, Authority agrees that the Borrower may proceed wt plans for the Plan of Financing, enter into contracts for land, ih construction, materials and equipment for the Project, ahd take such other steps as it may deem appropriate in connection with the Plan of Financing, provided, however, that nothing in this resolution shall be deemed to authorize the Borrower to obligate the Authority without its consent in each instance to the payment of any moneys or the performaace of any acts in connection with the Plan of Financing. The Authority agrees that the Borrower may be reimbursed fiom the p~oceedsof the bonds for all expenditures and costs so incurred by it, provided such expenditures and costs are properIy reimbursable under the Act and applicabIe federal laws. At the request of the Borrower, the Authority approves McGuireWoods LLP, Richmond, Virginia, as Bond Counsel in connection with the issuance of the bonds. 4. 5. All costs and expenses in connection with the financing or refinancing of the Plan of Financing and the construction and equipping of the Project, including the fees and expenses of Bond Counsel and Authority Counsel, shall be paid by the Bo~roweror, to the extent permitted by applicable law, fiom the proceeds of the bonds. If for any reason such bonds are not issued, it is understood that all such expenses shall be paid by the Bonower and that the Authority shall have no responsibility therefor.. 6. In adopting this resolution the Autho~ityintends to take "official action" toward the issuance of the bonds and to evidence its "official intent" to reimburse from the proceeds of to the bonds any expenditures paid by the Bor~ower finance or refinance the construction and equippi~g the Project and the p!mning therefcr before the issuance of the bonds, a 1 within the cf 1 meaning of regulations issued by the Internal Revenue Service pursuant to Sections 103 and 141 through 150 and related sections of the Code. 7. The Authority recommends that the City Council of the City of Roanoke, Virginia, approve the issuance of the bonds. 8. No bonds may be issued pursuant t o this resolution until such time as the issuance of the bonds has been approved by the City Council of the City of Roanoke, Virginia. 9. .. . This resolution shall take effect immediately upon its adoption. _ . CERTIFICATE The undersigned Secretary of the Economic' Development Authority of the City of Roanoke, Virginia (the "Authority") certifies that the foregoing is a true, correct and complete of copy of a resolution adopted by a majo~ity the Directors of the Authority present and voting at a meeting duly called and held on September 12, 2007, in accordance with law, and that such resolution has not been repealed, revoked, rescinded or amended but is in fill force and effect on this date. Secretary of the Economic Development Authority of the City of Roanoke, Virginia [SEAL] RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ROANOKE, VIRGINIA AUTHORIZING THE ISSUANCE OF UP TO $6,000,000 RESIDENTIAL CARE FACILITY MORTGAGEREVENUEBONDS (VIRGINIA LUTHERAN HOMES BRANDON OAKS PROJECT), SERIES 2007 The Economic Development Authority of the City of Roanoke, Virginia (formerly A. the Industrial Development Authority of the City of Roanoke, Virginia) (the "Authority") is .empowered by the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code o~~~~~.g~.aof-~-9~0.,-a~S~e~ded-(thec--s.-.-vn -bon~-s-~o-fm.SIFl~-orFefi-R-m..ee~e---------construction ,and equipping of facilities for the residence or c a e of the aged to promote the health and welfare of the inhabitants of the Commonwealth of Virginia. and Virginia Lutheran Homes, Inc., a not-for-profit Virginia non-stock corporation B. (the "Borrower"), has requested that the Authority issue its Residential Care Facility Mortgage Revenue Bonds (Virginia Lutheran Homes Brandon Oaks Project), Series 2007 (the "Bonds") in an aggregate principal anlount not to exceed $6,000,000 to finance or refinance (1) the costs of constructing and equipping'a renovation of and expansion to the Borrower's existing continuing care retirement community known as Brandon Oaks, located at 3804 Brandon Avenue, in the City of Roanoke, Virginia ("Brandon Oaks"), consisting