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NOVEMBER 12, 2019 AGENDA
CITY OF VIRGINIA BEACH "COMMUNITY FOR A LIFETIME" CITY COUNCIL cp4IA•BEAc MAYOR ROBERT M. "BOBBY"DYER,At Large S4 * t VICE MAYOR JAMES L. WOOD,Lynnhaven—District 5 �F JESSICA P.ABBOTT,Kempsville—District 2 +: Z MICHAEL F.BERLUCCHI,Rose Hall—District 3 U BARBARA M.HENLEY,Princess Anne—District 7 LOUIS R.JONES,Bayside—District 4 JOHND.MOSS,At Large AARONR.ROUSE,At Large °F °°p y/.TW°° GUYK.TOWER,Beach—District 6 ROSEMARY WILSON,At Large SABRINA D. WOOTEN,Centerville—District I CITY HALL BUILDING CITY COUNCIL APPOINTEES 2401 COURTHOUSE DRIVE ACTING CITY MANAGER-THOMAS L.LEAHY CITY COUNCIL AGENDA VIRGINIA BEACH, VIRGINIA 23456-9005 CITY ATTORNEY-MARK D.STILES PHONE:(757)385-4303 CITY ASSESSOR-RONALD D.AGNOR November 12, 2019 FAX(757)385-5669 CITY AUDITOR-LYNDONS.REMIAS E-MAIL:CITYCOUNCIL@vbgov.com CITY CLERK-AMANDA BARNES MAYOR ROBERT M. "BOBBY" DYER PRESIDING I. CITY MANAGER'S BRIEFINGS - Conference Room- 3:00 PM A. DISTRICT IMPROVEMENT PROGRAM Taylor Adams, Director—Economic Development B. TRANQUILITY AT THE LAKES— SALE OF EXCESS CITY PROPERTY Karen Prochilo, Housing Development Administrator—Housing and Neighborhood Preservation C. STORMWATER OPERATIONS AND MAINTENANCE Mark Johnson, Director—Public Works Phillip Koetter, Operations Engineer—Public Works II. CITY COUNCIL LIASON REPORTS III. CITY COUNCIL COMMENTS IV. CITY COUNCIL AGENDA REVIEW V. INFORMAL SESSION - Conference Room- 5:30 PM A. CALL TO ORDER—Mayor Robert M. "Bobby" Dyer B. CITY COUNCIL ROLL CALL C. RECESS TO CLOSED SESSION VI. FORMAL SESSION - City Council Chamber- 6:00 PM A. CALL TO ORDER—Mayor Robert M. "Bobby" Dyer B. INVOCATION: Roger Gauthier, Jr., Chaplain Virginia Beach Police Department C. PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA D. ELECTRONIC ROLL CALL OF CITY COUNCIL E. CERTIFICATION OF CLOSED SESSION F. MINUTES 1. INFORMAL and FORMAL SESSIONS October 15, 2019 2. SPECIAL FORMAL SESSION October 22, 2019 3. SPECIAL FORMAL SESSION October 29, 2019 G. MAYOR'S PRESENTATION 1. PROCLAMATION NATIVE AMERICAN HERITAGE MONTH Chief Emeritus Lee Lockamy—Nansemond Indian Nation H. PUBLIC COMMENT 1. DOME SITE/ATLANTIC PARK PROPOSED DEVELOPMENT AGREEMENT I. PUBLIC HEARINGS 1. ALLOCATION OF EDWARD BYRNE JUSTICE ASSISTANCE GRANT Law Enforcement Purposes 2. AMENDMENT to FY 2019-20 CAPITAL BUDGET: Appropriation of$9-MILLION for Dome Site Development Acquisitions J. FORMAL SESSION AGENDA 1. CONSENT AGENDA K. ORDINANCES/RESOLUTIONS 1. Resolution to APPOINT Jessica C. Koepf as Associate City Attorney, effective October 24, 2019 2. Resolution to REQUEST the General Assembly for$10-Million(cash) and $20-Million (interest free loan) to the City during its Special Session of November 18, 2019 re recovery from the events of May 31st 3. Resolution to ALLOW Virginia Beach, Chesapeake, Portsmouth,Norfolk and Suffolk to ESTABLISH a Broadband Authority under the Virginia Wireless Services Act 4. Ordinances to AMEND City Code Section: a. 7-58.1 re motorized scooters in the Resort Area and ADD Section 7-58.2 to require entities that offer sharable motorized mobility devices for hire to have a franchise license b. 21-230 re designation of Sullivan Boulevard between Aragona Boulevard and Haygood Road, Red Mill Boulevard between General Booth Boulevard and Warner Hall Drive to the Traffic Calming Ordinance 5. Ordinance to AUTHORIZE temporary encroachments into a portion of City Property known as Croatan Beach at the rear of 538 South Atlantic Avenue re maintain existing sprinkler system, stone bench wall, and construct walkway with stairs and observation deck 6. Ordinance to EXTEND the date to satisfy the conditions re closure of Lake Avenue, Oak Street, and portions of Locust Crescent and Ellis Avenue (Approved November 27, 2012) 7. Ordinance to APPROPRIATE $225,500 of Fund Balance from the Sheriff's Office Special Revenue Fund to the Sheriff's Office FY2019-20 Operating Budget re replacement of inmate property mobile shelving storage 8. Ordinance to ESTABLISH estimated $300,000 in revenues from Human Services to Police and INCREASE appropriations in the Police Department FY 2019-20 Operating Budget re Crisis Intervention Team(CIT) Security Center Overtime 9. Ordinances to ACCEPT and APPROPRIATE: a. $519,520 from Virginia Department of Transportation(VDOT) to Capital Project#4- 064, "City Bikeways and Trails Plan Implementation II"re asphalt path connecting Violet Bank Drive to Selwood Drive, Sherwood Lakes and Highgate Greens neighborhoods to Three Oaks Elementary School b. Grant Funds totaling$80,125 from the Edward Byrne Justice Assistance Grant to FY2019-20 Operating Budgets of the Sheriffs Office,Police Department,Juvenile and Domestic Relations Court,the Community Corrections and Pre-Trial Services Division 10. Ordinances to ACCEPT and APPROPRIATE from the Federal Emergency Management Agency(FEMA)to the Fire Department FY 2019-20 Operating Budget: a. $1,364,604 re support Urban Search and Rescue FEMA Team,Virginia Task Force 2 b. $1,107,810 re costs for the mobilization of the Urban Search and Rescue FEMA Team, Virginia Task Force 2 to areas impacted by Tropical Storm Barry and Hurricane Dorian 11. Ordinances to ACCEPT and APPROPRIATE from the Virginia Department of Emergency Management to the FY 2019-20 Fire Department Operating Budget: a. $44,802 re technical rescue training and purchase of equipment b. $10,358 re purchase of hazardous materials equipment c. $76,000 re swift water rescue training and purchase of equipment L. PLANNING 1. GENERAL BOOTH VENTURE, LLC / KAMPGROUNDS OF AMERICA, INC., for a Conditional Use Permit re automobile service station at the Northeast corner of General Booth Boulevard and Prosperity Road DISTRICT 6—BEACH RECOMMENDATION: APPROVAL 2. CITY OF VIRGINIA BEACH request for Major Entertainment Venue Signage for properties South of I-264, West of Parks Avenue,North of 18th Street,West of Washington Avenue,North of 17th Street and East of North Birdneck Road DISTRICT 6—BEACH RECOMMENDATION: APPROVAL M. APPOINTMENTS 2040 VISION TO ACTION COMMUNITY COALITION BAYFRONT ADVISORY COMMISSION BIKEWAYS AND TRAILS ADVISORY COMMITTEE BOARD OF BUILDING CODE APPEALS —BUILDING MAINTENANCE DIVISION —ELECTRICAL DIVISION —NEW CONSTRUCTION DIVISION —PLUMBING AND MECHANICAL DIVISION BOARD OF ZONING APPEALS CHESAPEAKE BAY PRESERVATION AREA BOARD COMMUNITY ORGANIZATION GRANT REVIEW AND ALLOCATION COMMITTEE COMMUNITY SERVICES BOARD DEVELOPMENT AUTHORITY HISTORIC PRESERVATION COMMISSION HISTORICAL REVIEW BOARD HUMAN RIGHTS COMMISSION INVESTIGATIVE REVIEW PANEL OCEANA LAND USE CONFORMITY COMMITTEE OLD BEACH DESIGN REVIEW COMMITTEE OPEN SPACE ADVISORY COMMITTEE PLANNING COMMISSION PROCESS IMPROVEMENT STEERING COMMITTEE RESORT ADVISORY COMMISSION SOUTHSIDE NETWORK AUTHORITY VIRGINIA BEACH COMMUNITY DEVELOPMENT CORPORATION WETLANDS BOARD N. UNFINISHED BUSINESS O. NEW BUSINESS P. ADJOURNMENT PUBLIC COMMENT Non-Agenda Items Each Speaker will be allowed 3 minutes and each subject is limited to 3 Speakers *********************************** *********************************** If you are physically disabled or visually impaired and need assistance at this meeting, please call the CITY CLERK'S OFFICE at 385-4303 ***************************** The Agenda (including all backup documents) is available at https://www.vbgov.com/government/departments/city-clerk/city-council under the eDocs Document Archive. If you would like to receive by email a list of the agenda items for each Council meeting, please submit your request to pmcgraw(c/vbgov.com or call 385-4303. MAYOR ROBERT M. "BOBBY" DYER PRESIDING I. CITY MANAGER'S BRIEFINGS - Conference Room- 3:00 PM A. DISTRICT IMPROVEMENT PROGRAM Taylor Adams, Director—Economic Development B. TRANQUILITY AT THE LAKES—SALE OF EXCESS CITY PROPERTY Karen Prochilo, Housing Development Administrator—Housing and Neighborhood Preservation C. STORMWATER OPERATIONS AND MAINTENANCE Mark Johnson, Director—Public Works Phillip Koetter, Operations Engineer—Public Works II. CITY COUNCIL LIASON REPORTS III. CITY COUNCIL COMMENTS IV. CITY COUNCIL AGENDA REVIEW V. INFORMAL SESSION - Conference Room- 5:30 PM A. CALL TO ORDER—Mayor Robert M. "Bobby" Dyer B. CITY COUNCIL ROLL CALL C. RECESS TO CLOSED SESSION VI. FORMAL SESSION - City Council Chamber- 6:00 PM A. CALL TO ORDER—Mayor Robert M. "Bobby" Dyer B. INVOCATION: Roger Gauthier, Jr., Chaplain Virginia Beach Police Department C. PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA D. ELECTRONIC ROLL CALL OF CITY COUNCIL E. CERTIFICATION OF CLOSED SESSION F. MINUTES 1. INFORMAL and FORMAL SESSIONS October 15, 2019 2. SPECIAL FORMAL SESSION October 22, 2019 3. SPECIAL FORMAL SESSION October 29, 2019 G. MAYOR'S PRESENTATION 1. PROCLAMATION NATIVE AMERICAN HERITAGE MONTH Chief Emeritus Lee Lockamy—Nansemond Indian Nation 64 t o Ly • e •, r 4s Gp OUR PiI' S Vrodantation Whereas: Native Americans have made use of the natural resources in'Virginia and Virginia Beach for over 15,000 years;and Whereas: Significant archaeological sites have been found in'Virginia Beach that reveal the details of Native American liife here;and ` ate The Chesapeake Indian 7ri6e resided in village settlements in Virginia Beach at the time of or Just prior to the early seventeenth century arrival of permanent English colonists in the region;and Whereas: Native Americans assisted the English colonists in their survival in the Virginia environment; and Whereat: Members of the Nansemond Indian tribe moved eastward settling in areas that included Virginia Beach;and `was: The Commonwealth of Virginia officially recognized the Nansemond Indian Nation in 1985; and `was: The VnitedStates of Amerka officially recognized the Nansemond Indian Nation in 2018; and `was Members of the Nansemond Indian 7ri6e play an essential role in the 'Virginia Beach community today,and Whereas: Chief Emeritus Lee Lockamy is a resident of the City of Virginia Beach and Whereas: November was first declared as Native American Heritage Month in the 'United States of America in 1990;and Whereat November is also commemorated as Native American•1feritage Month in the Commonwealth of Virginia; Now 7Tserefor4 I`R96ert M• Dyer,Mayor of the City of'Virginia Beach'Virginia,do hereby proclaim { S1lovem6er 2019 Native Jmerican HCeritage Month In 'Virginia 0044, and furthermore calf upon the citizens, governmentvate n �3 utions, businesses and schools in Virginia Beach to recognize the cntrihutions of Native Americanps to the historyinstit and development of the city,state and nation and to commemorate this month with appropriate activities. In'Witness't hereof I have hereunto set my hand and caused the OffrcialSeal of the City of Virginia Beach, Virginia,to 6e aff.ted this clwelh day of Novem6er 2019. q?p6ert M. (Bo66y"Dyer Mayor H. PUBLIC COMMENT 1. DOME SITE/ATLANTIC PARK PROPOSED DEVELOPMENT AGREEMENT 10/15/19 • DEVELOPMENT AGREEMENT SUMMARY The Dome Site Development Agreement ("Development Agreement") sets forth the agreements between the City of Virginia Beach Development Authority (the "Authority") and Atlantic Park, Inc., an affiliate of Venture Waves, LLC (collectively"Developer") for the design, construction and opening of a mixed-used development on the former Dome Site. The Development Agreement will be executed after votes by the Authority and City Council approving the transaction and after the requisite notice period under the Knight-Wagner legislation. The Development Agreement will govern the relationship between the parties until the Dome Project opens. All the other documents are attached to the Development Agreement as Exhibits. This summary is intended as a guide for understanding and reviewing the Agreement, not as a restatement of the Development Agreement. In the event of a conflict or inconsistency between this document and the Development Agreement, the Development Agreement expresses the intent of the parties and should be relied on to resolve that conflict or inconsistency. What follows is an explanation of each section of the Development Agreement: Recitals: The Recitals are intended to explain the history of the transaction, including the process undertaken to select the Developer and the property subject (at least initially) to the development. They also recite the steps we have taken to date (such as term sheet, various studies and preliminary project plan development) to get to the point where the Development Agreement has been agreed on by the parties and the transaction is ready to move forward with each party having binding obligations to the other. Terms of Agreement (the numbers of these paragraphs correspond to the numbered sections of the Development Agreement): 1. Definitions. Paragraph 1 states that all terms not otherwise defined are contained in the Appendix. The Appendix also contains rules of usage and interpretation. The Appendix is necessary to a full understanding of the Development Agreement. 2. Support Agreement. Paragraph 2 requires the Authority to enter into a Support Agreement with the City. The Support Agreement says that subject to appropriation, the City agrees to provide to the Authority such funds as the Authority needs to satisfy its obligations under the Development Agreement. This includes the money necessary to acquire the parking structures, streetscapes and entertainment venue which are going to be constructed pursuant to the Development Agreement; and any Performance Grant funds the Authority needs to contribute to the CDA (discussed in detail below in Paragraph 8). 3. The Project. This section generally lays out the scope of the project (as shown on Exhibit 1 and described on Exhibit 3), the anticipated process for deciding on the construction schedule and financing schedule and what happens if the Developer cannot obtain financing. 1 10/15/19 • 3.1 Preliminary Master Plan. The Preliminary Master Plan is the Preliminary Project Elements, described on Exhibit 3 (Mixed-use commercial space, Class A Office, multi-family residential, surf park, entertainment venue, parking, and streetscapes/ancillary improvements) and the Preliminary Project Plan (Exhibit 1) which is a rough layout of where those elements may be located. This section goes on to state that the parties intend to construct the project consistently with the Preliminary Master Plan. However, the parties acknowledge that additional property will need to be acquired by the Authority in the area surrounding the Dome (by voluntary acquisition only - in no event by condemnation) and that the exact layout and composition of the project will be developed as set forth in the following paragraphs of the Development Agreement. If additional properties are not acquired during the Due Diligence Phase (9 months after signing of Development Agreement), the Project will have to be downsized to accommodate the available footprint,but the mix of uses (Exhibit 3)proposed will remain. • 3.2 Improvements. States that the Developer is anticipating constructing approximately $230MM in Developer Improvements. This amount could be adjusted based on changes to the Master Plan due to change in scope to the Project if additional land is not acquired. Developer is responsible for obtaining all of its equity and financing to construct these improvements. • 3.3 Construction Schedule. Provides for the development of a mutually acceptable construction schedule, including the "Target Completion Date" which is the date the parties anticipate the Project will open. The construction schedules and interim deadlines will be developed during the Pre-Development Phase as the parties have more definitive understanding of what is going to be built. • 3.4 Failure to Obtain Financing. This paragraph gives the Authority a termination right if Developer fails to make progress towards obtaining financing or fails to obtain a financing commitment by an outside date to be agreed on by the parties during the Due Diligence Period. These milestones are intended to give the Authority an ability to terminate the deal if the Developer's financing does not materialize. 4. Due Diligence, Acquisition and Development of Project Land. This section describes what will happen during the Due Diligence Period, which is the first phase after signing of the Development Agreement. The main categories are (i) studies and investigations, (ii) land acquisition and project element siting, (iii) zoning and permitting actions, and (iv) development of ancillary project documents such as parking agreements and the condominium documents. • 4.1 Due Diligence A description of the activities to occur during the Due Diligence Phase. This phase commences as of the effective date of the Development Agreement and ends at the earlier of(i)the date the parties agree or nine months from the Effective Date(the date of the Development Agreement). 2 10/15/19 o 4.1.1 Acquisition of Additional Land. The process for identifying and acquiring additional parcels of land which will be necessary to construct the entire Project. o 4.1.2 Property Inspection / Due Diligence. States the parties will perform traditional property studies and investigations during the Due Diligence Phase with the cost being split as set forth in the Pre- Development Budget, attached as Exhibit 5. o 4.1.3 Entertainment Venue Location. Expresses the goal of the parties to agree on the location of the Entertainment Venue during the first 90 days of Due Diligence. What additional land, if any, is acquired will impact this decision. • 4.2 Project Land. Recites what actions the parties will take during this phase regarding the Project Land. o 4.2.1 First Resubdivsion Plat. Authority will obtain a subdivision of the land to be included in the Project. o 4.2.2 Conditional Street Closures. Authority will pursue approval of the necessary street closures to accomplish the Project. These are (i) 19th Street between Arctic and Pacific (ii) a portion of 18th Street between Artic and Pacific, and(iii)an abandoned alley on the Treasurer's Block. o 4.2.3 Waiver of Height Restrictions. The Parties will apply to the Navy and FAA for approval of the building heights in the Project. o 4.2.4 Zoning. Parties will apply to City Council for approval under Form- Based Code of the uses in the Project, including application for Special Exceptions where necessary. o 4.2.5 Traffic and Parking Analysis. Authority to obtain this study. o 4.2.6 Encroachments. Authority to apply for approval of encroachments in the right-of-way for the Project. • 4.3 Developer Due Diligence o 4.3.1 Cooperation. Commits the Authority to provide all reports, studies, etc. that it or the City might have related to the Dome Properties. o 4.3.2 Environmental. Authority stating that it has no knowledge of any environmental issues on the Dome Properties and that if any issues are discovered,Authority will be responsible for any necessary remediation. • 4.4 Ground Lease and Parking Garage Agreement This section deals with two ancillary agreements to be developed during the Due Diligence Period. o 4.4.1 Ground Lease. The document where the Authority will lease the Project Land to Developer for an initial term of 60 years with two (2) twenty-year renewals. Rent will be a nominal amount ($1 per year). The lease will require the Project to be constructed and operated in a first-class 3 10/15/19 manner similar to Town Center, The Battery in Atlanta and the Wharf in Washington D.C. o 4.4.2 Garage Parking Agreement. An agreement to give Developer the right to use certain parking within the Project. The terms are summarized on Exhibit 7. • 4.5 Condominium Regime. This section explains how each element of the Project will be built within a separate condominium unit. This is the most efficient real estate structure for mixed-use integrated projects and is commonly used in integrated projects such as this. • 4.6 Master Plan. The Preliminary Master Plan, described in Section 3, as refined and adjusted during the Due Diligence Phase will become the Master Plan. The Master Plan will contain all the agreed on elements of the Project. Once the parties have agreed on the Master Plan and finished the other due diligence items described above, they will sign a letter signifying the end of the Due Diligence Phase and beginning of the Pre-Development Phase. • 4.7 Outside Due Diligence Date. States if the parties have not agreed to end the Due Diligence Phase by the Outside Due Diligence Date(described in 4.1 above— maximum 9 months), that either party may terminate the Development Agreement. Should a termination occur under this Section, neither party will have any further obligation to the other except for previously accrued obligations (such as for services performed but not yet paid) or indemnities (such as for damage done by Developer to the Project Land during a study or investigation). 5. Developer Services. This section defines the role of the Developer at the various stages of the agreement. • 5.1 Engagement of Developer. The Authority retains the Developer to perform all the services described in 5.2,below, in order to deliver the Project. • 5.2 Developer Services. o 5.2.1 Pre-Development Phase. This section describes the process where the Developer, in consultation with and approval of the Authority, will work with architects and other professionals to, among other things, develop plans and specifications to the point where those plans can be used to obtain bids and create guaranteed maximum price ("GMP") contracts for the various elements to be constructed. As part of this process,the Development Budgets for the Project will be developed. (a) Developer to provide the following services: (i) work with Oak View to develop preliminary operating projections for the Entertainment Venue, (ii) recommend for approval to the Authority necessary Specialists and Consultants for the Public Facilities and, once approved by the Authority, negotiate 4 10/15/19 contracts with those experts, with the Authority paying the costs of those contracts, (iii) establish design criteria for the Project, (iv) prepare preliminary drawings and specifications for the Project consistent with the Master Plan, (v) prepare Preliminary Plans and Specifications to such a level to allow GMP bids from the General Contractor for each element of the Project (note: different elements may require different levels of plan completion to obtain GMP pricing), (vi) reviewing and coordinating changes to Preliminary Plans and Specifications for the Public Facilities as request by the Authority, and(vii)prepare Development Budgets based on the GMP contracts containing total costs of the Project and the public/private breakdown of those costs. Item (viii) states that so long as an element is consistent with the Master Plan, each party only have approval rights over the cost of its own elements, and item (ix) establishes a process for interim approvals of the plans and budgets where the parties will agree that an element to be completed in this section is mutually acceptable (for example, plans based on 20% design) and will sign a Memorandum of Approval indicating the mutual acceptability of that element. (b) Pre-Development Escrow. This section obligates the Authority and Developer to jointly contribute $1.5MM each to a Pre- Development Escrow Account to fund shared pre-development costs for studies, fees, etc. as described above. These costs are to be allocated according to the Expense Allocation as agreed by the parties. (c) General Contractor Selection. During the Pre-Development Phase the parties will jointly agree on a general contractor for the entire Project. Once agreed on, the General Contractor will secure bids for pricing of all the elements of the Project based on the agreed Plans and Specifications. These bids shall be the basis for the GMP contracts for the construction of public and private elements of the Project. (d) The parties will jointly develop the condominium documents during the Pre-Development Phase. (e) This section states that the Pre-Development Phase commences at the end of the Due Diligence Period and ends at the earlier of (i) the mutual agreement of the parties on all of the actions described above (GMP contracts, Development Budgets, etc.) or (ii)the Pre-Development Phase Outside Date (to be agreed on) if either party gives notice of termination. If the Agreement is terminated, each party pays its own expenses and there is no further liability (other than accrued indemnification obligations and similar matters). 5 10/15/19 (f) States the requirement that the Developer comply with the City's DMBE-certified small business participation enhancement program. o 5.2.2 Construction Documents Phase. After the Pre-Development Phase concludes, the Agreement enters the Construction Documents Phase. In this phase, Developer coordinates with all the retained professionals and the Authority to obtain final construction drawings and specifications. The Authority approves the Plans and Specifications for the public elements to the extent they are consistent with the Development Plans (agreed on in the prior phase) and approves the Developer Improvements to the extent the plans and specifications depicts the mixed-use elements as reflected in the Master Plan and is compliant with all Approvals. The Developer also is to provide the following services during the Construction Documents Phase: (a) provide lists of furniture, fixtures, equipment and supplies needed for the Entertainment Venue for the Authority's approval, (b) work to enhance architectural compatibility for the various elements of the Project, (c) prepare a development schedule, (d) submit all final drawings and specifications (landscape, mechanical, interior design, etc.), (e) finalize agreements with the Contractors, and (f) obtain all permits. The Construction Documents Phase ends when all actions in the phase are complete, the GMP contracts have been finalized and approved, and Final Plans and Specifications are approved by the parties. The length of the Construction Documents Phase and the work to be done during such Phase will depend on what remains to be completed following the Pre- Development Phase. o 5.2.3 Construction Phase. Describes the Developer's obligations during the Construction Phase. Generally, to oversee the General Contractor and keep the Authority apprised of the status of the Project and ensure the Project is built per the approved plans. o 5.2.4 General. This section imposes on the Developer the obligation during the Construction Documents Phase and Construction Phase to keep the Authority generally informed, provide specific reports and updates about the construction. o 5.2.5 Project Representative. Appoints Ron Williams and Mike Culpepper as the parties' Project Representative for giving various approvals and consents during the process. • 5.3 Guaranteed Maximum Price Contract. The Authority will be a third-party beneficiary to the Entertainment Venue Construction Contract and each Condominium Unit Construction Contract for a public element. Those contracts cannot be amended without the Authority's approval and the GMP for all public 6 10/15/19 elements has to be approved by the Authority. The Authority is also responsible for the costs of Contractors and Specialists and Consultants associated with the Public Facilities. • 5.4 Collateral Assignment. Subject to the rights of the Construction Lender, Developer to assign its rights to Authority in all the contracts and plans necessary to construct the Project. This would allow (but not require) the Authority to step in and complete the Project should the Developer default. Developer to also obtain Continuation Agreements from the General Contractor, architect, and any A&E Professionals where those parties agree to the Authority's assumption of their contracts. • 5.5 Development Budgets. States that the Development Budgets, once approved, may only be revised with the approval of the party paying the revised costs. Also recites the Authority's agreement to pay a development fee to Developer equal to 2%of the costs of the Parking Facilities and Entertainment Venue. • 5.6 Construction of Condominium Units. Requires Developer to construct the Condominium Improvements at the same time as the Entertainment Venue. Also requires Developer to comply with the Schedule of Project Deadlines (to be agreed on as stated above). o 5.6.1 Construction Phase. Developer required to commence construction promptly after Closing and complete by the Target Completion Date. Developer also required to obtain all permits and perform all utility and site work as needed to complete construction in conformity with the Final Plans and Specifications. o 5.6.2 Authority Obligations During Construction Phase. Authority agrees to (a) request City Manager suspend seasonal limitations on construction, and (b) coordinate other CIP projects within the Project area with Developer's construction activities. o 5.6.3 Post Construction Phase. After construction is complete, Developer to provide (a) final certificates of occupancy for the Public Facilities, (b) long form release of mechanic's liens, (c) Architect's certification, (d) copies of all warranties for Public Facilities, (e) as-built plans and specifications for the Public Facilities. 6. Additional Obligations of the Authority. In addition to the actions described above, the Authority is agreeing to take the following actions. • 6.1 Approvals. Necessary approvals are not to be unreasonably withheld. There is also a statement confirming that any approval or action taken by Authority is independent from any required governmental approval. 7 10/15/19 • 6.2 Notice to Proceed. Authority to deliver Notice to Proceed at such time as all the actions required above have been completed and construction is ready to start. Developer does not have to start until Closing occurs. • 6.3 Ownership of Property; Acquisition of Additional Land; Payment of Additional Land Acquisition and Demolition Cost; Environmental Remediation. States Authority to own Entertainment Venue Parcel and Dome Properties free and clear (which they currently do). If any Supplemental Parcels are acquired, Authority to eliminate any interior lot lines. Authority to provide evidence that it has contractual right to acquire Substation Parcel, which when acquired will be added to the Project Land. o 6.3.2 Payment of Additional Land Acquisition and Demolition Cost. Authority to pay acquisition and demolition costs for acquiring Substation Parcel and any Supplemental Parcels. o 6.3.3 Environmental Remediation. Authority responsible for any environmental remediation necessary for Substation Parcel and any Supplemental Parcels. • 6.4 Utilities. During due diligence, parties to determine utility needs of Project. Any costs for improvements/changes to be included in Development Budgets and Development Plans. • 6.5 Zoning. Authority to obtain necessary zoning approvals for Entertainment Venue. During Pre-Development Phase, parties to jointly obtain zoning approvals for other elements of Project. Either party may terminate if zoning approvals are not obtained by Pre-Development Phase Outside Date. • 6.6 Permits. Authority to sign as owner on any necessary permits, utility easements, and/or certificates of occupancy to allow Developer to obtain building permits and utility services. • 6.7 Certification. After completion, Authority to provide to Developer a certification that Developer has complied with all requirements of Development Agreement with respect to completion of the Project. If Authority refuses due to Developer failure, it shall give Developer written notice of deficiencies and steps to correct same. • 6.8 Other Documentation. Authority to provide to Developer any additional information it can provide to assist Developer perform its obligations. • 6.9 Parking Garage Agreement. Parking Spaces to be made available to Developer Units as agreed in Parking Agreement. • 6.10 Performance Grant. NOTE: Section 6.10, 6.11 and Section 8 all deal with the ongoing financial obligations of the Authority to Developer and/or 8 10/15/19 the Community Development Authority ("CDA") to be created. These sections should be considered together. o 6.10.1 Commits the Authority to making a Performance Grant of up to $5MM per year for 20 years. o 6.10.2 Sources of Performance Grant to be (i) City Grant Revenues (Meals Tax Revenues, Admissions Tax Revenues and Sales Tax Revenues- all project generated, excluding the Entertainment Venue), and (ii) Non-City Grant Revenues (Knight-Wagner Revenues from Commonwealth) and Special Tax Revenues (additional real estate and admissions taxes levied at the Project, excluding the Entertainment Venue). o 6.10.3 The Performance Grant shall commence after the interest-only period of the CDA Bonds and continue, subject to appropriation by City Council, for twenty(20)years. o 6.10.4 Revenue Stabilization Account will be funded with any Knight- Wagner monies received from the sales of construction materials during the Construction Phase. This account to cover CDA establishment costs in 8.3.7, shortfalls described in 6.10.5 and debt service shortfalls as described in 8.3.8. City to receive any remaining funds in account at end of CDA Bond term. o 6.10.5 Prior to stabilization (first three years of the Performance Grant Term), if the sources of the Performance Grant are not enough to reach the full $5MM, the Revenue Stabilization Account will be used to make the payment, if that account is insufficient, the Authority and City will contribute funds from the TIP Fund sufficient to reach the $5MM (so long as extra amount contributed by the City does not exceed real estate taxes paid in the CDA District). Any such extra TIP monies to be repaid from Excess Revenues (amounts above the $5MM cap) thereafter and in years 17-20 of the Performance Grant if not repaid by Excess Revenues before. • 6.11 This describes how the City will contribute the money necessary to pay for the Parking Garages and Streetscapes to the CDA. o 6.11.1 At Closing, if the CDA has been established and the CDA Bonds have been issued, the Authority, as set forth in the Support Agreement will make the City Contribution(not to exceed$65,500,000)to the CDA. o 6.11.2 Deposit and Allocation of City Contribution. The City Contribution first goes to the Parking Construction Fund, then to the Streetscape Construction Fund to the extent CDA Bond proceeds do not cover the costs of the public improvements to be paid for by such Funds. Any remaining proceeds to go to the Project Construction Fund to contribute towards the cost of Developer's Improvements. o 6.11.3 Disbursement of Project Construction Fund. Disbursements will occur only after Developer has fully funded its equity for its construction obligations and will be prorata with Developer's construction 9 10/15/19 loan proceeds or as otherwise agreed by the parties. Disbursement will be made on the same draw process as the Developer's Construction Lender. • 6.12 Condominium Purchase Agreement. On the Closing Date, the Authority and Developer will enter into a Condominium Purchase Agreement where Authority agrees to purchase the Parking Garage Units and the Public Units. The purchase price will equal the amount of the City Contribution and be funded as set forth above. Payments towards the purchase price will be made monthly during construction based on an agreed-upon draw schedule. • 6.13 Other Agreements. This states that preliminary terms for the Parking Agreement are attached as Exhibit 7. • 6.14 Option. Grants the Developer a three-year option to add the Substation Parcel to the Ground Lease. After three years, to extend the option, the parties will negotiate an ongoing option fee. The exercise of the option is conditioned on the City and Authority approving a plan for development on the Substation Parcel. 7. Construction Addendum. The process agreed on by the parties documenting the construction process to be followed. It will be executed and attached as Exhibit 10, during the Due Diligence or Pre-Development Phase. 8. Financing and Related Matters. This section describes the creation of one or more special service districts ("SSD"), the Authority's bonds, and the creation of a community development authority("CDA") • 8.1 Special Service District. This is an additional tax within a specified area to pay for enhanced services or public improvements. o 8.1.1 States City Council may create an SSD over the Dome Property and Entertainment Venue Parcel. It may be expanded as Supplemental Parcels are added to the Project. o 8.1.2 The Authority will request a City Council review of the SSD, however the setting or adjusting of the rate remains solely within City CounciI's discretion. o 8.1.3 The SSD may need to be expanded or additional districts created at the Project and Developer agrees to support such efforts. • 8.2 Financing Bonds. The Authority may issue bonds to satisfy its obligations under the Agreement. The repayment of those bonds would be funded by the City as set forth in the Support Agreement. • 8.3 Creation of CDA; Financing of CDA Facilities; and Management of City Contribution Funding. 10 10/15/19 o 8.3.1 Petition for Creation of CDA. Authority will petition to the City Council to create the CDA. The petition includes a plan for the facilities and services to be undertaken by the CDA and the plan for providing and benefit of those services. o 8.3.2 The members of the Board of the CDA will be members of City Council. o 8.3.3 Financing of CDA Facilities and Related Costs. (a) The CDA Facilities (Parking Garages and Streetscapes) will be financed with the CDA Bonds. The CDA Bonds will be repaid with the Performance Grant. (b) The CDA Bonds will be used to pay capitalized interest during construction, to fund the $5MM debt service reserve and CDA Bond issuance costs, and to pay for the CDA Facilities (c) The Authority and City will determine the ownership of CDA Facilities (either the CDA, City or Authority). o 8.3.4 CDA District Special Assessments. This section acknowledges that the obligations of the CDA are supported by Special Assessments which could be imposed on the property in the CDA District o 8.3.5 Establishment of Special Taxes in CDA District. There will be additional real estate and admissions taxes in the CDA District to support the CDA Obligations. o 8.3.6 Assignment of Performance Grant. Developer agrees to assign its right to receive the Performance Grant (Section 6.10) to the CDA to pay debt service on the CDA Bonds. The City will allow the cap on the Performance Grant to be increased to pay CDA Administration Costs (estimated at $75k annually). The City may also allow the amount of the Performance Grant to be increased to retire the CDA Bonds early as permitted by the CDA Bond Indenture. NOTE: all the monies are project generated revenues that would otherwise be appropriated to the TIP Fund or remain with the Commonwealth. o 8.3.7 Payment of Costs Related to Establishment and Administration of CDA. The Authority or City will pay the costs to establish the CDA and be repaid from the Revenue Stabilization Fund. All ongoing costs will be paid from CDA assets, including the Performance Grant. o 8.3.8 Term of CDA Bonds; Use of CDA Bond Proceeds. (a) The CDA Bonds will be issued contemporaneously with the execution of the Ground Lease. (b) The term of the CDA Bonds will not exceed twenty-three years. There are three years of interest only (during construction) and twenty-year principal and interest. Annual debt service will not exceed $5MM and the CDA Bonds will be structured to have level debt service payments for the final 20 years. (c) Subject to the restrictions above, the CDA Bonds will be structured to maximize funds available to the CDA. (d) The CDA Bonds will be secured by the Performance Grant. Prior to stabilization, the Revenue Stabilization Fund, followed 11 10/15/19 by additional TIP funds will be used to make the payments. Thereafter, any shortfall will be made up first by the Revenue Stabilization Fund, then the Debt Service Reserve Fund. Finally, Special Assessments would be used to meet debt service. (e) Proceeds from the CDA Bonds will fund the Capitalized Interest Fund(sufficient for three years of interest only payments). (f) The Revenue Stabilization Fund will be funded from Knight- Wager revenues during construction. (g) The Debt Service Reserve Fund of $5MM will initially be funded by the CDA Bond issue and replenished via Special Assessments. (h) If the Debt Service Reserve Fund contains the minimum required amount at the end of any bond year, any Excess Revenues will be applied first to repay monies advanced by the City under 6.10.5 (Pre-Stabilization Period backstop) and then to retire CDA Bond principal if allowed by the Indenture. (i) A Parking Construction Fund and Streetscape Construction Fund will be created to pay for those assets and funded first from the CDA Bonds and then from the City Contribution. (j) The Indenture will authorize refunding bonds (refinancing) in the discretion of the CDA with the consent of the City. o 8.3.9 Project Construction Fund. The parties will create a fund to pay for Other Project Components. This fund will contain the excess City Contribution after the CDA Bond proceeds are applied to the amounts necessary to build the Parking Garages and Streetscapes. By way of example: If the Parking Garages cost the budgeted$58MM (resulting in a City Contribution of $65.5MM) and there is $40MM in CDA Bond proceeds available for assets (after establishing reserves, etc.), then the $40MM of CDA Bond proceeds and $18MM of the City Contribution would be applied to the Parking Costs, $7.5MM of the City Contribution would be applied to Streetscapes and the remaining $40MM of the City Contribution ($65.5MM - $18MM - $7.5MM) would be available for the Project Construction Fund to pay for Other Project Components. o 8.3.10 Requisitions from Parking Construction Fund, Streetscapes Construction Fund and Project Construction Fund. As detailed in Condominium Purchase Agreement(s) the Developer will make monthly requisitions from the CDA for disbursements from these funds for costs incurred. o 8.3.11 Administration and Termination of CDA. The CDA will meet as needed and shall exist at least as long as the CDA Bonds are outstanding. 9. Insurance. Sets forth the required policies and coverage levels Developer must maintain during the performance of its obligations in this Agreement. 12 10/15/19 10. Closing and Conveyance. Closing is the date when all Transaction Documents are signed, the Ground Lease and Condominium Documents are recorded, all Loan Documents are signed and delivered and the Developer closes on its Construction Loan so that the Construction Lender is obligated to fund. This section explains the mechanics and pre-requisites of closing. • 10.1. Conditions to the Developer's Obligation to Close. These are the Developer Conditions. Until all are satisfied, the Developer does not have to proceed to Closing. o 10.1.1 All Authority's representations and warranties are affirmed as true and correct. o 10.1.2 No laws, rules, ordinances have been enacted that would prevent development and use of Project as intended. o 10.1.3 Authority owns the Entertainment Venue Parcel and Dome Properties. o 10.1.4 Development Plans and Development Budgets have been approved by Developer and Authority. o 10.1.5 City has appropriated sufficient funds to pay for the Public Facilities. o 10.1.6 All governmental approvals for the Project have been granted. o 10.1.7 Developer's Financing Commitment has been obtained and accepted and all conditions to funding the loan (other than routine conditions related to construction disbursement process) have been satisfied or waived. o 10.1.8 Developer has received Leasing Commitments satisfactory to Developer. o 10.1.9 All governmental approvals related to Condominium have been obtained. o 10.1.10 Authority has performed all required covenants, obligations or requirements set forth in this Agreement. o 10.1.11 Transaction Documents have been completed and executed by Authority and Condominium Documents have been approved and executed (where necessary). o 10.1.12 Authority has delivered Notice to Proceed(Section 6.2) o 10.1.13 Developer has received the Authority Contingency Satisfaction Notice. Once all conditions satisfied or waived, Developer to deliver Developer Contingency Satisfaction Notice. • 10.2. Conditions to the Authority's Obligation to Close. These are the Authority Conditions. Until all are satisfied, the Authority does not have to proceed to Closing. 13 10/15/19 o 10.2.1 All Developer's representations and warranties are affirmed as true and correct. o 10.2.2 No laws, rules, ordinances have been enacted that would prevent development and use of Project as intended. o 10.2.3 Development Plans and Development Budgets have been approved by Developer and Authority. o 10.2.4 Developer has obtained and accepted the Developer's Financing Commitment,has executed and delivered the Loan Documents as required by the lender thereunder, and has provided to Authority appropriate evidence thereof and only such post-closing conditions to the funding of the loan are customary for similar loans shall remain unsatisfied, such as required expenditure of equity funds (which will either be contributed or contractually committed at Closing) and submission of appropriate requisitions for disbursement. o 10.2.5 Developer has furnished and Authority approved Final Plans and Specifications, schematic drawings and renderings of Project necessary for Authority to monitor the development of the Project. o 10.2.6 Authority has received and approved copies of the construction contracts for the Project and a construction schedule consistent with the Agreement. o 10.2.7 Authority received proof of insurance. o 10.2.8 All governmental approvals for the Project have been granted. o 10.2.9 All governmental approvals related to Condominium have been obtained. o 10.2.10 Developer has performed all required covenants, obligations or requirements set forth in this Agreement. o 10.2.11 Transaction Documents have been completed and executed by Developer and Condominium Documents have been approved and executed(where necessary). o 10.1.12 Authority has received the Developer Contingency Satisfaction Notice. Once all conditions satisfied or waived, Authority to deliver Authority Contingency Satisfaction Notice. • 10.3 Failure to Satisfy Conditions. If one or more of the conditions in 10.1 or 10.2 are not satisfied, the Closing can be delayed until the Outside Closing Date. If the conditions are not satisfied by that date, the party with unsatisfied conditions can elect to waive that condition and close or terminate the Agreement. • 10.4 Deliveries at Closing by Developer. o 10.4.1 Evidence that Developer is a valid corporation in good standing authorized in Virginia. o 10.4.2 Written opinion by Developer's counsel. 14 10/15/19 O 10.4.3 Resolution by Developer's board of directors authorizing the transactions contemplated by the Agreement. o 10.4.4 Assignment of Developer's rights to use the plans and specifications for the Public Facilities. 11.Assignment. Authority cannot assign its rights to any party other than the City without Developer's consent. However, Authority can transfer title to any of the Public Facilities to any government agency or authority. No other assignments by either party without the other's consent. 12. Section 12 General Representations and Warranties. • 12.1 From City/ 12.2 From Developer. This section contains inducements from one party to the other to facilitate the transaction. They include such statements as each party has the legal authority to enter into the transaction. These statements are standard in all commercial transactions. Of note is 12.2.12 where the Developer represents that as of the Closing Date it will have adequate financial resources to perform its obligations under the Transaction including the resources to cover the gap between the amount of the Construction Loan and the cost of the Developer Improvements. 13. Default and Remedies. • 13.1 The Authority's Default. The Authority is in default if: (i) it fails to materially and timely comply with any of its obligations, (ii) a representation or warranty is false, misleading or inaccurate in a material respect, or(iii)any report or other document furnished to Developer by Authority is false, misleading or inaccurate in any material respect. • 13.2 Developer Remedies. If an Authority default remains uncured for more than 30 days, Developer can (i) terminate the Agreement and seek relief at law, or (ii) sue for injunctive relief, or(iii) waive the event of default. Non-appropriation of funds by the City to Authority is not a basis for an Authority default. • 13.3 Default by Developer. Contains a standard list of acts or omissions by Developer that would be considered a default. Three of note are (i) failure of Developer to start construction by the Construction Commencement Date (ii) cessation of construction for more than 30 days (other than as caused by an Authority Delay or Force Majeure Event), (iii) failure to Complete the Improvements by the Outside Completion Date. • 13.4 Authority's Remedies. After a Developer's Event of Default, the Authority may (i) terminate the Agreement, (ii) sue for specific performance, or (iii) waive the Developer's Event of Default and continue. 15 10/15/19 • 13.5 Cure Rights. At the Closing, Authority and the Construction Lender(s)will enter into the Cure Rights Agreement, allowing the Authority to step in and cure a Developer default on the Construction Loan if the Construction Lender fails to do so. • 13.6 Remedies Cumulative. The parties have all remedies available at law in addition to those set forth in the Agreement. • 13.7 Attorney's Fees. No party is required to pay the other's attorney's fees in the event of litigation or any other occurrence. 14. Administrative Provisions. • 14.1 Applicable Law; Forum; Mediation. The documents will all be governed by Virginia law, disputes heard in Virginia Beach or the U.S. District Court in Norfolk. • 14.2 Effect of Termination. If the Agreement is terminated, the parties have no further obligations unless those obligations explicitly survive termination. • 14.3 Notices. Sets forth the address and method for delivering notices. • 14.4 Successors in Interest.Agreements binding on successors in interest. • 14.5 Modification and Waiver. Standard provision requiring waivers and modifications to be in writing and limiting the effect of a waiver of some requirements. • 14.6 Broker's Commission. Each party to pay its own brokerage commissions, if any. Other than Venture Realty, no brokers have been engaged. Developer to indemnify Authority for a breach of this section and Authority responsible for direct damages should it breach. • 14.7 Cooperation. Parties agree to cooperate with each other to obtain all agreements and approvals contemplated by this Agreement. • 14.8 Headings. The headings are for convenience and are not for interpretation in a dispute. • 14.9 Counterparts. Allows the document to be executed in counterpart (multiple signature pages)to facilitate full execution. • 14.10 Entire Agreement. States that the document, and exhibits thereto, is the entire agreement between the parties. 16 10/15/19 • 14.11 Waiver of Conditions. Any party may waive any condition which inures to its benefit. • 14.12 No Agreement to Rezone or Approve Developer's Plans. A statement of existing law that the City's agreements are as a contractual partner only and do not abrogate the City's responsibilities and obligations to approve plans, issue permits or regulate zoning under Virginia law. • 14.13 Force Majeure. All dates or deadlines to be extended by a period of Force Majeure. • 14.14 Funding. All of Authority's obligations are subject to appropriation of sufficient funds by City Council to meet those obligations. If funds are not appropriated,the Authority will not be liable for damages. • 14.15 Further Assurances. The parties will give reasonable assurances to the other if necessary for the consummation of the transaction. • 14.16 No Jury Trial. Parties waive a jury trial in disputes. • 14.17 Soveriegn Immunity. Nothing in the Agreement shall be deemed a waiver of any governmental agency's sovereign immunity. • 14.18 Third Party Beneficiary. States that the City is a third-party beneficiary to the Agreement. That City will administer the Agreement on behalf of Authority (which will not be modified without City approval) and City Manager is authorized to sign various documents memorializing progress through the various phases of development described above on behalf of Authority where necessary. • 14.19 Preliminary Master Plan Furthers a Master Development Plan. Statement to be relied on by Developer for tax purposes that the Project is consistent with the City's RASAP as incorporated into the Comprehensive Plan. That is the end of the Dome Site Development Agreement. The attachments are as follows: Appendix 1. Contains all the definitions and is crucial to understanding the Agreement. Exhibit 1. Preliminary Project Plan. Shows location of existing properties to be included in the Project and potential location of various Project elements. Also shows Potential Development Area within which Supplemental Parcels may be voluntarily acquired. Exhibit 2. Support Agreement. Agreement between City and Authority where City agrees to provide Authority with sufficient funds to satisfy its obligations under the Development Agreement. 17 10/15/19 Exhibit 3. Preliminary Project Elements. Narrative description of the elements of the Project. Exhibit 4. Schedule of Project Deadlines. Preliminary deadlines for various project milestones. Exhibit 5. Pre-Development Budget. Allocation of$3MM expense of Authority and Developer ($1.5MM each)for Pre-Development Phase activities. Exhibit 6. Ground Lease. To be drafted. Exhibit 7. Garage Parking Agreement. Outline of terms for Developer to use parking spaces on a reserved basis. Requires Developer to lease spaces for a fee approximating the cost of operations,maintenance and capital reserve for those spaces. Exhibit 8. City's DMBE-certified small business enhancement program requirements. Exhibit 9. Reserved. Exhibit 10. Construction Addendum- to be agreed on during Due Diligence or Pre-Development Phases as described in Section 7. Exhibit 11. Draft loan cure rights agreement. Gives Authority the right, but not obligation to step in after a Developer default and cure a loan default and either pay off or assume loan if the Construction Lender fails to step in and take over the Project. 18 DOME SITE DEVELOPMENT AGREEMENT By and Between ATLANTIC PARK,INC., a Virginia corporation, as Developer and CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia, as Authority 1 TABLE OF CONTENTS 1. Definitions 5 2. Support Agreement 5 3. The Project 6 4. Due Diligence, Acquisition and Development of Project Land 8 5. Developer Services 12 6. Additional Obligations of the Authority 25 7. Construction Addendum 31 8. Financing and Related Matters 32 9. Insurance 38 10. Closing and Conveyance 39 11.Assignment 44 12. General Representations and Warranties 45 13. Default; Remedies 49 14. Administrative Provisions 52 2 DOME SITE DEVELOPMENT AGREEMENT THIS DOME SITE DEVELOPMENT AGREEMENT(this"Agreement") is made as of the_day of , 2019,by and between ATLANTIC PARK, INC., a Virginia corporation (the"Developer"), and the CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia(the"Authority"), and recites and provides as follows: RECITALS: R.1. The property located between Pacific and Arctic Avenues and between 18th and 20th Streets (the"Dome Site")has been operated as a parking facility since 1994 for the interim purpose of providing additional resort area parking, but with the primary goal of reserving the Dome Site for future development opportunities to enhance the resort area and the City as a whole; R.2. In addition to the Dome Site (which the Authority previously acquired from the City),the Authority owns the block bounded by Baltic and Artic Avenues and 19th and 20th Streets,which is also available for development in conjunction with the Dome Site (collectively with the Dome Site, the"Dome Properties");the Dome Properties are shown on the Preliminary Project Plan attached as Exhibit 1 (the "Preliminary Project Plan"); R.3. The Developer and the Authority have executed and delivered that certain Exclusive Dealing Agreement, dated as of February 1, 2018 (the "Exclusive Dealing Agreement"), which provides for, among other things, for the Authority and the Developer to share in the costs of various studies related to the Developer's desire to develop the Dome Properties, as that term is defined in the Exclusive Dealing Agreement, into a mixed-use entertainment district with retail, office, residential, parking and entertainment uses; and R.4. The studies commissioned by the Authority and the Developer include i)a parking feasibility study, ii)an entertainment feasibility study, iii)a retail feasibility study and iv)an over- all economic impact analysis; and R.5. Preliminary review of the studies mutually commissioned by the Authority and the Developer conclude that the proposed development had merit and met the goals and objectives 3 established by the City of Virginia Beach and, accordingly, the Authority and the Developer wish to further pursue the proposed development by the execution and delivery of this Agreement; and R.6. The Exclusive Dealing Agreement required the Authority and the Developer to diligently negotiate a mutually satisfactory term sheet in good faith which will serve as the basis for the preparation of this Agreement; and R.7. The Developer and the Authority entered into a Dome Site Redevelopment Term Sheet dated as of December 21, 2018 (the "Term Sheet"),that addressed the proposed development of a comprehensive multi-use project(collectively, the"Project')consisting of(a) the Entertainment Venue, a state-of-the-art music and entertainment facility accommodating approximately 3,500 patrons, (b)certain Parking Facilities, (c)the Commercial Facilities, consisting of mixed-use commercial facilities including retail, experiential retail, attractions, a surf park, food and beverage facilities, and office spaces, (d)the Residential Facilities consisting of multi-family dwelling units, and(e) upgraded hardscapes and landscapes and pedestrian areas, pedestrian bridges and other features customarily found in a first-class urban mixed-use development(the "Streetscapes"). R.8. The City Council of the City of Virginia Beach (the"City")approved the Term Sheet on January 15, 2019. R.9. The Developer and the Authority have continued to refine the Parties' plans for the Project and have reached certain understandings as to the development of the Project. In particular,the Developer and the Authority, among other things,have agreed upon(a)the public/private participation in the Project; (b) general concepts for the development of the Project; (c)the acquisition of the Substation Parcel and the 18th Street Parcel as shown on the Preliminary Project Plan(together with the Supplemental Parcels, if any, ultimately acquired and included within the Project,the "Additional Land")nearby the Dome Properties to facilitate the development of the Project; (d)the acquisition of certain supplemental parcels (the "Supplemental Parcels"), located within the"Potential Development Area" shown on the Preliminary Project Plan; and (e)the plan for the public financing of certain of the Developer's activities and all of the Authority's activities as to the Project. R.10. In furtherance of such understandings as to the Project,the Developer and the Authority now wish to describe more comprehensively the plan for development of the Project; 4 the Parties' plan for the public/private partnering in connection with the development of the Project; and the Parties' undertakings and understandings regarding the Project. R.11. Accordingly,the Developer and the Authority enter into this Agreement to evidence such undertakings and understandings, and other related matters, all as hereinafter described. AGREEMENT: NOW, THEREFORE, in consideration of the promises in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Developer and the Authority hereby agree as follows: 1. Definitions. For the purposes of this Agreement, unless otherwise expressly indicated or the context otherwise requires, each capitalized term used in this Agreement, and not otherwise defined in this Agreement, shall have the meaning specified for such term in the attached Appendix 1. Additionally, the rules of usage set forth in Appendix 1 shall apply to this Agreement. The content of each exhibit, schedule, appendix or similar attachment hereto, or referenced in this Agreement as being attached hereto (or intended to be attached hereto), is hereby incorporated into this Agreement as fully as if set forth within the body of this Agreement. 2. Support Agreement. The Authority represents to the Developer that the Authority and the City have executed and delivered, concurrently with the execution and delivery of this Agreement, a support agreement in the form attached as Exhibit 2 (the "Support Agreement"), under which the City agrees to provide certain assistance to enable the Authority to fulfill its obligations under this Agreement, all as more fully set forth in the Support Agreement. The Support Agreement reflects the City's support and maximum budgeted amounts for the Authority's payment of(a)the Authority's Entertainment Venue Cost, (b)the Parking Units Purchase Price and the Public Units Purchase Price each pursuant to the Condominium Purchase Agreement, and (c) the Additional Land acquisition and demolition cost pursuant to the terms hereof. The Support Agreement also reflects the City's support for payment of the Performance Grant as set forth in Section 8 below. 5 3. The Project. 3.1. Preliminary Master Plan. The Parties have agreed on the Preliminary Project Plan and the Preliminary Project Elements described on Exhibit 3 (the "Preliminary Project Elements", and together with the Preliminary Project Plan, collectively,the "Preliminary Master Plan"),and, except as otherwise agreed by the Parties pursuant to this Agreement,the Parties intend to design, develop and construct the Project in accordance with the Preliminary Master Plan. The Parties may adjust the layout and similar matters pertaining to the Project and the details of the various components of the Project once the Supplemental Parcels have been determined and during the course of preparing the Condominium Development Plan and the Entertainment Venue Development Plan; however, any material deviation from the Preliminary Master Plan is subject to approval by the Authority as further provided under Section 5.2.1(a)(viii). The Parties acknowledge that prior plans for the Project provided for certain facilities to be developed on the Virginia Beach United Methodist Church parking lot,but that such parking lot will not be part of the Project. Accordingly, some or all of such facilities may be relocated to property within the Potential Development Area or elsewhere within the Project Land as may be mutually agreed by the Parties during the Due Diligence Phase, all as more particularly described in this Agreement. Furthermore,the Parties agree that the square footage of various components of the Project and the locations thereof may be adjusted if the Supplemental Parcels are not added to the Project Land or if the Parties are unable to acquire such Supplemental Parcels on a schedule that will allow them to be developed in the initial phase of the Project(and not in a subsequent phases of future development), but the Parties agree to preserve the mixed-use concept contemplated by the Preliminary Master Plan. 3.2. Improvements. The Developer(at its sole cost and expense)will construct the Developer Improvements in accordance with the approved Condominium Development Plan. The Developer Improvements contemplated by the Preliminary Master Plan are anticipated to have a total estimated development cost(which shall refer to the soft and hard costs customarily included and funded under a typical construction loan budget) of approximately Two Hundred Thirty Million and 00/100 Dollars($230,000,000.00). Such total estimated development costs may be adjusted based upon changes to the Preliminary Master Plan reflected in the Master Plan and approved in accordance with this Agreement, including adjustment based on the inclusion 6 (or non-inclusion)of the Supplemental Parcels. The Developer will arrange for all equity and financing necessary to develop and construct such Developer Improvements. 3.3. Construction Schedule. The Parties desire that the Project be completed in time for a grand opening of the Project on or about the "Target Completion Date"to be agreed upon by the Parties prior to the expiration of the Pre-Development Phase and set forth on the Schedule of Project Deadlines attached as Exhibit 4 to this Agreement(the "Schedule of Project Deadlines");therefore,the Parties shall undertake their respective responsibilities with respect to design and construction of the Project in good faith, using commercially reasonable efforts and on such schedule as is reasonably required to achieve such desired grand opening date. A preliminary construction schedule will be agreed upon by the Parties prior to the expiration of the Pre-Development Phase and included as part of the Schedule of Project Deadlines(as it may be subsequently amended by the Development Plans or by mutual written agreement of the Authority and the Developer,the "Construction Schedule"). This Construction Schedule is an estimate of the time required to perform the various components of the construction process and is subject to modification due to Force Majeure events and Authority Delays. The Parties will update and supplement the Schedule of Project Deadlines to include the final, agreed-upon Construction Schedule (including Target Completion Dates for various components of the Project and any phasing of the Project)as part of the Pre- Development Conclusion Letter, which will be executed prior to proceeding with the Construction Documents Phase. 3.4. Failure to Obtain Financing. If the Developer either(i) fails to provide the Authority with a detailed report summarizing the Developer's progress towards securing Developer's Financing Commitment(which report shall include letter(s) of interest from lender(s) regarding such financing) by the expiration of the Due Diligence Phase, or(ii) fails to secure Developer's Financing Commitment and deliver a certified copy of same to the Authority by the"Outside Financing Commitment Date"to be established by the Parties and set forth in a letter(the "Due Diligence Phase Completion Letter")to be executed prior to the expiration of the Due Diligence Phase, then this Agreement and any agreements referred to in Section 5.14 that have been previously executed shall immediately terminate at the option of the Authority. If the Authority elects to terminate this Agreement and all other agreements pursuant to this 7 Section 3.4, it shall so notify the Developer in writing, and neither the Authority nor the Developer shall have any further rights or responsibilities hereunder or thereunder. 4. Due Diligence, Acquisition and Development of Project Land. 4.1. Due Diligence. The Due Diligence Phase will commence on the Effective Date and expire on the date that is the earlier of(i)the date(the "Outside Due Diligence Date") that is nine (9) months after the Effective Date or(ii)the date that the Due Diligence Phase Completion Letter is executed (whereby the Parties agree to commence the Pre-Development Phase). The Parties may extend the Outside Due Diligence Date by mutual agreement. During the Due Diligence Phase,the Parties will conduct all due diligence with respect to the Project Land and the Entertainment Venue Parcel and the feasibility of developing the Project as the Parties may deem necessary or appropriate, and the Parties shall fully cooperate with each other in this regard. During the Due Diligence Phase,the Parties will address the various matters identified in this Section 4, including but not limited to the following: 4.1.1 Acquisition of Additional Land. During the Due Diligence Phase, the Parties will agree upon the Supplemental Parcels (if any)to be acquired and included within the Project Land. Under no circumstances will any property within the Potential Development Area be taken by eminent domain for purposes of inclusion in the Project Land. The Parties will mutually select the targeted parcels and agree upon the approach for placing the properties under contract. The Parties will mutually approve the terms for any such acquisition of Supplemental Parcels including the purchase price, condition of the applicable property,payment of due diligence and other acquisition costs and timing of due diligence and closing. During the Due Diligence Phase,the Authority will diligently pursue obtaining fee simple title to the Additional Land; or, in the alternative,the Authority or the Developer will diligently pursue binding contractual arrangements to acquire the Additional Land on or before the Closing Date. It is the intention of the Parties that the Additional Land be included in Project Land and leased to the Developer pursuant to the Ground Lease. If for any reason,title to the Additional Land has not vested in the Authority on or before the Closing Date,then the Parties agree to amend the Ground Lease and the Condominium Documents to include the Additional Land in the Project Land after the Closing Date when (and if)the Additional Land is acquired. 8 4.1.2 Property Inspection/Due Diligence. To the extent possible,the Parties will conduct all property due diligence (title examination, surveys, environmental site assessments, soil conditions tests and other physical inspections and similar items)relating to the properties to be acquired and the feasibility of acquisition and development of such properties during the Due Diligence Phase. The cost of such due diligence shall be paid in accordance with the Pre-Development Budget(attached as Exhibit 5 to this Agreement)or as otherwise mutually agreed by the Parties. 4.1.3 Entertainment Venue Location. The Parties agree to use all commercially reasonable efforts to agree upon the location of the Entertainment Venue and the project layout plan to be incorporated into the Master Plan within ninety(90) days after the date that City Council authorizes execution of this Agreement. 4.2. Project Land. 4.2.1 First Resubdivision Plat. During the Due Diligence Phase and, if necessary, during the Pre-Development Phase,the Authority will prepare the First Resubdivision Plat and diligently pursue approval by all appropriate Governmental Bodies and recordation thereof in the Land Records. The First Resubdivision Plat will create a portion of the Project Land and the Entertainment Venue Parcel on the Dome Properties and acknowledge the conditional street closures the Parties intend to take effect on the Closing Date. 4.2.2 Conditional Street Closures. During the Due Diligence Phase,the Authority will apply to the City Council for approval of the conditional closure of all of 19th Street between Arctic Avenue and Pacific Avenue. Such conditional street closure shall become effective upon fulfillment of the Street Closure Pre-Conditions. Upon acquiring the necessary ownership and other rights,the Authority will apply for conditional closure of the 1861 Street Parcel, and such street closure will become effective upon fulfilment of the conditions specified in any City Council resolution approving such closure. 4.2.3 Waiver of Height Restrictions. During the Due Diligence Phase and, if necessary, during the Pre-Development Phase,the Developer and the Authority will jointly pursue all necessary height restriction waivers from the United States Navy and the Federal Aviation Administration in order for the Developer to develop the Project, subject to any parameters required to obtain such waivers and approved by the Parties. 9 4.2.4 Zoning. During the Due Diligence Phase and, if necessary, during the Pre-Development Phase,the Parties will use good faith efforts to obtain from the City all Form-Based Code Compliance Reviews and Approvals necessary for the development of the Project. 4.2.5 Traffic and Parking Analysis. During the Due Diligence Phase, the Authority will obtain an independent parking and traffic analyses at its sole cost and expense relating to parking and traffic impacts of the Project upon its completion and operation at stabilization. 4.2.6 Encroachments. The Authority will apply for and diligently pursue approval by the City Council for an encroachment ordinance from the City entitling the Developer or the CDA to (a) develop (if applicable)any pedestrian bridges subject to standard City procedures and requirements, (b)cantilever the buildings of the Project into public rights of way, if applicable, subject to standard City procedures and requirements, and(c)various other encroachments, if applicable. Initially, such encroachments may be approved based upon specified general encroachment areas or"envelopes"that will be subject to final confirmation and designation of the specific areas of encroachment upon Completion of the Project as specified in the ordinance. During the Due Diligence Phase and/or Pre-Development Phase, the Parties will identify any additional required encroachments, and the Authority will apply for and diligently pursue approval by the City Council of any such additional encroachments. Upon completion by the Developer, any such pedestrian bridges shall become part of the Public Units. 4.3. Developer Due Diligence. 4.3.1 Cooperation. The Authority shall provide all feasibility, appraisal, engineering, soil, leasing, absorption, environmental and similar reports, results, assessments and similar materials that from time to time come into its possession or under its control as to the Project Land,the Entertainment Venue Parcel or the Project. The Authority has provided to the Developer copies of all such reports, results, assessments and similar materials as to the Project Land and the Entertainment Venue Parcel in its possession or under its control as of the date of this Agreement. 4.3.2 Environmental. The Authority represents and warrants to the Developer that to its knowledge, except as disclosed in the Existing Environmental Reports, no 10 Hazardous Substances are located in, on or under the Dome Properties or the Entertainment Venue Parcel. The Authority will conduct any additional environmental review and testing during the Due Diligence Phase and the cost of any required environmental remediation in, on or under the Dome Properties or the Entertainment Venue Parcel will be performed by the Authority at its sole cost and expense as expeditiously as practicable, with the goal of completing the same prior to the lapse of the Pre-Development Phase to the extent reasonably possible. 4.4. Ground Lease and Garage Parking Agreement. 4.4.1 Ground Lease. On the Closing Date, the Developer and the Authority will execute and deliver the Ground Lease (the"Ground Lease") and execute and record the Memorandum of Lease in the Land Records (with the Developer paying any recording taxes and fees). Pursuant to the Ground Lease,the Developer intends to ground lease the Project Land from the Authority for an initial term of 60 years for$1.00 per year. Thereafter the Ground Lease may be renewed by the Developer at its election for two (2)twenty-year renewal terms (each renewal term being for$1.00 per year). The Ground Lease will provide that the Project to be constructed and operated on the Project Land will be developed, operated and maintained as a high quality, first-class urban mixed-use development. Current examples of such developments as of the Effective Date are the Virginia Beach Town Center, The Battery Atlanta and The Wharf (D.C.). During the Due Diligence Phase,the Parties will prepare,negotiate and agree upon the form of the Ground Lease, and upon such agreement,the Parties will execute an addendum to this Agreement attaching the approved form of the Ground Lease as Exhibit 6. 4.4.2 Garage Parking Agreement. On the Closing Date,the Developer and the Authority will execute and deliver the Garage Parking Agreement providing the Developer with specified parking rights in the Parking Units. The general terms to be incorporated into the Garage Parking Agreement are specified on Exhibit 7 attached to this Agreement. During the Due Diligence Phase,the Parties will prepare, negotiate and agree upon the form of the Garage Parking Agreement, and upon such agreement,the Parties will execute an addendum to this Agreement replacing the attached Exhibit 7 with the approved form of the Garage Parking Agreement. 4.5. Condominium Regime. On the Closing Date,the Developer will execute and record the Condominium Documents, all as required by Applicable Law,pursuant to which 11 the Developer shall submit its leasehold interest in the Project Land to create a Condominium Regime. The Condominium Regime shall contain one or more Residential Units, one or more Parking Units, one or more Office Units, one or more Commercial Units, one or more Public Units and a Surf Park Unit. Prior to the Pre-Development Phase Outside Date,the Developer and the Authority shall have agreed upon the form and substance of the Condominium Documents, including a Condominium Purchase Agreement, wherein the Authority agrees to acquire the Parking Units and the Public Units from the Developer for the Parking Units Purchase Price and the Public Units Purchase Price, respectively, established and set forth in the Condominium Development Budget. The Condominium Documents shall provide rules of usage of the Public Units allowing the Developer, and its Affiliates and assignees, to exclusively vend goods and services to the general public from certain specified areas within the boundaries of the Public Units as mutually agreed by the Parties. 4.6. Master Plan. The Preliminary Master Plan, as modified by the Parties pursuant to this Agreement, will become the Master Plan. Upon agreement to such Master Plan and satisfactory completion of their due diligence on the Project as set forth in this Agreement, the Due Diligence Phase Completion Letter will be executed on behalf of the Parties memorializing the approved Master Plan and the Outside Financing Commitment Date and agreeing to end the Due Diligence Phase and proceed with the Pre-Development Phase. 4.7. Outside Due Diligence Date. If the Parties have not agreed to end the Due Diligence Phase and proceed with the Pre-Development Phase on or prior to the Outside Due Diligence Date specified on the Schedule of Project Deadlines,then either Party will have the right to terminate this Agreement by giving written notice to the other Party on or prior to the date the Parties agree to conclude the Due Diligence Phase and proceed with the Pre- Development Phase. In the event of such termination, the Parties shall have no further obligations under this Agreement except for any previously accrued obligations and except for any indemnification obligations relating to acts occurring prior to termination of this Agreement. 5. Developer Services. 5.1. Engagement of Developer. In addition to its other obligations in this Agreement, including the construction of the Developer Improvements, the Authority engages the Developer to perform the services described in Section 5.2, all in accordance with 12 the terms and conditions of this Agreement. In performing its duties under this Section 5,the Developer shall be an independent contractor, and nothing contained in this Agreement shall be construed to create a partnership,joint venture, or agency relationship between the Developer and the Authority. 5.2. Developer Services. The Developer shall perform the following services in connection with the construction of the Project during the term of this Agreement: 5.2.1 Pre-Development Phase. (a) During the Pre-Development Phase,the Parties may continue to conduct all such due diligence with respect to the Project Land and the Entertainment Venue Parcel and the feasibility of developing the Project as the Parties may deem necessary or appropriate, and the Parties shall fully cooperate with each other in such due diligence activities. The Developer shall work with the Authority to coordinate initial development activities and shall provide the following services: (i) Work with Oak View to prepare preliminary operating projections for the Entertainment Venue for review and approval by the Authority; (ii) (x)Recommendation to the Authority of the Specialists and Consultants for the Public Facilities, including the Architect(s), and(y) following approval of such Specialists and Consultants by the Authority, negotiation, review and evaluation of proposed contracts with Specialists and Consultants all of which shall be subject to the Authority's prior approval,but executed in the Developer's name. The Authority approves Odell Associates, Inc., Hanbury Evans Wright Vlattas& Company and W. P. Large, Inc. as the Architects. The Authority approves W. M. Jordan Company, Incorporated as the General Contractor. The Authority shall pay the costs of Specialists and Consultants retained under this Section 5 in accordance with the provisions below during the Pre-Development Phase and in accordance with the provisions of the Construction Addendum during the Construction Documents Phase and the Construction Phase; (iii) Establishment of design criteria for the Public Facilities and the Developer Improvements with the Authority and the Specialists and Consultants consistent with the Master Plan; 13 (iv) Preparation of preliminary drawings and specifications through the design development phase for the Public Facilities and Developer Improvements in accordance with the approved design criteria and the Master Plan; (v) Preparation of the Preliminary Plans and Specifications. The Preliminary Plans and Specifications shall include enough detail to make them sufficient for use in obtaining binding, guaranteed maximum price bids, subject to normal and customary qualifications, from the General Contractor for the construction of the Entertainment Venue and the Condominium Improvements, specifically including the following: (A) Design development plans with details on the quantity, quality and specifications of finish materials and systems(with full construction plans and specifications of each component of the Project completed to the level mutually agreed upon by the Parties to be sufficient to obtain proper pricing for the applicable component of the Project); and (B) interior design plans for the Entertainment Venue with details on quantity, quality and specifications of finish materials and systems for all furniture, fixtures and equipment, all owner supplies and equipment, and all technology systems. (vi) Reviewing, commenting on and coordinating changes in such Preliminary Plans and Specifications that are requested by the Authority with respect to the Public Facilities. (The Preliminary Plans and Specifications, as finally approved during the Pre-Development Phase by the Developer and the Authority will form a part of the Development Plans); and (vii) Preparation of the Development Budgets for the Project in consultation with the Authority. The proposed development budgets shall include a development budget for the Condominium Improvements broken down between the Developer Improvements and the Public Improvements (the "Condominium Development Budget") and a development budget for the Entertainment Venue (the"Entertainment Venue Development Budget") and shall, among other things, be based upon the guaranteed maximum price construction contracts to be entered into during the Pre-Development Phase. Such proposed development budgets shall include all costs and expenses that this Agreement stipulates will be 14 included as costs of the Authority,providing a separate breakdown of such costs for the Pre- Development Phase, the Construction Documents Phase, and the Construction Phase. The Condominium Development Budget shall include the Public Units Purchase Price and the Parking Units Purchase Price. Upon approval of the proposed development budgets by the Developer and the Authority, such proposed development budgets shall become the Development Budgets; and (viii) The Parties acknowledge that the Development Plans and the Development Budgets will include components of both the Developer Improvements and the Public Facilities.The Parties therefore agree that, notwithstanding any provision to the contrary, each Party's approval of costs within the Developments Budgets shall be limited to approval of the cost to be paid by such Party and that, with respect to design,plans and specifications approvals, each Party's approval over the improvements to be paid for by the other Party shall be limited to approvals for consistency with the Master Plan and any proposed changes to the Master Plan. (ix) On one of or more occasions during the Pre- Development Phase as mutually agreed by the Parties,the Parties will execute a"Memorandum of Approval" memorializing their agreement with respect to progress made to date regarding the Development Plans (including the Preliminary Plans and Specifications and Development Budgets) and any agreed upon changes to the Master Plan and other matters as may be mutually approved by the Parties during the Pre-Development Phase, all with the purpose of memorializing progress and reaching agreement on matters to be achieved in the Pre- Development Phase and eliminating grounds for possible termination pursuant to Section 5.2.1(e) below. In the event the Parties execute more than one Memorandum of Approval,the latest Memorandum of Approval shall supersede all prior Memoranda of Approval in the event of any conflicts. The Parties will approve subsequent iterations of the Development Plans (including the Preliminary Plans and Specifications and Development Budgets)to the extent they are consistent with any executed Memoranda of Approval. The Parties acknowledge and agree that any Memorandum of Approval will only be for the purposes of memorializing progress in the development process contemplated by this Agreement and is not intended to be, nor will it be construed as, a modification of this Agreement. 15 (b) During the Pre-Development Phase,the Authority and the Developer shall make their respective contributions to the Pre-Development Contribution Escrow, which shall be applied,towards all expenses incurred by the Authority and the Developer during the Pre-Development Phase, excluding legal expenses incurred by the Developer to establish its internal joint venture and any legal expenses relating to any disputes between the Parties, all in accordance with the Pre-Development Budget. Expenses to be paid out of the Pre-Development Contribution Escrow shall include fees and expenses incurred for(i) Specialists and Consultants, (ii) any independent consultants hired by the Authority in connection with the Project, and(iii)reports and studies relating to the Project. Except as otherwise set forth in the Pre-Development Budget, costs and expenses incurred during the Pre- Development Phase will be allocated between the Parties in accordance with the Expense Allocation; however, fees relating to any evaluation of the design and market strategy of the Entertainment Venue requested by the Authority (if any)will be paid by the Authority. (c) Following the preparation of the Preliminary Plans and Specifications,the Developer shall cause the General Contractor to use them as the basis for obtaining bids (with respect to construction of the Project)and cost estimates (with respect to furniture, fixtures and equipment and other components of the Project), on a cost of materials plus general conditions,plus overhead and profit with guaranteed maximum price basis from sub-contractors in the major trades(agreed upon by the Developer and the Authority) for the construction and equipping of the Project. Such bids (and any subcontract entered pursuant thereto) shall cover all work reasonably inferable from the Preliminary Plans and Specifications and shall be subject to qualification only for the unforeseen conditions and similar circumstances contemplated by the standard AIA form construction contract.No less than three (3)bids shall be obtained by the General Contractor for the work to be performed by such major trades using a bid list of subcontractors for each trade mutually approved by the Developer and the Authority. A performance/completion bond satisfactory to the Authority shall be required with respect to the construction of all Public Facilities. The Developer shall work with the Authority and the General Contractor, as well as the Specialists and Consultants (including the Architect)and other consultants to value engineer the Public Facilities and the Developer Improvements and to refine the Project design and cost to the extent reasonably practical, with the goal of arriving at final guaranteed maximum prices (utilizing the Entertainment Venue Construction Contract and the 16 Condominium Units Construction Contract)with the General Contractor that are satisfactory to the Developer and the Authority (as applicable)and able to be financed by the Developer on a reasonably acceptable basis with respect to the Developer Improvements. The guaranteed maximum prices agreed to with the General Contractor, as modified by the refinement process described above, shall be incorporated into the Development Budgets and included in the Entertainment Venue Construction Contract and the Condominium Units Construction Contract, respectively, to be entered into by the Developer with the General Contractor prior to the expiration of the Pre-Development Phase. (d) During the Pre-Development Phase,the Parties shall jointly develop the Condominium Documents or such alternative documentation required to create any alternative ownership/conveyance structure agreed to by the Parties. Except as may otherwise be agreed to with respect to residential condominiums, it is understood and agreed by the Parties that the Condominium Documents or such alternative structure as may be agreed upon will provide that the Authority will retain ownership of the Project Land and that ownership of all Improvements, will revert to the Authority (or then-current owner of the Project Land) at the expiration of the Ground Lease. (e) The Pre-Development Phase shall commence on the expiration of the Due Diligence Phase and shall continue until the earlier to occur of: (i) (A)final agreement among the Authority and the Developer in accordance with this Agreement on (u)the Construction Schedule and the Outside Closing Date to be incorporated into the Schedule of Project Deadlines, (v)the Preliminary Plans and Specifications, (w)the final guaranteed maximum prices for the construction of the Entertainment Venue and the construction of the Condominium Improvements (x)the Development Plans, (y)the Development Budgets and (z) the Other Agreements; (B)execution of the Entertainment Venue Construction Contract by the Developer and the selected General Contractor; and (C)execution of the Condominium Units Construction Contract by the Developer and the selected General Contractor; or(ii)termination by either(A)the Authority or(B)the Developer(such Party electing to terminate being referred to as the "Terminating Party"), which may be exercised by such Terminating Party giving written notice to the other Party at any time after the Pre-Development Phase Outside Date and prior to the date a letter(the"Pre-Development Conclusion Letter") is executed on behalf of the Parties memorializing their final agreement on the Construction Schedule and Outside 17 Closing Date,the Development Plans, the Development Budgets,the Entertainment Venue Construction Contract,the Condominium Units Construction Contract and the Other Agreements in accordance with this Agreement. If either party terminates this Agreement pursuant to the first paragraph of this Section 5.2.1(e)above, (i) any remaining portion of the Pre-Development Contribution made by each Party shall first be used to pay any outstanding expenses incurred to date payable by such Party, with the balance of each Party's Pre-Development Contribution (if any)being paid to such Party; (ii)neither party shall incur any further Pre-Development Phase expenses; (iii)the Developer shall provide the Authority with copies of(and transfer to the Authority all transferable rights in) all reports, studies,plans, specifications and other documentation prepared or obtained in connection with the Entertainment Venue and other Public Facilities prior to such termination; and (iv)the Parties shall have no further obligations under this Agreement except for the foregoing and except for any indemnification obligations relating to acts occurring prior to termination of this Agreement. (f) The Developer shall comply with the requirements of Exhibit 8 attached hereto, setting forth requirements for DMBE-certified small business participation efforts that shall be undertaken in connection with the Project. The Developer shall be responsible for collecting and submitting to the Authority the Subcontractor Participation Plan and required documentation as described in Exhibit 8. In addition,the Developer acknowledges the City Council's 12%minority contracting goal. In furtherance of that goal and in order to assist the City with its minority contracting reporting requirements, the Developer shall also provide the Authority with the identity of its General Contractor and indicate whether the General Contractor is a minority-owned company. In addition to the foregoing,the Developer shall require its General Contractor to conduct an information session to highlight subcontracting opportunities. The Authority shall promote this information session by informing the City's Minority Business Council when utilizing the City's existing notification system of Small, Woman-owned, Minority-owned and Service Disabled Veteran-owned businesses. 5.2.2 Construction Documents Phase. Following the end of the Pre-Development Phase, unless this Agreement has been terminated,the Developer shall 18 coordinate with the Authority and with the Specialists and Consultants to obtain final construction drawings and specifications for the Project (the "Final Plans and Specifications") consistent with the Development Plans,which shall be approved by the Parties as follows: (i) as they pertain to the Entertainment Venue and the Parking Facilities,to the extent they are consistent with the Development Plans, and(ii)as they pertain to the Developer Improvements, to the extent that such plans depict a mixed-use development with the same use categories and general mix, quality and balance of uses depicted in the Master Plan and remain compliant with all applicable Approvals. During the Construction Documents Phase the Developer shall provide the following services: (a) Providing lists of, and detailed specifications for, furnishings, fixtures, equipment, operating supplies, fixed asset supplies and the like for the Entertainment Venue that meet with the Authority's approval; (b) Working with the Authority and Specialists and Consultants to enhance the architectural compatibility of the various elements of the Project; (c) Preparation of a development schedule for the Project reasonably acceptable to the Authority; (d) Timely submission to the Authority, for its approval, of final drawings and specifications for the Project, including landscaping plans, mechanical and electrical drawings,architectural appearance, interior design schemes and specialized area plans; (e) Finalizing agreements with the Contractors (other than the General Contractor) in the Developer's name; which Contractors shall be paid in accordance with the Construction Addendum; and (f) Obtaining or causing to be obtained on behalf of the Authority, all building, development, and other permits necessary to commence construction of the Entertainment Venue and Public Improvements. The Construction Documents Phase shall have been completed when all requirements in Section 5.2.2 have been satisfied, the Final Plans and Specifications for the Project have been finally approved by the Developer and the Authority and contracts for the Project(other than the 19 two or more guaranteed maximum price contracts with the General Contractor, which will be entered into in the Pre-Development Phase)have been approved by the Authority and are ready for execution by the Developer. After mutual approval of the Final Plans and Specifications,no changes may be made thereto with respect to the components included within the Master Plan (as modified by the Parties' mutual approval of the Final Plans and Specifications)without the prior written consent of both Parties. 5.2.3 Construction Phase. Once construction of the Public Facilities commences,the Developer shall serve as the project executive and shall provide the following services: (a) Making periodic visits to the job site to review the work and progress of construction with the General Contractor,the Contractors and Specialists and Consultants; (b) Consulting with the Authority regarding proposed changes and modifications to the Final Plans and Specifications of the Public Facilities and coordinating issuance of change orders if and when changes are approved by the Authority; (c) Responding to any questions from the Authority regarding the work or progress of construction,construction methods,scheduling, and the like; (d) Coordinating the turnover of portions of the Entertainment Venue, as and when the same are completed, to the Authority and the Entertainment Venue Operator; (e) Coordinating efforts by all appropriate parties to complete the Public Facilities in accordance with the Final Plans and Specifications, as the same may be amended from time to time, such efforts to include coordinating and assisting with all third-party inspections, installations and close-out of work, including the scheduling of inspections and the preparation of punch-lists; and (f) Obtaining or causing the Architect or the selected General Contractor(s)to obtain, on behalf of the Authority, a permanent certificate of occupancy (or other appropriate and necessary governmental permission to occupy)with respect to the Public Facilities. 20 5.2.4 General. During all phases of development of the Public Facilities (commencing upon the beginning of the Construction Documents Phase),the Developer shall do the following: (a) Provide the Authority with bi-weekly(once per two weeks) oral progress reports appropriate to keep the Authority fully apprised of the progress of development,and provide the Authority with monthly written progress reports that reflect all costs paid under the Development Budgets for the Public Facilities during the preceding month and which also reflect a comparison of aggregate costs paid for budgeted items through the end of the preceding month with total budgeted costs for such items; (b) Prepare and submit to the Authority supplements and refinements to the Development Budgets for the Authority's approval as development of the Public Facilities moves through its various phases to completion; (c) Notify the Authority promptly of any actual or anticipated increase in a budgeted category within the Development Budgets of which the Developer becomes aware; (d) Notify the Authority promptly of any actual or anticipated change or delay in the development schedule of which the Developer becomes aware; (e) Supervise the timely and efficient performance of the General Contractor(s), Contractors, Specialists and Consultants under their respective contracts with the Developer to prompt all work being performed to be performed in a professional and workmanlike manner; and (f) Provide that all design and construction criteria that are specifically required by the Entertainment Venue Development Plan are correctly integrated into the design and construction of the Entertainment Venue, and that any on-site inspections and approvals specifically required thereby are arranged and carried out on a timely basis. 5.2.5 Project Representative. The Developer and the Authority shall each designate its "Project Representative"to act on its behalf under this Agreement. Each Party shall have the right to rely upon the written decisions, consents and/or approvals of the other Party's Project Representative. In addition,the Authority's Project Representative shall 21 receive the Developer's submissions and disseminate the same as appropriate. In no event shall the Authority's Project Representative have the authority to bind the Authority to any modifications to this Agreement or any other Transaction Agreement. The Authority appoints Ron Williams, Deputy City Manager, as its Project Representative (the "Authority's Project Representative"). The Developer appoints Mike Culpepper as its Project Representative (the "Developer's Project Representative"). The Authority or the Developer by notice given pursuant to Section 14.3 may change their respective Project Representative. 5.3. Guaranteed Maximum Price Contract. The Entertainment Venue Construction Contract shall name the Authority as a third-party beneficiary pursuant to language approved by the Authority and shall provide that such contract may not be amended without the approval of the Authority. The guaranteed maximum price thereunder must be approved in writing by the Authority. The Condominium Unit Construction Contract shall name the Authority as a third-party beneficiary with respect to any Public Improvements to be constructed thereunder pursuant to language approved by the Authority and shall provide that such contract may not be amended without the approval of the Authority. The guaranteed maximum price for any Public Improvements to be constructed thereunder must be approved in writing by the Authority. The Authority shall pay the costs of Contractors and Specialists and Consultants retained pursuant to this Section 5 with respect to the Public Facilities in accordance with the provisions of the Construction Addendum, except as provided in Section 5.2.1(b)with respect to the Pre-Development Phase. 5.4. Collateral Assignment. Subject to the rights of the Construction Lender,the Developer shall assign to the Authority the Developer's interest and rights in the Final Plans and Specifications,the Construction Contracts,the A& E Contracts and the Approvals so as to enable the Authority, if it should elect,to complete the Improvements upon the occurrence of a default under the Construction Loan and/or this Agreement pursuant to a collateral assignment(the"Collateral Assignment") in form and substance reasonably satisfactory to the Authority. The Developer will also deliver each Continuation Agreement to the Authority,which will also be subject to the rights of the Construction Lender. The Developer will deliver the Collateral Assignment and each Continuation Agreement to the Authority no later than the Closing Date. 22 5.5. Development Budgets. All line item expenditures in the Development Budgets may be revised only with the approval of the Party responsible for paying such line item. However,the Authority has agreed to pay the Developer a fee (the "Parking Facilities Development Fee") in an amount equal to two percent(2%) of the total cost (including soft and hard costs)of the Parking Facilities as well as a development fee (the "Entertainment Venue Development Fee") equal to two percent(2%)of the total cost (including soft and hard costs)of the Entertainment Venue, and such fees may not be revised without the prior approval of the Developer. The Parking Facilities Development Fee and the Entertainment Venue Development Fee will be specified as separate line items in the Development Budgets. 5.6. Construction of the Condominium Units. The Developer shall construct the Condominium Improvements simultaneously with the Entertainment Venue and in accordance with the agreed upon Schedule of Project Deadlines (which may include deadlines for completing specific components and/or phases of the Project). Unless otherwise approved by the Authority in writing, the Condominium Improvements shall be constructed in accordance with the Condominium Development Plan approved by the Parties in the Pre-Development Phase. 5.6.1 Construction Phase. The Developer will commence construction of the Project promptly after the Closing and will expeditiously pursue completion of construction with a completion date not later than the Target Completion Date, subject to Force Majeure events and to Authority Delay. During construction,the Developer agrees to the following conditions and instructions: (a) The Developer shall demolish, grade, complete underground plumbing and electrical work, pour the slabs and complete similar preliminary site work performed on the Entertainment Venue Parcel and the Project Land in accordance with the construction schedule set forth in the Entertainment Venue Construction Contract or the Condominium Units Construction Contract, as applicable. (b) To construct the Project substantially in conformance with the Final Plans and Specifications previously approved by the Authority, and in accordance with all applicable building codes and regulations; 23 (c) To cause all electric and telephone utility lines and equipment for the Project located on the Project Land to be placed under ground; and (d) To apply for the balance of the building permits, utility permits, utility easements and certificates of occupancy as well as all licenses and permits required for the operation of the Project. 5.6.2 Authority Obligations During Construction. During construction,the Authority agrees to the following conditions and instructions: (a) The Authority shall request that the City Manager suspend any seasonal limitations on construction activities on the Project Land; and (b) The Authority shall coordinate performance of all additional capital improvement and construction projects within the vicinity of the Project with the Developer's construction activities. 5.6.3 Post Construction Phase. Upon completion of construction of the Project in accordance with this Agreement,the Developer shall provide the Authority with the following: (a) A copy of the final certificate of occupancy for the Public Facilities from the appropriate officials of the City; (b) A long form release of mechanic's liens (unless the title insurance company waives the long form requirement) executed by the General Contractor(s) and any other persons providing labor and/or materials to the Developer in and about the construction of the Project specified in the Construction Addendum or a letter from a title insurance company doing business in the City and reasonably acceptable to the Authority stating that it will issue a title policy to the Developer and the Authority without excepting filed and unfiled mechanic's liens from coverage under the policy, whichever alternative the Developer may elect; (c) A certification from the Architect that the Developer Improvements and the Public Facilities have been substantially completed in accordance with the Final Plans and Specifications; 24 (d) Copies of all warranties relating to the Public Facilities in the possession or control of the Developer; and (e) As-built plans and specifications for Public Facilities. 6. Additional Obligations of the Authority. 6.1. Approvals. Whenever a matter requires the approval of a Party under this Agreement, such approval shall not be unreasonably withheld, conditioned or delayed, and the Parties shall work closely together, in a reasonable manner, and in good faith to achieve the high- quality Project contemplated by this Agreement. Any approvals by the Authority as provided under this Agreement are in the capacity as a party to this Agreement only and shall be independent of any permitting and other municipal approvals that must be obtained from the City in its capacity as a municipality. Furthermore, any consent or approval standards, response times or other terms or requirements relating to approvals or consents apply to those provided for under this Agreement only(and are not applicable to municipal approvals or consents). 6.2. Notice to Proceed. At such time as the Authority and the Developer shall have approved the Development Plans and the Development Budgets and the Developer shall have fulfilled all of the Developer Conditions in all material respects and obtained all necessary permits for the construction of the Project,the Authority shall give the Developer written Notice to Proceed with the construction of the Project, but the Developer shall have no obligation to commence construction of the Project until the Closing occurs pursuant to Section 10. 6.3. Ownership of Property;Acquisition of Additional Land; Payment of Additional Land Acquisition and Demolition Cost; Environmental Remediation. 6.3.1 Ownership of Property; Acquisition of Additional Land. The Authority shall own the Entertainment Venue Parcel and the Dome Properties in fee simple free and clear of all liens and encumbrances (except as otherwise permitted herein). Prior to Closing, if the Parties are adding Supplemental Parcels to the Project pursuant to the Master Plan, the Authority shall cause any interior lot lines of the Supplemental Parcels to be vacated pursuant to the Second Resubdivision Plat and shall have obtained marketable, fee simple title to the Supplemental Parcels prior to the Closing Date. On the Closing Date, the Authority shall provide 25 evidence reasonably satisfactory to the Developer that the Authority has the contractual right to acquire the Substation Parcel from the current owner. Upon consummation of the acquisition of the Substation Parcel,the Substation Parcel may be added to the Project Land in accordance with Section 6.15 below. 6.3.2 Payment of Additional Land Acquisition and Demolition Cost. The Authority shall pay all costs to acquire the Substation Parcel, and(if the Parties are adding Supplemental Parcels to the Project pursuant to the Master Plan)all ordinary and necessary costs to acquire the Supplemental Parcels and to demolish all existing improvements located thereon in accordance with the Project schedule included within the Development Plans. However,the improvements located on the Substation Parcel will be demolished and removed in accordance with the agreement between the Authority and the current owner of the Substation Parcel. 6.3.3 Environmental Remediation. If the Parties are adding Supplemental Parcels to the Project pursuant to the Master Plan, and if conditions on any Supplemental Parcel warrant,the Authority shall undertake at its sole cost and expense all environmental remediation necessary on such Supplemental Parcel to obtain a no further action letter and a bona fide purchaser letter from the Virginia Department of Environmental Quality prior to the Closing Date or as soon thereafter as feasible. 6.4. Utilities. During the Due Diligence Phase,the Parties will investigate the availability and adequacy of all utilities for the Project, and any additional work regarding utilities (including off-site work)will be included in the Development Plans and Development Budgets as mutually agreed by the Parties. 6.5. Zoning. During the Due Diligence Phase, and, if necessary, during the Pre-Development Phase,the Authority will use good faith efforts to obtain any necessary zoning approvals to allow use of the Entertainment Venue Parcel as a state-of-the-art music and entertainment facility accommodating at least 3,500 patrons. In addition, during the Due Diligence Phase, and, if necessary, during the Pre-Development Phase,the Parties will use good faith efforts to obtain all necessary zoning approvals to allow use of the Project Land as parking facilities for the number of vehicles specified in the Master Plan; mixed-use commercial facilities including retail, experiential retail, attractions, a surf park, food and beverage facilities, and office spaces; multi-family dwelling units; and upgraded hardscapes and landscapes and 26 pedestrian areas, pedestrian bridges and other features customarily found in a first-class urban mixed-use development to permit development of the Project, generally in accordance with the Development Plans. If the applicable approvals have not been obtained prior to the Pre- Development Phase Outside Date,then either Party may terminate this Agreement in accordance with Section 5.2.1(e) at any time prior execution of the Pre-Development Conclusion Letter. 