of approximately 20,000 square feet of renovated space to include, without limitation, a pool, a fitness and wellness center, dining areas and staff and resident activity space (the "Project"), (2) other capital expenditures at Brandon Oaks, working capital and funded interest, and (3) amounts required to fund a debt service reserve fund and to pay costs of issuance and other expenses in connection with the issuance of the bonds (the "Plan of Financing"); C. The Bonds are expected to be offered for sale by Davenport & Company LLC (the "UndeMter"), pursuant to a Preliminary Official Statement of the Authority (the "Preliminary Official Statement"), with respect to the Bonds, a draft of which has been provided to the Authority. D. The Authority will lend the proceeds of the issuance and sale of the Bonds to the Borrower under the Loan Agreement, dated as of October 1, 2007 (the "Loan Agreement"), between the Authority .and the Borrower, and the Borrower will apply the proceeds under the terms of the Loan Agreement to finance or refinance the costs of the Plan of Financing. The Bonds are being issued pursuant to a Bond Trust Indenture, dated as of E. October 1, 2007 (the "Bond Indenture"), between the Authority and U.S. Bank National Association (the "Trustee"). The Bonds will be secured by an obligation issued by the Borrower n ("Obligation No. 4") in a original principal amount equal to the original aggregate principaI amount of the Bonds, to be issued under the Master Trust Indenture dated as of December 1, 2002 (the "Master Indenture") between the Borrower and U.S. Bank National Association, as successor Master Trustee under the Master Indenture, as previously supplemented and mended, and as supplemented and amended by a Supplemental Indenture for Obligation No. 4 dated as of October 1,2007 (the "2007 Supplement") between the Authority and the Trustee. The Bonds are expected to (1) be sold to the Underwriter for a total compensation F. to the Underwriter not to exceed 2.25% of the original aggregate principal amount of the Bonds, pursuant to the terms of a Bond Purchase Agreement between the Authority, the Borrower and the Underwriter (the "Bond Purchase Agreement") dated the date of execution and delivery thereof, (2) have a maximum true interest cost not to exceed 7.75% per annum, and (3) have a final maturity not later than December 3 1,2043 (collectively, the "Bond Terms"). The Bonds are expected to be sold in a maximum aggregate principal amount not to exceed $6,000,000. G. -. ...- H. There hhaveebbeeennnp~e~SentteeddttoOthi.smeeting.e..pe~foms..of~the.follolowing instruments, which the Authority, if a party thereto, proposes to execute to carry out the transactions described above, copies of which have been filed with the records of the Authority: , (a) (b) Bond Purchase Agreement; . Preliminary Oficial Statement; (c) Bond Trust Indenture; (d) Loan Agreement; (e) ' Obligation No. 4 with the Authority's assignment thereof; and Tax Compliance Agreement dated as of October 1, 2007, between the (f) Authority and the Borrower (the "Tax Compliance Agreement"). I. The Bond Purchase Agreement, the Loan Agreement, the assignment of Obligation No. 4, the Bond,Trust Indenture, and the Tax Compliance Agreement are referred to below as the "Authority Documents." NOW, THEREFORE, BE IT RESOLVED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY 'OF ROANOKE, VIRGINLA: 1. The issuance of the Bonds is approved. The Bonds shall be in substantially the form attached as an exhibit to the Bond Trust Indenture. The Bonds and the Authority Documents are approved in substantially the forms submitted to this meeting, with such changes, insertions or omissions (including, without limitation, changes of the dates thereof) consistent with the Bond Terms as may be approved by the Chairman or the Vice Chairman of the Authority, whose approval will be evidenced conclusively by the execution and delivery of the Bonds. 