6.6. Permits. The Authority shall execute as owner, as may be required, all building permit applications,plans of development, utility permit applications, utility easements, request for certificates of occupancy and such other documents as may reasonably be required for the Developer to obtain building permits and necessary utility service in and about the construction of the Project; provided,the Developer agrees to indemnify and save the Authority harmless from any liabilities arising for incorrect information therein, unless such information was provided by the Authority. 6.7. Certification. Promptly after the Project is Completed and certificates of occupancy have been issued,the Authority will furnish the Developer an appropriate instrument certifying that the Developer has complied in all material respects with the provisions hereof relating to the construction of the Project. If the Authority shall, for cause, refuse or fail to provide such certification,the Authority shall,within ten days after written request by the Developer,provide the Developer with a written statement indicating in reasonably adequate detail how the Developer has failed to complete the construction of the Project in substantial conformity with this Agreement, or is otherwise in default, and what measures or acts will be reasonably necessary in the reasonable opinion of the Authority, for the Developer to take or perform in order to obtain certification. 6.8. Other Documentation. The Authority will promptly provide to the Developer any other information or documentation, reasonably requested by the Developer,that the Authority is permitted by its rules and regulations to provide,provided such information will reasonably assist the Developer in the performance of any of the Developer's duties and obligations under this Agreement. 6.9. Garage Parking Agreement. Parking spaces shall be made available to the Developer Units pursuant to a Garage Parking Agreement between the Authority and the Developer. 27 6.10. Performance Grant. 6.10.1 Performance Grant Amount. The Authority, in coordination with the City and subject to annual appropriation of the amounts described in Section 6.10.2, shall award an annual performance grant to the Developer in an amount up to, but not to exceed, $5,000,000 per year for a term of up to twenty years (the"Performance Grant"). 6.10.2 Sources of Performance Grant Funding. Subject to annual appropriation by the City Council of the applicable funds,the Performance Grant shall be payable from the City Grant Revenues(including any Equivalency Amount, if applicable) and the Non-City Grant Revenues received by the City and/or the Authority. 6.10.3 Term of Performance Grant Payments. Subject to annual appropriation of such amounts by the City Council, the Performance Grant shall be payable in quarterly installments in arrears over a term of up to twenty years (the "Grant Term"). The Grant Term shall commence on the first day of the first month following the expiration of the interest-only period under the CDA Bonds and conclude on the twentieth anniversary such commencement date or the date the CDA Bonds are retired,whichever is sooner. 6.10.4 Funding of Revenue Stabilization Fund. The Authority, in coordination with the City and subject to appropriation by the City Council, shall deposit all Knight-Wagner Revenues attributable to sales during the Construction Phase to the Sports or Entertainment Project Financing Fund as provided in §§15.2-5932 and 15.2-5933 of the Virginia Code. Pursuant to the assignment of Performance Grant Revenues described in Section 8.3.6, the parties intend that Knight-Wagner Revenues attributable to sales during the Construction Phase shall be transferred to the Revenue Stabilization Fund held by the CDA Bond Trustee for those purposes set forth in Sections 6.10.5, 8.3.7 and 8.3.8 or as otherwise provided in this Agreement. The Knight-Wagner Revenues used to fund the Revenue Stabilization Fund shall not constitute part of the Performance Grant and shall be in addition to any Performance Grant Payments made during the Grant Term; provided, however, that any amounts remaining in the Revenue Stabilization Fund upon retirement of the CDA Bonds shall be returned to the City. 6.10.5 Pre-Stabilization Advance of Performance Grant Revenues. If at any time during the Pre-Stabilization Period the Performance Grant Revenues are insufficient to pay the debt service on the CDA Bonds, the Indenture will require the CDA Trustee to advance 28 such additional funds from the Revenue Stabilization Fund as may be necessary to cover such shortfall. If the amount on deposit in the Revenue Stabilization Fund is insufficient to pay the debt service on the CDA Bonds during the Pre-Stabilization Period,the Authority, in coordination with the City, shall advance to the CDA on behalf of the Developer, such additional funds(all such advanced funds being referred to as "Pre-Stabilization Advances")from the TIP Fund as are necessary to satisfy such deficiency without collecting any installments of the Special Assessments; provided that(a)the making of such Pre-Stabilization Advances is contingent on the appropriation by the City Council of such moneys to the TIP Fund for such purpose and(b)the amount of such Pre-Stabilization Advances in any bond year shall not exceed the amount of real property taxes collected within the CDA District(excluding the Special Property Tax Revenues and any Special Service District Levy)during such bond year. Any and all Pre-Stabilization Advances shall be repaid to the Authority from any Excess Revenues collected during the Grant Term and available for such purpose pursuant to Section 8.3.8(h) before any Excess Revenues may be applied to prepay the CDA Bonds. In the event that any Pre-Stabilization Advances remain outstanding at the end of the seventeenth(17th)year of the Grant Term,they will be repaid from Performance Grant Revenues during the final three years of the Grant Term, and the Authority, in its sole discretion, shall determine the amount of Performance Grant Revenues to be withheld from the Performance Grant Payments in each of the final three years of the Grant Term but in no event more than the unreimbursed portion of the Pre-Stabilization Advances. 6.11. City Contribution. 6.11.1 Amount of City Contribution. The Authority, in coordination with the City and subject to appropriation by the City Council of sufficient amounts for such purpose, will make the City Contribution. The City Contribution shall be made at the time of the satisfaction of all of the following conditions: (a)the occurrence of the Closing,and (b)the creation of the CDA, and (c)the issuance of the CDA Bonds as contemplated by Section 8.3.8(b) and(c). The Authority and the City will fund the City Contribution at the direction of the City Council. 6.11.2 Deposit and Application of City Contribution. The City Contribution will be deposited as follows: (a) first,to the Parking Construction Fund to be used 29 to fund construction of the Parking Facilities if CDA Bond Construction Proceeds are insufficient to complete the construction of the Parking Facilities; (b) second,to the Streetscape Construction Fund to be used to pay for the agreed upon Streetscapes to be owned by the Authority if CDA Bond Construction Proceeds remaining after full funding of the Parking Construction Fund under the foregoing item(a)are insufficient to complete the construction of such Authority-owned Streetscapes; and (c)with respect to any remaining portion of the City Contribution,to the Project Construction Fund for the benefit of the Developer to pay costs of the Other Project Components. Amounts in the Project Construction Fund may be spent simultaneously with amounts in the Parking Garage Construction Fund and the Streetscape Construction Fund. 6.11.3 Disbursement of Project Construction Fund. Disbursements from the Project Construction Fund will occur only after full funding of the Developer's equity for the applicable portion of the Project and will either occur prior to or on a pro-rata basis with disbursements of the Construction Loan as determined by the Authority in advance of closing of the Construction Loan . Disbursements from the Project Construction Fund will be made pursuant to the same draw process used by Developer's Construction Lender. 6.12. Condominium Purchase Agreement. The Authority and the Developer, on the Closing Date, shall execute and deliver a Condominium Purchase Agreement,wherein (a)the Authority agrees to purchase the Parking Units from the Developer for the Parking Units Purchase Price, and (b)the Authority agrees to purchase the Public Units from the Developer for the Public Units Purchase Price. The Public Units Purchase Price shall be paid by the Authority to the Developer upon Completion. The parties anticipate that the Parking Units will be constructed, simultaneously with the Developer Units,by the General Contractor pursuant to the Condominium Units Construction Contract. The Condominium Purchase Agreement shall contain provisions stipulating that payment of the Parking Units Purchase Price shall be made in monthly installments based upon a schedule of values to be approved by the Authority and included in the Condominium Units Construction Contract. The Authority agrees to pay monthly to the Developer or the General Contractor(as the Authority may elect) costs allocable to construction of the Parking Facilities as reflected in each applicable monthly G702A Request for Payment submitted to the Developer by the General Contractor and approved by the Architect in accordance with the Condominium Units Construction Contract. 30 6.13. Other Agreements. Preliminary drafts of or general terms relating to the following agreements (the "Other Agreements") are attached as the following exhibits to this Agreement: Exhibit 7—Garage Parking Agreement The Other Agreements will be negotiated and finalized by the Parties prior to the completion of the Pre-Development Phase and will be executed by the applicable Parties at Closing(subject to any final modifications mutually agreed to by the Parties to reflect the final transaction). 6.14. Option. For a period of three (3) years after the applicable Availability Date (the"Option Period"),the Developer will have the exclusive option to elect to add the Substation Parcel to the Ground Lease and Project in accordance with this Section 6.15. The Parties may mutually agree to extend the Option Period for up to three (3) additional years (which extension may be conditioned upon payment by the Developer of a"carrying cost"option fee to be negotiated). Upon acquisition of such the Substation Parcel and the removal of any improvements and completion of any environmental remediation required to permit development, the Authority will notify the Developer of the date that the Substation Parcel will be available for development(the"Availability Date"). At any time during the Option Period, the Developer may notify the Authority of its desire to add the Substation Parcel to the Project, and upon the Developer presenting a plan for development of the Substation Parcel acceptable to the City Council and the Authority (as evidenced by an amendment to this Agreement executed within the Option Period),the Substation Parcel shall be added to the premises leased under the Ground Lease and incorporated into the Project in consideration of additional rent of$100.00. 7. Construction Addendum. With respect to the development of the Project,the Authority and the Developer shall follow the construction process set forth in a Construction Addendum to be negotiated and agreed upon during the Due Diligence Phase and/or the Pre- Development Phase. Upon reaching mutual agreement as to the form and content of the Construction Addendum,the parties will execute an amendment hereto substituting such approved Construction Addendum as Exhibit 10. 31 8. Financing and Related Matters. 8.1. Special Service District. 8.1.1 Special Service District Creation. The City Council may, in its legislative discretion, adopt an ordinance providing for a Special Service District Levy to be imposed within a Special Service District. The Special Service District area includes all of the Dome Property and the Entertainment Venue Parcel. As any Additional Land is added to the Project Land, such Additional Land will likewise be added to the Special Service District area. The Developer consents to all of the Project Land and the Entertainment Venue Parcel being included within the Special Service District. 8.1.2 Special Service District Adjustments. The Authority shall request that the City review the tax rate for the Special Service District as required by Applicable Law, but at least as frequently as every third year. To the extent that the annual Special Service District Revenues deviate from the aggregate annual amount needed to satisfy in full all of the annual obligations of the City or Authority as to the Project(taking into consideration the need to fund reasonable reserves),the Authority, at any time and from time to time, will be entitled to request that the City adjust appropriately the tax rate applicable to the Special Service District to fund those expenses of the Special Service District that are to be supported by the Special Service District Levy. The Authority will request the City staff to present the cost data to be considered in connection with calculating its recommendation as to the adjustment to the Developer. The Developer consents to any such requests by the Authority and acknowledges that the City in its sole discretion may exact increases or decreases in the Special Service District rate for such purposes. 8.1.3 Additional Special Service Districts. From time to time,the Special Service District may need to be expanded, or additional Special Service Districts may need to be created, to support the obligations as to the Project that may be supported by a Special Service District Levy. The Developer shall cooperate fully(and cause its Affiliates to cooperate fully) in the expansion of the Special Service District, and in the creation of additional Special Service Districts, should the Authority so request. 8.2. Financing Bonds. At any time, and from time to time,the Authority may elect to finance its obligations with respect to the Project by issuing Bonds. If the Authority 32 issues Bonds, all or a portion of such Bonds may be supported by, among other things the Support Agreement. Alternatively,the Authority's obligations as to the Project may be supported by grants or other fundings from the City,which, in turn, may issue Bonds to obtain revenues in making such grants or other funding to the Authority. 8.3. Creation of CDA; Financing of CDA Facilities; and Management of City Contribution Funding. 8.3.1 Petition for Creation of CDA. The Authority shall file with the City Council a petition(the"Petition") for the creation of the CDA pursuant to the CDA Act to facilitate the development and financing of the CDA Facilities. The Developer shall (a) coordinate with the Authority and the City to prepare descriptions of(i)the facilities and services proposed to be undertaken by the CDA, (ii)the proposed plan for providing such services and facilities and(iii)the expected benefits from the provision of such services and facilities and(b) provide such descriptions to the Authority in a timely manner to assist the Authority with the development and submission of a Petition that complies with the provisions of the CDA Act. The Parties acknowledge that the City Council is not obligated to, and may not, approve the creation of the CDA,but agree to use all commercially reasonable efforts to encourage and expedite the creation of the CDA. 8.3.2 Composition of CDA Board. The Parties agree that, except as otherwise determined by the City Council acting in its sole discretion, all members of the board of the CDA shall be members of the City Council. 8.3.3 Financing of CDA Facilities and Related Costs. (a) The Parties agree to encourage and expedite the financing of the CDA Facilities through the issuance of the CDA Bonds. Specifically,the Parties shall (i) use all commercially reasonable efforts to negotiate, approve and enter into, as applicable, one or more agreements with the CDA and the City to provide for the development, construction, acquisition, financing, operation and maintenance of the CDA Facilities and the appropriation and payment of the Performance Grant Revenues, including but not limited to the Indenture and the Memorandum of Understanding, and(ii)provide all reasonably requested information necessary to prepare the documentation related to the issuance and sale of the CDA Bonds. 33 (b) The Parties agree to work with the City and the CDA to ensure that the proceeds of the CDA Bonds will be applied to finance the costs of the CDA Facilities,to pay capitalized interest on the CDA Bonds during the Construction Period,to fund the Debt Service Reserve Fund for the CDA Bonds and to pay the costs of issuance of the CDA Bonds. The Parties agree to request that the construction portion of the CDA Bond proceeds be applied to finance (i)the costs of the Parking Facilities and then (ii)to the extent any CDA Bond proceeds remain unused,the costs of the Streetscapes. (c) The Parties agree that the Authority, or such other public entity as the Authority and the City may determine, shall own and operate (i)the Parking Facilities and(ii) any Streetscapes financed with proceeds of the CDA Bonds. 8.3.4 CDA District; Special Assessments. The Parties acknowledge that the CDA Facilities will be constructed to benefit the property comprising the CDA District and that the CDA Bonds will be secured in part by the Special Assessments to be imposed on such property. Unless otherwise agreed to in writing by the Parties and the City,the CDA District shall include all of the Dome Properties. As any Additional Land is added to the Project Land, such Additional Land shall also be added to the CDA District, except as otherwise agreed to by the Parties. The Developer consents to the inclusion of all of the Dome Properties and any Additional Land in the CDA District and to the imposition of Special Assessments on all taxable real property in the CDA District,regardless of whether such real property is owned or subject to a leasehold interest. The Authority and the Developer agree to use all commercially reasonable efforts to negotiate, approve and enter into, as applicable, any agreements or other documentation necessary to impose and provide for the collection of the Special Assessments. 8.3.5 Establishment of Special Taxes in CDA District. The Parties shall use all commercially reasonable efforts to encourage and assist the City in the establishment of the Special Property Tax and the Special Admissions Tax to support the financing of the CDA Facilities. 8.3.6 Assignment of Performance Grant Payments to Finance CDA Facilities. To facilitate the financing of the CDA Facilities and to provide for the payment of the debt service on the CDA Bonds and the administrative expenses of the CDA,the Developer shall irrevocably assign all of its right, title and interest in the Performance Grant Payments to the 34 CDA.Notwithstanding the limitations in Sections 6.10.1 and 6.10.3,the City will allow the total amount of Performance Grant Revenues provided to the CDA to be increased over the $5,000,000 cap to pay the actual costs of administration of the CDA,which is expected to not exceed $75,000 annually, from its inception through its dissolution, and the City may (at its election)allow the total amount of Performance Grant Revenues provided to the CDA to be further increased to provide additional funds for early prepayment of principal of the CDA Bonds as permitted by the terms of the Indenture. An account will be established by the CDA Board for the receipt and payment of the funds necessary for the costs of administration of the CDA. 8.3.7 Payment of Costs Related to Establishment and Administration of CDA. The Parties agree that all costs incurred by the Authority and the City in connection with the establishment of the CDA will initially be paid by the City or the Authority and reimbursed out of the first dollars deposited in the Revenue Stabilization Fund. The Parties further agree that all administrative expenses of the CDA shall be payable from the CDA's legally available funds, including the Performance Grant Revenues authorized by §8.3.6. 8.3.8 Terms of CDA Bonds; Use of CDA Bond Proceeds. The Parties agree to work with the City and the CDA to structure, secure and issue the CDA Bonds and apply the CDA Bond proceeds as follows: (a) The CDA Bonds will be issued contemporaneously with the execution of the Ground Lease and the delivery thereof to the Developer and the recordation of the Memorandum of the Ground Lease,the Condominium Documents and the Construction Loan Deed of Trust,provided that the closing of the CDA Bonds may occur after the recording of these documents to allow for the completion of normal and customary bond transaction elements, including appropriate disclosures to purchasers of the CDA Bonds. (b) The CDA Bonds will be issued for a term of no longer than twenty-three (23)years, with only interest payable for up to the first three years and principal and interest payable over the final 20 years. Annual debt service on the CDA Bonds will not exceed $5,000,000 and will be structured to achieve level debt service over the final 20 years of their term. 35 (c) Subject to the maximum annual debt service limitation set forth in Section 8.3.8(b), the CDA Bonds will be issued in such principal amount, bear interest at such rates and be sold at such prices as to maximize the amount of proceeds available to finance the costs of the CDA Facilities,to fund the deposits to the Debt Service Reserve Fund and the Capitalized Interest Fund and to pay the costs of issuance of the CDA Bonds. (d) The CDA Bonds will be secured by the Performance Grant Payments assigned by the Developer to the CDA. To the extent Performance Grant Payments are insufficient to pay the debt service during the Pre-Stabilization Period,the required debt service shall be paid as set forth in Section 6.10.5. Thereafter,to the extent Performance Grant Payments are insufficient to pay the debt service on the CDA Bonds,the CDA Bond Trustee will draw first on moneys in the Revenue Stabilization Fund and then on moneys in the Debt Service Reserve Fund to pay debt service on the CDA Bonds. The CDA Bonds will be further secured by the Special Assessments, installments of which will be collected in the event, and to the extent,that the Performance Grant Payments and the amounts on deposit in the Revenue Stabilization Fund and the Debt Service Reserve Fund are insufficient to pay the debt service on the CDA Bonds and the administrative costs of the CDA. (e) A Capitalized Interest Fund will be established under the Indenture to provide for the payment of certain capitalized interest on the CDA Bonds and will be funded with CDA Bonds proceeds. (f) A Revenue Stabilization Fund will be established under the Indenture to provide additional security for the CDA Bonds, subject to the provisions of Section 8.3.7, and will be funded from Knight-Wagner Revenues in accordance with Section 6.10.4. There will be no required minimum or maximum deposit amount for the Revenue Stabilization Fund, and any moneys drawn by the CDA Bond Trustee therefrom (including draws to pay debt service on the CDA Bonds)will not be replenished. Any moneys remaining on deposit in the Revenue Stabilization Fund upon retirement of the CDA Bonds will be transferred to the City. (g) A Debt Service Reserve Fund will be established under the Indenture to provide additional security for the CDA Bonds,will initially be funded with CDA Bonds proceeds and will be sized in the amount of the maximum annual debt service on the CDA Bonds unless federal income tax laws and regulations mandate a lesser amount. Any 36 moneys drawn by the CDA Bond Trustee from the Debt Service Reserve Fund to pay debt service on the CDA Bonds will be replenished from moneys received from the collection of installments of the Special Assessments. (h) Any Excess Revenues will be applied (i)first,to repay any moneys advanced by the City pursuant to Section 6.10.5, (ii) second, at the option of the City,to redeem any outstanding CDA Bonds as permitted by the terms of the Indenture, and(iii)third,to the City to replenish the TIP Fund. (i) A Parking Construction Fund and a Streetscapes Construction Fund will be established under the Indenture and will be funded with the construction portion of the proceeds of the CDA Bonds and amounts received from payments of the City Contribution in accordance with Section 6.11.2, as applicable. (j)The Indenture between the CDA and the CDA Bond Trustee shall authorize the issuance by the CDA of a series of Refunding Bonds in the discretion of the CDA and with the consent of the City. 8.3.9 Project Construction Fund. The Parties will coordinate with the City to establish a construction fund separate and apart from the Indenture (the"Project Construction Fund") for the purposes of managing any funded amounts of the City Contribution to be applied to pay construction costs of Project components other than the Parking Facilities and the portion of the Streetscapes to be paid for and owned by the Authority pursuant to this Agreement as the Parties may mutually agree (the"Other Project Components"). 8.3.10 Requisitions from Parking Construction Fund, Streetscapes Construction Fund and Project Construction Fund. Consistent with the terms of the Condominium Purchase Agreement,the Developer will submit monthly requisitions to (a)the CDA for disbursements from the Parking Construction Fund or the Streetscapes Construction Fund, as applicable,to pay costs of building the Parking Facilities or the Streetscapes, or(b)the Authority for disbursements from the Project Construction Fund to pay permitted costs of the Other Project Components. 37 8.3.11 Administration and Termination of CDA. The Parties agree that the CDA shall meet as and when the CDA, in its sole discretion, determines. The Parties intend for the CDA to maintain its existence throughout the term of the CDA Bonds and to initiate dissolution proceedings upon payment in full of the CDA Bonds. 9. Insurance. 9.1. Types of Coverage. The Developer, at the Developer's expense, shall carry commercial general liability insurance using 150 CG 0001 (0413) or a policy providing equivalent coverage insuring the Developer against any and all liability for injury to or death of a person or persons and for damage to property in any way occasioned by or arising out of the activities of the Developer, Authority, City and their respective agents, contractors or employees, in connection with the design and construction of the Project(including the Public Facilities), in the amount of at least Four Million Dollars ($4,000,000) for property damage and Eight Million Dollars ($8,000,000) for bodily injury or death of persons, which may be limited to One Million Dollars($1,000,000)per occurrence of each. 9.2. Policy Requirements.The following general requirements shall apply to the insurance coverage carried by the Developer pursuant to Section 9.1: 9.2.1 To the extent available, the policy shall contain a clause whereby the insurer waives all rights of subrogation against the City or the Authority; 9.2.2 The Authority shall be named as an additional insured in all policies obtained by the Developer; 9.2.3 Such policies shall be with reputable insurance companies reasonably acceptable to the Developer and licensed to do business in the Commonwealth of Virginia; 9.2.4 The Developer shall provide the Authority with policies or certificates of insurance evidencing such coverage prior to the start of construction; 9.2.5 Within thirty (30) days prior to expiration of coverage, or as soon as practicable, renewal policies or certificates of insurance evidencing renewal and payment of premium shall be provided by the Developer to the Authority; and 38 9.2.6 The coverages must be non-cancellable unless the carrier provides to the Authority thirty (30) days' prior written notice of cancellation or ten (10) days in case of cancellation due to nonpayment. 10. Closing and Conveyance. 10.1 Conditions to the Developer's Obligation to Close. The obligation of the Developer to close hereunder is expressly conditioned upon the fulfillment on or prior to the Closing Date of each of the conditions listed below(the"Developer Conditions"), provided, however,that the Developer at its election, evidenced by notice delivered to the Authority prior to or at the Closing,may waive any or all of the following conditions: 10.1.1 All representations, warranties and acknowledgments made by the Authority in this Agreement shall be true and correct in all material respects and shall continue to be true and correct in all material respects at the date of Closing. 10.1.2 No laws, statutes, ordinances, governmental orders, regulations, rules or requirements (including but not limited to zoning ordinances or regulations) shall have been enacted, adopted, issued or otherwise promulgated, and/or shall be in force, that would prevent the development or use of the Project as contemplated in this Agreement, or as contemplated in any related agreements to which the Authority or the Developer is a party. 10.1.3 The Authority shall own good, marketable and insurable fee simple title to the Dome Properties and the Entertainment Venue Parcel, free and clear of all liens,claims and encumbrances. 10.1.4 The Development Plans and the Development Budgets shall have been approved by the Developer and the Authority. 10.1.5 The funds required for the payment of the entire cost of the Public Facilities shall have been authorized and appropriated by the City by ordinance and a copy of such ordinance shall have been provided by the Authority to the Developer. 10.1.6 The City and all other applicable governmental agencies shall have given all(i)necessary approvals for the Final Plans and Specifications for the Project,and(ii) such permits and other approvals as are necessary to undertake the construction of the Project. 39 10.1.7 The Developer's Financing Commitment shall have been obtained and accepted by the Developer and all conditions to the funding of the loan (other than routine conditions relating to the construction disbursement process) shall have been satisfied or waived. 10.1.8 The Developer shall have received the Leasing Commitments on terms acceptable to the Developer. 10.1.9 All necessary governmental approvals,registrations and filings with respect to the establishment of the Condominium which may be performed prior to the recordation of Condominium Documents shall have been obtained or effected. 10.1.10 All covenants, obligations or requirements set forth in this Agreement to be performed prior to the Closing by the Authority, shall have been performed in compliance with this Agreement prior to the Closing Date. 10.1.11 The Transaction Documents shall have been completed and executed by the Authority and the Condominium Documents shall have been approved and executed (as applicable) by the Parties. 10.1.12 The Developer shall have received the Notice to Proceed from the Authority pursuant to Section 6.2. 10.1.13 The Developer shall have received the Authority Contingency Satisfaction Notice (which notice may be delivered in escrow as part of the Closing). Upon satisfaction of the Developer Conditions, the Developer agrees to give Authority written notice (the "Developer Contingency Satisfaction Notice") that all such Developer Conditions have been satisfied or waived (which notice may be delivered in escrow pending the Closing if all other Developer Conditions other than those to be satisfied as part of the Closing have been satisfied or waived). 10.2. Conditions to the Authority's Obligation to Close. The obligation of the Authority to close hereunder is expressly conditioned upon the fulfillment on or prior to the Closing Date of each of the conditions listed below (the "Authority Conditions"), provided, however,that the Authority at its election,evidenced by notice delivered to the Developer prior to or at the Closing, may waive any or all of the following conditions: 40 10.2.1 All representations, warranties, acknowledgments and covenants made by the Developer in this Agreement shall be true and correct in all material respects, and shall continue to be true and correct in all material respects at the date of Closing. 10.2.2 No federal or state laws, statutes, governmental orders, regulations, rules or requirements shall have been enacted, adopted, issued or otherwise promulgated, and/or shall be in force, that would prevent the use and development of the Project as contemplated in this Agreement or as contemplated in any related agreements to which the Authority or the Developer is a party. 10.2.3 The Development Plans and Development Budgets shall have been approved by the Developer and the Authority in all respects. 10.2.4 The Developer shall have obtained and accepted the Developer's Financing Commitment, shall have executed and delivered the Loan Documents as required by the lender thereunder and shall have provided to the Authority appropriate evidence thereof and only such post-closing conditions to the funding of the loan as are customary for similar loans shall remain unsatisfied, such as required expenditure of equity funds(which will either be contributed or contractually committed as of Closing) and submission of appropriate requisitions for disbursement. 10.2.5 The Developer shall have furnished and the Authority shall have approved, such other documentation including the Final Plans and Specifications, schematic drawings and renderings of the Project as may reasonably be requested by the Authority to monitor the orderly development of the Project. 10.2.6 The Authority shall have received and approved copies of the executed construction contracts for the Project and a construction schedule consistent with this Agreement. 10.2.7 The Authority shall have received proof reasonably satisfactory to the Authority of the insurance required in Section 9. 10.2.8 The City (in its capacity as a governmental agency) and all other applicable governmental agencies shall have given all (i)necessary approvals for the Final Plans 41 and Specifications for the Project, and(ii)such permits and other approvals as are necessary to undertake construction of the Project. 10.2.9 All necessary governmental approvals,registrations and filings with respect to the establishment of the Condominium which may be performed prior to the recordation of the Condominium Documents shall have been attained or effected. 10.2.10 All covenants, obligations or requirements set forth in this Agreement to be performed prior to the Closing by the Developer shall have been performed in compliance with this Agreement prior to the Closing Date. 10.2.11 The Transaction Documents shall have been completed and executed by the Developer and the Condominium Documents shall be approved and executed(as applicable) by the Parties. 10.2.12 The Authority shall have received the Developer Contingency Satisfaction Notice(which notice may be delivered in escrow as part of the Closing). Upon satisfaction of the Authority Conditions,the Authority agrees to give the Developer written notice(the "Authority Contingency Satisfaction Notice")that all such Authority Conditions have been satisfied or waived (which notice may be delivered in escrow pending the Closing if all other Authority Conditions other than those to be satisfied as part of the Closing have been satisfied or waived). 10.3. Failure to Satisfy Conditions. In the event that any of the conditions of the other Party's obligation to close hereunder set forth in Section 10.1 or 10.2 hereof are unsatisfied for any reason, other than Force Majeure, the Developer on the one hand, or the Authority on the other hand, as the case may be, shall be entitled, but not obligated, upon notice delivered to the opposite Party to this Agreement at or prior to the Closing Date, to receive one or more adjournments of the Closing to a date not later than the Outside Closing Date,to enable such Party to satisfy or cause to be satisfied such conditions. If on the Outside Closing Date,any conditions(s) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been waived by such Party,then such Party shall have the right to terminate this Agreement effective upon written notice to the other Party, and unless the Party entitled to terminate shall waive the applicable conditions(s) as provided above and agree to proceed to Closing hereunder, this Agreement shall terminate,and thereafter,neither Party shall have any further rights hereunder or obligations to the 42 other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing that results from a Party's default under this Agreement, the provisions of this Agreement pertaining to such default, and to the Parties' respective rights, remedies and obligations in connection with such default, shall be applicable in addition to, or(in the non-defaulting Party's discretion)as an alternative to,the non-defaulting Party's aforesaid right of termination. 10.4. Deliveries at the Closing by Developer. At the Closing,the Developer shall execute and/or deliver to the Authority the following: 10.4.1 Evidence reasonably satisfactory to the Authority that the Developer has been validly formed as a corporation and is in good standing and qualified to do business in the Commonwealth of Virginia; 10.4.2 The written opinion of counsel to the Developer,in form reasonably satisfactory to the Authority (assuming that all signatures are genuine, and further assuming that all documents presented to such counsel as copies conform with the originals), stating (i)that the Developer is a corporation validly existing under the laws of the Commonwealth of Virginia; (ii)that the Developer has the legal power under the Virginia Stock Corporation Act to enter into the transactions contemplated by this Agreement (including, without limitation, entry into this Agreement); (iii)the Developer's entry into and performance of this Agreement and the Transaction Documents have been duly authorized by all necessary corporate action; and(iv)this Agreement and enumerated other documents contemplated hereby which are to be executed by the Developer (including, without limitation, the Transaction Documents) have been duly executed and delivered by the Developer, and constitute binding obligations of the Developer, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganizations, moratoria or similar laws affecting the enforcement of creditors' rights generally, by legal and equitable limitations on the enforceability of specific remedies, and by such other principles of law or equity by which an enforceability opinion is properly conditioned; 10.4.3 Resolutions of the board of directors and/or shareholders of the Developer, authorizing the signature of the Developer to consummate the transactions contemplated herein in their respective capacities on behalf of the Developer, such resolutions to 43 be in form and substance reasonably satisfactory to the Authority and to be accompanied or included in certificates of the Developer; 10.4.4 An assignment of the Developer's rights to use the plans and specifications for the Public Facilities together with all other due diligence items, such as engineering studies, physical surveys, environmental assessments and the like, necessary for the completion of construction of the Public Facilities. Such assignment shall be conditioned upon the occurrence of an Event of Default hereunder which shall be subject and subordinate to any similar assignment made by the Developer to the Construction Lender. (a) Two copies each of(i) the plan of development for the Project which the Developer has submitted to City in accordance with City's zoning regulations, and(ii)the application for the foundation permit for the Project; (b) Evidence of the closing and funding of the construction loan for the Project pursuant to the Developer's Financing Commitment; (c) A certificate of insurance evidencing that the Developer has procured all insurance required hereunder; (d) Such other documentation including the Final Plans and Specifications, schematic drawings and renderings as may reasonably be requested by the Authority to permit the orderly development of the Project; (e) If title insurance is required by the Developer's construction lender, a commitment for a title insurance policy insuring such lender in form and substance reasonably acceptable to such lender, and a policy of title insurance insuring the Authority against filed and unfiled mechanic's liens. 10.4.5 Any other document or instrument required hereunder or reasonably requested by the Authority in order to consummate the transactions contemplated herein, which document or instrument will be in form and substance reasonably acceptable to the Developer. 11. Assignment. The Authority shall not be permitted to assign its rights and obligations under this Agreement to any entity other than the City without the prior written consent of the Developer.Notwithstanding the foregoing, the Authority shall be permitted to designate that title to the Parking Units, the Public Units and the Public Facilities will be 44 conveyed to any government agency or authority,provided such assignee is empowered to perform this Agreement. Except as provided above, neither Party hereto shall assign or transfer, or permit the assignment or transfer of, this Agreement without the prior written consent of the other Party, provided, however,that the Developer shall have the right to assign its interest herein to any Affiliate. 12. General Representations and Warranties. 12.1. From the Authority. To induce the Developer to enter into this Agreement, the Authority makes the following representations and warranties, all of which are true and accurate as of the Effective Date and which will be reaffirmed as true and accurate on the Closing Date: 12.1.1 Due Authorization, Execution and Delivery; Compliance with Applicable Law. (a) The execution, delivery and performance by the Authority of this Agreement and any other Transaction Documents to which it is a party are within the Authority's powers and have been duly authorized in accordance with all Applicable Law. (b)The execution and delivery of such documents on behalf of the Authority do not require any governmental approvals not already obtained. (c) The execution, delivery, and, upon obtaining all required governmental approvals, the performance of the Transaction Documents by the Authority do not violate or result in a breach of any Applicable Law or constitute a default under any material agreement to which the Authority is a party or by which the Authority is bound. 12.1.2 Enforceability. This Agreement, and any other Transaction Documents, to which the Authority is a party, when duly executed and delivered by each party thereto, are enforceable against the Authority in accordance with their respective terms, subject to matters and laws affecting creditors' rights generally as to political bodies and to general principles of equity. 12.1.3. Performance by the Authority. The Authority will perform all acts to be performed by it hereunder and will refrain from taking or omitting to take any action that would violate the Authority's representations and warranties hereunder or render the same 45 inaccurate as of the Effective Date or the Closing Date or that in any material way would prevent the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof, including but not limited to,timely requesting the City to appropriate the funds required for the Authority to satisfy its obligations under the Transaction Documents. 12.1.4 Representations Relating to Bond Financing. The Authority shall make such customary applicable disclosures, representations or warranties relating to any bond or other financings utilized by the Developer and approved by the Authority in connection with the Project, as and when requested by the Developer. 12.1.5 No Litigation. There is no action, suit or proceeding pending or,to the knowledge of the Authority,threatened against or affecting the Authority in any court, before any arbitrator or before or by any Governmental Body which (a) in any manner raises any question affecting the validity or enforceability of this Agreement or any other agreement or instrument to which the Authority is a party or by which it is bound and that is or is to be used in connection with, or is contemplated by, this Agreement, (b)could materially and adversely affect the business, financial position or results of operations of the Authority, (c) could materially and adversely affect the ability of the Authority to perform its obligations hereunder, or under any document to be delivered pursuant hereto. 12.2. From the Developer. To induce the Authority to enter into this Agreement, the Developer makes the following representations and warranties, all of which are true and accurate as of the Effective Date and which will be reaffirmed as true and accurate on the Closing Date. 12.2.1 Organization and Authority. The Developer is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, and the Developer has all requisite power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party. 12.2.2 Due Authorization, Execution and Delivery; Compliance with Applicable Law. (a)The execution, delivery and performance by the Developer of this Agreement and the other Transaction Documents to which it is a party are within the 46 Developer's powers and shall be duly authorized by all necessary action including by its shareholders and directors; (b)The execution and delivery of such documents on behalf of the Developer do not require any governmental approvals or the consent of any Person not already obtained; and (c) The execution, delivery,and, upon obtaining all required governmental approvals,the performance of such documents by the Developer do not violate or result in a breach of any Applicable Law or constitute a default under the Developer's articles of incorporation or by-laws or any material agreement to which the Developer is a party or by which the Developer is bound. 12.2.3 Organizational Documents. The Developer's organizational documents are in full force and effect and have not been modified or supplemented, and no fact or circumstance has occurred that, by itself or with the giving of notice or the passage of time or both, would constitute a default thereunder. 12.2.4 Enforceability. This Agreement and the other Transaction Documents to which it is a party,when duly executed and delivered by each party thereto, are binding on and are enforceable against the Developer in accordance with their terms, subject to matters and laws affecting creditors' rights generally and to general principles of equity. 12.2.5 Financial Statements. All financial statements furnished to the Authority with respect to the Developer fairly present the financial condition of the Developer as of the dates thereof, and all other written information furnished to the Authority by the Developer and its Affiliates is accurate, complete and correct in all material respects and does not contain any material misstatement of fact or omit to state any fact necessary to make the statements contained therein not misleading. 12.2.6 Bankruptcy.No Act of Bankruptcy has occurred with respect to the Developer. 12.2.7 Representations Relating to Bond Financing. The Developer shall make such customary applicable disclosures, representations or warranties relating to any bond, 47 special tax district or other financings utilized by the Authority or the City in connection with the Project, as and when requested by the Authority or the City. 12.2.8 No Litigation. There is no action, suit or proceeding pending or,to the knowledge of the Developer, threatened against or affecting the Developer in any court, before any arbitrator or before or by any Governmental Body which (a) in any manner raises any question affecting the validity or enforceability of this Agreement or any other agreement or instrument to which the Developer is a party or by which it is bound and that is or is to be used in connection with, or is contemplated by,this Agreement, (b)could materially and adversely affect the business, financial position or results of operations of the Developer, (c) could materially and adversely affect the ability of the Developer to perform its obligations hereunder, or under any document to be delivered pursuant hereto. 12.2.9 No Undisclosed Liabilities. The Developer is not in default under or in breach of any material contract or agreement, and no event has occurred which,with the passage of time or giving of notice (or both) would constitute such a default which has a material adverse effect on the ability of the Developer to perform its obligations under this Agreement. 12.2.10 Tax Matters. The Developer has prepared and filed in a substantially correct manner all federal, state, local, and foreign tax returns and reports heretofore required to be filed by them and have paid all taxes shown as due thereon.No Governmental Body has asserted any deficiency in the payment of any tax or informed the Developer that such Governmental Body intends to assert any such deficiency or to make any audit or other investigation of the Developer for the purpose of determining whether such a deficiency should be asserted against the Developer. 12.2.11 Performance by the Developer. The Developer will perform all acts to be performed by it hereunder and will refrain from taking or omitting to take any action that would violate the Developer's representations and warranties hereunder or render the same inaccurate as of the Effective Date or the Closing Date or that in any material way would prevent the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof. 12.2.12 Financial Resources. As of the Closing Date,the Developer will have adequate financial resources to perform its obligations under the Transaction 48 Documents including the financial resources to cover the "gap"between the amount of the Construction Loan and the amount required to construct and install the Developer Improvements in accordance with the terms and conditions of this Agreement. 13. Default; Remedies. 13.1. The Authority's Default. The Authority will be deemed to be in default under this Agreement should any one or more of the following events occur at any time: 13.1.1 Failure of the Authority to materially and timely comply with and perform each of the Authority's obligations set forth in this Agreement. 13.1.2 If any representation or warranty made by the Authority in this Agreement or subsequently made by the Authority in any written statement or document furnished to the Developer or its Affiliates and related to the transactions contemplated by this Agreement is false, incomplete, inaccurate or misleading in any material respect. 13.1.3 If any report, certificate or other document or instrument furnished to the Developer or any of its Affiliates by or on behalf of the Authority in relation to the transactions contemplated by this Agreement is false, inaccurate or misleading in any material respect. 13.2. The Developer Party Remedies. Should any default on behalf of the Authority occur and be continuing 30 days after receipt by the Authority of written notice from the Developer specifying the existence of such default(or within a reasonable time thereafter if such default cannot reasonably be cured within such 30 day period and the Authority begins to diligently pursue the cure of such default within such 30 day period),the default shall become an "Authority Event of Default."Upon an Authority Event of Default,the Developer shall be entitled to elect among the following as its sole remedies: (a)terminate this Agreement and seek any remedies at law that may be available as a consequence of the Authority's Event of Default, (b)commence a suit for injunctive relief or specific performance of this Agreement, or(c)waive the Authority Event of Default. The Developer understands and agrees that the City's failure to appropriate funds for any purpose set forth in this Agreement shall not constitute a breach or default hereunder nor can such failure form the basis of an Authority Event of Default, but such failure to appropriate, as to a material obligation of the Authority, shall be deemed a failure of a 49 condition precedent to the Developer's obligation to perform, for which the Developer shall have the right to terminate this Agreement(without liability to the Authority or the City). 13.3. Default by Developer. The occurrence of any of the following shall be an event of default by the Developer under this Agreement(a"Developer Event of Default"): 13.3.1 The filing by the Developer of a voluntary proceeding under present or future bankruptcy, insolvency, or other Applicable Law respecting debtor's rights; 13.3.2 The consent by the Developer to an involuntary proceeding under present or future bankruptcy, insolvency, or other Applicable Law respecting debtor's rights; 13.3.3 The entering of an order for relief against the Developer or the appointment of a receiver, trustee, or custodian for all or a substantial part of the property or assets of the Developer in any involuntary proceeding, and the continuation of such order, judgment or degree unstayed for any period of ninety (90)consecutive days; 13.3.4 The failure of the Developer to perform any material covenant, obligation or requirement of this Agreement(excluding the cessation of work as provided in subsection 13.3.6 below (which excluded item is subject to (13.3.6)below)), and the continuation of such failure for thirty(30)days, after written notice from the Authority to the Developer and the Construction Lender specifying the nature and extent of any such default, or, if such default cannot reasonably be cured within such thirty(30)day period (including inability to cure due to Force Majeure Events or Authority Delays),the failure to commence to cure such default within such thirty (30)day period and to diligently continue to pursue such effort to cure to completion. 13.3.5 The failure to commence construction of the Improvements on or prior to the Construction Commencement Date to be set forth on the Schedule of Project Deadlines and such failure is not cured within the period allowed under 13.3.4 above. 13.3.6 The cessation of the construction of the Improvements prior to Completion for a period of thirty (30)consecutive days, excluding periods when work has ceased due to Force Majeure Events or Authority Delays, and the continuation of such cessation for a period of thirty(30)days (excluding periods when work is ceased due to Force Majeure Events 50 or Authority Delays) after written notice from the Authority to the Developer and the Construction Lender specifying the cessation. 13.3.7 The failure to Complete the Improvements prior to the Outside Completion Date to be set forth on the Schedule of Project Deadlines and such failure is not cured within the period allowed under 13.3.4 above. 13.3.8 A default under the Construction Loan or any declaration of default under the Construction Loan by the Construction Lender. 13.4. The Authority's Remedies. Upon a Developer Event of Default,the Authority shall be entitled to elect any or all remedies at law or in equity that may accrue as a consequence of such Developer Event of Default, including,without limitation,the following remedies: (a)termination of this Agreement; or(b)pursuit of specific performance of this Agreement or injunctive relief. Alternatively,the Authority has the right to waive in writing such Developer Event of Default. As a condition precedent to exercise of any of such remedies,the Authority shall have sent a copy of any applicable notice alleging the default that became the basis of the Developer Event of Default to the Construction Lender at the last known address for such lender contained in the Authority's files;provided the Authority has received written notice (via certified U.S. Mail, return receipt requested)of the Construction Lender's address from the Developer or the Construction Lender. 