2. The Chairman and Vice Chairman of the Autho~ityare each hereby authorized 3. and directed to execute and deliver the Bonds to or for the account of the Underwriter and the Authority Documents to the other parties thereto upon approval of their final form, terms and conditions consistent with the Bond Terms. The Chairman and the Vice Chairrnan are each authorized to approve the interest rates, maturities, redemption provisions and other terms of the Bonds, subject to the parameters stated above in paragraphs F and G, with the inclusion of such terms in the Bond Purchase Agreement evidence of such approval. The sale of the Bonds to the Underwriter, or a group of underwriters including the Underwriter, pursuant to the Bond Purchase Agreement is hereby approved and authorized provided such sale shall be consistent with the Bond Terms. The use and distribution by the Underwriter of the Preliminary Official Statement in the form on file with the Authority are in all respects authorized, ratified and approved. For of purposes of Rule 15~2-12 the Securities and Exchange Commission,. the Chairman and the Vice Chairman of the Authority are each hereby authorized to deem the Preliminary Official S.~~m~.nt~dating-to-.the_B-and~i.na1--e~~ep~fo.r-i.nf-01.mati0.n-per-m.i.tted. .to.-be-o.mi.tted--under paragraph @)(I) of such Rule. The Chairman and Vice Chairman of the Authority are each hereby authorized and directed to execute and deliver the Authority's approval of the final official statement (the "Official Statement") upon approval of its form, terms and conditions. Such officer's execution shall constitute conclusive evidence of his approval of such form, terms and conditions. Execution of the final Official Statement shall constitute conclusive evidence that the Official Statement has been deemed final within the meaning of Rule 15c2-12. 4. -. 5. The Oficial Statement and its use and distribution by the Underwriter is authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement submitted to this meeting, which is hereby approved, with such completions, omissions, insertions and changes as may be approved by the Chairman or ViceChairman of the Authority, whose execution thereof shall constitute conclusive evidence of his approval of such form, terms and conditions. The Chairman and the Vice Chairman of the Authority are each authorized to 6. execute on behalf of the Authority the Bonds and the Authority Documents to which the Authority is a party, and the Assistant Secretary of the Authority is authorized to affix the seal of the Authority to the Bonds and, if required, the Authority Documents and to attest such seaI. The signatwes of the Chairman, the Vice Chairman and the Assistant Secretary and the seal of the Authority may be by facsimile. Each officer of the Authority is authorized to execute and deliver on behalf of the Authority such instruments, documents or certificates, and to do and perform such things and act.s, as he or she deems necessary or appropriate to carry out the transactions authorized by this Resolution or contemplated by the Bonds, the Authority Documents or such instruments, documents or certificates, and all of the foregoing, previously done or performed by such officers of the Authority, are in all respects approved, ratified and confumed. 7. This resolution shall be effective immediately. CERTIF'ICATE The undersigned Assistant Secretary of the Economic Development Authority of the City of Roanoke, Virginia (formerly the Industrial DeveIopment Authority of the City of Roanoke, Virginia) (the. "Authority"), hereby certifies that the foregoing is a true, correct and complete copy of a resolution adopted by a majority of the Directors of the Authority at a meeting duly called and held on September 12, 2007, in accordance with law, and that such resolution has not been repealed, revoked, rescinded or amended but is in fuIl force and effect on the date hereof. WITNESS the following signature and seal of the Authority the 12" day of September, 2 m . ..... . ..- _ . . . . .. -. ----.- . ... .. .. - . .. . .-. . . ..- Authority of the City of Roanoke, virginia .- . Economic Development Authorify Board of Directors Finacial Reprot Period ending August 31, 2007 CHECKING ACCOUNT (B of A) Credits - Date - Balance 3/31/07 $102,104 94 $7,353.68 4 17/07 1 $109,458.62 Transfer from savings $29,45862 $80,000.00 4/23/07 Check to new investment acct (Valley Bank) 5/8/07 $52,83643 Performance Agree re-pay to City (Precision) -e.