13.5. Cure Rights. At Closing,the Authority, the Developer and the Construction Lender will enter into a Cure Rights Agreement substantially in the form attached hereto as Exhibit 11. The Authority will consider reasonable changes to such Cure Rights Agreement requested by the Construction Lender,provided the overall substance and cure rights provided to the Authority remain the same and any revisions to the Cure Rights Agreement are approved by the City Attorney of the City. 13.6. Remedies Cumulative. Except as otherwise specifically provided for herein, all remedies of a Party provided for herein and/or in the other Transaction Documents are cumulative and shall be in addition to any and all other rights and remedies of such Party provided for or available under the other Transaction Documents, at law and/or in equity. 51 13.7. Attorneys' Fees. Except as expressly set forth in this Agreement, if any action, suit, or other proceeding arises out of, or in connection with,this Agreement, no party thereto,whether prevailing or otherwise, shall be entitled to recover, and no award of such shall be given, attorneys' fees, either as an element of cost or as damages. 14. Administrative Provisions. 14.1. Applicable Law: Forum. This Agreement will be construed, enforced and performed in accordance with the laws of the Commonwealth of Virginia, without regard to Virginia's choice of law rules. All legal actions relating to this Agreement shall be instituted and litigated in the state courts sitting in the City, or in the Eastern District of Virginia(Norfolk Division). 14.2. Effect of Termination. Except as otherwise stated herein, upon termination of this Agreement,neither the Developer nor the Authority shall have any further obligations or liabilities under this Agreement or any of the other Transaction Documents except those obligations that expressly survive termination or, in the case of liabilities,those liabilities that have accrued prior to the date of termination and are not expressly released upon any such termination. 14.3. Notices. Any notice required or permitted by or in connection with this Agreement shall be in writing and shall be made by facsimile or by hand delivery, or by Federal Express or other similar nationally recognized delivery service, or by pre-paid certified mail (return receipt requested), addressed to the respective parties at the appropriate address set forth below or to such other address as may be hereafter specified by written notice by the respective parties given in compliance with this Section. If notice, request or similar communication is given in compliance with this Section and is refused, or intentionally evaded by the intended recipient thereof, the notice, request or similar communication, nevertheless, shall be considered to have been given and shall be effective as of the date given as herein provided. To Authority: City of Virginia Beach Development Authority 4525 Main Street, Suite 700 Virginia Beach, Virginia 23462 Attention: Chair Facsimile: 757/499-9894 52 With a copy to: City Attorney City of Virginia Beach Municipal Center Building One 2401 Courthouse Drive Virginia Beach,Virginia 23456-9004 Facsimile: 757/385-5687 With a copy to: City Manager City of Virginia Beach Municipal Center Building One 2401 Courthouse Drive Virginia Beach,Virginia 23456-9004 Facsimile: 757/427-5626 With a copy to: Stephen R. Davis, Esq. Singer Davis, LLC 1209 Laskin Road Virginia Beach, Virginia 23451 Facsimile: 757/233-1084 To Developer: Atlantic Park, Inc. 1081 19th Street, Suite 202 Virginia Beach, Virginia 23451 Attention: Michael A. Culpepper Facsimile: 757/491-7588 14.4. Successors in Interest. This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and assigns;provided, however,the rights and obligations of the Developer under this Agreement cannot be assigned without the prior written consent of the Authority, except the Developer may assign its rights hereunder to the Developer's Construction Lender as additional collateral or security for the Construction Loan. A material change of control of the Developer shall be deemed an attempted assignment without the Authority's consent. There are no third-party beneficiaries as to this Agreement or any of the provisions herein. 14.5. Modification and Waiver.No modification or waiver of any provision of this Agreement, any exhibit or any document or instrument delivered in connection with the transactions contemplated by this Agreement, and no consent by any Party to any departure from the provisions of this Agreement or any such other documents,will be effective unless such 53 modification or waiver is in writing and signed by a duly authorized representative of each applicable Party.Any such modification or waiver will be effective only for the period and on the condition and for the specific instances and purposes set forth in such writing. No waiver of any condition,breach, default or Authority Event of Default or Developer Event of Default will be deemed to be a waiver of any subsequent condition, breach, default or Authority Event of Default or Developer Event of Default, as applicable.No omission or delay by any party in exercising any right or power under this Agreement, any exhibits or any documents or instruments relating to the transactions contemplated by this Agreement will impair such right or power or be construed to be a waiver of any default or any Authority Event of Default or Developer Event of Default or any acquiescence therein or thereto. 14.6. Broker's Commissions. The Developer, with the exception of Venture Realty Group and other engaged brokerage firms (to which the Developer will pay all brokerage fees), and the Authority represent and warrant to each other that it has not dealt with a broker, salesperson or finder with respect to this Agreement or the transactions contemplated herein, and that no fee or brokerage commission or similar charge will become due by reason of the transactions contemplated by this Agreement. The Developer will indemnify, defend and hold harmless Authority from all costs, liabilities, expenses and reasonable attorneys' fees arising out of the breach of this Section. The Authority shall be responsible for direct damages to the Developer caused by the Authority's breach of this Section. 14.7. Cooperation. The Parties will cooperate with each other,to the extent permitted by Applicable Law, in every reasonable way in carrying out the transactions contemplated by this Agreement, in fulfilling all of the conditions to be met by the Parties in connection with this Agreement, and in obtaining and delivering all required documents. In addition,the Parties will cooperate with each other,to the extent permitted by Applicable Law, in obtaining all Land Use Approvals and the Construction Permits. 14.8. Headings. The Section headings contained in this Agreement are for the convenience of the parties only and are not a part of the substantive agreement between the parties, nor will such headings be used in the interpretation or construction of any of the provisions of this Agreement. 54 14.9. Counterparts. This Agreement may be executed in any number of counterparts and all counterparts taken together will be deemed to constitute one and the same instrument. 14.10. Entire Agreement. This Agreement is intended to be a complete, exclusive and final expression of the Parties' agreements concerning the development of the Project, merging and replacing all prior and contemporaneous negotiations, offers, representations, warranties and agreements, oral or written.No course of prior dealing between the Parties,no usage or trade customs, and no parol or extrinsic evidence of any nature will be used to supplement or modify any of the terms of this Agreement. 14.11. Waiver of Conditions. Each Party to this Agreement, in its sole discretion, may waive in writing, in whole or in part, any condition, covenant, representation or warranty which inures to its benefit set forth in this Agreement. 14.12. No Agreement to Rezone or Approve Developer's Plans.Nothing contained in this Agreement obligates the City(or any officer, agent, department, commission or similar component of City)(a)to approve any rezoning or to grant any other land use approval or any other municipal approval; or(b)to approve any development plan or to issue any building or construction permits for any plan or construction that is not in conformity with Applicable Law, including, without limitation,the City's code, ordinances and regulations. 14.13. Force Majeure. Irrespective of the dates or other deadlines set forth in this Agreement or in any other Transaction Document for the Authority or the Developer to act, such dates or deadlines shall be extended for the period of Force Majeure. 14.14. Funding.Notwithstanding any provision herein to the contrary,the obligations of the Authority under this Agreement are subject to the appropriation of sufficient funds for such purposes and the performance by the City of its obligations under any applicable support agreement. If adequate funds are not appropriated or provided by the City pursuant to any applicable support agreement,the Authority shall not be subject to any claim for damages, penalty or expense of any kind whatsoever. The Developer acknowledges that performance by the City under any applicable support agreement is subject to the appropriation by the City Council from time to time of sufficient funds for such purposes. 55 14.15. Further Assurances. The Developer and the Authority, upon any reasonable request and at the expense of the requestor, shall do, execute or cause to be done or executed at any time all such further acts, deeds, agreements, releases and things, supplementary, confirmatory or otherwise, as maybe reasonably required by any such requesting Party for the purpose of, or in connection with, consummating the transactions described in this Agreement. 14.16. No Jury Trial. EACH OF THE AUTHORITY AND THE DEVELOPER HEREBY WAIVES ITS RIGHT TO HAVE ANY MATTER, ISSUE, SUIT, DISPUTE OR CONTROVERSY ARISING OUT OF THIS AGREEMENT TRIED BY A JURY. 14.17. Sovereign Immunity.Nothing contained in this Agreement shall be deemed to be, or have the effect of being, a waiver by the Authority, or any other governmental agency, of such sovereign immunity it may have under the laws of the Commonwealth of Virginia or the United States. 14.18. Third-Party Beneficiary. The City is a third-party beneficiary to this Agreement, and this Agreement may not be terminated, amended or otherwise modified without the prior written consent of the City. Furthermore, the City(through the City Manager and City Attorney and in consultation with and the approval of the Chair of the Authority)will administer the Due Diligence Phase and the Pre-Development Phase on behalf of the Authority and will have the authority to approve the Transaction Documents to be prepared and negotiated and the Master Plan, Development Plan and Development Budget in accordance with this Agreement and the parameters set forth herein and consistent with budgetary appropriations made by City Council and provided to the Authority pursuant to the Support Agreement. In furtherance of the foregoing,the City Manager is authorized to execute the Due Diligence Phase Completion Letter, any Memoranda of Approval and the Pre-Development Conclusion Letter on behalf of the Authority, so long as those documents are consistent with the terms of this Agreement and the resolutions adopted by the Authority and the City authorizing execution of this Agreement. 14.19. Preliminary Master Plan Furthers a"Master Development Plan". The Virginia Beach Resort Area Strategic Action Plan ("RASAP")was adopted by City Council on December 2, 2008, and the RASAP was incorporated into the City of Virginia Beach Comprehensive Plan. The most recent update of the Comprehensive Plan was adopted by Council on May 17, 2016, and it retains the RASAP's master development plan for the Dome 56 Properties. The Preliminary Project Plan is consistent with the master development plan set forth in the RASAP and further consistent with the master development plan submitted to the City and the Authority by the Developer on April 10,2017 and modified on July 7, 2017. Those submissions by the Developer where made in response to the Authority's Request for Qualifications for the development of the Dome Properties dated February 21,2017. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] [SIGNATURE PAGES TO FOLLOW] 57 IN WITNESS WHEREOF,the duly authorized representatives of the parties have caused this Agreement to be executed and delivered as of the date and year first above written. AUTHORITY: CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia (SEAL) By: A 1"1'EST: Name: Title: Secretary/Assistant Secretary [Chair] [Vice Chair] Date: 58 DOME SITE DEVELOPMENT AGREEMENT ADDITIONAL SIGNATURE PAGE DEVELOPER: ATLANTIC PARK, INC., a Virginia corporation By: (SEAL) , President Date: 59 APPENDIX 1 TO DOME SITE DEVELOPMENT AGREEMENT RULES OF USAGE AND DEFINITIONS RELATING TO THE TRANSACTION DOCUMENTS A. Rules of Usage. The following rules of usage shall apply to this Appendix 1, and to the Transaction Documents (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context: 1. Except as otherwise expressly provided, any definitions set forth herein or in any Transaction Document shall be equally applicable to the singular and plural forms of the terms defined. 2. Except as otherwise expressly provided, words of any gender used in any Transaction Document shall be held and construed to include any other gender. 3. Except as otherwise expressly provided, references in any Transaction Document to the articles, sections,paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to such document. 4. The headings, subheadings and table of contents used in any Transaction Document are solely for convenience of reference and shall not constitute a part of any such document nor shall they affect the meaning, construction or effect of any provision thereof. 5. References to any Person shall include such Person, its successors and permitted assigns and transferees. Appendix 1 (1) 6. Except as otherwise expressly provided, reference to any Transaction Document means such Transaction Document as amended, modified or supplemented from time to time in accordance with the applicable provisions thereof. 7. Except as otherwise expressly provided, reference to any specific law, statute, regulation or similar governmental enactment or promulgation, means such law, statute, regulation or similar governmental enactment as amended, modified or supplemented from time to time. 8. When used in any Transaction Document,words such as "hereunder," "hereto," "hereof'and "herein"and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof. 9. References to "including"means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters,to matters similar to those specifically mentioned. 10. Each of the parties to the Transaction Documents and their counsel have reviewed and revised, or requested revisions to,the Transaction Documents, and the usual rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Transaction Documents and any amendments or exhibits thereto. B. As used in this Appendix 1 and, unless otherwise indicated, in the Transaction Documents,the following terms have the following respective meanings: "18th Street Parcel"means the portion of 18th Street contemplated to be closed and included within the Project. Appendix 1 (2) "A& E Contracts" means the contracts or other agreements between the Developer and the A& E Professionals relating to the Project. "A&E Professionals" means the Architect, any geotechnical engineering firm or such other planning, architectural, engineering, interior design and other specialists or consultants that may be engaged by the Developer for the design and construction of the Project. "Act of Bankruptcy"means the making of an assignment for the benefit of creditors,the filing of a petition in bankruptcy,the petitioning or application to any tribunal for any receiver or any trustee of the applicable Person or any substantial part of its property,the commencement of any proceeding relating to the applicable Person under any reorganization, arrangement, readjustments of debt,dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or if, within 60 days after the filing of a bankruptcy petition or the commencement of any proceeding against the applicable Person seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation,the proceeding shall not have been dismissed, or, if,within 60 days after the appointment,without the consent or acquiescence of the applicable Person, of any trustee, receiver or liquidator of the applicable Person or of the land owned by the applicable Person,the appointment shall not have been vacated. "Additional Land"means, collectively, the 18th Street Parcel and(if applicable) the Supplemental Parcels. The Substation Parcel will not be part of the Additional Land unless and until it becomes part of the Project Land pursuant to Section 6.14. "Admissions Tax Revenues"means 100%of the admissions tax levied and collected within the CDA District(excluding any such tax collected from the Entertainment Venue)pursuant to §35-182 of the City Code, or any successor provision thereto, plus (if applicable)any Equivalency Amount necessary to be paid by the Authority to offset any Appendix 1 (3) reduction in the rate of admissions tax levied and collected within the CDA District during the Grant Term. "Affiliate" means a Person controlled by, controlling, or under common control with the Developer. "Applicable Law"means all applicable laws, statutes, resolutions,treaties,rules, codes, ordinances, regulations, certificates, orders, licenses and permits of any Governmental Body and judgments, decrees, injunctions,writs, orders or like action of any court, arbitrator or other administrative,judicial or quasi-judicial tribunal or agency of competent jurisdiction (including those pertaining to health, safety or the environment). "Approvals" shall collectively refer to the Land Use Approvals,the Form-Based Code Review and Approvals and the Construction Permits. "Architect"means the architectural firm(s) approved pursuant to Section 5.2.1(a)(ii). "Authority Conditions" is defined in Section 10.2. "Authority Contingency Satisfaction Notice" is defined in Section 10.2. "Authority Delay"means any delay in completion of construction, furnishing or equipping the Project or any component thereof resulting from (A)any act or delay of the Authority, its employees or agents, or(B)the failure by the Authority to perform or timely pay any of its obligations under this Agreement or respond to any request for approval or consent pursuant to this Agreement within fifteen (15)business days after receipt of such request. In order to avoid any dispute regarding the occurrence or duration of any Authority Delay, the foregoing delays shall only be considered an"Authority Delay" for purposes of this Agreement if the Developer notifies the Authority in writing of the occurrence of any such delay claimed by the Developer within ten(10) business days after the later of(i)the commencement thereof, or Appendix 1 (4) (ii)the date upon which the Developer becomes aware of such delay and then subsequently notifies the Authority in writing of the length of any such delay claimed by the Developer within ten (10)business days after the cessation thereof. "Authority Event of Default" is defined in Section 13.2. "Authority's Project Representative" is defined in Section 5.2.5. "Availability Date" is defined in Section 6.14. "Bonds"mean revenue bonds issued by the Authority from time to time, including any refunding bonds. "Business Day"means any day other than a Saturday or Sunday or other day on which banks in City are authorized or required to be closed. "Capitalized Interest Fund"means the Capitalized Interest Fund, or a fund of similar name and purpose,to be established under the Indenture, which shall provide for the payment of capitalized interest on the CDA Bonds during the Construction Period. "CDA"means the community development authority established under the CDA Act by the City to assist the Parties in connection with the financing of the Project. "CDA Act"means the Virginia Water and Waste Authorities Act, Chapter 51, Title 15.2 of the Virginia Code,or any successor statute thereto. "CDA Bond Construction Proceeds" shall mean the amount of proceeds received from the sale of the CDA Bonds after(a)payment of costs of issuance of the CDA Bonds and (b) funding the Debt Service Reserve Fund and the Capitalized Interest Fund, which proceeds shall be available for the design and construction of the CDA Facilities. "CDA Bonds"means the revenue bonds issued pursuant to the Indenture to initially finance the CDA Facilities and to pay related financing costs. "CDA Bond Trustee"means the bond trustee for the CDA Bonds. Appendix 1 (5) "CDA District"means the real property to be benefitted by the facilities and services to be provided by the CDA. "CDA Facilities"means (a)the Parking Facilities and(b)any Streetscapes financed with such excess CDA Bond proceeds in accordance with Section 8.3.3(b). "City"means the City of Virginia Beach, a political subdivision of the Commonwealth of Virginia. "City Code"means the Code of Ordinances of the City of Virginia Beach, Virginia, as amended. "City Contribution"means an amount not to exceed $65,550,000, which shall be calculated by adding the Parking Units Purchase Price and$7,500,000 (the amount of the City's participation in the Streetscapes). "City Council"means the City Council of the City. "City Grant Revenues" means an amount equal to (a)the Meals Tax Revenues, (b)the Admissions Tax Revenues and (c)the Sales Tax Revenues. "Closing"means the consummation of the following transactions: (A)execution of all previously unexecuted Transaction Documents by the Authority and the Developer; (B)the recordation of the Memorandum of Lease in the Land Records; (C)the recordation of the Condominium Documents in the Land Records; (D)the execution and delivery of the final and complete versions of all Loan Documents and recordation of the Developer's Construction Loan Deed of Trust in the Land Records; and (E)the Developer has closed its Construction Loan such that the Construction Lender is obligated to fund the Construction Loan subject only to satisfaction of such post-closing conditions to the funding of the Construction Loan as are customary for similar loans and are set forth in the Loan Documents that have been approved by the Authority prior to Closing. Appendix 1 (6) "Closing Date"means the date of the Closing. "Collateral Assignment" is defined in Section 5.4. "Commercial Facilities"means the mixed-use commercial facilities including retail, experiential retail, attractions, a surf park, food and beverage facilities, and office spaces, to be constructed and operated on the Commercial Units and having the Commercial Features. "Commercial Features" means the commercial uses, specifications, components and other features set forth in Exhibit 3. "Commercial Units"means one or more condominiums upon which the Commercial Facilities will be constructed. "Complete", "Completed"or"Completion"means with respect to the Improvements, or any component thereof,when the Architect certifies in writing to the Authority and/or Developer that the construction of the Improvements, or any component thereof, is sufficiently completed in accordance with the Final Plans and Specifications to permit use of the Improvements, or a component thereof, for the purposes for which it was intended,which date may precede the full completion of all punch-list items, landscaping and similar design and development functions. The Developer's agreement with the Architect shall include a provision requiring the Architect to evaluate completion and when appropriate certify its completion. "Condominium Development Budget"means the development budget for the Developer Improvements and the Public Improvements. "Condominium Development Plan"means the Preliminary Plans and Specifications, Construction Schedule and Condominium Development Budget as they each relate to the Condominium Improvements, all of which shall be reasonably approved by the Authority and the Developer throughout the Pre-Development Phase, and all as the same shall be Appendix 1 (7) further developed and amended with the reasonable approval of the Authority and the Developer during the Construction Documents Phase and the Construction Phase of the Project. "Condominium Documents"means a condominium declaration, appropriate plats and plans, articles of incorporation and bylaws for the owners' association, and any other documents required by Applicable Law or otherwise necessary or desirable to effectuate a condominium regime for the Condominium Units contemplated by this Agreement. "Condominium Improvements"means, collectively,the Developer Improvements and the Public Improvements. "Condominium Regime" means the condominium regime created under the applicable Condominium Documents as to the Condominium Units pursuant to Applicable Law. "Condominium Purchase Agreement"means that certain Condominium Purchase Agreement, dated as of the date of its execution and delivery but no later than the Closing Date, by and between the Authority and the Developer, wherein the Developer agrees to develop and sell, and the Authority agrees to purchase and accept,the Public Improvements,the Public Units and the Parking Units. "Condominium Units" means, collectively,the Developer Units,the Parking Units and the Public Units. "Condominium Units Construction Contract"means the one or more certain AIA Construction Contract(s) for the construction of the Condominium Improvements using a cost plus a fee not to exceed a guaranteed amount by and between the Developer and the General Contractor. "Construction Addendum"means that certain addendum to this Agreement, executed by the Authority and the Developer, establishing the procedures to be followed by the Authority and the Developer during the Construction Documents Phase and the Construction Appendix 1 (8) Phase, such addendum to be executed and delivered prior to the Pre-Development Phase Outside Date. "Construction Commencement Date"means the date specified (or to be specified) on the Schedule of Project Deadlines. "Construction Contract"means a commercially reasonable construction contract with a General Contractor. "Construction Documents"means, for the applicable Improvements,the applicable Construction Contract,the Construction Plans, and such other drawings, specifications and other documents, if any, setting forth in detail the requirements for the construction; provided such other drawings, specifications and other documents are consistent with, and where applicable, approved as provided in this Agreement. "Construction Documents Phase"means the period of time during the development of the Project commencing following the expiration of the Pre-Development Phase and ending on the day immediately prior to the commencement of the Construction Phase. "Construction Lender" is defined in"Developer's Financing Commitment" below. "Construction Loan" is defined in "Developer's Financing Commitment"below. "Construction Loan Deed of Trust"means any deed of trust securing a Construction Loan recorded in the Land Records. "Construction Period"means the interest-only period under the CDA Bonds (which will not exceed three(3)years) during which the Developer will construct the Project. "Construction Permits" means all site plan, building, development and other governmental permits and approvals required in connection with construction of the Improvements. Appendix 1 (9) "Construction Phase"means the period of time during the development of the Project commencing on the Closing Date and ending upon Completion of the Public Facilities and Developer Improvements. "Construction Schedule" is defined in Section 3.3. "Contractor"means a Person that has a contract with the Developer to perform any portion of the work to develop the Improvements not covered by the Condominium Units Construction Contract or the Entertainment Venue Construction Contract, or to furnish any product, article,machinery, equipment or materials constituting a part of the Improvements. "Continuation Agreement"means(collectively)that agreement or those agreements (in form and substance reasonably satisfactory to the Authority)to be executed by the General Contractor, Architect and any other A & E Professionals under which such parties recognize the Authority as a party entitled to use of the Plans and Specifications and as a third- party beneficiary of the A& E Contracts entitled to assume and enforce the A & E Contracts following an uncured default by the Developer "Cure Rights Agreement" is described in Section 13.5. "Debt Service Reserve Fund"means the Debt Service Reserve Fund, or a fund of similar name and purpose,to be established under the Indenture, which shall secure the payment of the CDA Bonds in the event that the Performance Grant Payments, Revenue Stabilization Fund proceeds, and Special Assessment Revenues are insufficient to pay debt service on the CDA Bonds. "Declaration of Default Notice"means the written notice the Authority may deliver to the Developer and Construction Lender pursuant to the Cure Rights Agreement. "Design/Development Plans"means those certain mutually acceptable design and Appendix 1 (10) development plans for development and construction of the applicable Improvements,which Design/Development Plans shall generally define the applicable Improvements including single line drawings and outline specifications fixing and describing the Improvements' size and character along with appropriate elements outlining structural, architectural, mechanical and electrical systems. "Developer Conditions" is defined in Section 10.1. "Developer Contingency Satisfaction Notice" is defined in Section 10.1. "Developer Event of Default" is defined in Section 13.3. "Developer Improvements"means improvements to be constructed on the Developer Units in accordance with the Condominium Development Plans. "Developer's Financing Commitment"means a written commitment from one or more Institutional Lender(s) (a"Construction Lender")committing to provide a loan or loans (the "Construction Loan(s)")to the Developer adequate to construct all or a portion of the Developer Improvements and fulfill the Developer's other obligations under the Transaction Documents, subject to customary lender requirements and conditions. In order to qualify as the Developer's Financing Commitment, a commitment must be duly authorized by the issuer in substantially the form and level of detail typically utilized by prospective lenders in similar major commercial transactions, including requirements for closing and conditions thereof, and must set forth the proposed principal amount, interest rate, amortization terms, collateral or guaranty requirements, maturity date of the loan and expiration date of the commitment. Furthermore,the Developer's Financing Commitment and ultimately the Loan Documents must include the agreement of the Construction Lender that, in the event of a Developer Event of Default, if Construction Lender does not exercise its right to cure the Developer Event of Default and proceed with construction, the Authority will have the right and option to either(i)payoff or Appendix 1 (11) purchase the Construction Lender's note(s) or other evidence of indebtedness for an amount not to exceed the Mortgage Payoff Amount and to obtain an assignment of all of the Loan Documents, or(ii) assume the Construction Loan at a balance not to exceed the Mortgage Payoff Amount, all as more particularly provided in the Cure Rights Agreement. "Developer's Project Representative" is defined in Section 5.2.5. "Developer Units"means, collectively,the Commercial Units,the Office Units, the Residential Units and the Surf Park Unit. "Development Budgets" means, collectively,the Condominium Development Budget and the Entertainment Venue Development Budget. "Development Plans"means, collectively,the Condominium Development Plan and the Entertainment Venue Development Plan. "Dome Properties" is defined in Recital R.2. "Dome Site" is defined in Recital R.1. "Due Diligence Phase" is defined in Section 4.1. "Due Diligence Phase Completion Letter" is defined in Section 3.4 and will memorialize the Parties' agreement to and specify (as applicable)the Outside Financing Commitment Date,the approved forms of the Ground Lease and Garage Parking Agreement,the approved Master Plan and agreeing to end the Due Diligence Phase and proceed with the Pre- Development Phase. "Effective Date"means the date upon which the Authority and the Developer have each executed and delivered this Agreement. "Entertainment Venue"means that certain first-class multi-use entertainment facility, capable of accommodating at least 3,500 patrons, having the features therefor set forth on Exhibit 3. Appendix 1 (12) "Entertainment Venue Cost"means the total cost of the Entertainment Venue determined pursuant to this Agreement, including all soft and hard costs, which will not exceed Thirty Million Dollars ($30,000,000.00). "Entertainment Venue Construction Contract"means that certain AIA Construction Contract for the construction of the Entertainment Venue using a cost plus a fee not to exceed a guaranteed amount by and between the Developer and the General Contractor. "Entertainment Venue Development Budget" means the development budget for the Entertainment Venue. "Entertainment Venue Development Fee" is defined in Section 5.5. "Entertainment Venue Development Plan"means the Preliminary Plans and Specifications, Construction Schedule and Condominium Development Budget as they each relate to the Entertainment Venue, all of which shall be reasonably approved by the Authority and the Developer throughout the Pre-Development Phase, and all as the same shall be further developed and amended with the reasonable approval of the Authority and the Developer during the Construction Documents Phase and the Construction Phase of the Project. "Entertainment Venue Operating Agreement" means that certain Entertainment Venue Operating Agreement, dated as of the date of its execution and delivery, by and between the Authority and Entertainment Venue Operator, setting forth the terms of operation and maintenance of the Entertainment Venue. "Entertainment Venue Operator" means Oak View(or an Affiliate of Oak View) or other operator for the Entertainment Venue selected by the Authority. "Entertainment Venue Parcel"means that certain parcel of land located at the northeastern corner of the intersection of Arctic Avenue and 18th Street in the City, as shown on the Preliminary Project Plan. Appendix 1 (13) "Environmental Laws" means RCRA, CERCLA,the Clean Water Act,the Clean Air Act,the Toxic Substances Control Act, and any other Applicable Law relating to health, safety or the environment. "Equivalency Amount"means, with respect to Admissions Tax Revenues,the exact dollar amount differential in admissions taxes levied and collected within the CDA District (excluding any such tax collected from the Entertainment Venue)pursuant to §35-182 of the City Code, or any successor provision thereto, as the result of a reduction in the rate of admissions taxes levied and collected within the CDA District during the Grant Term, which amount shall be funded from moneys on deposit in the TIP Fund and appropriated by the City Council for such purpose. "Escrow Agent"means McGriff Insurance Services, Inc., DBA BridgeTrust Title Group. "Excess Revenues"means, for any bond year,the Performance Grant Revenues, if any, in excess of(a)the $5,000,000 cap on Performance Grant Payments payable in such bond year and (b)the amount of Performance Grant Revenues required to pay the actual costs of administration of the CDA in such bond year. "Exclusive Dealing Agreement" is defined in Recital R.3. "Existing Environmental Reports" means collectively that certain Phase I Environmental Site Assessment dated July 18, 2019,prepared by Kimley-Horn and Associates, Inc. with respect to the Dome Properties and the Entertainment Venue Parcel. "Expense Allocation"means (i) Where the proportional benefits to the Public Facilities and the Developer Improvements can be reasonably determined by the Architect, subject to the approval Appendix 1 (14) of the Developer and the Authority, then the expenses shall be allocated in proportion to the respective benefits to each as determined by the Architect; and (ii) Where the proportional benefits to the Public Facilities and the Developer Improvements cannot be reasonably determined by the Architect,or the Developer and the Authority cannot after good faith efforts agree on the proportionate benefits, then the costs shall be allocated based on a formula to be specified prior to the end of the Pre-Development Phase. The Parties agree, however, that upon submission of the Condominium Development Budget by the Developer to the Authority,they shall negotiate in good faith on a line item basis to identify the proportional benefits of such facilities. "Financing"means the Developer's construction and permanent financing(s) of the Developer Improvements. "Final Plans and Specifications" is defined in Section 5.2.2. "First Resubdivision Plat"means that certain plat eliminating certain interior lot lines and alleyways inside the Dome Properties and creating the Entertainment Venue Parcel. "Force Majeure"means the actual period of any delay caused by any strike or labor dispute not due to any act or omission of the party whose performance is required by the terms of the applicable agreement(including, without limitation,this Agreement), unavailability of materials, unusual delays in transportation, lost weather days,riot or other civil disorder, national or local emergency, other act of God, or other cause or casualty beyond Authority's or the Developer's reasonable control. "Form-Based Code Review and Approvals"means all those entitlements necessary to construct and operate the Project in compliance with the Oceanfront Resort Form- Based Code, as amended from time to time. "Garage Parking Agreement" is defined in Section 4.4.2. Appendix 1 (15) "General Contractor"means the general contractor approved pursuant to Section 5.2.1(a)(ii). "General Fund"means the City's primary operating fund that accounts for all financial resources of the City except those funds required to be accounted for in another separate or segregated fund. "Governmental Body"means any governmental body, agency or authority with jurisdiction over the Project,the Project Land,the Entertainment Venue Parcel,the Developer or the Authority. "Ground Lease" is defined in Section 4.4.1. "Guaranteed Maximum Contract Amount"means,with respect to the Condominium Units Construction Contract and the Entertainment Venue Construction Contract, the maximum amount payable by the Developer to the General Contractor. "Hazardous Substances"means any hazardous waste, as defined by 42 U.S.C. § 6903(5), any hazardous substances as defined by 42 U.S.C. § 9601(14), any pollutant or contaminant as defined by 42 U.S.C. § 9601(33), and any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws. "Improvements"means all improvements,buildings, structures and fixtures now or hereafter situated,placed, constructed or installed on any portion of the Project Land or the Entertainment Venue Parcel, including, but not limited to,the Condominium Improvements and the Entertainment Venue, and all equipment, apparatus, machinery, fittings and appliances appertaining thereto, and any additions to, substitutions for, changes in or replacements of,the whole or any part thereof. Appendix 1 (16) "Indenture" means the Indenture of Trust, or an agreement of similar name and purpose,to be entered into by the CDA and the CDA Bond Trustee, which shall provide for the issuance and administration of the CDA Bonds. "Institutional Lender"means a savings bank, savings and loan association, commercial bank,trust company, credit union, insurance company, college, university,publicly traded real estate or mortgage investment trust, provider of commercial mortgage backed securities, or a pension fund having capital and surplus (or the economic equivalent) in excess of One Hundred Million Dollars ($100,000,000.00). The term"Institutional Lender" shall also include other lenders of substance which perform functions similar to any of the foregoing, and which have assets in excess of One Hundred Million Dollars ($100,000,000.00)at the time the loan is made,who or which are generally regarded in the real estate finance field, at the time in question, as an institutional lender. "Knight-Wagner Revenues"means the state sales and use tax revenues remitted to the City or the CDA on a quarterly basis by the State Comptroller pursuant to §15.2-5933 of the Virginia Code. "Land Records"means the official land records in the Clerk's Office of the Circuit Court of the City of Virginia Beach, Virginia. "Land Use Approvals" means the approvals required pursuant to Sections 4.2.4 and 6.5. "Leasing Commitments"means binding contracts to lease by and between the Developer and tenants of the Project in the aggregate representing seventy-five percent(75%) of the square footage of the Commercial Units. "Loan Documents"means all documents evidencing, securing or otherwise relating to the Construction Loan(s), including but not limited to notes, deeds of trusts, Appendix 1 (17) assignments of leases, security agreements, loan agreements, construction loan agreements, guaranties, collateral assignments or indemnity agreements. "Master Plan" is defined in Section 4.6. "Meals Tax Revenues" means an amount equal to the revenues that would be generated by a 1.06%meals tax levied and collected within the CDA District pursuant to §35- 137 of the City Code,or any successor provision thereto. "Memorandum of Approval" is defined in Section 5.2.1(a)(ix). "Memorandum of Lease" means the memorandum of lease in statutory form relating to the Ground Lease,which will be recorded in the Land Records. "Memorandum of Understanding"means the Memorandum of Understanding, or an agreement of similar name and purpose,to be entered into by the CDA,the Developer,the City and the Authority,which shall provide for, among other things,the collection and allocation of Performance Grant Revenues in furtherance of the issuance of the CDA Bonds. "Mortgage Payoff Amount"means the aggregate of the outstanding principal balance, all accrued unpaid interest and all other sums due (but excluding any late fees, assumption fees,prepayment penalties or fees, or similar charges, if any under the Construction Loan through the date of the Declaration of Default Notice. "Non-City Grant Revenues" means an amount equal to (a)the Knight-Wagner Revenues and (b)the Special Tax Revenues. "Notice to Proceed" is defined in Section 6.2. "O&M Maintenance Contribution" is defined in Exhibit 7. "Oak View"means Oak View Group LLC, a Delaware limited liability company. "Office Facilities" means the commercial office facilities to be constructed on the Office Units and having the Office Features set forth on Exhibit 3. Appendix 1 (18) "Office Features"means the features set forth for the Office Units on Exhibit 3. "Office Units"means one or more condominiums upon which the Office Facilities will be constructed. "Option Period" is defined in Section 6.14. "Other Agreements" is defined in Section 6.13. "Other Project Components" is defined in Section 8.3.9. "Outside Closing Date"means the date specified (or to be specified) on the Schedule of Project Deadlines. "Outside Completion Date"means the date specified(or to be specified) on the Schedule of Project Deadlines. "Outside Due Diligence Date" is defined in Section 4.1. "Outside Financing Commitment Date"means the date specified(or to be specified)on the Schedule of Project Deadlines. "Parking Construction Fund"means the Parking Construction Fund, or a fund of similar name and purpose,to be established under the Indenture, which shall serve as the construction fund for the Parking Facilities to be financed with CDA Bond proceeds and/or a portion of the City Contribution. "Parking Facilities"means structured parking facilities for the number vehicles specified in the Master Plan having the Parking Features set forth in Exhibit 3. "Parking Facilities Development Fee" is defined in Section 5.5. "Parking Features"means the features set forth for the Parking Units on Exhibit 3. "Parking Units"means one or more condominiums upon which the Parking Facilities will be constructed. Appendix 1 (19) "Parking Units Purchase Price"means the purchase price for the Parking Units and the Public Improvements to be constructed thereon established pursuant to Section 5.2.1, which will not exceed $30,000.00 per parking space constructed. "Party"or Parties"means, at any particular time,the Authority and the Developer. "Performance Grant" is defined in Section 6.10. "Performance Grant Payments"means the quarterly payments of the Performance Grant Revenues appropriated by the City Council and made available to the Developer pursuant to the terms of the Performance Grant. "Performance Grant Revenues"means the City Grant Revenues and the Non-City Grant Revenues. "Performance Standards"means that the Project to be developed and operated on the Project Land will be developed, operated and maintained on par with other then-existing high quality, first-class urban mixed-use developments. Current examples of such developments as of the Effective Date are the Virginia Beach Town Center, The Battery Atlanta and The Wharf (D.C.). "Person"means any individual, partnership, limited liability company, corporation,trust, unincorporated association or joint venture, a government or any Governmental Body or any other entity. "Petition" is defined in Section 8.3.1. "Potential Development Areas"means the areas set forth on Exhibit 1. "Pre-Development Budget"means the monetary budget which is attached to this Agreement as Exhibit 5,which itemizes certain authorized expenditures during the Pre- Development Phase, as that budget may be modified jointly by the Parties from time to time. "Pre-Development Conclusion Letter" is defined in Section 5.2.1(e). Appendix 1 (20) "Pre-Development Contribution"means the dollar amounts contributed by the Authority and the Developer,respectively, to the Pre-Development Contribution Escrow to pay all of the expenses of development of the Project incurred during the Pre-Development Phase, as more specifically described in Section 5.2.1. Initially,the Developer shall contribute One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) and the Authority shall contribute One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) into the Pre- Development Contribution Escrow at the commencement of the Pre-Development Phase. In the event that a Party's contribution to the Pre-Development Contribution Escrow has been depleted, such Party will contribute additional funds in One Hundred Thousand Dollar($100,000.00) increments (or such other amounts as the Parties agree may be necessary to cover anticipated expenditures)to the Pre-Development Contribution Escrow necessary to cover such Party's share of expenses incurred in the Pre-Development Phase. "Pre-Development Contribution Escrow"means that certain escrow fund established with the Escrow Agent,pursuant to the Pre-Development Contribution Escrow Agreement. "Pre-Development Contribution Escrow Agreement"means that certain escrow agreement by and among the Authority,the Developer and Escrow Agent. Such escrow agreement shall provide (a) for submission of invoices by the Developer and the Authority to the Escrow Agent,with copies to the other party, and the right for each party to approve expenditures the other prior to disbursement, and (b)that any portion of each Party's respective contribution that has not been disbursed to cover expenses of such Party prior to Closing will be paid to the applicable Party at Closing. "Pre-Development Phase"means the period of time described in Section 5.2.1(e), during which time the Parties will endeavor to reach agreement on the Preliminary Plans and Appendix 1 (21) Specifications,the Development Plans,the Development Budgets and all of the Other Agreements, as further described in Section 5.2.1, and the Developer will enter into the Entertainment Venue Construction Contract and the Condominium Units Construction Contract with the General Contractor. "Pre-Development Phase Outside Date" means the date set forth on the Schedule of Project Deadlines, unless extended as set forth in this Agreement. "Preliminary Plans and Specifications"means the preliminary site plan for the Project,the preliminary Design/Development Plans and/or the preliminary Construction Plans for the Project. "Preliminary Project Elements"means the elements and features for the Project described on Exhibit 3. "Preliminary Project Plan"means the conceptual Project layout plan attached to this Agreement as Exhibit 1. "Preliminary Master Plan" is defined in Section 3.1 "Pre-Stabilization Advances" is defined in Section 6.10.5. "Pre-Stabilization Period"means the first three years of the Grant Term. "Project" is defined in Recital R.7. "Project Construction Fund" is defined in Section 8.3.9. "Project Land"means, collectively, the Dome Properties, less and except the Entertainment Venue Parcel, and, as and when applicable,the Substation Parcel and(if applicable)the Supplemental Parcels. "Project Representative" is defined in Section 5.2.5. "Public Facilities" means, collectively,the Public Improvements and the Entertainment Venue. Appendix 1 (22) "Public Improvements" means the Parking Facilities and Streetscapes to be constructed on the Parking Units and the Public Units, respectively,pursuant to the Condominium Development Plans. "Public Units"means one or more condominiums units to be owned by the Authority upon which the Streetscapes will be constructed. "Public Units Purchase Price"means the purchase price payable by the Authority to the Developer for the Public Units and the Public Improvements constructed thereon as established pursuant to Section 5.2.1 and to be set forth in the Condominium Purchase Agreement. "RCRA"means the Resource Conservation and Recovery Act,42 U.S.C. §6901 et sq., as amended. "Refunding Bonds"means any revenue refunding bonds issued by the CDA pursuant to the CDA Act to refinance all or a portion of the outstanding principal amount of the CDA Bonds, provided, however,Refunding Bonds may be issued by the CDA only to (a) achieve net present value debt service savings, or(b)affect structural changes in the Indenture; and provided further,however, in no event shall Refunding Bonds be issued(i) in a principal amount exceeding the amount needed to pay the redemption price of the CDA Bonds to be refunded and any accrued interest thereon and any expenses related to the issuance of the Refunding Bonds and the refunding of the CDA Bonds or(ii) for a term longer than the original maturity date of the CDA Bonds. "Replacement Reserve Contribution" is defined in Exhibit 7. "Residential Facilities"means the multi-family dwelling units to be constructed on the Residential Units and having the Residential Features set forth on Exhibit 3. Appendix 1 (23) "Residential Features"means the features set forth for the Residential Units on Exhibit 3. "Residential Units" means one or more condominium units upon which the Residential Facilities will be constructed. "Revenue Stabilization Fund"means the Revenue Stabilization Fund, or a fund of similar name and purpose,to be established under the Indenture, which, subject to the provisions of Section 8.3.7, shall secure the payment of the CDA Bonds in the event that the Performance Grant Payments and Special Assessment Revenues are insufficient to pay debt service on the CDA Bonds. "Sales Tax Revenues"means an amount equal to the revenues that would be generated by a 1.5%state sales and use tax on transactions taking place in the CDA District, which amount shall be funded from moneys on deposit in the TIP Fund and appropriated by the City Council for such purpose. The Parties agree that the calculation of such amount shall be based on the sales and use transaction data provided by the Commonwealth to the City. "Schedule of Project Deadlines"means the schedule set forth in Exhibit 4 as amended and supplemented pursuant to this Agreement_ "Second Resubdivision Plat"means that certain plat to be recorded in the Land Records as soon as reasonably practicable following the Authority's acquisition of the Additional Land. "Special Admissions Tax"means a special admissions tax of$0.05 to be charged to persons actively participating in sporting events or athletic contests or activities within the CDA District(excluding any such activities at the Entertainment Venue). "Special Admissions Tax Revenues"means any revenues collected from the levy of the Special Admissions Tax. Appendix 1 (24) "Special Assessments" means the special assessments to be imposed on the property comprising the CDA District and pledged as security for the CDA Bonds. "Special Assessment Revenues"means the installments of the Special Assessments collected by the City and appropriated by the City Council and transferred to the CDA. "Special Property Tax" means a special tax of$0.25 per$100 of assessed value, or such other amount as the Parties,the City and the CDA may determine is necessary and appropriate to finance the CDA Facilities,to be levied on any taxable real property or taxable leasehold property in the CDA District. "Special Property Tax Revenues"means any revenues collected from the levy of the Special Property Tax. "Special Service District"means the service district or districts created by City under §15.2-2400 et seq. of the Virginia Code, as expanded or additionally created from time-to- time to support the special services required by the Project. "Special Service District Levy"means the tax revenues collected in respect of the tax authorized under §15.2-2403 of the Virginia Code assessed against a property in the Special Service District, but excluding any penalties or interest relating to such revenues. "Special Tax Revenues"means(a)the Special Property Tax Revenues and (b)the Special Admissions Tax Revenues. "Specialists and Consultants"means(a)the Architect, (b)a cost estimator, (c) a geotechnical engineering firm, and (d) a civil engineering firm,together with such other planning, architectural, engineering, interior design and other specialists and consultants for the design and construction of the Public Facilities, as may be approved by the Authority pursuant to Section 4.2.1(a)(ii). Appendix 1 (25) "Sports or Entertainment Project Financing Fund"means the fund to be established by the City pursuant to §15.2-5932 of the Virginia Code. "Street Closure Pre-Conditions"means the conditions imposed on the closure of the applicable portions of 19th Street established by City Council. "Streetscapes" is defined in Recital R.7. "Streetscapes Construction Fund"means the Streetscapes Construction Fund, or a fund of similar name and purpose,to be established under the Indenture,which shall serve as the construction fund for the Streetscapes to be financed with CDA Bond proceeds and/or a portion of the City Contribution. "Substation Parcel"means that certain parcel of land located adjacent to the Entertainment Venue Parcel on 18th Street in the City, immediately to the east of the Entertainment Venue Parcel as shown on the First Resubdivision Plat. "Supplemental Parcels" means certain parcels that may be included in the Project Land as defined and described in Recital R.10 and Section 4.1.1. "Support Agreement" is defined in Section 2. "Surf Park Facilities"means the surf park to be constructed on the Surf Park Unit and having the Surf Park Features set forth on Exhibit 3. "Surf Park Features"means the features set forth for the Surf Park Unit on Exhibit 3. "Surf Park Unit"means a condominium containing approximately 3.5 acres upon which the Surf Park Facilities will be constructed. "Target Completion Date" is the date set forth (or to be set forth)on the Schedule of Project Deadlines. "Terminating Party"is defined in Section 5.2.1(e). Appendix 1 (26) "Term Sheet" is defined in Recital R.7. "TIP Fund"means Virginia Beach Tourism Investment Program Fund "Toxic Substance Control Act"means the Toxic Substance Control Act, 15 U.S.C. § 2601 et sec., as amended. "Transaction Documents"means this Agreement,the Ground Lease,the Garage Parking Agreement,the Cure Rights Agreement,the Support Agreement,the Condominium Documents, and each other document or instrument to be executed and delivered by a Party in connection with this Agreement. "Virginia Code"means the Code of Virginia(1950), as amended. Appendix 1 (27) EXHIBIT 1 PRELIMINARY PROJECT PLAN r t -- .1,. . ✓ f "7m.. 4 ~. , 1- OOMt eRO:te�O iit ' s k� :OTGti'iA_OGYGLOo�.sGti'AiGAl - _,f P e . fi�•,!