~orman~g~e.e~e:pay~om~r:e~~~si~.chology~~$23+3~~~~~ 6/51p39dr;F\A62_--p $550.00 $28,90862 Treasure of VA (Annual Fee) 6120107 United Health Repayment $62,908.62 6/28/07 Performance Agree re-pay from Precision Techology $74,59752 7/26/07 Glenn Feldman $6,001.41 7/30/0 7 $68,5961 1 Facade advance (City: Atomic TV 8 Wet? Big Lick) $97,729 44 7131 I07 Fa~ade Grant: Atomic N $4,133.33 $93,5961 1 7/30/07 Fa~ade Grant: Candy Factory 324 LLC $1 18,5961 1 8/6/07 Facade advance (City) $25,000.00 8 1 I07 1 $93,5961 1 Performance Agree re,-payto City (Precision) $1 1,688.90 8 16/07 1 $81,90721 Balance this statement $81,907.21 8131107 -Balance Forward (last statement) INVESTMENT ACCOUNT Bank of America - Savings Account CLOSED INVESTMENT ACCOUNT (Valley Bank) Commercial Money Market Date -Debits Balance Forward: (last statement) lnterest lnterest lnterest lnterest Deposit Bond Issuance (Lutheran- $6,030 21 8 Carilion- $140,441.47) lnterest - Balance this statement Interest Information: Annual percentage yield earned: 4 54% Interest Paid Year To Date. $2,101.95 Credits Balance 4/20/07 $80,000.00 EDA Fapade Grant Summary Report Sep07 Dated: september'& -7 2007 RESOLUTION OF THE - ECONOMIC DEVELOPMENT ALTTHORITY OF THE CITY OF ROANOKE, VIRGINIA WHEREAS, heretofore, on November 10, 2004, the Economic Development Authority of the C i v of Roanoke, Virginia (the "Authority"), in accordance with the provisions of Virginia Code 5 15.2-953, agreed to enter into a Performance Agreement which was subsequently dated November 18, 2004 (the "Performance Agreement") to provide a grant of funds to be provided through the City of Roanoke, Virginia to IMD Investment Group, LLC, a Virginia limited liability company ("IMD") of up to Nine Million Dollars ($9,000,000.00) to be paid out over a 15 year period after a minimum of 58,000 square foot grocery store, a drug store, approximately 5 16 structured parking spaces, associated infrastructure and another minimum additional 60,000 square feet of restaurant, retail and office space is built, equipped and operational on certain property located at the northwest quadrant of the intersection of Wonju Street and Franklin Road, S.E., in the City of Roanoke, Virginia, and WHEREAS, due to unanticipated time delays which IMD has represented were certain time extensions for completion of certain beyond its control, IMD has ~equested of its obligations under the Performance Agreement, and . WHEREAS, heretofore, the City of Roanoke and the Economic Development Authority approved the time extensions which have been memorialized in Amendment No. 1 to Performance Agreement dated November 14,2006; and WHEREAS, due to additional unanticipated time delays which IMD has .- represented were beyond its control, IMD has requested hrther time extensions for complying with its obligations under Section 2 (D) of the Performance Agreement as amended by Amendment; and WHEREAS, the City of Roanoke and the Economic Development Authority approved the additional time extensions which have been memorialized in Amendment No. 2 to Performance Agreement (the "Amendment") presented to this meeting; and WHEREAS, the Authority has been informed by its attorney that the Amendment is in order and consistent with federal and state law as well as with the intent of the City to make a g a l t to IMD. NOW THEREFORE, the Directors of the Economic Development Authority of the City of Roanoke, Virginia do hereby FIND that approving and entering into the Amendment and that making the grants described in the Performance Agreement are for the purposes of promoting economic development and are in furtherance of the purposes for which the Authority was organized; and fbrther FIND that such grants to INID are in fiuthe~anceof the purposes of the Virginia Industria1 Development and Revenue Bond Act, being Chapter 49 of Title 15.2 of the Code of Virginia, 1950, as amended, including for the purposes of promoting economic development, and that such grants or other financial assistance are to be made fiom revenues of the Authority which have not been pledged or assigned for the payment of any of the Authority's bonds, that the hnds to be received by the Authority