�...1 ` '' ! _` !x T r`! �!. SJ G1fA•pt PARCl. liyAr ue `( a # - p- s .. • k k ma`s 4 - ' ✓ # 4 411,' a*Ii*IA �� , f ,• v-. lrr =` t z .1 f 4 .. c+''' t- - a s5 s 7--,, Exhibit 1 (1) EXHIBIT 2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this "Support Agreement") is entered into as of the day of ,20_,by and between the CITY OF VIRGINIA BEACH,a municipal corporation of the Commonwealth of Virginia (the "City") and the CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia(the "Authority"). RECITALS: A. Subject to the execution and delivery of this Support Agreement by the City, the Authority is willing to enter into certain contractual arrangements with Atlantic Park, Inc., a Virginia corporation(the"Developer")for the development of a comprehensive mixed use project on the site of the former Dome Site at the Virginia Beach Oceanfront (the "Project") being developed in the City of Virginia Beach, Virginia, all in accordance with the Dome Site Development Agreement dated ,2019(the"Development Agreement")by and between the Developer and the Authority. B. Pursuant to the Development Agreement, the Developer has agreed to design and construct the Project, including certain elements of the Project to be owned by the Authority. C. As set forth in the Development Agreement, the Authority and Developer will petition the City for the creation of a community development authority (the "CDA")pursuant to the CDA Act to facilitate the development and financing of the CDA Facilities within the Project (with all terms not otherwise defined herein being defined in the Development Agreement). Exhibit 2 (1) D. Pursuant to the Development Agreement, the Authority will contribute funds for the acquisition of certain elements of the Project and will contribute funds for use by the CDA as more particularly described in the Development Agreement. E As an inducement to the Authority to continue its undertakings with respect to the Project and to enter into the Development Agreement,the City is willing, subject to appropriation by City Council, to make funds available to the Authority as required to meet the Authority's obligations under the Development Agreement. F. The Authority and the City desire to enter into this Support Agreement for the purpose of coordinating their respective rights and obligations with respect to the Project including the CDA. AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS Unless the context requires,the capitalized terms used herein shall, for all purposes of this Support Agreement, have the meanings set forth in the Development Agreement, including Appendix 1 to Dome Site Development Agreement. In addition, the following additional capitalized terms shall have the following specified meanings: (a) "City's Representative" shall mean the City Manager or his designee. (b) "Authority's Representative" shall mean the City's Director of Economic Development or his designee. Exhibit 2 (2) ARTICLE II CITY'S UNDERTAKINGS Subject to appropriation by City Council, the City agrees to contribute sufficient funds to the Authority in amounts and at times as are necessary to allow the Authority to comply with its obligations under the Development Agreement(in the form of grants)on the written request of the Authority to pay the reasonable costs of the Authority's obligations under the Development Agreement,which includes which includes obligations to the CDA. ARTICLE III AUTHORITY'S UNDERTAKINGS 3.1. Certain Payments to City. The Authority shall remit promptly to the City(a)any excess funds disbursed to the Authority by the City after all monetary obligations of the Authority under the Agreement have been satisfied, and (b) any other income (in excess of operating expenses and reserves) received by the Authority resulting from its ownership any asset acquired pursuant to the Development Agreement. 3.2. No Liens, etc. Except as expressly permitted by the Transaction Documents, the Authority shall not grant or suffer to exist any lien on or security interest in or otherwise encumber the Authority's right, title and interest in and to the Development Agreement, or any payments payable to it under such agreement without, in each instance, the City's prior written consent, which may be withheld in its sole discretion. 3.3. Timely Performance of Obligations. The Authority shall timely perform its obligations under the Development Agreement and the other Transaction Documents. Exhibit 2 (3) ARTICLE IV AMENDMENTS AND WAIVERS WITH RESPECT TO DEVELOPMENT AGREEMENT 4.1. No Consents or Amendments. The Authority shall not cancel, amend or modify any of the provisions of the Agreement without the prior written consent of the City's Representative. 4.2. Notice of Defaults; No Waiver. The Authority shall promptly notify the City in writing if any material default occurs under the Development Agreement and the Authority shall not waive or grant any extension of time for curing any default beyond any applicable grace period set forth in the Development Agreement without the prior written consent of the City's Representative. ARTICLE V MISCELLANEOUS PROVISIONS 5.1. Notices. Unless otherwise provided in this Support Agreement, all notices, demands or requests from one party to another may be personally delivered or sent by mail, certified or registered, return receipt requested, postage prepaid to the addresses below, and shall be deemed to have been given at the time of personal delivery or at the time of receipt.All notices, demands or requests from the City to the Authority shall be given to the Authority at: Chair City of Virginia Beach Development Authority 4525 Main Street, Suite 700 Virginia Beach,Virginia 23462 With a copy to: Director of Economic Development City of Virginia Beach 4525 Main Street, Suite 700 Virginia Beach,Virginia 23462 Exhibit 2 (4) All notices, demands or requests from the Authority to the City shall be given to the City at: City Manager City of Virginia Beach Municipal Center Virginia Beach, Virginia 23456 Either party may change its address for notices from time to time by giving notice of its new address to other party pursuant to this Section 5.1. 5.2. Assignment. Neither the City nor the Authority shall have the right to assign or transfer its respective rights,liabilities and obligations under this Support Agreement to any person without the prior written consent of the other party. Subject to the foregoing, this Support Agreement shall be binding upon, inure to the benefit of and be enforceable by the City and the Authority and their respective successors and permitted assigns. 5.3. No Third Party Beneficiaries. No person, including without limitation, Developer, shall be a third party beneficiary of this Support Agreement. 5.4. Entire Agreement; Amendments. This Support Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations,representation, statements or agreement,whether written or oral,between the parties hereto. This Support Agreement may be amended only by a written agreement executed and delivered by each party hereto. 5.5. Relevant Law. This Support Agreement shall be governed by Virginia law. All actions relating to this Support Agreement shall be instituted and litigated in state or federal courts sitting in Virginia. 5.6. Partial Invalidity. If any term or provision of this Support Agreement or the application thereof to any person or circumstance shall to any extent be held invalid or Exhibit 2 (5) unenforceable by a court of competent jurisdiction,the other provisions of this Support Agreement, or the application of such provisions to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Support Agreement shall be valid and be enforced to the fullest extent permitted by law. 5.7. Counterparts. This Support Agreement may be executed in any number of counterparts and all such counterparts together shall constitute but one and the same agreement. IN WITNESS WHEREOF,this Support Agreement has been executed on behalf of the Authority and the City as of the date first above written. CITY OF VIRGINIA BEACH CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY By: By: City Manager/Designee ChairNice Chair Exhibit 2 (6) EXHIBIT 3 PRELIMINARY PROJECT ELEMENTS The Project will include an estimated 415,000 SF of mixed-use commercial development anchored by additional square footage of residential and entertainment uses that will provide a vibrant atmosphere and full time occupancy through the contemplated mix of uses in the heart of the Central Beach Entertainment District. The final mix of uses and square footage will be determined during the Due Diligence Phase and further finalized during the Pre-Development Phase, subject to adjustment depending on acquisition of the Supplemental Parcels. The Project Elements include: 1. Mixed-used commercial tenant spaces including retail, experiential retail, attractions and food& beverage 2. Class A commercial office spaces 3. An estimated 425 multi-family residential dwelling units(apartments) for market-rate yearly rental 4. A Wavegarden Lagoon surf park with supportive retail, cabanas, mechanical and park amenities 5. A state of the art music and entertainment venue accommodating approximately 3500 patrons 6. Structured parking garages integrated in the mixed use development with an estimated 1935 spaces 7. Upgraded hardscapes and landscapes and pedestrian/common area,pedestrian bridges and other features customarily found in a first-class urban mixed-use development All Project Elements will be on par with high quality, first-class urban mixed-use developments such as the Virginia Beach Town Center, The Battery Atlanta, The Wharf(D.C.), etc. Exhibit 3 (1) EXHIBIT 4 SCHEDULE OF PROJECT DEADLINES 1. Outside Due Diligence Date (4.7):Nine (9)months after the Effective Date 2. Outside Financing Commitment Date (3.4): To be established in Due Diligence Phase. 3. Pre-Development Phase Outside Date (5.2.1(e)): Twelve (12) months after the expiration of the Due Diligence Phase. 4. Outside Closing Date (10.3): To be established in Pre-Development Phase 5. Target Completion Date (3.3): To be established in Pre-Development Phase 6. Construction Schedule (3.3): To be established in Pre-Development Phase (a) Construction Commencement Date: (b) [other milestone dates] (c) Outside Completion Date: Exhibit 4 (1) EXHIBIT 5 PRE-DEVELOPMENT BUDGET 26-5ep-19 %Completion of Comprehensive Design Atlantic Park Agreement Fee Allocations Documentation /1 South Block-Entertainment Venue S 795 000 50% North Block-Commercial S 125,000 30% North Block-Apartments S 248,000 30% North Block-Parking S 296,000 30% Norhtwest Block-Commercial S 340,000 30% - «_' Northwest Block Parking S 247.000 30% Norht*est Block-Apartments S 267,000 30% Surf Park $ 520,000 30% 4 Public Common Areas $ 162,000 30% a Comprehensive Agreement Fee Total $3,000,000 City Allocation for Comprehensive Agreement - ?,500.000 Venture Realty Group AllocationSi,500,000 Exhibit 5 (1) EXHIBIT 6 GROUND LEASE [TO BE AGREED UPON AND MEMORIALIZED IN THE DUE DILIGENCE PHASE] Exhibit 6 (1) EXHIBIT 7 GARAGE PARKING AGREEMENT The Garage Parking Agreement will be a lease of parking spaces in the applicable parking garage supporting the facility in question. The parking to be leased will be for the residential components of the Project only. The number of parking spaces will be calculated based upon one (1) space per residential unit. Rent for the parking spaces will be one dollar ($1.00)per space per year plus reimbursement of applicable share of operation and maintenance costs (the"O&M Maintenance Contribution")and contributions towards a"Replacement Reserve" (the"Replacement Reserve Contribution"). The O&M Maintenance Contribution will include a percentage of personnel costs for administration and parking enforcement. The Garage Parking Agreement will provide for a means of special access for residential occupants through the access control system for the applicable garage. The Garage Parking Agreement will provide for the ability for office building users to lease both reserved and unreserved parking spaces in the applicable garage serving the office facility in question at the then-current rates for City/Authority owned and controlled parking garages, as such policies may be modified from time to time. Parking will be supplied to all user groups on a shared basis without a large grouping of reserved spaces for specific user groups. The Garage Parking Agreement will specify terms and conditions for a limited amount of reserved spaces that may be purchased by both residential and office occupants at then-current market rates. The Garage Parking Agreement will create general parking rules, establish user access and time restrictions, specify terms for parking rates and contain provisions defining and addressing payment of the O&M Maintenance Contribution and Replacement Reserve Contribution. Users of other components of the Project will obtain access and parking in accordance with then-current procedures for access and parking for the general public. The Authority will maintain management and control of all parking garages,which will be operated and managed in accordance with then-existing policies and procedures for public parking garages in the City of Virginia Beach. Exhibit 7 (1) EXHIBIT 8 The Code of the City of Virginia Beach provides requirements for DMBE-certified small business enhancement. See City Code § 2-224.1 et seq. The Parties agree that these requirements will apply to this Agreement. The Developer is required to submit a DMBE-certified Subcontracting Participation Plan (the "Plan"), attached hereto, detailing, at a minimum: • Whether the contractor intends to utilize any subcontractors; • What, if any, DMBE-certified business subcontractors the contractor intends to utilize; • The work to be performed by each DMBE-certified business; • The estimated dollar amount to be paid to each DMBE-certified business,performing work as a subcontractor; The Developer shall submit the Plan within 48 hours of the Developer's award of the contract to its General Contractor. The City Department of Finance,Purchasing Division is available to assist in the preparation of such plan through the development of an outreach list. The Plan must either(i) provide for at least 50%of the value of the subcontracted work to be provided by a DMBE-certified business or businesses; or(ii)provide detailed documentation showing,with specificity,the efforts undertaken by the prospective contractor to meet the 50% usage requirement. Any determination of whether such efforts meet the requirements of the City Code shall be made by the City Department of Finance, Purchasing Division. The Plan shall become a part of the underlying agreement. The Developer may update the Plan, in the event that unforeseen circumstances arise with relation to any DMBE-certified business identified for participation. Such circumstances include, but are not limited to: unforeseen closure, or other circumstance which renders the DMBE-certified business inoperable; failure of the DMBE-certified business to perform the contracted scope of work as specified in the executed subcontract agreement; or consistent non-or poor performance of the specified scope of work as negotiated. The Developer will be required to provide the City monthly updates as to payments made to the subcontractors listed on the Plan,via the Monthly DMBE-certified Subcontractor Payment Data Exhibit 8 (1) Sheet, attached hereto. Prior to final payment, each contractor shall submit a report documenting its efforts undertaken in compliance with the Plan. A contractor will not receive final payment under a contract until it submits documentation of actual DMBE-certified business usage. The report shall include, at a minimum: a. A statement detailing all DMBE-certified subcontractors utilized; b. A list of all DMBE-certified subcontractors utilized; c. A brief description of the work performed by each DMBE-certified subcontractors; d. The amount paid to each DMBE-certified subcontractor; and e. Supply monthly updates as to payments made to its DMBE-certified subcontractors via the CVAB—E form (attached for reference). Exhibit 8 (2) EXHIBIT 9 RESERVED Exhibit 9 (1) EXHIBIT 10 CONSTRUCTION ADDENDUM [TO BE AGREED UPON DURING DUE DILIGENCE PHASE OR THE PRE-DEVELOPMENT PHASE] Exhibit 10 (1) EXHIBIT 11 CURE RIGHTS AGREEMENT THIS CURE RIGHTS AGREEMENT, dated as of the day of , 201_, between CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia (the "Authority"), a grantor and grantee for purposes of indexing; ATLANTIC PARK, INC., a Virginia corporation (the "Developer"), a grantor and grantee for purposes of indexing; and , a (the "Construction Lender"), a grantor and grantee for purposes of indexing. RECITALS: R-1. The Authority and the Developer are parties to a certain Development Agreement dated , 2019 (the "Development Agreement") relating to the development of the Project, including the development and construction of certain Developer Improvements on the Developer Units, all as more particularly defined and described in the Development Agreement. R-2. The Construction Lender intends to make a [$ ] loan (the "Construction Loan")to the Developer for the development and construction of certain aspects of the Project, which will be evidenced by a certain note (the "Note") made by the Developer and secured by a certain deed of trust ("Deed of Trust"), encumbering, among other things, the Developer's interest in the Developer Units to be recorded simultaneously herewith and [immediately] subsequent hereto, and certain other documents (collectively with the Note and Deed of Trust, the "Loan Documents") more particularly described on Exhibit A to this Agreement. R-3. As contemplated by Section 13.5 of the Development Agreement, the Authority, the Developer and the Construction Lender (each individually a "Party", and collectively the "Parties"), desire to enter into this Agreement to memorialize their understanding and agreement with respect to matters relating to the Transaction Documents and the Loan Documents and the transactions evidenced and contemplated thereby. NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, and in order to induce Construction Lender to make the Loan and induce the Authority to enter into the Transaction Documents,the Parties hereby agree as follows: 1. Definitions. For purposes of this Agreement, unless otherwise defined to the contrary in this Agreement, the capitalized terms used in this Agreement shall have the corresponding meanings specified for such items in the Development Agreement. Additionally, the rules of usage set forth in Appendix 1 to the Development Agreement shall apply to this Agreement. 2. Development Agreement. The Authority hereby recognizes the Construction Lender as a "Construction Lender" under the Development Agreement, entitled to all rights, notices and protections provided to the Construction Lender pursuant to the Development Agreement. Exhibit 11 (1) (a) So long as the Construction Loan is in effect and written notice thereof has been delivered to the Authority, (A) no amendment or modification of the Development Agreement shall be made without the prior written consent of the Construction Lender, and (B) the Authority will not accept a voluntary termination or cancellation of the Development Agreement from the Developer without the prior written consent of the Construction Lender. (b) The Authority agrees to send the Construction Lender a copy of any notice, demand or other communication under the Development Agreement and/or any other Transaction Documents (collectively "Notice") simultaneously with sending such Notice to the Developer, provided that the Developer or the Construction Lender furnishes to the Authority in writing the Construction Lender's address(es)for such Notices. The Construction Lender shall have the right, but no obligation to, remedy the default by the Developer under the Development Agreement or any other Transaction Document or causing the same to be remedied and any such payment or performance by the Construction Lender shall have the same effect as if performed by the Developer. In the case of any default by the Developer,then, so long as the Construction Lender undertakes in writing to cure any such default that is susceptible of being cured,the Authority shall take no action with respect to the subject defaults without giving the Construction Lender reasonable time within which either (i) to obtain possession of the Developer Units (including possession by receiver) and cure such default in the case of a default that is susceptible of being cured when the Construction Lender has obtained possession, or (ii) to institute foreclosure proceedings and complete such foreclosure,or otherwise acquire the Developer's interest under in the Developer Units, with diligence and continuity in the case of a default that is susceptible of being cured by the Construction Lender. However, the Construction Lender shall not be required to continue such possession or continue such foreclosure proceedings if the subject default shall be cured. Neither the Construction Lender nor any of its Affiliates or any other entity which acquires the Developer's interest under the Development Agreement through foreclosure or assignment in lieu of foreclosure shall have any obligation to cure any default by the Developer under the Development Agreement or any other Transaction Document which is not susceptible of being cured by such acquirer. (c) The Construction Lender's address for Notice purposes in accordance with this Agreement is as follows: Construction Lender: 3. Development Agreement Cure Rights. Pursuant to Section 13.5 of the Development Agreement,the Authority,the Developer and the Construction Lender covenant and agree as follows: (a) Upon the occurrence and continuance of any "Developer's Event of Default" under Section 13.3 of the Development Agreement, the Authority may deliver written notice thereof(a"Declaration of Default Notice") to the Developer and the Construction Lender. Exhibit 11 (2) The Declaration of Default Notice shall include, at a minimum, a description of the Developer Event of Default which triggered the delivery of the Declaration of Default Notice, and copies of all supporting documentation relevant to the information set forth in the Declaration of Default Notice reasonably available to the Authority. (b) (i) The Construction Lender shall have ninety(90)days after its receipt of a Declaration of Default Notice to elect, by written notice to the Authority, to (A) commence efforts to cure the subject Developer Event of Default and/or (B) commence efforts to foreclose upon or pursue other remedies at law or in equity or otherwise obtain title to the Developer Units and thereafter commence or resume the construction of the Improvements pursuant to the Development Agreement and the other Transaction Documents. (ii) If the Construction Lender elects to take over and continue construction of the Improvements pursuant to the Development Agreement and cure any Developer Event of Default,then the Construction Lender shall,within ninety(90)days following its election, (i) proceed to foreclose upon or otherwise obtain title to the Developer Units and associated Developer Improvements and thereafter diligently prosecute such foreclosure to completion or (ii)pursue such other remedies at law or in equity which the Construction Lender may have available and to cause the commencement and/or resumption of construction of the Improvements in accordance with the Development Agreement within sixty (60) days after obtaining title thereto. The Authority acknowledges that the Construction Lender may be delayed in proceeding in accordance with the foregoing due to either(A) any requirement to obtain relief from any automatic stay in bankruptcy or other creditor's rights proceeding,or(B)any requirement to obtain a final non-appealable judgment in any other proceeding or litigation the resolution of which is a prerequisite to the Construction Lender obtaining possession of the Developer Units, title to the above or otherwise effecting a cure. (iii) If the Construction Lender fails to exercise its option described in subsection(i)above within ninety(90)days after its receipt of a Declaration of Default Notice,or if the Construction Lender exercises such option,but thereafter fails to diligently and continuously pursue such efforts to obtain possession of the Developer Units or to resume such construction within sixty (60) days after it obtains such possession, then the Authority may, at any time thereafter,by written notice to the Developer and the Construction Lender,terminate the right of the Developer and/or the Construction Lender to complete the construction of all or any portion of the Improvements, and proceed to complete or cause the Completion of the construction of all or any portion of the Improvements on its own, including taking all actions necessary to obtain other subordinate or replacement financing, resolve mechanic's and materialmen's liens, enter into amendments or modifications of contracts with the General Contractor(s) or enter into new contracts with the General Contractor(s), and convey all or any portion of the Improvements to a third party to complete such Improvements and such other actions as may be necessary or advisable to complete all or any portion of the Improvements. (c) In addition to the above, if the Developer Event of Default is (x) an event described in Section 13.3.5 of the Development Agreement, or (y) an event described in either Section 13.3.6 or Section 13.3.7 of the Development Agreement(any such event being referred to as a "Termination Default Event"), then if such Termination Default Event has not been cured within the time allowed therefor as provided in the respective section,the Authority shall have the Exhibit 11 (3) right,at the Authority's option,to terminate the Development Agreement and the other Transaction Documents(the"Termination Event")by giving written notice(a"Termination Exercise Notice") to the Developer and the Construction Lender at any time prior to the cure thereof,whereupon (i) if such Termination Default Event is the Termination Default Event described in Section 13.3.5 of the Development Agreement, the Ground Lease will terminate and ownership of the Developer Units will automatically vest in the Authority subject to the lien of the Deed of Trust held by the Construction Lender, without payment of any consideration or other compensation to the Developer; or(ii) if such Termination Default Event is a Termination Default Event described in either Section 13.3.6 or Section 13.3.7 of the Development Agreement,(x)the Ground Lease will terminate and ownership of the Developer Units will automatically vest in the Authority without payment of any consideration or other compensation to the Developer, and (y) title to all Improvements constructed by the Developer will transfer to the Authority, both subject to the lien of the Deed of Trust held by the Construction Lender, without payment of any consideration or other compensation to the Developer; provided, however, under either circumstance pursuant to either(i)or(ii) above,the lien of such Deed of Trust shall be limited to an amount not to exceed the Mortgage Payoff Amount defined in the Development Agreement.The rights of the Authority under this Paragraph 3(c) shall be a second lien on the Developer Units and any Improvements constructed thereon, subject only to the first priority lien of the Deed of Trust held by the Construction Lender. (d) (i) The Authority will provide the Construction Lender with written notice(a"Termination Notice")of the occurrence of the Termination Event and the right to acquire the Developer's former interest in the Developer Units and the Improvements and to take over and assume the Developer's rights and obligations under the Development Agreement. The Construction Lender must make such election within ninety (90) days after such Termination Notice and recommence construction of the Improvements within one hundred twenty(120)days after such Termination Notice (subject to extension as may be necessary for the Construction Lender to obtain relief from any automatic stay in bankruptcy or to diligently pursue foreclosure) and thereafter diligently pursue the Improvements to Completion. Such termination right for the Authority shall continue to apply following any such assumption, except that the deadlines under this Agreement (and the Development Agreement) will be extended for the period of time from the date of such Termination Notice to the date the Construction Lender recommences construction of the Improvements. (ii) Notwithstanding anything contained herein to the contrary, if the Construction Lender does not exercise its rights set forth in Paragraph 3(b) above, and the Authority elects (or has elected) to exercise its rights set forth in Paragraph 3(c) above upon the occurrence of a Termination Default Event, then Authority (or its assignee) shall take title to the Developer Units and Developer Improvements subject to the lien of the Deed of Trust held by the Construction Lender and have the right to either (i) assume the Loan (in which event the total outstanding balance of the Loan as of the date of such assumption shall be limited to the Mortgage Payoff Amount), or (ii) payoff or purchase the Loan for an amount not to exceed the Mortgage Payoff Amount, in which event the Construction Lender will release the Deed of Trust of record in the event the Authority elects to pay off the Loan or assign to the Authority all of the Construction Lender's right,title and interest into the Loan Documents in the event the Authority elects to purchase the Loan. Exhibit 11 (4) (e) Notwithstanding the foregoing or any provisions of this Agreement or the Development Agreement to the contrary, at any time after the Authority issues a Declaration of Default Notice, the Authority has the right to (i) terminate the Development Agreement with respect to the Entertainment Venue, assume ownership of the Entertainment Venue (including such portion thereof constructed to date), assume the Entertainment Venue Construction Contract and assume all Contracts and Plans related to the Entertainment Venue pursuant to the Conditional Assignments upon written notice to the Developer and the Construction Lender,and(ii)terminate the Development Agreement with respect to all or any portion of the Public Improvements,assume ownership of such Public Improvements (including such portion thereof constructed to date), partially assume the Condominium Improvements Construction Contract with respect to such Public Improvements and assume all Contracts and Plans as they relate to such Public Improvements pursuant to the Conditional Assignments upon written notice to the Developer and the Construction Lender. 4. Loan Documents. The Authority and the Construction Lender covenant and agree that the Authority shall have all obligations, rights and benefits of"City" and the Construction Lender shall have all obligations, rights and benefits of"Lender" under the Loan Documents, including but not limited to the obligations, rights and benefits under Sections of the [NOTE: To be completed and revised upon review of Loan Documents. Paragraph 6 below has been added to address the additional loan purchase and assumption rights and other cure rights but additional provisions may need to be set forth.] 5. Conditional Assignments. Pursuant to the Conditional Assignments,the Developer has assigned to the Authority all Contracts and Plans as necessary for completion of construction of the Developer Improvements. The Authority acknowledges and agrees that the Conditional Assignments are subject and subordinate to the rights of the Construction Lender under the Loan Documents, and the Construction Lender acknowledges that the Construction Lender's rights in such Contracts and Plans are subject to the terms and conditions of the Transaction Documents. 6. The Authority's Cure Rights. (a) The Construction Lender agrees to send the Authority a copy of any notice, demand or other communication relating to a default under the Construction Loan and/or the Loan Documents (collectively "Loan Default Notice") simultaneously with sending such Loan Default Notice to the Developer. The Authority shall have the right, but no obligation, to remedy any default by the Developer under the Construction Loan,or cause the same to be remedied, and any payment or performance by the Authority shall have the same effect as if performed by the Developer. In case of any default by the Developer under the Construction Loan,then, so long as the Authority undertakes in writing to cure any such default that is susceptible to being cured,the Construction Lender shall take no action with respect to the subject defaults without giving the Authority reasonable time within which either to(i)obtain possession of the Developer Units and cure such default in the case of a default that is susceptible of being cured when the Authority has obtained possession, or (ii) institute default proceedings under the Transaction Documents or otherwise acquire or terminate the Developer's interest under the Transaction Documents, with diligence and continuity in the case of a default that is susceptible of being cured by the Authority. Exhibit 11 (5) However,the Authority shall not be required to continue such possession or continue such default proceedings if the subject default under the Construction Loan shall be cured. Neither the Authority nor any other entity which acquires the Developer Units shall have any obligation to cure any default by the Developer under the Construction Loan and/or any of the Loan Documents which is not susceptible of being cured by such acquirer. (b) Upon the occurrence and continuance of any event of default under the Construction Loan beyond any applicable notice and cure periods(a"Loan Default"),prior to and as a condition to proceeding with a foreclosure under the Deed of Trust and otherwise exercising its rights and remedies under the Loan Documents, the Construction Lender agrees to give the Authority written notice thereof (a "Loan Default Declaration Notice"). The Loan Default Declaration Notice shall include,at a minimum,a description of the Loan Default which triggered delivery of the Loan Default Declaration Notice, and copies of all supporting documentation relevant to the information set forth in the Loan Default Declaration Notice reasonably available to the Construction Lender. The Authority shall have until the date (the "Election Date") that is ninety (90) days after the Authority's receipt of a Loan Default Declaration Notice to elect, by written notice to the Construction Lender, to either assume the Construction Loan or payoff or purchase the Construction Loan as provided under Paragraph 3(d)(ii)above. Notwithstanding the foregoing or anything contained herein to the contrary, if a Developer's Event of Default has occurred under the Development Agreement and the Authority has delivered a Declaration of Default Notice as provided under Paragraph 3(a)above,the Election Date shall be extended to the date that is thirty(30)days after the later of(i)the expiration of the Construction Lender's election period under Paragraph 3(b)above,or(ii)the date the Construction Lender delivers written notice to the Authority electing to take over and continue construction of the Developer Improvements and cure any Developer Event of Default pursuant to Paragraph 3(b)above. 7. Notices. Any notice required or permitted by or in connection with this Agreement shall be in writing and shall be made by email,facsimile or by hand delivery,or by Federal Express or other similar nationally recognized delivery service, or by certified mail, return receipt requested,addressed to the respective parties at the appropriate address set forth below(or to such other address as may be hereafter specified by written notice by the respective parties given in compliance with this Section). If notice is tendered pursuant to this Section and is refused, or intentionally evaded by the intended recipient thereof,the notice,nevertheless,shall be considered to have been given and shall be effective as of the date given as herein provided. Notice in the manner required herein shall be effective if given by any Party's attorney. To Authority: City of Virginia Beach Development Authority 4525 Main Street, Suite 700 Virginia Beach, Virginia 23462 Attention: Chair Facsimile: 757/499-9894 With a copy to: City Attorney City of Virginia Beach Municipal Center Exhibit 11 (6) Building One 2401 Courthouse Drive Virginia Beach, Virginia 23456-9004 Facsimile: 757/385-5687 And with a copy to: Singer Davis, LLC Attn: Stephen R. Davis, Esquire 1209 Laskin Road Virginia Beach, VA 23451 Facsimile: 757/628-5659 To Developer: Atlantic Park, Inc. 1081 19th Street, Suite 202 Virginia Beach, Virginia 23451 Attention: Michael A. Culpepper Facsimile: 757/491-7588 To Construction Lender: With a copy to: 8. Successors in Interest. This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and assigns. 9. Modification and Waiver. No modification or waiver of any provision of this Agreement, any exhibit or any document or instrument delivered in connection with the transactions contemplated by this Agreement, and no consent by any Party to any departure from the provisions of such documents,will be effective unless such modification or waiver is in writing and signed by a duly authorized representative of each Party. Any such modification or waiver will be effective only for the period and on the condition and for the specific instances and purposes set forth in such writing. No waiver of any condition, breach or default will be deemed to be a waiver of any subsequent condition, breach or default. No omission or delay by any Party in exercising any right or power under this Agreement,any exhibits or any documents or instruments relating to the transactions contemplated by this Agreement will impair such right or power or be construed to be a waiver of any default or any acquiescence therein. 10. Headings. The Section headings contained in this Agreement are for the convenience of the Parties only and are not a part of the substantive agreement between the Parties, nor will such headings be used in the interpretation or construction of any of the provisions of this Agreement. Exhibit 11 (7) 11. Applicable Law; Forum; Mediation. This Agreement will be construed, enforced and performed in accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts of laws. All actions relating to this Agreement shall be instituted and litigated in the Virginia Beach Circuit Court or the United States District Court for the Eastern District of Virginia,Norfolk Division. In the event of a dispute under this Agreement,either Party, by written notice, can demand mediation, and, in such event, the Parties agree to mediate any dispute in good faith and on an expedited basis. In the event neither Party demands mediation, or in the event the Parties are unable to resolve the dispute after good faith mediation, the Parties agree to pursue litigation expeditiously and without undue delay. 12. Counterparts. This Agreement may be executed in any number of counterparts and all counterparts taken together will be deemed to constitute one and the same instrument. [Signature Pages Follow] Exhibit 11 (8) IN WITNESS WHEREOF,the undersigned have duly executed this Agreement under seal as of the day of ,201_. AUTHORITY: CITY OF VIRGINIA BEACH DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia (SEAL) By: ATTEST: Name: Title: Secretary/Assistant Secretary [Chair] [Vice Chair] Date: COMMONWEALTH OF CITY/COUNTY OF ,to-wit: The foregoing instrument was acknowledged before me this day of 20_,by , as , of the City of Virginia Beach Development Authority, a political subdivision of the Commonwealth of Virginia, for and on behalf of the Authority. Notary Public My Commission Expires: Registration No.: [Signatures Continue on the Following Pages] Exhibit 11 (9) [Signature Page to Cure Rights Agreement] THE DEVELOPER: ATLANTIC PARK,INC., a Virginia corporation By: (SEAL) ,Manager Date: By: (SEAL) ,Manager Date: STATE OF CITY/COUNTY OF ,to-wit: The foregoing instrument was acknowledged before me this day of ,20_, by and , as Managers of Atlantic Park, Inc.,a Virginia corporation, for and on behalf of the corporation. Notary Public My Commission Expires: Registration No.: [Signatures Continue on the Following Page] Exhibit 11 (10) [Signature Page to Cure Rights Agreement] CONSTRUCTION LENDER: By: (SEAL) Name: Title: STATE OF CITY/COUNTY OF ,to-wit: The foregoing instrument was acknowledged before me this day of , 20 ,by , as of by and on behalf of said national banking association. Notary Public My Commission Expires: Registration No.: Exhibit 11 (11) EXHIBIT A Description of Loan Documents Exhibit 11 (12) I. PUBLIC HEARINGS 1. ALLOCATION OF EDWARD BYRNE JUSTICE ASSISTANCE GRANT Law Enforcement Purposes 2. AMENDMENT to FY 2019-20 CAPITAL BUDGET: Appropriation of$9-MILLION for Dome Site Development Acquisitions CITY OF VIRGINIA BEACH PUBLIC HEARING AMENDMENT TO THE FY 2019-20 CAPITAL BUDGET: Appropriation of $9,000,000 for Dome Site Development Acquisitions On Tuesday, November 12, 2019,at 6:00 p.m.in the City Council Chamber on the second floor of the City Hall Building, 2401 Courthouse Drive,Virginia Beach, Virginia, the Virginia Beach City Council will hold a Public Hearing on a proposed amendment to the FY 2019-20 Capital Budget.The amendment is necessary to appropriate, by ordinance,$9,000,000 from the Fund Balance of the Tourism Investment Program (TIP) Fund to a new capital project:9-068 "Dome Site Development Acquisitions." This Hearing is open to the public and all interested citizens will have an opportunity to be heard. Individuals desiring to provide written comments may do so by contacting the City Clerk's Office at 385-4303. If you are physically disabled or visually impaired and need assistance at this meeting, please call 385- 4303. Hearing impaired,TDD- 711. Amanda Barnes,MMC City Clerk Beacon:Sunday,November 3, 2019 J. FORMAL SESSION AGENDA 1. CONSENT AGENDA K. ORDINANCES/RESOLUTIONS 1. Resolution to APPOINT Jessica C. Koepf as Associate City Attorney, effective October 24, 2019 2. Resolution to REQUEST the General Assembly for$10-Million(cash) and $20-Million (interest free loan)to the City during its Special Session of November 18, 2019 re recovery from the events of May 315t 3. Resolution to ALLOW Virginia Beach, Chesapeake, Portsmouth,Norfolk and Suffolk to ESTABLISH a Broadband Authority under the Virginia Wireless Services Act 4. Ordinances to AMEND City Code Section: a. 7-58.1 re motorized scooters in the Resort Area and ADD Section 7-58.2 to require entities that offer sharable motorized mobility devices for hire to have a franchise license b. 21-230 re designation of Sullivan Boulevard between Aragona Boulevard and Haygood Road, Red Mill Boulevard between General Booth Boulevard and Warner Hall Drive to the Traffic Calming Ordinance 5. Ordinance to AUTHORIZE temporary encroachments into a portion of City Property known as Croatan Beach at the rear of 538 South Atlantic Avenue re maintain existing sprinkler system, stone bench wall, and construct walkway with stairs and observation deck 6. Ordinance to EXTEND the date to satisfy the conditions re closure of Lake Avenue, Oak Street, and portions of Locust Crescent and Ellis Avenue(Approved November 27, 2012) 7. Ordinance to APPROPRIATE $225,500 of Fund Balance from the Sheriff's Office Special Revenue Fund to the Sheriff's Office FY2019-20 Operating Budget re replacement of inmate property mobile shelving storage 8. Ordinance to ESTABLISH estimated $300,000 in revenues from Human Services to Police and INCREASE appropriations in the Police Department FY 2019-20 Operating Budget re Crisis Intervention Team(CIT) Security Center Overtime 9. Ordinances to ACCEPT and APPROPRIATE: a. $519,520 from Virginia Department of Transportation(VDOT) to Capital Project#4- 064, "City Bikeways and Trails Plan Implementation II"re asphalt path connecting Violet Bank Drive to Selwood Drive, Sherwood Lakes and Highgate Greens neighborhoods to Three Oaks Elementary School b. Grant Funds totaling$80,125 from the Edward Byrne Justice Assistance Grant to FY2019-20 Operating Budgets of the Sheriff's Office,Police Department,Juvenile and Domestic Relations Court,the Community Corrections and Pre-Trial Services Division 10. Ordinances to ACCEPT and APPROPRIATE from the Federal Emergency Management Agency(FEMA)to the Fire Department FY 2019-20 Operating Budget: a. $1,364,604 re support Urban Search and Rescue FEMA Team, Virginia Task Force 2 b. $1,107,810 re costs for the mobilization of the Urban Search and Rescue FEMA Team, Virginia Task Force 2 to areas impacted by Tropical Storm Barry and Hurricane Dorian 11. Ordinances to ACCEPT and APPROPRIATE from the Virginia Department of Emergency Management to the FY 2019-20 Fire Department Operating Budget: a. $44,802 re technical rescue training and purchase of equipment b. $10,358 re purchase of hazardous materials equipment c. $76,000 re swift water rescue training and purchase of equipment a`/-65"Via' iii w --,ilk CITY OF VIRGINIA BEACH AGENDA ITEM J ITEM: A Resolution Appointing Jessica C. Koepf to the Position of Associate City Attorney MEETING DATE: November 12, 2019 • Background: Section 2-166 of the City Code provides that "[t]he city council may, from time to time, upon recommendation of the city attorney, appoint such deputy and assistant city attorneys as it may deem necessary to serve at the pleasure of the city attorney." • Considerations: This Resolution appoints Jessica C. Koepf as an Associate City Attorney, effective October 24, 2019. She will serve as the City's Public Safety Attorney. • Recommendations: It is recommended that City Council adopt the attached resolution. • Attachments: Resolution Recommended Action: Adopt Resolution Submitting Department/Agency: City Attorney City Manager: J 1 A RESOLUTION APPOINTING JESSICA C. KOEPF TO THE 2 POSITION OF ASSOCIATE CITY ATTORNEY 3 4 BE IT RESOLVED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 5 VIRGINIA: 6 7 That pursuant to § 2-166 of the City Code, Jessica C. Koepf is hereby appointed to 8 the position of Associate City Attorney, effective October 24, 2019. 9 10 Adopted by the Council of the City of Virginia Beach, Virginia, on the day of 11 , 2019. APPROVED AS TO CONTENT AND LEGAL SUFFICIENCY: Mark D. Stiles, City Attorney CA14909 R-1 October 15, 2019 [ ."171''. jic% CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: A Resolution Requesting the General Assembly During its Special Session of November 18 to Provide Funding for Virginia Beach for Recovery from the Events of May 31, 2019 MEETING DATE: November 12, 2019 • Background: On May 31, an event that will live in infamy was visited upon the City of Virginia Beach. The event included the deaths of 12 persons including 11 City employees and a citizen and the grievous wounding of 4 others. These events took place in Building 2, also called the Operations Building. The City has determined that it will renovate the building for other uses rather than cause further distress and grief to the employees by requiring them to continue working in that building. The City Council had previously embarked on a process to fund a new City Hall due to the threat of a single point of mechanical failure in the current City Hall that would cause the immediate abandonment of that building. The City Council has provided $4 million for the preparation of design-build bridging documents for the renovation of Building 2, the renovation of the current Police Department Headquarters also known as Building 11, and the renovation of Building 1, the current City Hall building. In addition to the $50 million committed to the new City Hall, the cost of funding the design-build renovation for the three above named buildings is $79 million. The General Assembly will return to its Special Session on November 18, 2019 to respond to the work done by the State Crime Commission and other concerns. The expenses being born by the City of Virginia Beach and its citizens are beyond the City's ability to address alone without increasing its debt burden and limiting its capacity to fund other significant capital needs of the City such as schools and flooding. The City has already incurred and obligated $18.2 million in expenses to address the short and long term effects of the events of May 31 , 2019. • Considerations: The attached resolution requests the General Assembly allocate $10 million in cash and a $20 million no-interest loan, which was proposed during the Special Session in September through legislation introduced by Delegate Barry Knight of Virginia Beach. • Public Information: Normal Council agenda process. • Attachments: Resolution Requested by Mayor Dyer REQUESTED BY MAYOR DYER 1 A RESOLUTION REQUESTING THE GENERAL 2 ASSEMBLY DURING ITS SPECIAL SESSION OF 3 NOVEMBER 18 TO PROVIDE FUNDING FOR VIRGINIA 4 BEACH FOR RECOVERY FROM THE EVENTS OF MAY 5 31 , 2019 6 7 WHEREAS, on May 31 , an event that will live in infamy was visited upon the City 8 of Virginia Beach; and 9 10 WHEREAS, the event included the deaths of 12 persons including 11 City 11 employees and a citizen and the grievous wounding of 4 others; and 12 13 WHEREAS, these events took place in Building 2, also called the Operations 14 Building; and 15 16 WHEREAS, the City has determined that it will renovate the building for other uses 17 rather than cause further distress and grief to the employees by requiring them to continue 18 working in that building; and 19 20 WHEREAS, the City Council had previously embarked on a process to fund a new 21 City Hall due to the threat of a single point of mechanical failure in the current City Hall 22 that would cause the immediate abandonment of that building; and 23 24 WHEREAS, the City Council has provided $4 million for the preparation of design- 25 build bridging documents for the renovation of Building 2, the renovation of the current 26 Police Department Headquarters also known as Building 11, and the renovation of 27 Building 1 , the current City Hall building; and 28 29 WHEREAS, in addition to the $50 million committed to the new City Hall, the cost 30 of funding the design-build renovation for the three above named buildings is $79 million. 31 32 WHEREAS, the General Assembly will return to its Special Session on November 33 18, 2019 to respond to the work done by the State Crime Commission and other concerns; 34 and 35 36 WHEREAS, the expenses being born by the City of Virginia Beach and its citizens 37 are beyond the City's ability to address alone without increasing its debt burden and 38 limiting its capacity to fund other significant capital needs of the City such as schools and 39 flooding; and 40 41 WHEREAS, the City has already incurred and obligated $18.2 million to address 42 the short and long term effects of the events of May 31, 2019. 43 44 NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF 45 VIRGINIA BEACH, VIRGINIA: 46 That the General Assembly is requested to allocate $10 million in cash and a $20 47 million no-interest loan as was proposed during the Special Session in September 48 through legislation introduced by Delegate Barry Knight of Virginia Beach. Adopted by the Council of the City of Virginia Beach, Virginia, on the day of , 2019. APPROVED AS TO LEGAL SUFFICIENCY: ( ' Attor y s Office CA14908 R-2 November 1, 2019 ,Tc---,--.... t3 4.1 a; CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: A Resolution to Allow the Cities of Virginia Beach, Chesapeake, Portsmouth, Norfolk and Suffolk to Establish a Broadband Authority under the Virginia Wireless Services Act MEETING DATE: November 12, 2019 • Background: The cities of Virginia Beach, Chesapeake, Portsmouth, Norfolk and Suffolk ("Creating Cities") created a Broadband Steering Committee in order to advance efforts in regional broadband connectivity. The Broadband Steering Committee has determined that it is in the best interest of the region to form a broadband authority ("Southside Network Authority") under the Virginia Wireless Services Authority Act, Chapter 54.1 of Title 15.2 of the Code of Virginia, 1950, as amended (the "Act"). In order to form the Southside Network Authority, each of the Creating Cities must hold a public hearing and adopt an identical joint resolution with the same effective date (the "Resolution"). • Considerations: The Southside Network Authority would serve a public purpose by owning and managing the regional broadband network, which is focused on creating a "middle mile" infrastructure that will also support private internet service providers' ability to reach underserved and unserved neighborhoods, expand affordable services to the small business community and create the bandwidth to support "Big Data" research, incubators, accelerators and new start-ups. • Public Information: A presentation was given to City Council in open session on August 20, 2019. In accordance with the requirements of Virginia Code Section 15.2- 5431.5, the entire text of the proposed Resolution was advertised on September 15, 2019, which was thirty (30) days prior to the public hearing date of October 15, 2019 as required by the Act. Each of the Creating Cities also published the Resolution and held a public hearing accordingly. Substitute Version: Councilmember John Moss proposed a substitute version of the Resolution, attached as Exhibit A to the proposed draft agreement entitled "Comprehensive Agreement for Formation of a Wireless Service Authority". Mr. Moss submitted it to City Council members by cover letter dated September 24, 2019. These documents were posted online prior to the public hearing for public information and comment. Additional information requested by City Council at the public hearing was provided in City Council's Friday packet on October 25, 2019, and is also attached for informational purposes. • Attachments: Resolution, Mr. Moss' Cover Letter, Substitute Version of Comprehensive Agreement with Exhibit (Alternate Resolution), City Council's Friday Packet October 25, 2019 Page 2 of 2 Recommended Action: Adoption of Resolution c ,/ . Submitting Department/Agency: Information Technology City Manager:7L, 1 RESOLUTION 2 3 WHEREAS, the Cities of Chesapeake, Norfolk, Portsmouth, Suffolk, and Virginia 4 Beach (the "Cities") have determined that it is in the best interests of the citizens of the 5 Cities to form an authority under the Wireless Service Authorities Act to be known as 6 the Southside Network Authority, pursuant to the provisions of the Virginia Wireless 7 Service Authorities Act, Chapter 54.1 of Title 15.2 of the Code of Virginia, 1950, as 8 amended; and 9 10 WHEREAS, the Cities each find, jointly and severally, that creation of the 11 Authority will serve an essential public purpose by increasing the speed and availability 12 of broadband Internet and information services, enable private investment in the 13 marketplace to be better targeted to serving the public, as well as creating jobs and 14 increasing the tax base of the Cities and the region as a whole. 15 16 NOW THEREFORE, BE IT JOINTLY RESOLVED by the City Council of the City 17 of Virginia Beach, the City Council of the City of Suffolk, the City Council of the City of 18 Portsmouth, the City Council of the City of Norfolk, and the City Council of the City of 19 Chesapeake, to create an authority under the Wireless Service Authorities Act with 20 Articles of Incorporation as follows: 21 22 ARTICLES OF INCORPORATION 23 OF THE 24 SOUTHSIDE NETWORK AUTHORITY 25 26 The City of Chesapeake, Virginia, the City of Norfolk, Virginia, the City of 27 Portsmouth, Virginia, the City of Suffolk, Virginia, and the City of Virginia Beach, 28 Virginia, each a municipal corporation of the Commonwealth of Virginia, have by 29 concurrent resolutions adopted these Articles of Incorporation pursuant to the Wireless 30 Service Authorities Act (the "Act"), Chapter 54.1 of Title 15.2 of the Code of Virginia, 31 1950, as amended, following advertisement and public hearing as required by law. 32 33 ARTICLE I 34 NAME AND ADDRESS 35 36 The name of the authority is the "Southside Network Authority" ("Authority"). The 37 address of the principal office of the Authority shall be at 723 Woodlake Drive, 38 Chesapeake, Virginia 23320. 39 40 ARTICLE II 41 TERM OF THE AUTHORITY 42 The Authority shall exist for a term of 50 years as a political subdivision, and as 43 thereafter extended in accordance with the Act, unless earlier dissolved in accordance 44 with the Act. 45 ARTICLE III 46 CREATING JURISDICTIONS 47 48 The creating jurisdictions are the City of Chesapeake, Virginia, the City of 49 Norfolk, Virginia, the City of Portsmouth, Virginia, the City of Suffolk, Virginia, and the 50 City of Virginia Beach, Virginia, each a municipal corporation of the Commonwealth of 51 Virginia (collectively the "member localities"). Although the member localities shall each 52 appoint members of the Authority Board of Directors pursuant to Article V of these 53 Articles of Incorporation, the Authority shall have no "members" as that term is defined 54 in the Virginia Non-Stock Corporation Act, Chapter 10 of Title 13.1 of the Code of 55 Virginia. 56 57 ARTICLE IV 58 JOINDER OR WITHDRAWAL OF JURISDICTIONS; MERGER OF 59 AUTHORITIES 60 61 Any locality may join the Authority, and any locality which is a member of the 62 Authority may withdraw therefrom, upon unanimous consent of the remaining members 63 of the Authority in accordance with this Article. However, no locality may withdraw from 64 the Authority, if the Authority has outstanding bonds without the unanimous consent of 65 all the holders of such bonds unless all such bonds have been paid or cashed or United 66 States government obligations have been deposited for their payment. 67 68 The governing body of any locality wishing to join or withdraw from the Authority 69 shall signify its desire by resolution or ordinance. If the Authority's board of directors and 70 each member locality by resolution expresses its consent to the withdrawal or joinder of 71 a locality, the governing body of the locality requesting withdrawal or joinder and the 72 governing bodies of the other member localities shall advertise the ordinance, 73 resolution, or agreement providing for such joinder or withdrawal and hold a public 74 hearing in accordance with Section 15.2-5431.5 of the Code of Virginia, 1950, as 75 amended. Such ordinance, resolution, or agreement shall be adopted in the same 76 manner and with the same formalities as would be necessary to create a new authority, 77 mutatis mutandis. 78 79 In the event a locality seeks to join or withdraw from the Authority, the 80 resolutions, ordinances, or agreement creating the new Authority shall specify the 81 number and terms of office of members of the board of directors of the expanded 82 Authority which must be appointed by each of the member localities, and the names, 83 addresses, and terms of office of new initial appointees to the board of directors. 84 85 The amended articles of incorporation shall be filed with the State Corporation 86 Commission as provided by law. Upon the date of issuance of the certificate by the 87 State Corporation Commission for the amended articles of incorporation, the terms of 88 office of the board members of the existing Authority shall terminate and the 89 appointments made in the resolutions, ordinances, or agreement creating the new 90 Authority shall begin. 91 Merger of two authorities existing under the Act shall be accomplished by the 92 same method as joinder of a new member locality. 93 94 ARTICLE V 95 BOARD OF DIRECTORS, TERMS OF OFFICE 96 97 The powers of the Authority shall be exercised by a board of directors composed 98 of five voting members and five alternate members, with one voting member and one 99 alternate appointed by the governing bodies of each of the member localities as set 100 forth in this Article. Members of the board of directors or their alternate members may 101 be, but are not required to be, members of the governing body or professional staff of a 102 member locality. In the event a board of directors member or alternate member is 103 removed from office as a director, has his or her term of office with the appointing 104 locality end, or has his or her employment with the appointing locality end during his or 105 her term on the board of directors, that board of directors member shall be disqualified 106 and his or her seat on the board of directors shall become automatically vacant. The 107 governing body of the member locality that appointed that board member may appoint a 108 replacement to serve the remainder of the term. 109 110 The terms of office of the board of directors members shall be four years. The 111 initial terms shall be staggered such that two members are initially appointed for two- 112 year terms, and three members are initially appointed for four years. Members may 113 succeed themselves. Appointments to fill vacancies, however arising, shall be for the 114 remainder of the unexpired term. If at the end of any term of office a successor director 115 has not been appointed, then the director whose term of office has expired shall 116 continue to hold office until his or her successor is appointed and qualifies. 117 118 The board of directors shall annually elect from among its members a chairman 119 and a vice-chairman, and shall annually elect a secretary and treasurer who need not 120 be members. 121 122 The names and addresses, and terms of office of the members of the initial 123 board of directors of the Authority are as follows: 124 125 CITY OF CHESAPEAKE (Initial Term Two Years): 126 Voting Member: 127 Hon. Susan J. Vitale 128 306 Cedar Road 129 Chesapeake, Virginia 23322 130 131 Alternate Member: 132 Scott D. Fairholm, Chief Information Officer 133 306 Cedar Road 134 Chesapeake, Virginia 23322 135 CITY OF NORFOLK (Initial Term Two Years): 136 Voting Member: 137 Hon. Andria P. McClellan 138 810 Union Street, Suite 1006 139 Norfolk, Virginia 23510 140 141 Alternate Member: 142 Catheryn Whitesell, Assistant City Manager 143 810 Union Street, Suite 1100 144 Norfolk, Virginia 23510 145 146 CITY OF PORTSMOUTH (Initial Term Four Years): 147 Voting Member: 148 Daniel Jones, Chief Information Officer 149 801 Crawford Street 150 Portsmouth, Virginia 23704 151 152 Alternate Member: 153 Dr. L. Pettis Patton, City Manager 154 801 Crawford Street 155 Portsmouth, Virginia 23704 156 157 CITY OF SUFFOLK (Initial Term Four Years): 158 Voting Member: 159 Patrick Roberts, City Manager 160 442 West Washington Street 161 Suffolk, Virginia 23434 162 163 Alternate Member: 164 Ken Beam, Chief Information Officer 165 442 West Washington Street 166 Suffolk, Virginia 23434 167 168 CITY OF VIRGINIA BEACH (Initial Term Four Years): 169 Voting Member: 170 Hon. Rosemary Wilson 171 2401 Courthouse Drive 172 Virginia Beach, Virginia 23456 173 174 Alternate Member: 175 Pedro "Peter" Wallace, Chief Information Officer 176 2401 Courthouse Drive 177 Virginia Beach, Virginia 23456 178 The terms of office of the initial members of the board of directors of the Authority 179 shall begin on the date of the issuance of a certificate of incorporation or charter for the 180 Authority by the State Corporation Commission. 181 182 Each voting member of the board of directors shall have one equal vote in all 183 matters before the board of directors. In the event of the absence or recusal pursuant to 184 law of a voting member, but not in the event of his or her mere abstention from a vote, 185 the alternate member appointed by that locality shall be entitled to vote in his or her 186 stead. 187 188 ARTICLE VI 189 PURPOSE 190 191 The purpose of the Authority is to provide or assist in the provision of qualifying 192 communication services as defined in Article 5.1 (§ 56-484.7:1 et seq.) of Chapter 15 of 193 Title 56 of the 1950 Code of Virginia, as amended, and to provide such other services 194 as provided by law and Chapter 54.1 of Title 15.2 of the Code of Virginia, 1950, as 195 amended. 196 197 ARTICLE VII 198 POWERS 199 200 The Authority shall have all of the powers set forth within Virginia Code § 15.2- 201 5431.11, and any other powers set forth within the Act. The Authority's powers under 202 the Act shall be liberally construed to effect the purposes of the Act. 203 204 The board of directors may appoint such committees and employees as it may 205 from time to time deem convenient, including an executive director or chief executive 206 officer and project committees, and delegate to them such corporate powers on behalf 207 of the Authority as may be permitted by law. 208 209 ARTICLE VIII 210 DISSOLUTION 211 212 The Authority may be dissolved in the manner set forth in Virginia Code § 15.2- 213 5431.9 upon a resolution by the board of directors finding that the purposes for which it 214 was created have been completed or are impractical or impossible and that all of its 215 obligations have been paid or have been assumed by one or more of the member 216 localities or any authority created thereby or that cash or United States government 217 securities have been deposited for their payment. 218 219 AND BE IT FURTHER RESOLVED that the City Manager or his or her designee 220 is authorized to take all action necessary or convenient to cause the necessary legal 221 documents to be prepared and executed to approve the creation of the Authority. 222 223 AND THIS RESOLUTION IS EFFECTIVE on November 15, 2019. APPROVED AS TO CONTENT APPROVED AS TO LEGAL SUFFICIENCY AND FORM I Chief nformation Officer City Attorney CA14666 \\vbgov.com\dfs 1\applications\citylaw\cycom 32\wpdocs\d013\p034\00583400.doc R-1 October 29, 2019 i h fi1L. . , u ).' City c #` Vi1 irIi cacti t s -A1 s 4 O E VBgo?'.com JOHN MOSS PHONE. (757)363-7745 t COUNCILMAN-AT-LARGE JOMOSS tVBGOVCOM t September 24, 2019 t E HONORABLE MAYOR MEMBERS OF CITY COUNCIL E Dear Colleagues, The attached document provides tracked changes incorporating the feedback I provided to each of you three weeks back, on the proposed Charter of Articles of Incorporation of the Wireless Service Authority: A serious and robust discussion among City Council and engagement with the public is a must,for any regional body we may looking to establish. i We have a duty not to surrender the sovereignty granted to the residents of Virginia Beach in their City Charter(the City Charter is a covenant between the General Assembly and the residents of Virginia t Beach)to a regional body, without a public referendum. i We must preserve the ability of a future City Council to be able to unilaterally withdrawal from any regional obligation we make. We have duty to make sure our residents have the right to engage and hold a regional governing body accountable, as they have with their City Council. We have a duty to make sure a regional body, of which we are a member, has the same obligations to Virginia Beach residents as we do. For example, Virginia Beach residents should have the right to speak on agenda items at the Authority's meetings prior to a vote on an item, the Authority should be obligated to hold public hearings i on their budget prior to its adoption. etc. Now is the time to establish the requisite accountability i i measures. & s Likewise, City Council needs a much better understanding of the finding allocation melhodologies and harriers, to ensure no Member municipality is subsidizing the infrastructure and operation costs incurred within the geographical boundaries of another Member muunicipality for assets owned by the Authority. Additionally, since the Authority is executing policy-making delegated powers, no non-elected person can legitimately serve as a primary or alternate member of the Authority. We are granting powers, now vested in City Cowrcil, as the peoples elected governing body. In my judgment, we do not possess the moral authority to further delegate the people's power as the sovereign we serve to a non-elected alternate. • The establishment of an agreement to this proposed Charter is a political policy decision. The Alaynrs of • each joining community, not a non-elected City Manager, should be the Charter's signatories. The i people elect us, not a City Manager. Only City Council collectively and us individually are accountable to the sovereign owners of the power we exercise in the people's name. 4 109 RICHARDSON ROAD.VIRGINIA BEACH.VIRGINIA 23455 Page 2 September 24, 2019 1 invite you to review the attached, either in track changes or in a matter comfortable to you to provide feedback Please share your feedback with Dana Harmeyer too, so he can provide an aggregated listing of all comments received. As always, I remain accessible at a mutually agreeable time to discuss in person or by phone. May God bless us with wisdom and humility to preserve the liberty bestowed upon us by our Creator as a birth right. Warm regards, k i' ) L. John D. Moss SUBSTITUTE VERSION REQUESTED BY COUNCILMAN MOSS 1 COMPREHENSIVE AGREEMENT FOR FORMATION OF A WIRELESS SERVICE 2 AUTHORITY 3 THIS AGREEMENT is entered as of the day of , 2019,by and 4 between the City of Chesapeake,Virginia("Chesapeake"),the City of Norfolk,Virginia("Norfolk"), 5 the City of Portsmouth, Virginia("Portsmouth"), the City of Suffolk,Virginia("Suffolk"),and the 6 City of Virginia Beach, Virginia("Virginia Beach"),all municipal corporations of the 7 Commonwealth of Virginia, which may collectively or individually be referred to as a "City,"the 8 "Cities,"or"Creating Localities," hereby enter into the following Comprehensive Agreement 9 ("Agreement")for the creation of an authority("Authority")under the provisions of the Wireless 10 Service Authorities Act,Chapter 54.1 of Title 15.2 of the Code of Virginia, 1950, as amended(the 11 "Act"), as a political subdivision of the Commonwealth of Virginia. For their Agreement,the 12 Creating Localities state: 13 Recitals 14 WHEREAS,the Cities wish to create an Authority under the Act to assist in the provision of 15 communications services, which includes but is not limited to high-speed data service and Internet 16 access service, of general application,but excluding cable television or other multi-channel video 17 programming services and provide infrastructure therefor initially using a middle-mile strategy; and 18 WHEREAS,the Cities wish to set out certain items relating to the formation,joinder, and 19 withdrawal of member political subdivisions of the Authority,dissolution of the Authority in 20 appropriate circumstances,and certain matters relating to operation of the Authority; and 21 WHEREAS,despite being a digital port for the East Coast of North America, the Hampton 22 Roads and Eastern Virginia re ion as a whole have lagged behind similar regions elsewhere in the 23 country in the speed,pricing, reliability, and available choices for broadband Internet and 24 information services, and as such,an Authority would assist in providing such services on a more 25 timely and cost.effective basis; and 26 WHEREAS,by entering this Agreement, the Cities each find,jointly and severally, that • 27 creation of the Authority will serve an essential public purpose by increasing the speed and 28 availability of broadband Internet and information services, enabling private investment in the 29 marketplace to better target serving the public, and to create jobs and increase the tax base of the 30 Cities and the region as a whole. 31 32 Witnessed) 33 THAT FOR AND IN CONSIDERATION of the foregoing recitals, which are expressly 34 incorporated herein, the mutual promises set forth in this Agreement,and other good and valuable 35 consideration,the sufficiency of which is hereby acknowledged, the Cities agree: 36 Article I—Creation&Initial Stricture 37 1. Procedure. The procedure for creation of the Authority shall be as set forth in the Act. 38 Each of the Cities must undertake the following actions: 39 a. Advertise or cause to be advertised at least once,in a newspaper of general 40 circulation in the locality, a copy of a proposed Resolution to create the 41 Authority or a descriptive summary of the Resolution, with the location in 42 the locality where the full text may be reviewed, The Resolution must 43 contain the full proposed text of the Articles. 44 b. Not sooner than 30 days following the first such advertisement,each City 45 shall hold a public hearing on forming the Authority, at which persons shall 46 have the opportunity to be heard to give public comment on the formation of 47 the Authority. 48 c. If substantial opposition is heard, in the judgment of its governing body,any 49 Creating Locality may, or upon petition of 10%of the voters of that Creating 50 Locality must,petition the Circuit Court for such jurisdiction for a writ of 51 election to hold a referendum on forming the Authority. 52 d. Following the public hearing, the Governing Body of each Creating Locality 53 shall adopt a creating resolution in substantially the form of the Resolution, 54 with an effective date concurrent with the Resolutions adopted by the other 55 Creating Localities. 56 e. Each Creating Locality shall, concurrent with or prior to adoption of the 57 Resolution, appoint a voting member and alternate member to the Board of 58 Directors of the Authority,whose terms of office shall commence upon 59 issuance of the certificate of incorporation or charter. 60 1. The proposed Authority Counsel shall cause the Articles,together with all 61 other necessary documents and fees, to be submitted to the Virginia State I.nUkiSW Ik.R t 2 62 Corporation Commission for approval. The Authority Counsel shall 63 promptly inform the Creating Localities and all appointed members of the 64 Board of Directors of the creation of the Authority. 65 g. The effective date of any garvcminn body's affirmative votelp become a 66 member shall become effective ninety(90)days •_i the date of the 67 governing body vote unless a valid petition for a referendum consisten 68 applicable law has been submitted to the Circuit Court, 69 2. Anticipated Date of Creation. The anticipated effective date of the concurrent 170 resolutions creating the Authority is ? : °;' . The Authority's 71 corporate and legal existence shall commence on the date that the Virginia State Corporation 72 Commission issues a certificate of incorporation or charter to the Authority. In the event a 73 referendum is required or another unavoidable circumstance delays the date of creation of the 74 Authority,the other Creating Localities agree to extend by resolution the date of the concurrent 75 Resolutions.No municipality anticipated tphe_a Member andloklina&public hearing on the 76 creation of the referenced Authority after duly publishing the proposed articles pi the 77 comprehensive Agreement for the Fotmatign of a Wireless Service Authority and proposed 78 Resolution shaft vote toadopt their published Resolution and published agreement until at least one 79 hundred twenty 1 20)says after that Wised municipality s date of its public hearing. The one 80 huh ed twenty f 1201 day pguse between a giv icypl't+public heatinQnrequired by the 81 e the published Agreement acid 82 t lg fo adoption vrovides.the voters ofa given municipality a meanitgt'ul time to tansidei 83 whether to initiate a petition and to collect the required percentage_of signal re _g required bYlbe 84 applicable stator 85 3. Composition of Board of Directors. The Board of Directors shall be composed of five 86 voting members and five alternate members. E 87 alterriate-membefi i afee + winh ieks,Tlte primary and alternate voting member of the 88 Authority fox each Iviembamitabe an elected official and music appointed by a public vote jy 89 their respective governing bode_ The members of the Board of Directors, their terms and their 90 resignation or removal, shall be as set forth in the Articles. Msgification of the Agreement post its 91 initial adoption That changes representation on thelaard of Directions other than one-vote pet 92 member as_established in the initial agreement shall require a unanimous vote by All rrrembemighe ixx•x 3 93 board of Directors and such a vote shall be preceded t yi thirty(30)day published notice and a 94 uubbiz'c_hearing n(10.1 days prior to a vote. 95 4. _Authority of Board of Directots to Provide for Structure&Employees. The Board of 96 Directors may provide for such employees and personnel structure as it may deem necessary or 97 convenient and for which it has funds, including the adoption of personnel policies, a personnel 98 manual, or grievance policies if it deems it necessary or appropriate. It may provide for a chief 99 administrative or executive officer, who shall have authority to appoint subordinate employees to fill 100 the positions authorized by the Board of Directors. The Board of Directors may also contract for 101 such services with another governmental entity or through a procurement of public-private 102 partnership rule or policy. 103 a, No employee L the Au isrity shill"=givvew,anntial s,airy excels of',c4binet 104 Offices of the Federal C*overnmetit (ly apRtedy_ � ident of the United 105 States.currently 5210.700.and no emnlov 1 teeeiVIA totalinnuai 106 compensation directly p4y blc to employee of orrbehalf_of the employee not 107 exclusively to include cat alloWaniXs,PAYInenis to retirement accounts, 108 performance bonuses,trio bonutg .overtime.etc,in excess of one-hundred 109 and fifteen per ALollbe annuat s e. iou jy de_�flned. 110 b. All employees shall be hired wit defined_contribulion pension plan where the 111 Authority shall made al p anent ontributton.v.0to t An employee match and 112 Shall match dollatjbr dollar contribution bjclheemployes up to five percent of an 113 employce't annual sally,for a tuna.Kim in total contribution of eight percent, 114 Pension contrt'butions iriasle by..Th AMtho ' to loyees within the formerly 115 sjvcified percenta$e do zut count against ht annual salary limit. The former 116 restrictions cannot l&modified by the Authority without_going the same procedures 117 required by state jaw to.initially.otablish the Authority. Total personnel costs to 118 include a comprehensive accounting,tknelitt exists shall not exceed fifteen percent 119 of tluthooity' t1 revenues, 120 No metnber alginate member of the Authority tnauegeiii ccrmtrensation from 121 the Authority fot_iheir service on The A to ity''ibooait, .M tubas_of.the uthority 122 shall AylkgrizslyA formal vote all expenditure fiat members'pint to 123 conduct the business of the Atli such approvals ate conditioned on n 124 appropriation being available in_theAuthority's adopted budget- llowevet•no -..x sax s 4 125 member shaltrecginjeimbursement for mealssonsumed within Virginia Beach-. 126 N_arfolk Sla_.lard Statistical Mtan_Arga, 127 Travel expenditures to be incurred by the Chief Administrative or Executive Officer 128 and cow by the Authority shall kegpprpved in advance by the Chairperson 129 pf the Board of directors only if said.funds are appropriated and available in the 130 Board of Pirector's adopted budget for the Authority. 131 4:5. Authority((Chairman to Call"Special Meeting". Upon three(3)business days'notice 132 as required by the Virginia Freedom of Information Act or twl four(2 hours'notice in 133 emergency circumstances as permitted by law._such notice being disseminated to all_established local 134 ar€a. elevi;tion stations. local and!electronic newer,locale newspapers.the City Clerks of 135 all the Member municipalities,and the web site> social media forums maintained by the 136 Authority,in additional to all members and alternates of the Authority. The notification shall 137 contain the scope and purpose of the meeting and theAu_tboyity shallnot consider any other 138 business other than what is presesibed i#1.l B.ps.al Meetipg notice. 139 6 Authority of Board of Directors May Forth Project Committees. The Board of Directors 140 may form such committees as it may deem necessary and convenient, including project committees 141 to carry out or oversee individual projects or portions thereof,and delegate to them such corporate 142 powers as may be necessary to carry out such projects,except those legislative powers that may only 143 be exercised by the full Board of Directors. Such project committees shall be public bodies subject to 144 all meeting requirements of the Freedom of Information Act. The Cities anticipate that specific 145 micro-projects or portions of the Authority's projects that exist in and are primarily or wholly paid 146 for with funds from one or more individual localities may be managed by a project committee 147 dedicated to oversight of that project. 148 5:1 _Modificut-iot,of A,lij of innoilwration, Any modification of the Articles as specified in 149 the Comprehensive AgregiPgat.gtt pJ tine time of ignition adoption shallreuuire compliance with the 150 provisions of Chapter 54.1 of Title 152.Qf4hg Code ofVirginia 1950.as amended. to include the 151 public's right to initiate a qualifying netition for referendum, 152 153 Article II—Initial Projects 154 1��. Fiber Ring. The Initial Project of the Authority will be the design, financing, and 155 construction of an approximately 110-mile fiber ring, as generally described in Hampton Roads 1 tu,,z 5 156 Regional Connectivity Ring Master Plan, dated December 2018,by CAS Severn and Broadband 157 Telecom. 158 4-2. The Authority shall aolhavc the poower to construct projects in a Membej s locality 159 without the approval of'hal Member's governing ki4. 160 2,3. Authorization of Additional Projects. Additional projects may be authorized by the 161 Board of Directors and in accordance with federal, state, and local law. In authorizing additional 162 projects, the Board of Directors shall give reasonable consideration to(1)the Comprehensive Plan 163 and strategic plans of the locality or localities in which such additional project would be constructed; 164 (2)the overall strategic plan of the Authority as further set forth herein;(3)the economic • 165 development and market needs of the region and each locality therein;and(4)such other facts as the 166 Board of Directors may deem relevant.,The authorization of any additional projects by the 167 Authority shall require a formal unanimous vote otapproval by_thci3oard_oiihrectors of the 168 Authority. 169 Article III-Initial Contributions 170 The Creating Localities shall make contributions to the Initial Projects and operating 171 expenses in reasonably equal proportion,which shall be agreed to during the budgetary process as 172 set forth in Section VI.4. The Creating Localities shall provide contributions of roughly equal value. 173 In-kind contributions are permissible if all Creating Localities agree to its sufficiency. 174 Article IV-Legal Status of the Authority 175 1. Authority to be Independent Political Subdivision of the Commonwealth. The Authority is a 176 legally separate public body politic and corporate from the localities that created it or its members, 177 and has authority to carry out its corporate functions in its own name. 178 2. Subject to Police Power. The Authority is subject to the police powers of the localities in 179 which it operates, including planning, zoning, subdivision and site plan,building code,and other 180 requirements of governmental authority. 181 3. Agreements for Use of Easements and Rights-of Way. The Authority shall be granted 182 access to rights-of-way, easements,conduits,and other infrastructure useful for its corporate 183 purposes abject to mutual gie iaisltl.b l ls_iocglity in which the ights-of-waya,e_Asemena,conduits 184 and.gthef kraasitucture loured,and upon such terms and conditions as may be set forth in such 185 access agreements. Member Localities may make donations of such infrastructure or rights or to k x 6 186 obligations,either through a grant or as a long-term agreement,as a contribution to the Authority. 187 v l Bch trafl� r i has grant or as a lonederm acme t as a c ontribution m 188 Authority made by an municipality shall be established in advance of any vote by a mrtnicipaitty and 189 the na r of is consideration within the all Lion,of funding bo li .lions across all Members of the 190 Authority, The Authority shall be responsible for obtaining all rights from the Virginia Department 191 of Transportation,easements, and agreements with private entities to use private poles and conduit 192 as may be necessary in the manner provided by law. 193 4. Title to Property to be Held in Name ofAuthority. All real and personal property,both 194 tangible and intangible,of the Authority shall be held in the name of the Authority. The Authority 195 dogs notpossess the power of en1ineL domain and shall not hold title to any teal property locate in 196 a Ide .t w 197 evidenced by a favorable public vote preceded by public bearinratkast.ten days prior to vote and 198 f the Charter bv said municipality's elected 199 gowning b_c)dy, 200 5. Freedom of Information etc. The Authority is a public body subject to the Virginia 201 Freedom of Information Act,and Government Data Collection and Dissemination Practices Act, 202 the Virginia Public Records Act,and other laws relating to the operations and responsibilities of 203 public bodies and political subdivisions of the Commonwealth of Virginia. Members of the 04 Authority's board of directors are public officers subject to the Virginia Conflict of Interests Act. 05 TheAuthority shall.r ;intain e11 its docurrrents in electronic mediums that enable all 06 d cumentation n°t exempt fromihr f .sa otiy lth's Freedym pi Information Act or otherwise 07 Leauired to be rnadcublic by any other statute or reaulatioJl S)5 11X commonwealth or judicial _08 precedent to xted in a _t _to alit*diretl access 1 y.the public via thf web or in person, 09 The Director of the Authori y shailke required toltIc Maternal"of Econornicinterests as required 10 by elected oft`ic;'�S Ms ,sg as v ttrembers of the Authority. Minutes of411.;oti .ahbje tt o 11 the Commonwealth's open n ng statute shall be made.available to the pubes and posted to the 12 web within ten U0)business days: Furthermore,all meetings s pi Or Alai/WY subiect Aline open 13 meetings.act: allll_br f ivy eamcd APO shall I stored for a period of four years in a manner that 14 pjovides._k41.vci gatillatiltra ggS.0112Y1bLINAbik., 215 Article V-New&Withdrawing Members 16 1. Members Joining Authority.Only a public cntity trithstintal,y elected mbers i he 17 Commonwealth stLVirginia 01 AVirginia locality can be a member of Authority, Members of 7 218 the Authority may join upon consent of the Board of Directors and unanimous consent of the 1219 Member Localities, which may happen in any order. 220 2. Membership of Authority Board of Directors for New Members. Upon joinder of a new 'i 221 Member Locality,the new member shall have not less than one voting ting member and one alternate 222 member on the board of directors of the Authority. Upon joinder of a new member, the number of 223 directors of the existing board of directors may also be changed. In general, representation on the 224 board of directors should be roughly proportional to factors such as: (1)financial and in-kind 225 contributions already made or which are agreed to be made in the future to the Authority;(2) 226 Authority services provided by, in, or for each locality; (3)importance of the locality's membership 227 in the Authority for the future strategy of the Authority's operations;and(4)such other matters as 228 the board of directors and the Member Localities may wish to take into consideration. 229 3. Contributions to the Authority. Members joining the Authority Jl 230 make contributions to the Authority on a similar basis as its existing members.New members will 231 be expected to make either: (1)financial and/or in-kind contributions to the Authority;(2) 232 agreements to make future contributions to the Authority; (3)assistance to the Authority in 233 achieving its strategic goals;or(4)some combination thereof. The amount of these contributions 234 should be proportional to the contributions of existing members and, if applicable,the representation 235 of new members on the board of directors. The agreements or resolutions by which the then- 236 Member Localities vote to allow the new locality to join the Authority shall set out the total 37 contributions to the Authority made by that locality and its proportional sufficiency. Furthermore, 38 Ihtikvirdlvslggiip 21tIOLatiQfIQlh .inc11 Sion of new member ,jiiodified to reflect the 39 impact pfaic trt aliew jnembergnd be > _ved subject to purposed uew members'acceptance 40 g,include a sinitribilligil Al liwilmtpijoining,equal to the budgetary impact their acceptauce,geates 41 far the Authority. 42 4. Withdrawal from the Authority. Atty_pjirticipating locality is permiu.ed to withdraw 43 from thhAirthority unilaterally subject to assuming or othcrwilt.45 Lo.w.g.ificil liquictatingdebt 44 obligations incurred while a member of dm Apthotit.MembersoftheA 45 open-cone*of the Beard of l lireeteis�unanimous n of the-Member-1 alities; 46 and ;thdragiug l,pcalitics must piovide Jut either: (i)assumption of obligations; or(ii)deposit of 247 funds, which must be sufficient to cover a proportionate share of all liabilities of the Authority. 248 Upon withdrawal from the Authority,the term of any member of the board of directors appointed 249 by the withdrawing locality shall immediately terminate. The withdrawing locality shall have the 8 I 1 250 option of taking ownership of all Authority facilities in that locality, including real property and 251 fixed tangible personal property of the Authority used to operate such facilities;provided,however, I 252 that the withdrawing locality shall not be authorized to take ownership of any real and personal 1 253 property that reasonably necessary to the Authority's operations,as determined by the Board of 254 Directors in its sole discretion. 255 Article VI-Financial Policies 256 1. Fiscal Agent. The Authority may contract with any member locality or regional 257 organization or entity to act as its fiscal agent upon such terms and conditions as the Board of 258 Directors and the fiscal agent may agree. 259 2. Liability&Insurance. As an independent political subdivision of the Commonwealth, 260 the Authority bears liability for its corporate actions in the same manner as any other governmental 261 entity. The Authority shall procure and contract for insurance or a lawful policy or program of self- 262 insurance in its own name. 263 3. Financial Obligations of Authority. Bonds and financial obligations of the Authority # 264 shall be financial obligations solely of the Authority,and not obligations of its member localities or I 265 the Commonwealth of Virginia,unless specifically pledged by an action of such political subdivision 66 in accordance with law. T je Authwiluhanaluig authorityj requite at-Ilium te'en.ucs%tut din 67 limn a reality ittat_ll does API flares 1Q.,except for i_ts re of debt service thal_kaq/celj incutt 68 whike a locality has ee h flj Ixt, 269 4. Budget&Appropriations. g 270 a. Fiscal year. The fiscal year of the Authority shall be July 1 to June 30. t 271 b. Budget. The Authority shall adopt an annual budget,for planning and I 272 informational purposes, for each fiscal year. It shall notify Member Localities E 273 of its anticipated financial needs not later than December 1 of the year prior I a 274 to the beginning of each fiscal year and develop a draft budget not later than 275 the last day of February prior to the beginning of each fiscal year,and submit 276 the draft budget to the chief administrative officer of each Member Locality, 277 including, if necessary, any request for contributions from such Member 278 Locality. At the option of the Board of Directors, the Authority may hold a 279 public hearing on the budget and carry out such advertising as it deems 280 necessary or convenient. Each Member Locality shall use its best efforts to 281 provide the Authority with comments on the proposed budget, which shall 282 not bind the Board of Directors but that shall be given reasonable 283 consideration, as well as its budgeted contribution to the Authority, if any, 284 not later than May 31 of each year. The budget shall be for planning and 285 informational purposes only, is not an appropriation, and does not authorize 286 the expenditure of funds. 287 c. Appropriation. Notwithstanding adoption of a budget, no funds shall be spent 288 or authorized to be spent without an appropriation by the Board of Directors. 289 5. Strategic Planning. The Authority must develop, not more than 12 months after its 290 formation, a strategic plan for achievement of its goals. In development of the Strategic Plan, the 291 Authority shall take into account, without limitation: The economic needs of the region; 292 marketplace demand for its services;the provisions of the Comprehensive Plans and strategic plans 293 of the Member Localities and other jurisdictions in which its facilities might exist or operate;and 294 such other matters as may be relevant to its operations. 295 6. Procurement. Notwithstanding an appropriation,no funds shall be spent or expended 296 by the Authority without a contract requiring payment of such funds,or, in the case of a donation, a 297 resolution of the Board of Directors authorizing the donation. Contracts with non-governmental 298 entities shall be governed by the Virginia Public Procurement Act, Chapter 43 of Title 2.2 of the 299 Code of Virginia, or the Public-Private Education Facilities and Infrastructure Act of 2002(PPEA), 300 Chapter 22.1 of Title 56 of the Code of Virginia,as the Board of Directors deems appropriate. 301 7. Financial Policies to be Adopted. The Board of Directors shall adopt financial policies 302 setting out: 303 a. A small purchase policy under the Virginia Public Procurement Act,providing 304 for purchase of goods and services without full competitive sealed bidding or 305 competitive negotiation using competitive principles. 306 la. What committees, officers, and employees have purchasing authority and 07 signatory authority, and for what levels of purchases. 308 c. It shall take a unanimous volt of the Authority to authorize and i s t bonded 309 debt instruments,W include leases greater than three(3)Yeats to.include_lease 310 options. 1 1.43L1..x>fKK. 10 11 0. Revenue requirements adopted_ly..tht=Board of Directors for allocation to the 12 Board shall not be determined on a per capita or a per land unit of mcasurc of 313 any kind, 14 the.The Authority will generate revenue based on user fees from customers pursuant 315 to valid contracts. In accordance with the Act,the Authority shall not have the 16 ability to levy taxes or charge fees to non-users. 317 8. Capital Improvement Program&Asset Management Plan. 318 a. Capital Improvement Program. The Authority shall annually adopt, as part of 319 its budget process, a capital improvement program(CIP)for planning of 320 capital improvements in the following five years.The CIP shall form the 321 basis and provide guidance for the preparation and adoption of the capital 322 budget of the Authority. 323 b. Asset Management Plan. The Authority shall keep and maintain, as the basis 324 for the CIP,an inventory of its durable and capital assets, together with an 325 ongoing accounting of its depreciation status and anticipated remaining 326 useful life and anticipated replacement cost, to be called its asset 327 management plan (AMP).The depreciation status and probable replacement 328 cost shall be updated annually as part of the budget process;assets shall be 329 added or removed from the list upon their acquisition or surplusing. 330 9. Books&Amounts. The Authority shall adopt a system of accounts compliant with the 331 standards of the Government Accounting Standards Board(GASB)and Virginia law, and shall keep 332 an accounting of all property of the Authority and(i)its initial gross purchase price and(ii)its 333 depreciation using uniform, accepted depreciation schedules, in aid of the development of the AMP 34 and CIP. The Authority,within twelvcL2 months of operation, shall have established an online 35 checkbook that enables the public by signing into.the Anthi orit''s accounting system Lo ce all 36 invoices.contrasts contostsand disbursements made by,.1hc Authority. 337 10. Audits. The Authority shall obtain an annual audit of its accounts, or may contract 338 with any Member Locality, regional entity of which one or more Member Localities is a member, or 339 town within a Member Locality to conduct a joint audit. All audits.conducted on the Authoritv's 340 finance and accounting system shall bek eted to the Authority's Board f Directors inipublic Pk:kirk Ia...A i 11 341 ses ion,, t 1.still be:ava.lab1c gad arcs mile Q the public on-line.within n j 101 business ys of the 342 saalgelign.V.1 the flAY.brim 1bc.Ecz DIDircctorE9j'the Authority is briefest 343 Article VIII—Dissolution 344 1. Term of the Authority. Notwithstanding that the Authority is created to exist for a term 345 of 50 years, the Authority shall not be dissolved merely because the term for which it was created, 346 including any extensions thereof, has expired,unless all of the Authority's functions have been taken 347 over and obligations have been paid or have been assumed by one or more political subdivisions,or 348 cash or U.S. government securities have been deposited for their payment. 349 2. Dissolution by Common Consent. The Board of Directors of the Authority may vote to 350 dissolve the Authority if it determines that the purposes of the Authority(i)are completed or(ii)are 351 impractical or impossible. The resolution of the board of directors will be forwarded to the governing 352 bodies of the Member Localities. If the Member Localities each vote to accept the dissolution, the 353 Authority shall commence dissolution. Each of the Member Localities shall,by contract or deposit 354 of funds sufficient to cover such costs in escrow, take on a share of the assets and obligations of the 355 Authority in proportion to its initial contribution. Each Member Locality shall have first option to 356 acquire all tangible real and personal property and intangible rights of the Authority situate and lying 357 in that locality; provided,however, that based upon the depreciated value of such property, it shall 358 also be required to: (i)take on all obligations directly associated with such property, and(ii)if such 359 property has a disproportionate book value as compared to the property received by the other 360 Member Localities, after obligations directly associated with such property is factored in,that 361 locality may take on a greater or lesser proportion of the obligations of the Authority, such that its 362 share shall be as near to its proportional initial contribution as practicable. 363 Article IX—Definitions,Exhibits&Incorporations by Reference 364 1. Articles or Articles of Incorporation. Those draft articles of incorporation set forth in 365 Exhibit B to this Agreement. 366 2. Code of Virginia means the Code of Virginia, 1950, as amended. 367 3. Governing body means the final decision-making body for any political subdivision, 368 empowered by law to make final,binding decisions for that body. In the case of political 369 subdivisions empowered to undertake legislative acts, the governing body shall be the body with the 370 power to undertake legislative acts on behalf of the political subdivision, for example, the council of 371 a city or town or the board of supervisors of a county. ,f41iv.:«:,r n 12 372 4. Member Locality means a political subdivision that is a member of the Authority, 373 regardless of whether it is a Creating Jurisdiction or not. 374 5. Resolution, when capitalized, means a concurrent resolution to create the Authority, 375 which shall be in substantially the form set forth in Exhibit A to this Agreement. When not 376 capitalized,resolution refers to the action of a Governing Body which is not an Ordinance or a 377 procedural motion. • 378 Article X-Miscellaneous Provisions&Further Assurances 379 1. Appropriate Changes. Any of the Creating Localities may suggest to the others 380 appropriate changes to this Agreement prior to adopting it, which shall become effective and be 381 treated as amendments to this Agreement upon ratification by the other Creating Localities. 382 2. Force Majeure. In the event of war, fire, governmental regulation,labor dispute, 383 shortages in fuel, materials, or other similar items, or delays caused byaffec ting y manufacturers, 384 suppliers or shippers, fuel rationing programs or any other significantly impeding event or 385 circumstance beyond the control of any Creating Locality, performance under this Agreement shall 386 be delayed for such time period as is necessitated by the event of force majeure. If the event of force 387 majeure frustrates the manifest intent of this Agreement, the Parties hereto shall treat such event as 388 an occasion to exercise dissolution by common consent in accordance with Article VIII. 389 3. Changes in Law. In the event of a change in law, regulation, or other governmental 390 policy which prohibits,frustrates,or materially inhibits the actions and activities foreseen in this 391 Agreement,the Parties shall, in good faith, negotiate in order to replace any provision herein which 392 has been prohibited, frustrated, or materially inhibited with a provision that would allow 393 achievement of substantially similar purposes in accordance with such changes in law. 394 4. Further Assurances. From time to time after the date of this Agreement, the Parties 395 may execute such additional instruments of assignment and conveyance and other documents and 396 take such other actions and/or execute such documents as may be necessary or appropriate to carry 397 out the intent of this Agreement and to vest title or convey rights as contemplated herein. The 398 Creating Localities agree not to unreasonably refuse or delay execution of such documents. 399 5. No covenants of officials. No covenant, agreement or obligation contained in this 400 Agreement shall be deemed to be a covenant, agreement or obligation of any present or future 401 director, officer, employee or agent of the Authority or any Creating Locality in his or her individual 402 capacity,and no official or officer, employee, or agent thereof executing this Agreement or any ; �w;4 ; 13 1 I 403 related instrument shall be liable personally on this Agreement or such instrument or be subject to i 404 any personal liability or accountability by reason of the execution and delivery thereof. No director, t 405 officer,employee, or agent of the Authority or a Creating Locality shall incur any personal liability 406 with respect to any other action taken by him or her pursuant to this Agreement,the Charter of any 4 407 of the Cities,or the Wireless Service Authorities Act, or any of the transactions contemplated hereby ! 408 or thereby,provided he or she acts in good faith. ! I 409 6. Choice of law. This Agreement shall be construed according to the laws of the 410 Commonwealth of Virginia without regard to its principles of conflicts of laws.The Creating , 411 Localities consent to venue and jurisdiction in the Circuit Court or General District Court, as 412 appropriate, of any of the Creating Localities or, if federal jurisdiction exists, in the Eastern District 413 of Virginia. 414 7. Attorneys'fees. The Parties agree that,except as specifically provided in this 415 Agreement, if any Party pursues legal action to enforce the terms of this Agreement,the American 416 Rule shall apply and each Party shall bear its own attorneys' fees and expert costs and no fee shifting 417 shall occur. 418 8. Drafter&Severability. This Agreement has been jointly drafted by the Parties, and is to 419 be construed as jointly drafted and not be construed against any of the Parties as the drafter.This 420 Agreement is severable, and if any provision is found to be invalid by any court of competent 421 jurisdiction,the remainder shall survive.The section and paragraph headings in this Agreement are 422 for convenience of reference only and do not modify or restrict any provisions hereof and shall not 423 be used to construe any provisions of this Agreement. 424 9. Covenant of Authority. All Parties warrant that the signatories below have full 425 authority, and have undertaken such legal actions as may be necessary to ensure such authority, to 6 bind the localities of which they are representatives to the full extent permitted by law,excep that 7 n-bindingarbritration ougl be exercised whereby eackDany picks an arbritcrand tilt two arbiters 8 pick a rd arbitet�fore f 1t ittg a law it the atruratariate c url�f juri �crion The nding� 9 independent arbriters thought not binding utu5t be made public_if tither.party filo Alaw stZiLUnh 30ppropriate court of jurisdicitstn: This Agreement may be executed only by ' , 31 original signature of the Parties and in counterparts which, assuming no modification or 432 alteration,shall constitute an original, and when taken together, shall constitute one and the same 433 instrument.All Parties further warrant that they have full legal authority to carry out the actions 14 434 contemplated by this Agreement, and that they are aware of no litigation pending or threatened that 435 would draw such authority into question. 436 10. Waiver. The failure of any Party to this Agreement to insist upon strict compliance 437 with any term herein shall not be construed to be a waiver of that requirement. 438 IN WITNESS WHEREOF, the Creating Localities have caused this Agreement to be executed in 439 their respective names,and their respective seals have been affixed and attested by the respective clerks 440 of each, as follows: 441 CITY COUNCIL OF THE CITY OF CHESAPEAKE, VIRGINIA: 442 443 444 MayorGity-1!vlaBaget 445 446 CITY COUNCIL OF THE CITY OF NORFOLK,VIRGINIA: 447 448 449 et 450 451 CITY COUNCIL OF THE CITY OF PORTSMOUTH, VIRGINIA: 452 453 454 M�voi 455 456 CITY COUNCIL OF THE CITY OF SUFFOLK, VIRGINIA: 457 458 459 }: a g l_Mayo) 460 461 CITY COUNCIL OF THE CITY OF VIRGINIA BEACH, VIRGINIA: 462 4.63 1464 Cityer y u 465 <nc,sut vot-x 15 466 Ite./.;././4/,14.44 N I 16 467 )GX.HIBIT A 468 Resolution 469 WHEREAS, the Cities of Chesapeake, Norfolk, Portsmouth, Suffolk,and Virginia Beach 470 (the "Cities")have determined that it is in the best interests of the citizens of the Cities to form an 471 authority under the Wireless Service Authorities Act to be known as the Southside Network 472 Authority,pursuant to the provisions of the Virginia Wireless Service Authorities Act, Chapter 54.1 473 of Title 15.2 of the Code of Virginia, 1950,as amended; and 474 WHEREAS,the Cities each find,jointly and severally,that creation of the Authority will 475 serve an essential public purpose by increasing the speed and availability of broadband Internet and 476 information services, enable private investment in the marketplace to be better targeted to serving the 477 public,as well as creating jobs and increasing the tax base of the Cities and the region as a whole. 478 NOW THEREFORE, BE IT JOINTLY RESOLVED by the City Council of the City of 479 Virginia Beach, the City Council of the City of Suffolk,the City Council of the City of Portsmouth, 480 the City Council of the City of Norfolk,and the City Council of the City of Chesapeake, to create an 481 authority under the Wireless Service Authorities Act with Articles of Incorporation as follows: 482 ARTICLES OF INCORPORATION 483 OF'HE 484 SOUTHSIDE NETWORK AUTHORITY 485 The City of Chesapeake, Virginia, the City of Norfolk, Virginia, the City of 486 Portsmouth, Virginia, the City of Suffolk, Virginia, and the City of Virginia Beach, 487 Virginia, each a municipal corporation of the Commonwealth of Virginia, have by 488 concurrent resolutions adopted these Articles of Incorporation pursuant to the 489 Wireless Service Authorities Act(the "Act"), Chapter 54.1 of Title 15.2 of the Code 490 of Virginia, 1950,as amended,following advertisement and public hearing as required 491 by law. 492 ARTICLE I 493 NAME AND ADDRESS 494 The name of the authority is the "Southside Network Authority" ("Authority"). The 495 address of the principal office of the Authority shall be at 723 Woodlake Drive, 496 Chesapeake, Virginia 23320. 497 498 ARTICLE II 499 TERM OF THE AUTHORITY ,.►L, ,.K, : 17 i . i t 500 The Authority shall exist for a term of 50 years as a political subdivision, and as I 501 thereafter extended in accordance with the Act, unless earlier dissolved in accordance f 502 with the Act. 1 e 503 ARTICLE III 504 CREATING JURISDICTIONS 505 506 The creating jurisdictions are the City of Chesapeake, Virginia, the City of Norfolk, 507 Virginia, the City of Portsmouth, Virginia, the City of Suffolk, Virginia, and the City 508 of Virginia Beach, Virginia, each a municipal corporation of the Commonwealth of 509 Virginia (collectively the "member localities"). Although the member localities shall 510 each appoint members of the Authority Board of Directors pursuant to Article V of 511 these Articles of Incorporation,the Authority shall have no"members"as that term is 512 defined in the Virginia Non-Stock Corporation Act, Chapter 10 of Title 13.1 of the 513 Code of Virginia. 514 515 ARTICLE IV 516 JOINDER OR WITHDRAWAL OF JURISDICTIONS;MERGER OF 517 AUTHORITIES 518 519 Any locality may join the Authority, and any locality which is a member of the 520 Authority may withdraw therefrom,-itnilajerally u i.to assuming Qi gterwise as 21 IQ spec.dicd liquidating d.et1 oblig4 ons incurred while,a.fit jnber of the Ate, 22 co sent of-t eremaining-members ef4 in-accordance 23 witli44-Artiele. Ilewever--ne.leealiLy may withda ` - 24 l s-without-the unanimous consent of all4he heider of 525 sot* s -unless-all cuch be eve been-faid-et--*lashed -Stagy 26 • 527 The governing body of any locality wishing to join or withdraw from the Authority 28 shall signify its desire by resolution or ordinance. if the erity's-1 and o r€-ems 29 aftd-tatil-nit-mbei toeatify by reselitietr -its-con.ent#e Ow withdrawal Of 30 joinder of--a locality; The body-of-Ate Wig- thdrawa-l-a. C. 531 joinder-aid- -geve lfg of-ths advertise 532 todinaaver ffteletioncot agreement re for • held 533 a-pubIie Sects 15.2 5431:5 e€ dc-af-Vr49-S0 534 as;teed,-#►Bel}ordica reselittiee,-O agreement-shall he adopted.in Ate-same 35manner-and-With th€sameformatities as would 1enecessary create a-new authority; 36 Nis-s►rnundi • 537 In the event a locality seeks to join or withdraw from the Authority, the resolutions, 538 ordinances, or agreement creating the new Authority shall specify the number and 539 terms of office of members of the board of directors of the expanded Authority which 540 must be appointed by each of the member localities, and the names, addresses, and 541 terms of office of new initial appointees to the board of directors. 542 The amended articles of incorporation shall be filed with the State Corporation 543 Commission as provided by law. Upon the date of issuance of the certificate by the 544 State Corporation Commission for the amended articles of incorporation,the terms of 545 office of the board members of the existing Authority shall terminate and the 1 0;.1.4iSN[x K', : 18 • 546 appointments made in the resolutions, ordinances, or agreement creating the new 547 Authority shall begin. 548 549 Merger of two authorities existing under the Act shall be accomplished by the same 550 method as joinder of a new member locality. 