from the City pursuant to the Performance Agreement are described by the word "revenues" set out in subdivision 12 - ---. of Virginia Code 515.2-4905; and the directors do hereby approve the Amendment presented to them at this meeting and do hereby direct the oficers of the Authority to execute and deliver the same and to take all such further action as may be necessary, convenient or expedient to carry out the terms of the Amendment and the Performance Agreement, as amended, and the spirit and intent of'this Resolution and of the City's grant to IMD. This resolution shall take effect immediately CERTIFICATE Allen Damon Wi.lliams Secretary to the The undersigned, Economic Development Authority of the City of Roanoke, Virginia does hereby certify that the foregoing is a true, correct and complete Resolution adopted by the a k a t i v e vote of 6-0 members of the Economic Development Authority of the City of Roanoke, Virginia at a regular meeting of the Authority duly called and held on September 12,2007 Date: September 12,2007 flfie, Jr m ~~ c r dtlhbn~ , Secretary (SEAL) Dated- September 19, 2007 RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY O F THE CITY OF ROANOKE, VIRGINIA WHEREAS, the City of Roanoke, Virginia has made a commitment to Roanoke Hotel Group, LLC, a Virginia limited liability company ("RHG") to provide funds through the Economic Developnlent Authority of the City of Roanoke, Virginia (the "Authority") of up to One Million Dollars ($1,000,000) to be paid in up to 6 annual Economic Development Grants (the "Grant"), in order to assist with the development of structured ground for parking and other infrastructure related to building in the flood plan for a development of certain property located along Rese~ve Avenue, in the City of Roanoke, Virginia, on which RHG will construct a Cambria Suites hotel, with at least 127 rooms and a parking garage and landscaping (the WHEREAS, there has been presented to the Board of Directors a Performance Agreement carrying out the terms of the City's grant offer to,RHG and to which the Authority is a party for purposes of serving as a conduit for the grant in accordance with the provisions of Virgnia Code 5 15.2-953; and WHEREAS, the Authority has been informed by its attorney that the Performance Agreement is in order and consistent with federal and state law as well as with the intent of the City to provide funds to the Authority to make the Grant to RHG. NOW THEREFORE, the Directors of the Economic Development Authority of the City of Roanoke, Virginia do hereby FIND that entering into the Performance Agreement and that making the Grant are for the purposes of promoting economic development and are in furtherance of the purposes for which the Authority was - organ~Z~;-~~3-Tu~h-eT'~F~-fiKsuchtheCiranttoO~Ts--iTfu=erance offlie---purposes of the Virginia hdustrial Development and Revenue Bond Act, being Chapter 49 of Title 15.2 of the Code of Virginia, 1950, as amended, including the purposes of promoting economic development, and that the Grant or other financial assistance are to be mzde from revenues of the Authority whch have not been pledged or assigned for the payment of any of the Authority's bonds and that the funds to be received by the Authority from the City pursuant to the Performance Agreement are described by the word "revenues" set out in subdivisions 12 and 13 of Virginia Code $15.2-4905; and the directors do hereby approve the Performance Agreement presented to them at this meeting and do hereby direct the officers of the Authority to execute and deliver the same and to take all such further action as may be necessary, convenient or expedient to cany out the terms of the Performance Agreement and the spirit and intent of this Resolution and of the Grant to RHG \ . This resolution shall take effect immediately. The undersigned, Allen Damon Williams Secretary to the Industrial Development Authority of the City of Roanoke, Virginia does hereby certify that the foregoing is a true, correct and complete Resolution adopted by the affirmative vote of 6-0 members of the Economic Development Authority of the City of Roanoke, Virginia at a regular meeting of the Authority duly called and initially held on September 12,2007 and recessed to September 19,2007. __-- -- Date: ~ e ~ t e m b/ : 2007 F er (SEAL) 1 - - . - .L-... /' ,-::, . - MIlYUTES OF A REGULAR MEETING ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ROANOKE, VIRGINLA December 12,2007 Directors present: Derinis R. Cronk Linda Davis Frith - F.-Gordon-HmcockC. E. Hunter Stuart Revercomb A. Damon Williams Directors absent: S. Deborah Oyler - - - - - -- - Also present at the meeting were Harwell M. Darby, Jr., Counsel to the Authority; Brian Townsend, City of Roanoke Assistant City Manager for Community ra Development; B i n Brown, City of Roanoke Economic Development Division Administrator; Chris Copenhaver, City of Roanoke Economic Development Division Specialist; Jim Flowers of VT Knowledge Works., Chuck Terrell of Virginia Western Community College; Bruce Phipps, President/CEO of Goodwill Industries of the Valleys, Inc. and Christine Visscher of Goodwill Industries of the Valleys, hc.; Ed Walker, principal and Cooper Youell, attorney, for The Hancock Building, LLC; Ed Natt, Special Counsel to the Authority for purpose of advising the Authority in its consideration of The Hancock Building LLC Performance Agreement. ... . Chairman Dennis R. Cronk called the meeting to order at 8:05 a.m and declared that a quonun was present. On motion by M .Hancock and seconded by Mr. Hunter, the Authority unanimously r approved the minutes of the September 12,2007 regular meeting. After review of the financial report, on motion by Mr. Hunter and seconded by Mr. Hacock, the Authority unanimously received the financial report dated as of November 30, 2007 a copy of which is attached to fhese minutes. The Treasurer informed the Authority that he would make certain allocations between the Authority's checking and savings account in order to maintain necessary liquidity and at the same time maximize investment return. On rnotian by Mr. Hancock, seconded by Mr. Williams, the Authority voted 6-0 to defer its consideration of the application of A. Gary and Jeanne Yamine for a fa~ade ' grant on property located at 4528 Williamson Road, Roanoke, Virginia 24012. On motion by M .Hunter, seconded by Mr. Hancock, the Authority voted 6-0 to r approve a Fagade Grant for Goodwill Industries of the Valleys, Inc. in the mount of $16,373.28, being one-third of the costs of improving the fh~ade the building to located at 2502 Melrose Avenue, N. W., Roanoke, Virginia, completed on or before June 30, 2008 and the grant funded on or before December 12, 2008 md with the requiiement that the Economic Development Specialist review the documintation supporting each expenditure to ensure compliance w t the Fapde Grant guidelines ih and report back fhe final amount to the Board as soon as the project is completed. .. . _ . At approximately 9:00, Ed Natt was introduced to the Board and took on the role as advisor to the Authority for its consideration of the Performance Agreement for The Hancock Building, LLC due to potential business conflicts of Glenn, Feldrnann, _ .Darby-&.Go-odlatte.. . Brian Townsend presented the basics of the Performance Agreement that had been approved by City Council for The Hancock Building, LLC on December 3,2007 and Ed Walker md Cooper Youell answered several questions of the Board. There d ensued an open, detailed, m frank discussion of fhe question of whether the Performance Agreement would promote economic development, and the Authority w s advised by M . Natt that it may make that legislative determination in its a r discretion based on such facts, circumstances and considerations as it deems appropriate. At 955 am. on motion by Mr. Hmcock, seconded by Ms. Frith, the Authority voted 3-3 on a resolution to approve the Performance Agreement for The Hancock Building, LLC; on which vote the resolution failed to pass. The vote was taken as a roll call vote as follows: Mrs. Frith Yes Mr. Hancock Yes Mr. Hunter Yes Mr. Reverwmb No Mr. Williams No Mr. Cronk No On motion by M . Hancock, seconded by Ms. Frith, the Authority voted 6-0 to r approve an extension to the Perfonmace Agreement for Valley View, LLC. There being no M i e r business, Mr. Cronk adjomed the meeting at 10:10 a n Attachments (2): Financial Report dated as of November 30,2007. 