551 552 ARTICLE V 553 BOARD OF DIRECTORS,TERMS OF OFFICE 554 555 The powers of the Authority shall be exercised by a board of directors composed of 556 five voting members and five alternate members, with one voting member and one 557 alternate appointed by the governing bodies of each of the member localities as set 558 forth in this Article.Members of the board of directors or their alternate members may 559 must be;bat are to ie;elected_offigals mt of the governing body 560 of-pre€essional stafrof a member locality.In the event a board of directors member or 561 alternate member is removed from office as a director, has his or her term of office 1562 with the appointing locality end, or-has-his er-lieFemplaymemwit#te--appeia g 563 locality end # eF tett-eil , that board of directors 564 member shall be disqualified and his or her seat on the board of directors shall become 565 automatically vacant. The governing body of the member locality that appointed that 566 board member may appoint a replacement to serve the remainder of the term. 567 568 The terms of office of the board of directors members shall be four years. The initial 569 terms shall be staggered such that two members are initially appointed for two-year 570 terms,and three members are initially appointed for four years.Members may succeed 571 themselves.Appointments to fill vacancies,however arising,shall be for the remainder 572 of the unexpired term. If at the end of any term of office a successor director has not 573 been appointed, then the director whose term of office has expired shall continue to 574 hold office until his or her successor is appointed and qualifies. 575 576 The board of directors shall annually elect from among its members a chairman and a 577 vice-chairman, and shall annually elect a secretary and treasurer who need not be 578 members. 579 580 The names and addresses, and terms of office of the members of the initial board of 581 directors of the Authority are as follows: [NOTE A ' TT1 i S TIME I RDPOSED 582 MEMBERS ARJ_ ..,LELECTED QIFICIAISI 583 CITY OF CHESAPEAKE(Initial Term Two Years): 584 Voting Member: 585 Hon. Susan J. Vitale 586 306 Cedar Road 587 Chesapeake, Virginia 23322 588 Alternate Member: 589 Scott D. Fairholm,Chief Information Officer 590 306 Cedar Road 591 Chesapeake,Virginia 23322 592 CITY OF NORFOLK(Initial Term.Two Years): 19 593 Voting Member: 594 Hon. Andria P. McClellan 595 810 Union Street, Suite 1006 596 Norfolk, Virginia 23510 597 Alternate Member: 598 Catheryn Whitesell,Assistant City Manager 599 810 Union Street,Suite 1100 600 Norfolk, Virginia 23510 601 CITY OF PORTSMOUTH(Initial Term Four Years): 602 Voting Member: 603 Daniel Jones, Chief Information Officer 604 801 Crawford Street 605 Portsmouth,Virginia 23704 606 Alternate Member: 607 Dr. L. Penis Patton, City Manager 608 801 Crawford Street 609 Portsmouth, Virginia 23704 610 CITY OF SUFFOLK(Initial Term Four Years): 611 Voting Member: 612 Patrick Roberts, City Manager 613 442 West Washington Street 614 Suffolk, Virginia 23434 615 Alternate Member: 616 Ken Beam,Chief Information Officer 617 442 West Washington Street 618 Suffolk,Virginia 23434 619 CITY OF VIRGINIA BEACH (Initial Term Four Years): 620 Voting Member: 621 Hon. Rosemary Wilson 622 2401 Courthouse Drive 623 Virginia Beach, Virginia 23456 624 Alternate Member: 625 Peter"Pedro" Wallace,Chief Information Officer 626 2401 Courthouse Drive 627 Virginia Beach, Virginia 23456 628 The terms of office of the initial members of the board of directors of the Authority 629 shall begin on the date of the issuance of a certificate of incorporation or charter for 630 the Authority by the State Corporation Commission. , 20 • 631 632 Each voting member of the board of directors shall have one equal vote in all matters 633 before the board of directors. In the event of the absence or recusal pursuant to law of 634 a voting member, but not in the event of his or her mere abstention from a vote, the 635 alternate member appointed by that locality shall be entitled to vote in his or her stead. 636 637 ARTICLE VI 638 PURPOSE 639 640 The purpose of the Authority is to provide or assist in the provision of qualifying 641 communication services as defined in Article 5.1 (§56-484.7:1 et seg.)of Chapter 15 of 642 Title 56 of the 1950 Code of Virginia, as amended, and to provide such other services 643 as provided by law and Chapter 54.1 of Title 15.2 of the Code of Virginia, 1950, as 644 amended. 645 646 ARTICLE VII 647 POWERS 648 649 The Authority shall have all of the powers set forth within Virginia Code § 15.2- 650 5431.11,and any other powers set forth within the Act.The Authority's powers under 651 the Act shall be liberally construed to effect the purposes of the Act. 652 653 The board of directors may appoint such committees and employees as it may from 654 time to time deem convenient, including an executive director or chief executive 655 officer and project committees,and delegate to them such corporate powers on behalf 656 of the Authority as may be permitted by law. 657 ARTICLE VIII 658 659 DISSOLUTION 660 661 The Authority may be dissolved in the manner set forth in Virginia Code§ 15.2-5431.9 662 upon a resolution by the board of directors finding that the purposes for which it was 663 created have been completed or are impractical or impossible and that all of its 664 obligations have been paid or have been assumed by one or more of the member 665 localities or any authority created thereby or that cash or United States government 666 securities have been deposited for their payment. 667 668 AND BE IT FURTHER RESOLVED that the City Manager or his or her designee is authorized to 669 take all action necessary or convenient to cause the necessary legal documents to be prepared and 670 executed to approve the creation of the Authority. 1671 AND THIS RESOLUTION IS EFFECTIVE on levees-4& 9_11.141?1• 672 CITY COUNCIL OF THE CITY OF [NAME] 673 674 Its: «l,-_10. W,.?. : 21 675 676 Attest: 677 } {i I } I 22 otNlA'$EAc 0 Ad City Of 'Tirgi rii a E3 eacl 94s elm Op OUR NO� V@g0v.Com OFFICE OF THE CITY MANAGER MUNICIPAL CENTER (757)385-4242 BUILDING 1 FAX(757)427.5626 2401 COURTHOUSE DRIVE TTY 711 VIRGINIA BEACH,VA 23456-9001 October 25, 2019 The Honorable Robert M. Dyer, Mayor Members of City Council Subject: Response Reference Southside Network Authority Dear Mayor Dyer and Members of Council, At the October 15, 2019 Council meeting at which the regional Southside Network Authority initative was discussed, staff received requests for additional information, including copies of information that has been provided by our regional partners to their respective City Councils. Associate City Attorney Debra Bryan has compiled the requested data and that is enclosed with this letter. I have also enclosed a flashdrive containing the Final Hampton Roads Regional Connectivity Ring(HRRCR) Master Plan and the HRRCR 30%Design Drawings for your review. There were also requests concerning informational videos that have been prepared. Virginia Beach staff prepared an informational video which may be found at: https://www.youtube.comiwatch?v=D-INjSKtUcs&feature=youtu.be Chesapeake prepared an informational video which may be found at: https://youtu.be/BMfn4T3QvSM Please let me know if you have any questions. Respectfully, PI aAr Thomas M. Leahy, P.E. Acting City Manager Enclosures Copy: Mark Stiles, City Attorney Debra Bryan, Associate City Attorney Peter Wallace,Chief Information Office r RESPONSE TO ITEMS REQUESTED BY THE VIRGINIA BEACH CITY COUNCIL AT ITS OCTOBER 15, 2019 MEETING REGARDING THE FORMATION OF THE SOUTHSIDE NETWORK AUTHORITY October 25, 2019 Response to Items Requested by City Council at its October 15, 2019 meeting: 1. Summary of Regional Broadband Initiative Activities 2. Virginia Wireless Service Authorities Act,Va. Code§15.2-5431.1 et seq. A copy was emailed to all City Council members on Friday, 10/18/19 by the City Clerk, and a hardcopy is included in this packet for reference. 3. Summary of Presentations.Discussions,Public Hearing Activity in Each City Suffolk (per Patrick Roberts, City Manager& Karla Carter, City Attorney's Office) Briefing: September 4,2019—Copy of presentation attached. Public Hearing: October 16, 2019 Speakers: 1 in favor;0 opposed. Vote: October 16, 2019,adopted unanimously Commentary: We briefed Council last month on the purpose and need for the Regional Connectivity Ring(RCR)and the authority at a televised work session meeting last month. Council approved the necessary measures at their regular Council meeting this past Wednesday. I can provide more info if needed—Patrick Roberts Norfolk (per Andrew Fox, Deputy City Attorney) Briefing: August 27, 2019—Copy of presentation attached. Public Hearing: October 22,2019 Speakers: 1 in favor;0 opposed; 1 provided information (Cox representative) Vote: October 22,2019, adopted unanimously Commentary: There has been no opposition or substantive discussion. Councilmember McClellan provided information from Norfolk's perspective for this media piece that was released on August 20:https://www.13newsnow.com/article/techjsouthside-cities-to-vote-on-authority- next-steps-for-high-speed-internet-ring/291-ccb67b4c-b8fa-464d-855c-715c549eb52a Portsmouth (per Jeff Miller, City Attorney's Office) Briefing: August 26,2019—Copy of presentation attached. Public Hearing: October 22, 2019 Speakers: 1 provided information (Cox representative) Vote: Scheduled - November 12, 2019 Commentary: The council has been supportive thus far and has not requested any amendments to the formation documents. Our CIO provided a general review of the steering committee and its goals at the beginning of the year and a more in-depth look at the structure of the proposed authority in August—Jeff Miller 1 Chesapeake (per Jim Baker, City Manager& Ellen Bergren, City Attorney's Office) Briefing: July 23,2019—Copy of presentation attached. October 18, 2019—Copy of Financial Consequences Memo Public Hearing: October 22, 2019 Speakers: 1 in favor;0 opposed; 1 provided information (Cox representative); 1 asked questions Vote: Scheduled-November 12, 2019 Commentary on information given to Council: Council was presented with a promotional video (link below). In addition,Scott Fairholm, our CIO,presented a series of slides(also attached). https://youtu.be/BMfn4T3QvSM Chesapeake provided the Council with a work session presentation several weeks ago. As part of that presentation, we provided copies of the final draft of the comprehensive agreement and other related Authority documents. More recently,some Council members have asked that we reissue these presentation materials and summarize the prior costs we hove incurred pursuing the project along with estimating the likely the future commitments staff believes the City will be asked to make. This documentation was just sent to them today so they can be prepared for our scheduled public hearing on Tuesday, October 22. They will be asked to approve joining the authority on November 12. No proposed amendments have been discussed or raised at this point—Jim Baker Commentary on VB's proposed edits: Unfortunately, I think both these proposed edits are likely non-starters for Chesapeake,purely from a practical perspective. First, some jurisdictions (like Suffolk)have already approved the Authority documents as drafted. Secondly, unless I am missing something, the proposed change requiring all board members and alternates to be elected officials would invalidate all the previously published public meeting notices because the initial list of board members would have to be changed and incorporated into a new notice that would need to be re-published by each jurisdiction. Thirdly, it seems presumptuous to me for any individual jurisdiction to suggest that all the others must adopt the same policy decision about who can best represent their interests on the Authority Board. Under the current formulation, Virginia Beach is free to choose only elected officials to serve as their Board member and alternate. The other jurisdictions are also free to adopt this policy. However, there was much discussion about the need to bring some technical and operational expertise into the board room and I don't think Virginia Beach should seek to impose their preferences on other project partners who may view having some non-elected representatives as valuable. As respects the concept of unilateral withdrawal, 1 am typically an advocate for granting each jurisdiction great flexibility to pursue their own paths. However, 1 don't believe the language suggested is anywhere near sufficient to ensure a withdrawing jurisdiction would not adversely impact the remaining Authority members. Keep in mind that we have yet to determine how construction of the ring will be financed or how the various city commitments toward construction of the ring will be implemented. While it may be realistic in the future to amend the 2 Authority documents to facilitate the departure of a city who desires to withdraw, I am very skeptical about our practical ability to adequately anticipate all the collateral consequences if a withdrawal occurred in the near-term future;before the ring is constructed and operational. Prior to that time, I tend to believe all five cities must be committed to remain members of the Authority unless al!jurisdictions agree on a request to withdraw—Jim Baker 10/18/19 Virginia Beach RECAP— recent briefings and information distribution: August 13 2019—distributed via City Council's Friday Package: 1. Cover letter from City Manager 2. Copy of Draft Comprehensive Agreement for Formation of a Wireless Service Authority 3. Proposed Resolution to Create the Authority 4. Proposed Articles of Incorporation 5. PowerPoint Presentation August 20, 2019—Presentation to City Council in Open Session by City Manager, Pedro Wallace, Debra Bryan. September 3, 2019—Letter from John Moss distributed to all City Council members. September 15, 2019—Full page Public Hearing advertisement ran in the Beacon,containing entire text of the proposed Resolution including Articles of Incorporation. October 15, 2019—City Council discussion in informal Session. Public Hearing held in Formal Session,3 speakers,two (2)were Virginia Beach residents and one (1) was Sarah Buck,a representative of Cox Communications. 3 4. Potential Costs to City a. Completion of the Design to 100%and Initial Management—The estimated cost completing the design is$800,000, and an additional$200,000 has been estimated as the amount needed to hire or contract for a full or part-time employee of the Authority. This will be allocated as$160,000 for each City to complete design and $40,000 for administrative cost. Virginia Beach's portion of$200,000 was already included in this year's budgetary process as part of the NGN CIP. b. In-kind Donations of Existing Facilities—None of the existing city facilities or Next Generation Network fiber infrastructure are being considered for conveyance to the Authority. Possibly in the future the Authority may request use of some of the City's conduit already installed, in order to comply with the "dig once" policy,to run its fiber. The City may also contribute easements to the Authority along the proposed fiber route, if some of the infrastructure is build outside of the right-of-way. The Authority will seek a franchise agreement from each City, including Virginia Beach, in order to maintain its infrastructure in the rights-of-way. c. Cost-sharing to Complete the Fiber Ring—Following investment in the 100%design, the Authority intends to be self-funding. The Authority will secure funding on its own (one of the benefits),through a combination of state and federal grants available for broadband expansion and if necessary, loans that will be made against the Authority's infrastructure and revenue. If the Authority proposes that the cities provide some or all of the construction funding,all 5 cities would need to agree to do so,separate and apart from the each city's participation in Authority governance. It will take several years to reach break-even and profitability,the details of which are included in the Master Plan. The exact amount needed to capitalize the regional ring will not be known until the 100%design is complete, however, at this stage the cost is estimated not to exceed $28 million,total. d. Ongoing Costs—The ongoing costs of management and maintenance will be offset by the user fees and lease of dark fiber for middle-mile solutions for ISP's. The 5 City governments have already committed as users of the ring,and so these are "anchor tenants". The amount each city will spend to use Dedicated Internet Access(DIA) is expected to be significantly less than what each city is spending now for internet connection. For the City of Virginia Beach, it is expected to be$8000-$10,000 less per month,at today's usage and rates. As Virginia Beach's connectivity needs become greater, the savings will follow suit and higher bandwidths will be available to the cities. 5. Benefits of the Authority a. Separate Legal Entity—Wireless Service Authorities are separate, legal entities from the localities that form them. They are similar to other local or regional authorities(waste and water authorities, regional jail authorities,economic or industrial development authorities, etc.). Just like other local authorities,Wireless Service Authorities are public bodies that can enter into contracts, sue and be sued, borrow money, and issue debt to finance their projects. They automatically meet the IRS definition of a non-profit entity and are 100%tax- exempt. The debt of the Authority is secured by revenues and property of the Authority, 4 and not by its individual localities. By contrast,the Steering Committee contemplated forming a non-profit corporation outside of the Authority Act early on,and after realizing the many tax implications and liability issues, reasoned that the Authority Act as promulgated by the General Assembly provided the best alternative. b. Financing—Wireless Service Authorities can borrow money and issue revenue bonds that do not constitute debt of the local governing body to finance their projects. In 2007,the Virginia General Assembly added wireless broadband equipment and infrastructure to the definition of projects that may be entered into under the provisions of the Virginia Public- Private Education Facilities and Infrastructure Act(PPEA), and projects that can be financed through the Virginia Resources Authority. c. Flexibility—In most instances, a Wireless Service Authority has the flexibility to provide services that the locality cannot provide on its own. Virginia localities are generally prohibited from providing Internet broadband services,with limited exceptions, including certain localities with "service gaps"who successfully petition the State Corporation Commission,and municipal providers of electricity. Wireless Service Authorities under the provisions of the Act have flexibility to acquire,construct, improve,enlarge,operate or extend any project providing qualifying communications services under the Act. d. Facilities—Wireless Service Authorities can own and operate their own facilities. In addition,they are authorized to access state-owned lands for the placement of their facilities. A provision was added to state law in 2008 that requires the Commonwealth to lease available space on state tower facilities to qualifying ISP's in underserved areas. A Wireless Services Authority could presumably qualify for such access if it meets these conditions. e. Freedom of Information Act(FOIA)—Since the Wireless Service Authority is a public body under Virginia law, it is subject to FOIA which requires meetings to be noticed and open to the public and requires disclosure, upon a citizen's request, of its records that cannot otherwise be excluded from FOIA. There are, however, exclusions from FOIA specific to Wireless Service Authorities. These exclusions relate to certain proprietary information and trade secrets,as well as certain meetings that involve negotiations under the Virginia Public Procurement Act. 5 REGIONAL BROADBAND STEERING COMMITTEE Facilitator: Bob Crum, Director, Hampton Roads Planning District Commission(HRPDC) Broadband Subject Matter Expert: Jeff Beekhoo Chesapeake Portsmouth Suffolk Norfolk Virginia Beach City Manager Jim Baker Dr. L. Pettis Patrick Catheryn Tom Leahy or Designee Patton Roberts Whitesell Council Susan Vitale Lisa Lucas- Donald Andria Rosemary Member Burke Goldberg McClellan Wilson CIO Scott Fairholm Daniel Jones Ken Beam Steve DeBerry Peter Wallace Legal Ellen Bergren Jeff Miller Karla Carter Andrew Fox Debra Bryan $500,000 has been spent to date for 30%design and master plan of the fiber ring to connect all 5 cities. A copy of this work product will be provided via flash drive to all City Council members. $1,000,000 is the estimated cost to complete design of the ring to 100%and hire a project manager. Each City has agreed to contribute $200,000. SUMMARY OF KEY DATE ACTIONS: Public Hearing Ad Publication: 9/15—Virginia Beach (Va. Pilot—Beacon) $2,575.00(published entire resolution) 9/15—Suffolk not reported 9/15—Portsmouth not reported 9/20—Norfolk(Va. Pilot—Classifieds) $515.21 (published summary) 9/22—Chesapeake (Va. Pilot) $1,250.00(published entire resolution) City Public Hearing Vote Virginia Beach 10/15/19—COMPLETE 11/12/19 Suffolk 10/16/19—COMPLETE 10/16/19—ADOPTED Portsmouth 10/22/19—COMPLETE 11/12/19 Norfolk 10/22/19—COMPLETE 10/22/19—ADOPTED Chesapeake 10/22/19—COMPLETE 11/12/19 6 ATTACHMENTS: 1) Summary of Regional Broadband Initiative Activities 2) Presentations made to: a. Suffolk City Council b. Norfolk City Council c. Portsmouth City Council d. Chesapeake City Council e. Virginia Beach City Council 3) Virginia Wireless Service Authorities Act 4) Flash Drive containing: a. Final HRRCR Master Plan b. 30%Design Drawings 7 Summary of Regional Broadband Initiative Activities October 25,2019 The Regional Broadband Initiative is being guided by a ten member Broadband Steering Committee which consists of one elected official and the city manager from each of the five South Side Cities. The Broadband Steering Committee has met on a regular basis over the past two years to educate itself on the opportunities presented by the subsea cables that have landed in Virginia Beach, and provide oversight for a process to connect these subsea cables with a fiber network and ring that spreads this ultrafast service among the five South Side Cities. Staff support for the Broadband Steering Committee has been provided by the Hampton Roads Planning District Commission (HRPDC). Through the Broadband Steering Committee, the five South Side Cities have jointly financed and completed the 30 percent design work for the South Side Fiber Ring. This 30 percent design produced an agreed upon route for the South Side Fiber Ring in each of the five South Side Cities. In addition, the Steering Committee celebrated the first interconnection of the South Side Fiber Ring in September 2018 between Norfolk and Virginia Beach near Virginia Wesleyan University, and successfully competed with 79 other metropolitan regions and was recognized as the Grand Prize Winner for the National Infrastructure Challenge held in the Fall of 2018. The next step in this process is for the Broadband Steering Committee to complete the final 100%design work for the South Side Fiber Ring and develop a governance structure to provide ongoing oversight and management of this project. To facilitate these next steps, the Broadband Steering Committee formed the following subcommittees to advance work on targeted areas related to this effort. Governance Subcommittee This Subcommittee consists of the city managers from the five south side cities and a representative from each city's legal staff. The charge of this subcommittee was to evaluate various governance structures and make a recommendation to the Broadband Steering Committee. To address this assignment,the Governance Subcommittee acquired the services of a legal consultant with experience in forming governance structures for broadband initiatives. After evaluating several options,the Governance Subcommittee recommended the formation of a broadband authority as the best approach for managing the regional broadband initiative. The Governance Subcommittee worked with its legal consultant to develop the Authority formation documents, which were endorsed by the full Broadband Steering Committee. Technical Subcommittee This Subcommittee is comprised of the Chief Information Officers from each of the five South Side Cities, and was asked to develop the technical standards for the South Side Fiber Ring. The Technical Committee completed its work in June 2019, and these technical standards will be included in the Request for Proposals that will soon be released for the final 100%design work for the South Side Fiber Ring. Advocacy Subcommittee This Subcommittee includes Norfolk City Council Member Andria McClellan and Chesapeake City Council Member Susan Vitale. This Committee was asked to discuss the importance of the Regional Fiber Initiative with State officials. The Advocacy Subcommittee has met and discussed the Fiber Ring Initiative with the following entities: • Virginia Economic Development Partnership and Virginia Department of Housing and Community Development • Virginia General Assembly members/Hampton Roads Caucus • Statewide Broadband Committee Code of Virginia Title 15.2. Counties, Cities and Towns Chapter 54.1.Virginia Wireless Service Authorities Act § 15.2-5431.1.Title of chapter;construction. This chapter shall be known and may be cited as the "Virginia Wireless Service Authorities Act." This chapter shall constitute full and complete authority for the doing of the acts herein authorized, and shall be liberally construed to effect the purposes of the chapter. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.2.Definitions. As used in this chapter,unless the context requires a different meaning: "Authority" means an authority created under the provisions of this chapter or, if any such authority has been abolished,the entity succeeding to the principal functions thereof. "Bonds" and "revenue bonds" include notes,bonds,bond anticipation notes, and other obligations of an authority for the payment of money. "Cost" or "cost of a project" means,but shall not be limited to,the cost of acquisition, construction, reconstruction, improvement, enlargement,betterment or extension of any project, including the cost of studies,plans, specifications, surveys, and estimates of costs and revenues relating thereto,the cost of labor and materials;the cost of land, land rights,rights-of- way and easements,water rights, fees, permits, approvals, licenses, certificates, franchises, and the preparation of applications for and securing the same; administrative, legal, engineering and inspection expenses; financing fees, expenses and costs;working capital; interest on bonds during the period of construction and for such reasonable period thereafter as may be determined by the issuing authority; establishment of reserves;and all other expenditures of the issuing authority incidental, necessary or convenient to the acquisition, construction, reconstruction, improvement, enlargement,betterment or extension of any project and the placing of the project in operation. "Project" means any system of facilities for provision of qualifying communications services as authorized by Article 5.1 (§ 56 484.7:1 et seq.)of Chapter 15 of Title 56. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.3.Creation of authority. The governing body of a locality may by resolution, or two or more localities may by concurrent resolutions, create an authority,the name of which shall contain the word "authority." The authority shall be a public body politic and corporate.The resolution creating the authority shall not be adopted or approved until a public hearing has been held in each participating locality on 1 10/15/2019 the question of its adoption or approval. 2003, c. 643;2005, c. 299. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.4.Resolution creating authority to include articles of incorporation. The resolution creating an authority shall include articles of incorporation,which shall set forth: 1.The name of the authority and address of its principal office. 2.The name of the locality creating the authority and the names, addresses and terms of office of the first members of the board of the authority. 3.The purposes for which the authority is being created,which shall be to provide qualifying communications services as authorized by Article 5.1 (§ 56-484.7:1 et seq.)of Chapter 15 of Title 56. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.5.Advertisement of resolution and notice of hearing. The governing body of the locality shall cause to be advertised at least one time in a newspaper of general circulation in such locality a copy of the resolution creating the authority, or a descriptive summary of the resolution and a reference to the place within the locality where a copy of the resolution can be obtained, and notice of the day, not less than 30 days after publication of the advertisement, on which a public hearing will be held on the resolution. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.6.Hearing;referendum. If at the hearing, in the judgment of the governing body of the locality, substantial opposition is heard,the governing body may at its discretion petition the circuit court to order a referendum on the question of adopting or approving the ordinance, agreement or resolution. The provisions of§ 24.2-684 shall govern the order for a referendum. If 10 percent of the qualified voters in a locality file a petition with the governing body at the hearing calling for a referendum, such governing body shall petition the circuit court to order a referendum in that locality as provided in this section. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section 2 10/15/2019 may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.7.Filing articles of incorporation. After adoption or approval of a resolution creating an authority,the governing body of the locality shall file with the State Corporation Commission the authority's articles of incorporation. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.8.Issuance of certificate or charter. The State Corporation Commission shall issue a certificate of incorporation or charter to the authority if it finds that the articles of incorporation conform to law. Upon the issuance of the certificate or charter such authority shall be conclusively deemed to have been lawfully and properly created and established and authorized to exercise its powers under this chapter. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.9.Dissolution of authority. A. Whenever the board of an authority determines that the purposes for which it was created have been completed or are impractical or impossible and that all its obligations have been paid or have been assumed by one or more of such political subdivisions or any authority created thereby or that cash or United States government securities have been deposited for their payment, it shall adopt and file with the governing body a resolution declaring such facts. If the governing body adopts a resolution concurring in such declaration and finding that the authority should be dissolved,they shall file appropriate articles of dissolution with the State Corporation Commission. B. Notwithstanding the provisions of subdivision 1 of§ 15.2-5431.11, an authority shall continue in existence and shall not be dissolved because the term for which it was created, including any extensions thereof, has expired, unless all of such authority's functions have been taken over and its obligations have been paid or have been assumed by one or more political subdivisions or by an authority created thereby, or cash or United States government securities have been deposited for their payment. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.10.Members of authority board;chief administrative or executive officer. A. The powers of each authority created by the governing body of a locality shall be exercised by 3 10/15/2019 an authority board of five members, or at the option of the board of supervisors of a county, a number of board members equal to the number of members of the board of supervisors. The board members of an authority shall be selected in the manner and for the terms provided by the agreement or ordinance or resolution or concurrent ordinances or resolutions creating the authority. One or more members of the governing body of a locality may be appointed board members of the authority,the provisions of any other law to the contrary notwithstanding.No board member shall be appointed for a term of more than four years.When one or more additional political subdivisions join an existing authority, each of such joining political subdivisions shall have at least one member on the board. Board members shall hold office until their successors have been appointed and may succeed themselves.The board members of the authority shall elect one of their number chairman, and shall elect a secretary and treasurer who need not be members.The offices of secretary and treasurer may be combined. B.A majority of board members shall constitute a quorum and the vote of a majority of board members shall be necessary for any action taken by the authority.An authority may,by bylaw, provide a method to resolve tie votes or deadlocked issues. C.No vacancy in the board membership of the authority shall impair the right of a quorum to exercise all the rights and perform all the duties of the authority. If a vacancy occurs by reason of the death, disqualification or resignation of a board member,the governing body of the locality that created the authority shall appoint a successor to fill the unexpired term.Whenever a political subdivision withdraws its membership from an authority,the term of any board member appointed to the board of the authority from such political subdivision shall immediately terminate. Board members shall receive such compensation as fixed by resolution of the governing body that created the authority, and shall be reimbursed for any actual expenses necessarily incurred in the performance of their duties. D.The board members may appoint a chief administrative or executive officer who shall serve at the pleasure of the board members. He shall execute and enforce the orders and resolutions adopted by the board members and perform such duties as may be delegated to him by the board members. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.11.Powers of authority. Each authority is an instrumentality exercising public and essential governmental functions to provide for the public health and welfare, and each authority may: 1.Exist for a term of 50 years as a corporation, and for such further period or periods as may from time to time be provided by appropriate resolutions of the political subdivision creating the authority;however,the term of an authority shall not be extended beyond a date 50 years from the date of the adoption of such resolutions; 2.Adopt, amend or repeal bylaws, rules and regulations, not inconsistent with this chapter or the general laws of the Commonwealth,for the regulation of its affairs and the conduct of its business and to carry into effect its powers and purposes; 4 10/15/2019 3.Adopt an official seal and alter the same at pleasure; 4. Maintain an office at such place or places as it may designate; 5. Sue and be sued; 6.Acquire, construct, reconstruct,improve, enlarge, operate or extend any project; 7. Issue revenue bonds of the authority, such bonds to be payable solely from revenues to pay all or a part of the cost of a project; 8.Borrow at such rates of interest as authorized by the general law for authorities and as the authority may determine and issue its notes,bonds or other obligations therefor.The political subdivision creating the authority may lend,advance or give money to such authority; 9.Fix, charge and collect rates,fees and charges for the use of or for the services furnished by or for the benefit from any project operated by the authority. Such rates, fees,rents and charges shall be charged to and collected from any person contracting for the services or the lessee or tenant who uses or occupies any real estate that is served by or benefits from any such project. Connection and service fees established by an authority shall be fair and reasonable. Such fees shall be reviewed by the authority periodically and shall be adjusted, if necessary,to assure that they continue to be fair and reasonable; and 10. Contract with any person,political subdivision,federal agency, or any public authority or unit,on such terms as the authority deems proper,for the purpose of acting as a billing and collecting agent for service fees, rents or charges imposed by an authority. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.12.Contracts relating to use of systems. An authority may make and enter into all contracts or agreements,as the authority may determine,which are necessary or incidental to the performance of its duties and to the execution of the powers granted by this chapter,on such terms and conditions as the authority may approve.The contract shall be subject to such provisions, limitations or conditions as may be contained in the resolution of the authority authorizing revenue bonds of the authority or the provisions of any trust agreement securing such bonds. Such contract may provide for the collecting of fees,rates or charges for the services and facilities rendered to a subscriber thereof services provided by the authority and for the enforcement of delinquent charges for such services and facilities.The provisions of the contract and of any resolution of the governing body shall not be repealed so long as any of the revenue bonds issued under the authority of this chapter are outstanding and unpaid.The provisions of the contract, and of any resolution enacted pursuant thereto, shall be for the benefit of the bondholders. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose 5 10/15/2019 provisions have expired. § 15.2-5431.13.Insurance for employees. An authority may establish retirement,group life insurance, and group accident and sickness insurance plans or systems for its employees in the same manner as localities are permitted under§§ 51.1-801 and 51.1-802. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.14.Issuance of revenue bonds. An authority may provide by resolution for the issuance of revenue bonds of the authority for the purpose of paying the whole or any part of the cost of any project.The principal of and the interest on the bonds shall be payable solely from the funds provided for in this chapter for such payment. The full faith and credit of the locality shall not be pledged to support the bonds. The bonds of each issue may be dated, may mature at any time or times not exceeding 40 years from their date or dates, may be subject to redemption or repurchase at such price or prices and under such terms and conditions, and may contain such other provisions, all as determined before their issuance by the authority or in such manner as the authority may provide.The bonds may bear interest payable at such time or times and at such rate or rates as determined by the authority or in such manner as the authority may provide, including the determination by reference to indices or formulas or by agents designated by the authority under guidelines established by it. The authority shall determine the form of the bonds, including any interest coupons to be attached thereto, and the manner of execution of the bonds, and shall fix the denomination or denominations of the bonds and the place or places of payment of principal and interest,which may be at any bank or trust company within or outside the Commonwealth. If any officer whose signature or a facsimile of whose signature appears on any bonds or coupons,ceases to be an officer before the delivery of such bonds,his signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until delivery.All revenue bonds issued under the provisions of this chapter shall have,as between successive holders, all the qualities and incidents of negotiable instruments under the negotiable instruments law of the Commonwealth. The bonds may be issued in coupon,bearer, registered or book entry form, or any combination of such forms, as the authority may determine. Provision may be made for the registration of any coupon bonds as to principal alone and also as to both principal and interest, and for the reconversion into coupon bonds of any bonds registered as to both principal and interest.The issuance of such bonds shall not be subject to any limitations or conditions contained in any other law, and the authority may sell such bonds in such manner, either at a public or a private sale, and for such price, as it may determine to be for the best interest of the authority and the political subdivisions to be served thereby. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. 6 10/15/2019 § 15.2-5431.15.Time for contesting validity of proposed bond issue;when bonds presumed valid. A.For a period of 30 days after the date of the filing with the circuit court having jurisdiction over the locality creating the authority, any person in interest may contest the validity of the bonds,the rates, fees and other charges for the services and facilities furnished by,for the use of, or in connection with, any such project,the pledge of the revenues of therefrom, or any combination of any thereof. If such contest is not given within the 30-day period,the authority to issue the bonds,the validity of the pledge of revenues necessary to pay the bonds,the validity of any other provision contained in the resolution, trust agreement, indenture or other instrument, and all proceedings in connection with the authorization and the issuance of the bonds shall be conclusively presumed to have been legally taken and no court shall have authority to inquire into such matters and no such contest shall thereafter be instituted. B.Upon the delivery of any bonds reciting that they are issued pursuant to this chapter and a resolution or resolutions adopted under this chapter,the bonds shall be conclusively presumed to be fully authorized by all the laws of the Commonwealth and to have been sold, executed and delivered by the authority in conformity with such laws, and the validity of the bonds shall not be questioned by a party plaintiff, a party defendant, the authority, or any other interested party in any court, anything in this chapter or in any other statutes to the contrary notwithstanding. 2003,c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.16.Proceeds of bonds. The proceeds of bonds issued pursuant to§ 15.2-5431.14 shall be used solely for the payment of the cost of the project or projects for which they were issued and shall be disbursed in such manner and under such restrictions, if any, as the authority may provide in the authorizing resolution or in any trust agreement. If the proceeds of the bonds,by error of estimates or otherwise, are less than such cost, additional bonds may in like manner be issued to provide the amount of such deficit and, unless otherwise provided in the authorizing resolution or in the trust agreement securing them, shall be deemed to be of the same issue and entitled to payment from the same fund without preference or priority of the bonds first issued for the same purpose. If the proceeds of the bonds of any issue exceed the amount required for the purpose for which such bonds were issued,the surplus shall be deposited to the credit of the sinking fund for such bonds. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.17.Interim receipts and temporary bonds;bonds mutilated,lost or destroyed. A. Prior to the preparation of definitive bonds,the authority may,under like restrictions, issue interim receipts or temporary bonds,with or without coupons, exchangeable for definitive bonds when such bonds have been executed and are available for delivery. 7 10/15/2019 B. If any bond issued under this chapter is mutilated, lost or destroyed,the authority may cause a new bond of like date, number and tenor to be executed and delivered upon the cancellation in exchange or substitution for a mutilated bond and its interest coupons, or in lieu of and in substitution for a lost or destroyed bond and its unmatured interest coupons. Such new bond or coupon shall not be executed or delivered until the holder of the mutilated, lost or destroyed bond has(i) paid the reasonable expense and charges in connection therewith and, in the case of a lost or destroyed bond,has filed with the authority and its treasurer evidence satisfactory to such authority and its treasurer that such bond was lost or destroyed and that the holder was the owner and(ii)furnished indemnity satisfactory to the treasurer of the authority. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.18.Provisions of chapter only requirements for issue. Bonds may be issued under the provisions of this chapter without obtaining the approval or consent of any department, division, commission,board,bureau or agency of the Commonwealth, and without any other proceeding or the happening of any other condition or thing than those proceedings, conditions or things that are specifically required by this chapter. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.19.Limitations in bond resolution or trust agreement. The resolution providing for the issuance of revenue bonds of the authority, and any trust agreement securing such bonds, may contain such limitations upon the issuance of additional revenue bonds as the authority deems proper. Such additional revenue bonds shall be issued under such limitations. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.20.Bonds not debts of Commonwealth or participating political subdivision. Revenue bonds issued under the provisions of this chapter shall not constitute a pledge of the faith and credit of the Commonwealth or of any political subdivision or locality.All bonds shall contain a statement on their face substantially to the effect that neither the faith and credit of the Commonwealth nor the faith and credit of any political subdivision are pledged to the payment of the principal of or the interest on the bonds.The issuance of revenue bonds under the provisions of this chapter shall not directly or indirectly or contingently obligate the Commonwealth or any political subdivision to levy any taxes or to make any appropriation for their payment except from the funds pledged under the provisions of this chapter. 8 10/15/2019 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.21.Exemption from taxation. No authority shall be required to pay any taxes or assessments upon any project acquired or constructed by it under the provisions of this chapter or upon the income therefrom.The bonds issued under the provisions of this chapter,their transfer and the income therefor, including any profit made on their sale, shall be free from taxation within the Commonwealth. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.22.Trust agreement;bond resolution. In the discretion of the authority, any revenue bonds issued under the provisions of this chapter may be secured by a trust agreement by and between the authority and a corporate trustee,which may be any trust company or bank having the powers of a trust company within or outside the Commonwealth.The resolution authorizing the issuance of the bonds or the trust agreement may pledge or assign the revenues to be received.The resolution or trust agreement may set forth the rights and remedies of the bondholders, and may restrict the individual right of action by bondholders as is customary in trust agreements or trust indentures securing bonds or debentures of corporations.The resolution or trust agreement may also contain such other provisions as the authority deems reasonable and proper for the security of the bondholders. Except as otherwise provided in this chapter, the authority may provide for the payment of the proceeds of the sale of the bonds and its revenues to such officer,board or depositary as it may designate for the custody thereof, and for the method of disbursement thereof,with such safeguards and restrictions as it may determine.All expenses incurred in carrying out the provisions of the resolution or trust agreement may be treated as part of the cost of operation. 2003,c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.23.Disposition of unclaimed funds due on matured bonds or coupons. Any authority having bonds outstanding on which principal, premium or interest has matured for a period of more than five years may pay any money being held to pay the matured principal, premium or interest into the general fund of the authority.Thereafter,the owners of the matured bonds may look only to the authority for payment.The authority shall maintain a record of the bonds for which the funds were held. 2003,c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section 9 10/15/2019 may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.24.Contracts concerning interest rates,currency,cash flow and other basis. A.Any authority may enter into any contract that the authority determines to be necessary or appropriate to place the obligation or investment of the authority, as represented by the bonds or the investment of their proceeds, in whole or in part, on the interest rate, cash flow or other basis desired by the authority. Such contracts may include without limitation contracts commonly known as interest rate swap agreements and futures or contracts providing for payments based on levels of, or changes in, interest rates. Such contracts or arrangements may be entered into by the authority in connection with, or incidental to, entering into or maintaining any(i)agreement that secures bonds or(ii)investment, or contract providing for investment, otherwise authorized by law. These contracts and arrangements may contain such payment, security, default, remedy, and other terms and conditions as determined by the authority, after giving due consideration to the creditworthiness of the counterparty or other obligated party, including any rating by any nationally recognized rating agency. B.Any money set aside and pledged to secure payments of bonds or any contracts entered into pursuant to this section, may be invested in accordance with Chapter 45 (§ 2.2-4500 et seq.)of Title 2.2 and may be pledged to and used to service any of the contracts or agreements entered into pursuant to this section, and any other criteria as may be appropriate. 2003,c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.25.Rates and charges. A. The authority may fix and revise rates, fees and other charges (which shall include,but not be limited to, a penalty not to exceed 10 percent on delinquent accounts, and interest on the principal), subject to the provisions of this section, for the use of a project or any portion thereof and for the services furnished or to be furnished by the authority, or facilities incident thereto, owned, operated or maintained by the authority, or facilities incident thereto, for which the authority has issued revenue bonds as authorized by this chapter or received loan funding from other sources. Such rates, fees and charges shall be so fixed and revised as to provide funds,with other funds available for such purposes, sufficient at all times (i)to pay the cost of maintaining, repairing and operating the project or systems, or facilities incident thereto, for which such bonds were issued or loans obtained, including reserves for such purposes and for replacement and depreciation and necessary extensions, (ii)to pay the principal of and the interest on the revenue bonds as they become due and reserves therefor, or other loan principal and interest, and(iii)to provide a margin of safety for making such payments.The authority shall charge and collect the rates, fees and charges so fixed or revised. The authority shall maintain records demonstrating compliance with the requirements of this section concerning the fixing and revision of rates, fees, and charges that shall be made available for inspection and copying by the public pursuant to the Virginia Freedom of Information Act(§ 2.2-3700 et seq.). B. No rates, fees or charges shall be fixed under subsection A until after a public hearing at which all of the users of such facilities;the owners,tenants or occupants of property served or to be 10 10/15/2019 served thereby;and all others interested have had an opportunity to be heard concerning the proposed rates, fees and charges.After the adoption by the authority of a resolution setting forth the preliminary schedule or schedules fixing and classifying such rates, fees and charges, notice of a public hearing, setting forth the proposed schedule or schedules of rates, fees and charges, shall be given by two publications, at least six days apart, in a newspaper having a general circulation in the area to be served by such systems at least 60 days before the date fixed in such notice for the hearing.The hearing may be adjourned from time to time.A copy of the notice shall be mailed to the governing bodies of all localities in which such systems or any part thereof is located.After the hearing the preliminary schedule or schedules, either as originally adopted or as amended, shall be adopted and put into effect. C.A copy of the schedule or schedules of the final rates, fees and charges fixed in accordance with subsection B shall be kept on file in the office of the clerk or secretary of the governing body of the locality, and shall be open to inspection by all interested parties.The rates, fees or charges so fixed for any class of users or property served shall be extended to cover any additional properties thereafter served which fall within the same class,without the necessity of a hearing or notice.Any increase in any rates, fees or charges under this section shall be made in the manner provided in subsection B.Any other change or revision of the rates, fees or charges may be made in the same manner as the rates, fees or charges were originally established as provided in subsection B. D. Connection fees established by any authority shall be fair and reasonable. Such fees shall be reviewed by the authority periodically and shall be adjusted, if necessary,to assure that they continue to be fair and reasonable. Nothing herein shall affect existing contracts with bondholders which are in conflict with any of the foregoing provisions. 2003, c. 643;2017, c. 389. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.26.Enforcement of charges. Any resolution or trust agreement providing for the issuance of revenue bonds under the provisions of this chapter may include any of the following provisions, and may require the authority to adopt such resolutions or to take such other lawful action as is necessary to effectuate such provisions.The authority may adopt such resolutions and take such other actions as follows: 1. Require any person who subscribes to pay rates, fees or charges for the use of or for the services furnished by any system acquired or constructed by the authority under the provisions of this chapter to make a reasonable deposit with the authority in advance to insure the payment of such rates, fees or charges and to be subject to application to the payment thereof if delinquent. 2. If any rates, fees or charges for the use of and for the services furnished by any system acquired or constructed by the authority under the provisions of this chapter are not paid within 30 days after due, the authority may at the expiration of such period disconnect the premises from the system, or otherwise suspend services and proceed to recover the amount of any such delinquent rates, fees or charges,with interest, in a civil action. 