1) Resolution approving an Extension to the Performance Agreement with 2) Valley View Mall, LLC. Economic Development Authority Board of Directors Finacial Reprot Period ending November 30, 2007 CHECKING ACCOUNT (B of A) .. .- .- . .. Transfer from savings Check to new investment acct (Valley Bank) PerformanceAgree repay fmm Precision Techology PerformanceAgree repay to City (Precision) Treasure of VA (Annual Fee) Advance from City: United Health Performance Agree re-pay from Precision Techology Glenn Feldrnan Facade advance (City: Atomic TV & Wetz Big Lick) . Fapde.Grani: Atomic-TV . .- -- --- - . . - -- Fapde Grant Candy Factory 324 LLC Facade advance (City -Candy Factory) PerformanceAgree repay to City (Precision) Facpde Grant: Wetz Big Lick Repayment to United Health: Job Creation Facade advance (City -Tudor) Facpde Grant: Tudors Facade advance (City: JMT Holding) Payment to City: PrecisionTechology Fapde Grant: JMY Holding Advance from City: United Health Facade advance (City -Stage Sound) Repayment to City: Precision Tech Fapde Grant: Stage Sound Unlted Health payment: Job Creation Credits - $25,000.00 Debits Balance Forward (last statement) 8/6/07 8/1/07 8116/07 9117/07 9117/07 9119/07 1011/07 10115/07 I 5/07 011 10118/07 11/8/07 11/9/07 11/15/07 11116/07 11/23/07 Date 313 1107 $7,353.68 4117/07 4/23/07 $23,377.8 1 5/8/07 6/5/07 6/20/07 $34,000..00 6/28/07 $11,688.90 7/26/07 7/30/07 $29,133.33 713 1107 . - . - . ..... . .-.. ... -.~/30/07.. . $9,728.60 $9,347.53 $11,688.90 $13,000.00 $23,073.38 Balance this statement INVESTMENT ACCOUNT Bank of America - Savings Account 11/30/07 CLOSED 4117/07 Date 4/20/07 INVESTMENT ACCOUNT (Valley Bank) Commercial Money Mar.ket Debits Balance Forward: (last statement) Interest lnterest lnterest lnterest Deposit - Bond Issuance (Lutheran- $6,030.21 & Carilion- $140,441.47) lnterest Deposit lnterest Fee for PerformanceAgreement lnterest lnterest Balance this statement lnterest Information: A n n ~ apercentzige yield earned: 3..53% l lnterest Paid Year To Date: Balance $102,104.94 $109,458.62 $29,458.62 $52,836.43 $29,458.62 $28,908.62 $62,908.62 $74,597.52 $68,596.1 ' I $97,729.44 $93,596"11 $118,596.1 1 1 $93,596. I $81,907.21 $58.597.21 $24,597.21 $34,325.81 $24,597.21 $33,944.74 $45,633.64 $36,286.1 1 $49,286.1 1 $72,359.49 $60,670.59 $37,597.24 $24,597.24 Credits Balance $80,000.00 Dated: December 12, .2007 RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ROANOKE, VIRGINIA - __ _-- - - -- - . - - . .- WHEREAS, heretofore, on June 14, 2006, the Economic Development Authority of the City of Roanoke, Virginia (the "Authority"), in accordance with the provisions of Virginia Code 5 15.2-953, agreed to enter into a Performance Agreement which was dated June 15, 2006 (the 'Terformance Agreement") to provide a grant of funds to be provided through the City of Roanoke, Virginia to Valley View Mall, LLC, a Virginia limited liability company ("VVM") of up to One Million Dollars ($1,000,000.00) to be paid out over a 5 year period after demolition of a building, installing requisite infi-astnrcture, constnrcting new buildings for retail establishment, obtaining 5 year or longer base leases with six establishments and investing or caused to be invested over $17,400,000 on the project on property located along the Ring Road, consisting of resubdivided tax map number 2370107 and a certain parcel of property outside such tax map as and more particularly described in the Performance Agreement; and WHEREAS, VVM has requested certain t h e extensions for completion of certain of its obligations under the Performance Agreement; and WHEREAS, herktofore, the City of Roanoke and the Economic Development Authority approved the time extensions which have been memorialized in Amendment No. 1 to Performance Agreement to be dated December 12,2007 (the "Amendment"); and WHEREAS, VVM has requested a time extension of nine (9) months for complying with its obligations under Section 2 (A) and (B) of the Performance Agreement; and WHEREAS, the City of Roanoke and the Economic Development Authority approved the additional time extension which has been memo~ialized the presented in to this meeting; and WHEREAS, the Authority has been informed by its attorney that the Amendment is in order and consistent with federal and state law as well as with the intent of the City to make a grant to VVM. - - - - . - - NOW THEREFORE, the Directors of the Economic Development Authority of the City of Roanoke, Virginia do hereby FIND that approving and entering into the Amendment and that making the grants described in the Performance Agreement are for the purposes of promoting economic development and are in furtherance of the purposes for which the Authority was organized; and further FIND that such grants to VVM are in M e r a n c e of the purposes of the Virginia Industrial Development and Revenue Bond Act, being Chapter 49 of Title 15.2 of the Code of Virginia, 1950, as -amended, including for .the pvrposes of promoting e.~onomicdevelopment, and .$hat such grants or other financial assistance are to be qade fkom revenues of the Authority which have not been pledged or assigned for the payment of any of the Authority's bonds, that the h d s to be received by ~e Authority from the City pursuant to the Performance Agreement are described by the word "revenues" set out in subdivision 12 of Virginia Code $15.2-4905;- and the directors do hereby approve the Amendment presented to them at this meeting and do hereby direct the officers of the Authority to execute and deliver the same and to take all such h t h e r action as may be necessary, convenient or expedient to carry out the terms of the Amendment and the Performance Agreement, as amended, and the spirit and intent of this Resolution and of the City's grant to VVM. T i resolution shall take effect immediately. hs CERTIFICATE The undersigned, Allen Damon Williams Secretary to the Economic Development Authority of the City of Roanoke, Virginia does hereby certify that the foregoing is a true, correct and complete Resolution adopted by the affirrnative vote of members of the Economic Development Authority of the City of Roanoke, Virginia at a regular meeting of the Authority duly called and held on December 12, 2007. Date: December (6 ,2007 Secretary . MINllTTES OF A REGULAR MEETING ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ROANOKE, VIRGINIA February 13,2008 ... . Directors present: Dennis R Cronk F- Gordon an cock .... . c..-E...Hunter -. . . A. ~ a r n o n i l l i a m s ~ ... ... - - -. - ' Directors absent: Linda Davis Frith Stuart Revercomb S. Deborah Oyler Also present at the meeting were Samuel F. Vance, TV, Counsel to the Authority, Brian Brown, City of Roanoke Economic Development Division Administrator, Chris Copenhaver, City of Roanoke Economic Development Division Specialist, and Lindsey Hurt, City of Roanoke Economic Development Division Specialist. Chairman Dennis R Cronk called the meeting to order at 8:00 a.m. and declared that a quorum was present. A. new City of Roanoke Economic Development Division Specialist was introduced. Her name is Lindsey Hurt, and she will take over 100% of the duties of Enterprise Zones, which includes fapde grants. Chris Copenhaver announcd that he will go part time and focus 100% of his efforts on the new Entrepreneurial Zones. Brian Brown announced that the EDA will move to the old Carilion Biomedical Institute space on Church Avenue in May of 2008. On motion by Mr. Hunter and seconded by Mr. Hancock, the Authority unanimously approved the minutes of the December -12,2007regular meeting. After review of the financial report, on motion by Mr. Hancock and seconded by Mr. Hunter, the Authority unanimously received the financial report dated as of December 3 1,2007, a copy of which is attached to these minutes. Chairman Cronk reported to the board the Art Museum of Western Virginia had extended an invitation to members of the EDA to schedule a tour of the new Art Museum. Members present mdicated their desire to accept the invitation and instrttcted Mr. Crcnk to &e Lls wraiDrns~ts i conjmcis:: with the March EDA n meeting. Chris Copenhaver and Brian Brown led a discussion on Enterprise Zone changes for 2008. Namely, there are some planned expansions to each of Zones One A and Two. There is a public hearing on these changes on February 19. Chris Copenha