11 10/15/2019 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.27.Lien for charges. A. There shall be a lien upon real estate for the amount of any fees other charges by an authority to the owner or lessee or tenant of the real estate for the use and services of any system of the authority by or in connection with the real estate from the time when the fees,rents or charges are due, and for the interest which may accrue thereon. Such lien shall be superior to the interest of any owner, lessee or tenant of the real estate and rank on a parity with liens for unpaid real estate taxes.An authority may contract with a locality to collect amounts due on properly recorded liens in the same manner as unpaid real estate taxes due the locality.A lien for delinquent rates or charges applicable to three or fewer delinquent billing periods not exceeding 30 days each may be placed by an authority if the authority or its billing and collection agent(i) has advised the owner of such real estate at the time of initiating service to a lessee or tenant of such real estate that a lien will be placed on the real estate if the lessee or tenant fails to pay any fees, rents or other charges when due for services rendered to the lessee or tenant; (ii)has mailed to the owner of the real estate a duplicate copy of the final bill rendered to the lessee or tenant at the time of rendering the final bill to such lessee or tenant; and(iii)employs the same collection efforts and practices to collect amounts due the authority from a lessee or a tenant as are employed with respect to collection of such amounts due from customers who are owners of the real estate for which service is provided. B. The lien shall not bind or affect a subsequent bona fide purchaser of the real estate for valuable consideration without actual notice of the lien until the amount of such fees, rents and charges is entered in a judgment lien book in the office where deeds may be recorded in the locality in which the real estate or a part thereof is located.The clerk in whose office deeds may be recorded shall make and index the entries therein upon certification by the authority, for which he shall be entitled to a fee of$2 per entry,to be paid by the authority and added to the amount of the lien. The authority shall give the owner of the real estate notice in writing that it has made such certification to the clerk. C.The lien on any real estate may be discharged by the payment to the authority of the total lien amount, and the interest which has accrued to the date of the payment.The authority shall deliver a certificate thereof to the person making the payment.Upon presentation of such certificate,the clerk having the record of the lien shall mark the entry of the lien satisfied, for which he shall be entitled to a fee of$1. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.28.Trust funds. All moneys received pursuant to this chapter shall be deemed to be trust funds,to be held and applied solely as provided in this chapter. The resolution or trust agreement providing for the 12 10/15/2019 issuance of revenue bonds of the authority shall provide that any officer to whom,or any bank, trust company or other fiscal agent to which,such moneys are paid shall act as trustee of such moneys and shall hold and apply the same for the purposes provided in this chapter, subject to such regulations as such resolution or trust agreement may provide. 2003,c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.29.Bondholder's remedies. Any holder of revenue bonds issued by an authority under this chapter,or of any of the coupons appertaining thereto, except to the extent the rights given by this chapter may be restricted by the resolution or trust agreement providing for the issuance of such bonds,may,either at law or in equity,by suit,mandamus or other proceeding,enforce all rights under the laws of Virginia or granted by this chapter or under such resolution or trust agreement. Such holder may also compel the performance of all duties required by this chapter or by the resolution or trust agreement to be performed by the authority or by any officer thereof, including the fixing, charging and collecting of rates,fees and charges for the use of or for the services furnished by any system. 2003,c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.30.Refunding bonds. An authority may provide by resolution for the issuance of revenue refunding bonds of the authority to refund any revenue bonds outstanding and issued under this chapter,whether or not such outstanding bonds have matured or are then subject to redemption.Proceeds of such revenue refunding bonds may be used to discharge the revenue bonds, or such revenue refunding bonds may be exchanged for the revenue bonds. Each such authority may provide by resolution for the issuance of a single issue of revenue bonds of the authority for the combined purposes of (i)paying the cost of any project or the improvement, extension, addition or reconstruction thereof, and(ii)refunding outstanding revenue bonds of the authority which have been issued under the provisions of this chapter,whether or not such outstanding bonds have matured or are then subject to redemption.The issuance of such bonds,the maturities and other details thereof, the rights and remedies of the bondholders, and the rights, powers, privileges, duties and obligations of the authority with respect to such bonds, shall be governed by the foregoing provisions of this chapter to the extent that they are applicable. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. 13 10/15/2019 § 15.2-5431.31.Purchase in open market or otherwise. Provision may be made in the proceedings authorizing refunding revenue bonds for the purchase of the refunded revenue bonds in the open market or pursuant to tenders made from time to time when there is available in the escrow or sinking fund for the payment of the refunded revenue bonds a surplus in an amount or amounts to be fixed in such proceedings. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.32.Investment in bonds. Any bonds issued pursuant to this chapter are hereby made securities in which all public officers, bodies and political subdivisions of the Commonwealth; all insurance companies and associations; and all savings banks and savings institutions, including savings and loan associations, trust companies,beneficial and benevolent associations, administrators,guardians, executors,trustees and other fiduciaries in the Commonwealth, may properly and legally invest funds in their control. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.33.Financial report;authority budget;audit. Any locality may,by resolution, require an authority to: 1. Submit to it an annual financial statement in a form prescribed by the Auditor of Public Accounts; or 2. Have an audit conducted for any fiscal year according to generally accepted auditing and accounting standards or according to the audit specifications and audit program prescribed by the Auditor of Public Accounts. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.34.Use of state land. The Commonwealth hereby consents to the use of all lands above or under water and owned or controlled by it which are necessary for the construction, improvement, operation or maintenance of any project; except that the use of any portion between the right-of-way limits of any primary or secondary highway in this Commonwealth shall be subject to the approval of the Commissioner of Highways. 2003, c. 643. 14 10/15/2019 The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.35.Powers of localities to make grants and conveyances to and contracts with authority. Each political subdivision may: 1. Convey or lease to any authority,with or without consideration,any systems or facilities for the provision of qualifying communications services as authorized by Article 5.1 (§ 56-484.7:1 et seq.)of Chapter 15 of Title 56; 2. Contract, jointly or severally,with any authority for the provision of qualifying communications services as authorized by Article 5.1 (§ 56-484.7:1 et seq.)of Chapter 15 of Title 56; 3. Contract with any authority for terminating any service furnished by the authority to any premises that is connected to the system of the authority if the owner,tenant or occupant of such premises fails to pay any rates,fees or charges for the use of or for the services furnished by the authority within the time or times specified in such contract;and 4. In any instance in which a locality makes rights-of-way, poles, conduits or other permanent distribution facilities available to the authority,the authority shall make these facilities available to private providers of communications services in a nondiscriminatory basis unless the facilities have insufficient capacity for such access and additional capacity cannot reasonably be added to the facilities. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. § 15.2-5431.36.Liability of members or officers. No member of any authority or officer of any governing body of locality creating such authority, or person or persons acting in their behalf,while acting within the scope of their authority shall be subject to any personal liability by reason of his carrying out of any of the powers expressly given in this chapter. 2003, c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. §15.2-5431.37.Provisions of chapter cumulative;construction. Neither this chapter nor anything herein contained shall be construed as a restriction or limitation upon any powers which an authority or governmental unit acting under the provisions of this chapter might otherwise have under any laws of the Commonwealth,but shall be construed as cumulative of any such powers.This chapter shall be construed as complete and 15 10/15/2019 independent authority for the performance of each and every act and thing authorized by this chapter. No proceedings, notice or approval shall be required for the organization of an authority or the issuance of any bonds or any instrument as security therefor, except as herein provided, any other law to the contrary notwithstanding. However,nothing herein shall be construed to deprive the Commonwealth and its political subdivisions of their respective police powers over properties of an authority or to impair any power thereover of any official or agency of the Commonwealth and its political subdivisions that may be otherwise provided by law.Nothing contained in this chapter shall be deemed to authorize an authority to occupy or use any land, streets,buildings,structures or other property of any kind, owned or used by any political subdivision within its jurisdiction, or any public improvement or facility maintained by such political subdivision for the use of its inhabitants,without first obtaining the consent of the governing body thereof. 2003,c. 643. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. 16 10/15/2019 10/24/2019 Hampton Roads Regional Connectivity Ring r4,i:, -.g.,- r 1 •o 4f '-$„Ns..,._4..i...;.t,.r-,,,•. _ - p x {€ k SUFFOLK CITY COUNCIL WORK SESSION SEPTEMBER 4,2019 1 WHAT IS A REGIONAL CONNECTIVITY RING? THE REGIONAL CONNECTIVITY RING IS SIMILAR TO A TYPICAL MULTI-LANE HIGHWAY. INSTEAD OF CARS TRAVELING OVER THE ROAD, WE HAVE DIGITAL INFORMATION TRAVELING FROM ONE ENTITY TO ANOTHER. THIS INFORMATION HIGHWAY IS MADE UP OF GLASS FIBER CAPABLE OF TRANSMITTING ALMOST UNLIMITED AMOUNTS OF DATA AND VIDEO. 2 1 10/24/2019 HOW WILL THE REGIONAL CONNECTIVITY RING BENEFIT SUFFOLK? WITH VIRGINIA BEACH BEING THE LANDING SPOT FOR THE TRANSATLANTIC FIBER, THE REGION WILL HAVE A DIRECT CONNECTION TO EUROPEAN MARKETPLACE AND THE CITY OF SUFFOLK WILL BENEFIT GREATLY FROM THE REGIONAL CONNECTIVITY RING. EDUCATIONAL FACILITIES (ELEMENTARY, HIGH SCHOOL AND LOCAL COLLEGES) WILL HAVE THE ABILITY TO DIGITALLY CONNECT ALL OF THEIR FACILITIES. THUS PROVIDING GREATER OPPORTUNITY FOR STUDENTS TO COMPETE REGIONALLY AND NATIONALLY. ECONOMIC DEVELOPMENT WILL HAVE THE ABILITY TO ATTRACT MORE BUSINESSES TO SUFFOLK BY OFFERING THE BANDWIDTH NEEDED IN TODAY'S BUSINESS ENVIRONMENT. FINALLY, WE CAN PROVIDE"MIDDLE MILE" ACCESS TO INTERNET SERVICE PROVIDERS TO BRING INTERNET SERVICES TO MORE OF OUR RESIDENTS. 3 REGIONAL CONNECTIVITY RING OVERVIEW lcn 4 2 10/24/2019 REGIONAL CONNECTIVITY RING STEERING COMMITTEE HAMPTON ROAD PlAI MNrO MIMK'f drommr91,0.r ,rKmie Rumt, _< viw11.11u L,HESAPEAKE Suffolk vlaalll IA 5 ENTITY FORMATION DOCUMENTS AN AUTHORITY WILL BE CREATED UNDER THE WIRELESS SERVICE AUTHORITIES ACT, CHAPTER 54.1 OF TITLE 15.2 OF THE CODE OF VIRGINIA. ARTICLES OF INCORPORATION Articles of Incorporation setting out the usual corporate formalities such as name, address,term, board, purpose, powers and dissolution will be filed with the State Corporation Commission. COMPREHENSIVE AGREEMENT The Steering Committee wanted a document that spelled out how the 5 creating localities would conduct business together. Sets out composition and authority of the Board of Directors, initial contributions, new and withdrawing members financial policies,etc. CITY COUNCIL RESOLUTION A Public hearing must be held and a joint resolution must be adopted in all 5 of the creating localities, and must recite the same effective date to form the Authority. 6 3 10/24/2019 ACTION TIMELINE TODAY-CHOOSE AUTHORITY BOARD MEMBERS. THE NAMES AND ADDRESSES OF INITIAL BOARD MEMBERS MUST BE PUBLISHED IN ADVANCE 1 voting member 1 alternate member Sunday,September 151h-Place advertisement in newspaper Wednesday,October 2nd -Motion for public hearing at regularly scheduled meeting Wednesday,October 16th-Public Hearing held and City Council vote to adopt Resolution for Southside Network Authority Friday, November 15th-Effective date of Resolution(all Cities) 7 4 N(?RFOLK Southside Network Authority (Regional Broadband) City Council Brief August 27, 2°29 Regional Connectivity Ring • Comprised of ao3 miles of fiber • Middle-mile strategy • Connects five Southside cities • Provides potential for unprecedented broadband speeds to the region • Facilitates regional collaboration including public safety and higher education • Fosters economic development On-going Action • Chief Information Officers Working Group • Developed technical specifications for a Request for Procurement(RFP)for completion of i00%design/construction drawings for the regional fiber ring • Governance Working Group • Comprised of five Southside City Managers and Legal Staff • Developed necessary documents to form a Regional Broadband Authority to manage the fiber ring • Advocacy Working Group • Councilwomen McClellan and Vitale(Chesapeake)working with State and Federal officials for support and funding of the regional fiber ring • FY 2020 Operating Budget includes $200,000 to support the design and start up costs for the authority. Next Steps • Public Hearing Advertisement on September 22nd for the required public hearing to establish aRegional Broadband Authority • Public Hearing on October 22nd • City Council vote on October 22nd establishing Regional Broadband Authority • Establishes the Authority • Appoints a City Council member to the board and a member of the City Manager's staff as the alternate • HRPDC to release Request for Procurement(RFP)for z00%construction design of proposed Regional Connectivity Ring • Southside Network Authority would be effective November is, 2019 10/24/2019 ,.,.tt t s 41ic, ,,,,,,m,„,,, , ....„ 4,„.... BROADBAND .... , AUTHORITY August 26, 2019 City Cowl(iI Arleta..) 1 Presentation Outline • Broadband Authority Definition / Virginia Code • Virginia Broadband Authorities • Municipal / Regional Authority Limitations • Municipal / Regional Authority Benefits • Southside Network Authority • Formation Schedule • Action Items 2 Pg.•City Council Briefing•Broadband Authority•August 26,2019 2 1 10/24/2019 Broadband Authority Definition (Virginia Code) Chapter 15, Title 56, Article 5.1 A county, city, town, electric commission or board, industrial development authority, or economic development authority, other than one in a locality that (i) is eligible to provide telecommunications services pursuant to § 15.2-2160 and (ii) has a population in excess of 30,000, may offer qualifying communications services, or enter into public-private partnerships to offer such qualifying communications services, in accordance with the provisions of this article. 3.Pg.•City Council Briefing•Broadband Authority•August 26,2019 3 Broadband Authority Definition (Virginia Code) Wireless Service Authorities Act Chapter 54.1 , Title 15.2, This chapter shall be known and may be cited as the "Virginia Wireless Service Authorities Act." This chapter shall constitute full and complete authority for the doing of the acts herein authorized, and shall be liberally construed to effect the purposes of the chapter. 4.Pg.•City Council Briefing•Broadband Authority•August 26,2019 4 2 10/24/2019 Virginia Broadband Authorities Albemarle Broadband Authority Middlesex Broadband Authority Amherst County Broadband Authority Nelson County Broadband Authority Appomattox County Broadband Authority New River Valley Network Wireless Authority Bedford County Broadband Authority Northern Neck Broadband Authority Bland County Wireless Service Authority,Inc. Orange County Broadband Authority Charlotte County Broadband Authority Page County Broadband Authority Cumberland County Wireless Authority Pulaski County Wireless Integrated Network Authority Eastern Shore of Virginia Broadband Authority Roanoke Valley Broadband Authority Fauquier County Broadband Authority Shenandoah Wireless Broadband Authority Franklin County Broadband Authority Spotsylvania County Wireless Authority King and Queen County Wireless Authority Surry County Broadband Authority King George County Wireless Authority Tazewell County Wireless Service Authority Lancaster County Broadband Authority Louisa County Broadband Authority Middle Peninsula Broadband Authority 5.Pg.•City Council Briefing•Broadband Authority•August 26,2019 5 Municipal / Regional Authority Limitations • Approval SCC and "Certificate of Need" or "Gap Statement" • Telecommunications Authorities cannot provide "Cable Service" or "Triple-Play" Services • Telecommunications service prices cannot be subsidized by government entity funds • Municipalities (1998 Western Virginia) cannot provide "lit" services without an authority governance 6.Pg.•City Council Briefing•Broadband Authority•August 26,2019 6 3 10/24/2019 Municipal / Regional Authority Benefits • Telecommunications Legal Protections • Regional Collaboration / Interconnection • Economic Development Opportunities • Wholesale Bandwidth Pricing • Transatlantic Cable Landing Stations • "Middle-Mile" access platform • Public Safety / Smart Transportation 7.Pg.•City Council Briefing•Broadband Authority•August 26th,2019 7 Southside Network Authority • Board comprised of 5 Southside Cities • 50 Year Authority Term-Limit • Authority Business Model (Middle-Mile) • Initial Contribution $200K D&A (80/20) • Additional, Withdrawn, Dissolution of members • In-Kind contribution of construction and representation (1/5) • Board Initial Limits 2 or 4 years (Portsmouth 4 years) • 2 Locality Members (Primary & Alternate) 8.Pg.•City Counci!Briefing•Broadband Authority•August 26th,2019 8 4 10/24/2019 Formation Schedule • Board Members (August 26) • Authority Public Hearing (October 7) • Council Adoption (October 22) • Authority Activation (November 15) 9.Pg.•City Council Briefing•Broadband Authority•August 26,2019 9 Action Items • Board of Directors Members • Portsmouth Authority 10.Pg.•City Council Briefing•Broadband Authority•August 26,2019 10 5 10/24/2019 ©1) 4111: Zi 11 6 10/24/2019 Broadband 101 Chesapeake's Next Generation Network (C-NGN) i July 23,2019 l�C esapea VIRk I GINIA Agenda • What is Broadband? • The Demand for Broadband • The State of Broadband in the City of Chesapeake •� • Citizens and Private Sector • Inside City Government • What are we doing? • Chesapeake Next Generation Network (C-NGN) Master Plan • Regional Connectivity Ring (RCR) 2 1 10/24/2019 What is Broadband? A Traffic Engineering Analogy Vehicle Traffic on a Highway Data Traffic on a Network Cars Per Hour Bits Per Second • bps 4, Eli 1_l 1.1 n r' 1 ,, 1,300 Cars Per Hour ,•�.- ,,,, at 1:.s.S,"?4 - LI-A , j;;Ii 1,I Ar .. .... . .! n rl II i ,,-1- �'_:_ jh � --tee c ,..,, .., 1.' , 4 Broadband = Throughput c v1r.GIN1, 3 t What is Broadband? Electricity, Light or Radio Waves METHOD PRO CON 1. , V. Cheap Signal Loss I - Electricity i0, : 11111111111:0141111 * + Really Fast Deployment No Signal Loss Costs Light • Mobile Short Range I Li Radio Signal ii 4'' C 4 2 10/24/2019 What is Broadband? FCC Definition Nationat Broadband Plan "Access [to the ç56kbPS ) Y/ Internet]that is alwa s -- on and faster than the traditional dial-up access" 2010 • 25 Mbps download\ 3 Mbps upload .r.y 1 kb=1 thousand bits 2015 1 Mb=1 million bits 1 Gb=I billion bits [ � ► • 5 The Demand for Broadband • Historic & Projected Internet Traffic Growth Year ' Global Internet Traffic Global IP traffic will reach 4.8 Zettabytes (ZB) per year by 2022, 1992 100 GB per day or 396 Exabytes yt (EB) per month. This 1997 100 GB per hour is a projected threefold increase over 2017 numbers. 2002 100 GB per second 2007 2,000 GB per second The average Internet user will 2017 46,600 GB per second generate 84.6 GB of Internet traffic 2022 150,700 GB per second per month by 2022, up 194%from 2017. ('gyp ( ���� CISCO's 2019 Visual Networking Index ICIVLa r x a laRik lC 6 �.• 3 10/24/2019 The Demand for Broadband 1 trillion GB What's a Zettabyte? 1 billion TB 1 Zettabyte(ZB) 1 million PB 1 thousand EB TERABYTE TB PETABYTE (PB) EXABYTE(EB) • 1 TB =one trillion bytes. • 4,000 digital photos per day ' • An Exabyte can hold 11 • 1 TB holds 130,000 digital over your entire life,would million movies in 4k photos(close to 400 be approaching 1 PB. format. photos every day for a • The movie Avatar used • A single Exabyte could i i year) about 1 PB of storage hold the entire library of • 840 TBs of storage in the • The human brain can store j congress 3,000 times over. City data centers. around 2.5 PB of memory • A single gram of DNA can • Plus 82 TB of police body data. hold 490 EB,at least in ° cam video through a • 1 PB can store over 3.4 theory. service provider. years of 24/7 Full HD video. all Sa 1,000 Z8=1 YB(Yottabyte) 7 Y, 1� The State of Broadband in Chesapeake Generally recognized that The lack of competitive Chesapeake ... Internet services... • Underserved • Drag on the city's economy • Few Providers • Decreases our ability to • Little Competition attract and retain business • Digital Deserts • Creates challenges for 0'' education • Negatively impacts overall r Quality of Life Ch :V IRG, • 4 10/24/2019 .,, The State of Broadband in Chesapeake The City's Network ' , • Today, we mostly lease the connections between our buildings ' and the Internet from COX. • 42 leased connections • 32 of which are 20 Mbps or less (1.5, 3, & 5 Mbps Circuits) , • 75% of the city's IP connections don't qualify as broadband • Faster throughput would improve city operations... but it is ,,,.,1„ expensive Ct „ape4, 9 The State of Broadband in Chesapeake Continuing to Lease is Unsustainable CITY SCHOOLS LIBRARY • We pay$500,000 a year • CPS has 1 Gbps • Libraries have 200 Mbps for our 42 connections connections between connections to their • We pay an additional their buildings and a 5 buildings $34,000 a year for a 300 Gbps Internet • Libraries get a 60% Mbps connection to the connection. P eRate discount Internet • Schools get a 60%eRate discount • They pay about$50,000 • They pay about J per year $350,000 per year j • Upgrading our leased COX connections to 1 Gbps across the board would exceed$1.1 million a year in taxpayer money for broadband • As demand grows,and it will,these costs will grow.. unsustainably. -J "wti, c�a��Jp� "a CpiRGI 1C 10 5 10/24/2019 r; The State of Broadband in Chesapeake Location Constraints Cost constrains the speed of the data connections we are leasing; Cost also limits the number of connections we have • Public Safety Radio Towers are not connected We need to figure out a • Most Public Utility locations way to grow our (pump stations, sensors, network footprint and meters, etc.) are not connected speeds to meet our • Most Parks aren't connected City's operational needs • Intelligent Transportation in a fiscally responsible way Infrastructure isn't connected ' C ii 11 Ci. !' What are we doing? Many Cities Build Their Own Network 1 a 12 6 10/24/2019 What are we doing? Solving the Right Problem Our Problem is not that Chesapeake Our Problem is that households and City government is paying too much businesses throughout all of for not enough broadband i Chesapeake (including City (although we are) government) are paying too much for not enough broadband—or can't get broadband at all. In solving City government's broadband problem,can also address Chesapeake's broadband problem? Can we prime the pump for private sector investment? Can we encourage other broadband services providers to enter the market and expand coverage? Can we incentivize competition? CillalPIIIIGINIA 13 13 r, What are we doing? Chesapeake Next Generation Network(C-NGN)Master Plan RFP C-NGN Defined—3 Component Parts • Fiber Ring: The carrier-class, resilient, • highly-available fiber infrastructure,and the - 10 related outside plant ` l >p ..1 ,I ,( : ij ,ti o, Thy a . .1 I1GINP 14 7 10/24/2019 What are we doing? ' Chesapeake Next Generation Network(C-NGN)Master Plan RFP C-NGN Defined—3 Component Parts • Fiber Ring: ° The carrier-class, resilient, _, • 010-- highly-available fiber .•• infrastructure,and the related outside plant • WAN: The physical infrastructure ig and network services ( , , necessary to support Wide = = - Area Network(s) operations -•� ffi, across all City, School, and • , "i it - Library facilities - 4 C a eah 15 A 15 What are we doing? Chesapeake Next Generation Network(C-NGN)Master Plan RFP C-NGN Defined—3 Component Parts • Fiber Ring: The carrier-class,resilient,highly- •►/'s. available fiber infrastructure,and the o related outside plant • ` • WAN: ..^� • The physical infrastructure and •. a • network services necessary to support • Wide Area Network(s)operations R across all City,School,and Library • o facilities r • Smart City Wireless Overlay: '`• ''i The physical infrastructure and - ‘ q network services necessary to operate IW a wireless network that will serve as a t foundation to support Advanced Metering Infrastructure(AMI), j Intelligent Transportation System(ITS) wow •,. • and Internet of Things(IoT) ■raia applications In 111111111 /if 16 8 10/24/2019 What are we doing? Chesapeake Next Generation Network(C-NGN)Master Plan RFP C-NGN Defined—3 Component Parts • Fiber Ring: The carrier-class,resilient,highly- '4I05i available fiber infrastructure,and the ,.:. - . related outside plant • WAN: •"1. • The ph sisal infrastructure and network services necessary to support Wide Area Networks)operations across all City,School,and Library facilities • • Smart City Wireless Overlay: I The ph sisal infrastructure and i •• o network sernces necessary to operate 0 t, a wireless network that will serve as a • :0 foundation to support Advanced Metering Infrastructure(AMI), . • e r Intelligent Transportation System(ITS) c and Internet of Things(IoT) c, _ applications Clies �p.S 17 What are we doing? C-NGN Master Plan RFP Goals • Increase access to affordable, high-speed, fiber optic . broadband services to all City facilities, Schools and Libraries; • Leverage the Regional Connectivity Ring (RCR); :r , • Create a catalyst for private competition in broadband services to all citizens and businesses city-wide; • Create a catalyst for economic development; • Ensure the financial sustainability; l',, • Ensure operational sustainability; • Ensure network resiliency. Pe,. 18 9 10/24/2019 r; What are we doing? Chesapeake Next Generation Network(C-NGN)Master Plan RFP What did we ask the consultant to do? 1. Needs Assessment 3. Implementation and Business ❑ Environmental Scan and Current Model Options Analysis • State Analysis ❑Alternative Business Models ❑ Current and Future Needs of the ❑High-level Business Case City ❑Facilit to the Selection of a Business ❑ Inventory and Assessment of Model(s) Current and Planned Infrastructure ❑Develop Detailed Business Case ❑ Gap Analysis 2. Technical Architecture and 4. Master Plan High-level Design ❑ Develop Detailed Business Case ❑ Technical Architecture ❑ Provide"Council-ready" Governance and Technical Policies, ❑ Policy and Regulatory Framework Regulations and Standards ❑ High-level System Design ❑ Regional Connectivity Ring Support ❑ Requirements and Roadmap for ❑ Briefings and Stakeholder Construction Ready Design Presentations ❑ Cost Estimates 19 .I I. What we are NOT doing? Chesapeake Next Generation Network (C-NGN) Master Plan RFP • The C-NGN is NOT • Fiber-to-the-Home (FTTH) • Wi-Fi for All • Because... • Providing Internet to the home is not core to the business of government • We aren't set up to provide these services • The Private Sector is set up to provide these services and we don't want to compete with them unnecessarily 20 10 10/24/2019 C-NGN Master Plan RFP Status RFP Phase Date Posted RFP March 2019 Received RFP Responses May 0019 Identified Preferred Vendor June 242019 Contract Negotiations On Going Contract Award August 2019 Master Plan Complete Summer 2020 Begin Build-Out Fall\Winter 2020 21 The Regional Connectivity Ring (RCR) ai c UME AREA TEILXIUS SAEx 22 11 10/24/2019 ii o' '‘,, ,, : 1 t,. .._ . . _ ..._, , DUNAN. i AREA.. ,. • TEL XUJIS '`....„..............esri , .... • ,.- ''•- --•' I'- , Or ...•..... .........••••• - . . .-...... +•23 1 1 _ , \ I . . ... _ 1 -...1 ..Xi. DUNA AREA , - _ SAEx . TELX WS - i4. . 4 ,I . , •,-,:. ----,-. -1_.I ' ------..--- i 2 .1.1 . ...,• • 24 12 10/24/2019 Ii,'I' ' - y • OUNAro ums AREL 4., - TELXI SAEx US s I , '7 I i �... t ;esri d 25 le OUNAN' - - -? ARE/ SAEx 7 _ Tkl%IUS. 4 Bath,," rsT 26 13 10/24/2019 '" The Chesapeake Next Generation Network C-NGN Benefits • Expand the Footprint and Speed of the City's Network • Provide Cost Savings and Hedge Against Cost Increases Over Time • Enable Smart City Innovation • Enable Economic Development and Private Investment • Enable Education • Enable Healthcare • Enable Public Safety `=: • Enhance Emergency Management C sa lae ' YIYGINI!. 27 40 4. } Thank You • dint 28 14 10/24/2019 ,,1. , ,F3:t , Supplemental Slides ,, ctisapfr,,,19,,c, 29 +' Bits and Bytes • Bits are the "atoms" in the Internet • 8 bits = 1 byte • When we talk about data (the files stored on your computer or the information transmitted over a network) we typically use "Byte"— Megabyte, Gigabyte, Terabyte, etc. • When we talk about the speed of a network (how fast data is transferred over a connection) we generally use "bits" per second— , ' megabit, gigabit, etc. • When service providers say they have a 1 Gig service offering they are talking bits (1 Gbps). • A 1 Gbps connection moves .125 gigabytes in a second (.125 GBps) C 30 15 10/24/2019 1, ( Naming Convention 1 Bytes(B) Bits (b) 1,024 Bytes = 1 kilobytes(kB) = 1024 Bytes = 1,024 kB = 1 megabyte (MB) = 10242 Bytes = 1,048,576 8,388,608 1,024 MB = 1 gigabyte(GB) = 10243 Bytes = 1,073,741,824 8,589,934,592 f.,'. 1,024 GB = 1 terabyte(TB) = 1024'Bytes = 1,099,511,627,776 8,796,093,022,208 1,024 TB = 1 petabyte(PB) = 10245 Bytes = 1,125,899,906,842, 9,007,199,254,740 1 620 ,990 1,152,921,504,606, 9,223,372,036,854 ,: 1,024 PB = 1 exabyte(EB) = 10246 Bytes = 850,000 ,780,000 1,024 EB = 1 zettabyte(ZB) = 1024'Bytes = 1,180,591,620,717, 9,444,732,965,739 410,000,000 ,290,000,000 1,024 ZB = 1 yottabyte(YB) = 10246 Bytes = 1,208,925,819,614, 9,671,406,556,917 630,000,000,000 ,030,000,000,000 C V IRGINI♦ 31 Download Times Length and Type of Media Approximate 1 5 10 20 100 1 Size Mbps Mbps Mbps Mbps Mbps Gbps 8 4-minute Song 4 MB 30s 5s 3s 1.5s .3s .03s 5-minute Video 30 MB 3m 40s 26s 13s 2.5s .2s 9-hour audiobook 110 MB 10m 2m 1.5m 46s 9.2s .9s 45-minute TV show 200 MB 20m 5m 3m 1.5m 16s 1.7s 45-minute HDTV show 600 MB 1h 15m 8.5m 4m 50s 5s Li 2-hour movie 1.0-1.5 GB 2h 24m 21.5m 10.5m 1.5m 8s • 2-hour HD Movie 3.0-4.5GB 6h 72m 60m 32m 4.5m 25s i C VIRG 32 16 10/24/2019 i { Thank You , ' l..Ivitf _cin i7 33 17 City of Chesapeake ChtttVIRGINIA Office of the City Manager 306 Cedar Rood Chesapeake,Virginia 23322 Office:(757)382-6166 fax(757)382-6507 TDD:(757)382-8214 MEMORANDUM TO: The Honorable Mayor and Mem• • ' Council FROM: James E. Baker, City Manage •rtDATE: October 18, 2019 SUBJECT: Financial Consequences of Joining the Southside Network Authority and Eastern Virginia Regional Industrial Development Authority Both the Southside Network Authority and the Eastern Virginia Regional Industrial Development Authority represent Chesapeake's commitments to regional entities and each could generate costs for the City. However, the extent of the upfront commitments are quite different, as are the respective likelihoods that significant additional costs will be incurred in the near-term future. Participation in each Authority could also provide opportunities to generate revenue and/or facilitate economic development opportunities. To date, the City has not incurred any upfront costs with respect to the Eastern Virginia Regional Industrial Facility Authority (EVRIFA). Further,we will not incur any future costs, prior to joining the Authority. If we do join, the City will have to pay an initial membership fee of$2,500 plus annual dues of around $3,000. The annual dues are subject to change, but they can only be changed with the approval of all member jurisdictions. Membership in the EVRIFA would also permit Chesapeake to enter into individual project agreements with other member jurisdictions. A given project agreement could require a substantial financial commitment and/or offer the potential to generate significant City revenues (including the incorporation of a multi jurisdiction revenue sharing arrangement). However, each and every project agreement would have to be separately approved by the Chesapeake City Council. Consequently,the ongoing costs for participating in the EVRIFA cannot exceed the membership fee of$2,500 plus annual dues of$3,000 unless Chesapeake later agrees to a proposed increase in dues or approves one or more separate project agreements. `fie Ctty of Chesapeake adheres to the principles of equal employment opportunity. This aoucy ezter'ds to all programs and services supported by the CHy' The Honorable Mayor and Members of City Council Page 2 October 18, 2019 The financial considerations for the Southside Network Authority (SNA) are substantially different. Chesapeake has already approved and contributed $150,000 toward the costs of initial design work for a Regional Broadband Ring (the Ring). This commitment, coupled with $350,000 from the other four participating jurisdictions, was made through the HRPDCs Regional Broadband Steering Committee and provided a total of$500,000 to fund the development of 30% design documents for the proposed Ring. This same Steering Committee (which includes two representatives from each participant city) has also unanimously recommended, and the Chesapeake City Council has already approved, another $160,000 in project funding. This amount, in combination with equal contributions from the other cities, will provide a total of the $800,000 estimated as necessary to complete the design of the Ring. Chesapeake will soon be considering whether to take the next step in this project and formally authorize the creation of, and Chesapeake's membership in, the SNA; in conjunction with the cities of Virginia Beach, Norfolk, Portsmouth and Suffolk. Contemporaneously with this approval, the Council will be asked to appropriate an additional $40,000 as Chesapeake's equal share of the administrative costs needed to operate and manage the SNA during the near-term future. This $200,000 total, coming from all five cities, may be expended to hire one or more full or part-time employees, the contractual provision of administrative support, or a combination of both. In contrast to the EVRIFA, this Authority is already focused on delivering a single, identified capital project and the comprehensive agreement specifies that each of the five cities will make roughly equal contributions for the construction of the Ring. Still, the final cost for the Ring has not yet been determined nor has the mechanism of funding or financing these costs. It is also likely that each city's financial commitment to the SNA will need to be secured by some sort of separate agreement approved by each jurisdiction and the SNA. There is a strong incentive for each participating City to cooperate and agree to mutually acceptable commitments to fund construction of the Ring. Otherwise, Chesapeake's prior funding commitments that now total $310,000 and those of the other four cities will have been largely wasted. The cost of constructing the Ring can only be estimated at this point. However, a reasonable guess as to the cost of building the entire Ring is around $20M dollars. The Honorable Mayor and Members of City Council Page 3 October 18, 2019 Therefore, Chesapeake's share of the construction costs is likely to be roughly $5M dollars. When completed and fully operational,the project is envisioned to generate revenues equal to or greater than the annual maintenance and.operational costs for the Ring and this vision has been achieved in other jurisdictions. However, there can be no guarantee that the project will, in fact, be self-sustaining. Further, it is likely the five jurisdictions will need to continue sharing the funding of some operational and administrative costs for at least the first few years as the Ring is constructed, made operational and marketed to non-participant users. Based on preliminary estimates and assuming no offsetting revenues, these operational costs should not exceed $500,000 per year and Chesapeake's share should not exceed $100,000. Still, it is fair to say that all five cities will have a strong incentive to complete construction and fund the initial operation of the Ring, even if the actual costs exceed these estimates; based on the time and dollars each city has already invested. If the project is successful and significant revenues are generated, the SNA Board would determine how such funds are allocated. Revenues could be applied to reduce or eliminate costs incurred by member cities. They could also be allocated to new projects, expanding the Ring or enhancing SNA offerings and services. If sufficient revenues are generated they could be applied toward both. Still, it is true that under the proposed structure, neither Chesapeake nor any other city could unilaterally control the selection of potential future projects or the allocation of project revenues. Chesapeake would have one voting member on a five member Board. In summary,joining either or both Authorities would result in future costs, but could also generate substantial revenues. The costs of joining and maintaining a membership in the EVRIFA are fairly nominal. Membership could lead to future project agreements that may include both substantial costs and significant revenues. However, the City Council would be asked to evaluate and approve each project agreement individually. The SNA Authority is already focused on construction and operation of a regional broadband fiber ring. Though agreeing to form and join the SNA doesn't guarantee a final funding agreement will be reached supporting the construction and operation of the Ring, the City should not go forward to create and become a member of the The Honorable Mayor and Members of City Council Page 4 October 18, 2019 SNA unless the Council also contemplates finalizing a subsequent commitment to fund a proportional share of the costs of construction, along with the City's share of maintenance and operational costs during the initial years of this project. If you have further questions, please do not hesitate to contact me. JEB/wbf c: Jacob Stroman, City Attorney Sandy Madison, City Clerk Wanda Barnard-Bailey, Ph.D., Deputy City Manager Robert Geis, Deputy City Manager Laura Fitzpatrick, Deputy City Manager Scott Fairholm, Chief Information Officer REGIONAL 10/24/2019 BROADBAND INITIATIVE UPDATE BRIEFING TO VIRGINIA BEACH CITY COUNCIL AUGUST zo, 2019 Pedro "Peter" Wallace, CIO Debra Bryan, Associate City Attorney 1 BROADBAND STEERING COMMITTEE IHAMPTON ROADS (65 PCB Virginia Roach NIP, NIP L.HESA PEA Kh. NO K Suffolk }IrgrHrn V I R G I L I A e E gym° 2 1 10/24/2019 REGIONAL CONNECTIVITY RING OVERVIEW The Regional Connectivity Ring is a 1.03.13.mile dark fiber,open access ring,which will serve as the foundation for smart region development and digitally-empowered communities. Each city houses a Network Operations Center(NOC)to manage their portion of the ring. 3 ENTITY FORMATION DOCUMENTS An Authority will be created under the Wireless Service Authorities Act,Chapter 54.1 of Title 15.2 of the Code of Virginia ARTICLES OF INCORPORATION Articles of Incorporation setting out the usual corporate formalities such as name,address,term, board,purpose,powers and dissolution will be filed with the State Corporation Commission. COMPREHENSIVE AGREEMENT The Steering Committee wanted a document that spelled out how the 5 creating localities would conduct business together. Sets out composition and authority of the Board of Directors,initial contributions,new and withdrawing members,financial policies,etc. CITY COUNCIL RESOLUTION Public hearing must be held and a joint resolution must be adopted in all 5 of the creating localities, and must recite the same effective date to form the Authority. 4 2 10/24/2019 ACTION TIMELINE TENTATIVE SCHEDULE • TODAY—Staff recommendation for Authority Board members • Staggering terms,VB seat is 4-year • Names and addresses of initial board members must be published in advance 1 voting member 1 alternate member • Sunday,Sept. 15—Notice of Public Hearing and Resolution published in newspaper • Tuesday,Oct.15—Public Hearing • Tuesday,Nov.5*—City Council vote and formal appointment of Board Members • Friday,Nov.15—Effective date of Resolution(all Cities—tentative) `Election Day—meeting date tentative,pending City Council schedule 5 3 r., 2 CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: An Ordinance to Amend Section 7-58.1 Regarding Motorized Scooters in the Resort Area and to Add Section 7-58.2 to the City Code to Require Entities that Offer Sharable Motorized Mobility Devices for Hire to Be Licensed MEETING DATE: November 12, 2019 • Background: In August 2018, the City first experienced an influx of motorized scooters for rent in the public rights-of-way. Since then, the City Council has received multiple reports from citizens, business owners and medical personnel that motorized scooters have been directly responsible for serious injuries. Concerns also have been raised about the orderly movement of pedestrians being disrupted by the operation of motorized scooters upon sidewalks and the discarding of such scooters upon sidewalks and other rights-of-way. The Council desires to promote public safety and the fair and responsible use of sharable motorized mobility devices, including motorized scooters. • Considerations: A franchise process would require persons or entities that offer motorized scooters to submit proposals that address the steps they would take to promote public safety and the responsible use of such devices, and any license issued in response to such solicitations would include regulations that further those goals. This ordinance would require any business that offers motorized scooters or motorized skateboards or electric power-assisted bicycles to obtain a nonexclusive license via a City-administered franchise process. Because licensees will be subject to stricter regulations, the ordinance provides that their riders would not be subject to the current prohibition against operating scooters in the Resort Area. Legislation approved by the General Assembly earlier this year enables the City to require such a license, but only if the City enacts the license requirement prior to January 1 , 2020. The effective date of this ordinance will be December 16, 2019. The process of soliciting franchise proposals will begin after adoption of this ordinance. • Public Information: Public information will be provided through the normal Council agenda process. • Attachments: Ordinance Recommended Action: Adoption of ordinance Submitting Department/Agency: City Manager's Office City Manager: 1 AN ORDINANCE TO AMEND SECTION 7-58.1 2 REGARDING MOTORIZED SCOOTERS IN THE RESRT 3 AREA AND TO ADD SECTION 7-58.2 TO THE CITY CODE 4 TO REQUIRE ENTITIES THAT OFFER SHARABLE 5 MOTORIZED MOBILITY DEVICES FOR HIRE TO BE 6 LICENSED 7 8 Section Amended: 7-58.1 9 Section Added: 7-58.2 10 11 WHEREAS, the City Council desires to promote public safety and the fair and 12 unobstructed use of City rights-of-way; 13 14 WHEREAS, technological advances allow for the placement throughout the City 15 of shareable motorized mobility devices without them being locked to a fixed structure; 16 17 WHEREAS, the City Council seeks to ensure that the use of these devices 18 throughout the City is not detrimental to public safety and does not obstruct public rights- 19 of-way; and 20 21 WHEREAS, the City Council believes that requiring persons or entities that offer 22 such devices to seek a license via a nonexclusive franchise agreement process would 23 further the City Council's goals of promoting the safe and responsible use of shareable 24 motorized mobility devices. 25 26 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY 27 OF VIRGINIA BEACH, VIRGINIA: 28 29 The City Code of the City of Virginia Beach is hereby amended and reordained 30 to amend Section 7-58.1 and to add Section 7-58.2 to read as follows: 31 32 Sec. 7-58.1. — Motorized Scooters 33 34 a. In addition to all other regulations set forth by this Article, it shall be 35 unlawful for any person to operate a motorized scooter in the area 36 bounded by the east side of Arctic Avenue on the west, the Atlantic Ocean 37 on the east, Rudee Loop to the south, and the north side of 42nd Street to 38 the north, unless the motorized scooter is owned by a licensee as set forth 39 in section 7-58.2. 40 41 b. It shall be unlawful for any person to operate a motorized scooter upon 42 any street with a speed limit in excess of 25 miles per hour. 43 1 44 Sec. 7-58.2. — Franchise license requirement. 45 46 No person or entity may offer motorized scooters or skateboards, or electric 47 power-assisted bicycles, for hire unless the person or entity has a City license, 48 the issuance of which shall be in response to a nonexclusive franchise 49 solicitation. 50 51 BE IT FURTHER ORDAINED BY THE CITY COUNCIL OF THE CITY OF 52 VIRGINIA BEACH, VIRGINIA: 53 54 That the effective date of this ordinance shall be December 16, 2019. Adopted by the Council of the City of Virginia Beach, Virginia this _ day of , 2019. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: 'Of€ice of the City Manager Office of the City Attdmey CA14925 R-2 November 5, 2019 Is1�nu 4k, • E ) cc`iittl ; �%.' CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: An Ordinance to Amend City Code Section 21-230 Pertaining to Traffic Calming MEETING DATE: November 12, 2019 • Background: On February 13, 2001, City Council enacted a traffic calming ordinance to deter speeding on specifically designated residential streets. Unlike a routine speeding citation, a citation for speeding on one of the designated streets can be punished by a fine of$200. • Considerations: The Traffic Calming Program has several phases. Phase I consists of awareness and education, and generally takes place during discussions between Traffic Engineering and the neighborhood representative. In this phase, the neighborhood residents identify the streets they want evaluated for inclusion in the program. Phase II involves speed studies of the identified streets. If the studies show an 85-percentile speed of at least 33 mph or, an average speed of at least 29 mph in a posted 25 mph speed zone, then the Police Department will conduct a series of selective enforcement initiatives, followed by traffic studies at the end of each enforcement cycle. Should speeding persist or increase, the streets will be eligible to enter Phase III of the program if at least 75% of the affected neighborhood residents in the identified area sign a petition requesting the implementation of Phase III. Phase III of the program involves posting of council-designated streets with signs warning drivers that speeding in this area could result in a $200 fine. The following streets have qualified for inclusion in the Traffic Calming Program and will be added to the program upon adoption of this ordinance: • Sullivan Boulevard between Aragona Boulevard and Haygood Road. • Red Mill Boulevard between General Booth Boulevard and Warner Hall Drive. • Public Information: This ordinance will be advertised in the same manner as other Council agenda items. • Attachments: Ordinance and maps. Recommended Action: Approval Submitting Department/Agency: Public Works/Engineering 1,-''yf City Manager: 1 AN ORDINANCE TO AMEND SECTION 21-230 2 OF THE CITY CODE PERTAINING TO 3 TRAFFIC CALMING 4 5 SECTION AMENDED: § 21-230 6 7 8 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF VIRGINIA BEACH, 9 VIRGINIA: 10 11 That Section 21-230 of the Code of the City of Virginia Beach, Virginia, is hereby 12 amended and reordained to read as follows: 13 14 Sec. 21-230. - Traffic calming via maximum speed limits in certain residential 15 districts; penalty. 16 Pursuant to § 46.2-878.2 of the Code of Virginia, any person who operates a motor 17 vehicle in excess of the maximum speed limit established for any portion of the following 18 highways located within the designated neighborhoods, on or after the effective date, 19 shall be guilty of a traffic infraction punishable by a prepayable fine of two hundred dollars 20 ($200.00), in addition to other penalties provided by law. No portion of the fine shall be 21 suspended unless the court orders twenty (20) hours of community service. 22 (1) L & J Garden: Norwich Avenue; Tajo Avenue; Fairlawn Avenue; Dulcie Avenue. 23 (2) Acredale: Andover Road; Langston Road; Bonneydale Road; Olive Road, Alton 24 Road; Old Kempsville Road. 25 (3) Lake Shores: Jack Frost Road; Lake Shores Road. 26 (4) Little Neck: Harris Road. 27 (5) Lake Shores: Oak Leaf Lane, Tern Road; Lake Road S; Regina Lane; Meredith 28 Road, School Road, Mosby Road, Frizzel Drive; Finn Road; Charla Lee Lane; 29 Smith Farm Road. 30 (6) Brighton on the Bay: Templeton Lane; Wivenhoe Way; Starr Way. 31 (7) Baylake Pines/Baylake Beach: Ben Gunn Road; Indian Hill Road; Baylake 32 Road; Rampart Avenue; Bayville Road; Lookout Road; Sandy Bay Drive. 33 (8) Country Haven: Stewart Drive. 34 (9) Fairfield: Lord Dunmore Drive. 35 (10) Bellamy Manor: Homestead Drive. 36 (11) Church Point: Church Point Road; Church Point Place; Timber Ridge Drive. 37 (12) Stratford Chase: Stratford Chase Drive; Minden Road; Violet Bank; Kittery 38 Drive. 39 (13) Bayville Park: Greenwell Road (From Shore Drive to First Court Road). 40 (14) Milburn Manor: Davis Street. 41 (15) Lake James: Lake James Drive. 42 (16) Larkspur: Edwin Drive from Princess Anne Road to Independence Blvd. 43 Effective as of April 6, 2004: 44 (1) Croatan: Croatan Road. 45 (2) Birdneck Point: Cardinal Road. 46 Effective as of April 5, 2005: 47 (1) Thoroughgood: Thoroughgood Drive. 48 (2) Hermitage Road. 49 Effective as of September 12, 2006: 50 (1) Kings Grant: Oxford Drive. 51 Effective as of January 27, 2009: 52 (1) Baycliff: Baycliff Drive between Mill Dam Road and Stephens Road. 53 (2) Lakeview Park: Cullen Road between Shell Road and Lakeside Road. 54 Effective as of August 10, 2010: 55 (1) Bellamy Plantation: Grey Friars Chase between Lynnhaven Parkway and the 56 1900 block of Grey Friars Chase. 57 Effective as of September 5, 2018: 58 (1) Mediterranean Avenue between Virginia Beach Boulevard and Norfolk Avenue. 59 Effective as of November 12, 2019: 60 Lll Aragona: Sullivan Boulevard between Aragona Boulevard to Haygood Road. 61 kal Red Mill: Red Mill Boulevard between General Booth Boulevard to Warner Hall 62 Drive. Adopted by the City Council of the City of Virginia Beach, Virginia, on this day of , 2019. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: Police Department City Attorney's Office APPROVED AS TO CONTENT: ,/14/41, Public Works CA14910 R-1 October 21, 2019 Neighborhoods Participating M In Phase III Of The Traffic Calming Program, w4. Ordinance 2619 $ 1 lab them L _ Pork] t so t Church P. Thgood IaycOff n �, fi. '/ f I Li J Garden* ` � e omit �., \ l eken.ck Point Mum�7 \ g3 p N.�h vrnl..r Ave e� 1 4 A . .1 -------''."-- ...; ?.-;..- 11011=27.. liti4:44=t7 7 4/ . 1,--i--:!- 1 A -).\ i ,01. „mi. , \ ,.. - . i, ' Law.wru ; Lr 3 * ` �`p _i main C t ' E I---v --\ ti R a s)7) 1 �u-u�l ENhI(.� (40,)S•• 1111r *(') IgV iti Qft '> </ ', ‘;:q„ w _eirde_ E / / (\'''% Q 7r. i.,,? . -4 */ `• 0 Sij ' 4(5-‘) r, -^:'14443a I sr ic 12 ° - 0 A>, .&)_ i'-. () `1* 1114:- _, , VOID , C13Lr3 i't-)b i?4 •Qp.C ) <`7. - 4 4 am: ' f, ,off 4 �s © 'J .,'/.o #I%A :c‘r 04 1.. 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Atlantic Avenue MEETING DATE: November 12, 2019 • Background: Richard M. Yanek (the "Applicant") has requested permission to maintain an existing sprinkler system and stone bench wall, and to construct and maintain a 4' beach access walkway with stairs and a 10' x 10' observation deck (the "Encroachment") at the rear of his property located at 538 South Atlantic Avenue. • Considerations: City staff has reviewed the requested Encroachment and recommends approval of same, subject to certain conditions outlined in the Agreement. The Coastal Zone Coordinator also confirmed that the Encroachment is in conformity with the Beaches and Waterways Advisory Commission's Dune Encroachment Recommendations set forth in the Resolution adopted by City Council on October 23, 2007 (RES-03274). There are similar encroachments in Croatan Beach. • Public Information: Public notice will be provided via the normal City Council agenda process. • Alternatives: Deny the Encroachment or add conditions as desired by Council. • Recommendations: Approve the request subject to the terms and conditions of the Agreement. • Attachments: Ordinance, Agreement, Exhibit, Location Map, Disclosure Statement Form Recommended Action: Approval of the Ordinance Submitting Department/Agency: Public Works/Real Estat- City Manager:J`ML. 1 Requested by Department of Public Works 2 3 AN ORDINANCE TO AUTHORIZE 4 TEMPORARY ENCROACHMENTS INTO A 5 PORTION OF THE CITY'S PROPERTY 6 KNOWN AS CROATAN BEACH LOCATED 7 AT THE REAR OF 538 S. ATLANTIC 8 AVENUE 9 10 WHEREAS, Richard M. Yanek, desires to maintain an existing sprinkler 11 system and stone bench wall and to construct and maintain a 4' beach access walkway 12 with stairs and a 10' x 10' observation deck within the City's property known as Croatan 13 Beach located at the rear of 538 S. Atlantic Avenue (the "Temporary Encroachment"); and 14 15 WHEREAS, City Council is authorized pursuant to §§ 15.2-2009 and 15.2- 16 2107, Code of Virginia, 1950, as amended, to authorize temporary encroachments upon 17 the City's property subject to such terms and conditions as Council may prescribe. 18 19 NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY 20 OF VIRGINIA BEACH, VIRGINIA: 21 22 That pursuant to the authority and to the extent thereof contained in §§ 15.2- 23 2009 and 15.2-2107, Code of Virginia, 1950, as amended, Richard M. Yanek, his heirs, 24 assigns and successors in title are authorized to construct and maintain a proposed 25 encroachment in the City's property known as Croatan Beach as shown on the map 26 entitled: "ENCROACHMENT EXHIBIT APPLICATION BY: RICHARD M. YANEK SITE 27 ADDRESS: 538 S. ATLANTIC AVENUE VIRGINIA BEACH, VIRGINIA 23451", dated 28 November 28, 2018, and revised through June 28, 2019, prepared by WPL Landscape 29 Architects and Land Surveyors, a copy of which is attached hereto as Exhibit A, and on file 30 in the Department of Public Works and to which reference is made for a more particular 31 description; 32 33 BE IT FURTHER ORDAINED, that the Temporary Encroachment is expressly 34 subject to those terms, conditions and criteria contained in the agreement between the City 35 of Virginia Beach and Richard M. Yanek (the "Agreement"), an unexecuted copy of which 36 has been presented to the Council in its agenda, and will be recorded among the records of 37 the Clerk's Office of the Circuit Court of the City of Virginia Beach; 38 39 BE IT FURTHER ORDAINED, that the City Manager or his authorized 40 designee is hereby authorized to execute the Agreement; and 41 42 BE IT FURTHER ORDAINED, that this Ordinance shall not be in effect until 43 such time as Richard M. Yanek and the City Manager or his authorized designee execute 44 the Agreement. 45 Adopted by the Council of the City of Virginia Beach, Virginia, on the 46 day of , 2019. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY AND FORM: o,16, Jill' PUB ORKS, REAL ESTATE DAN . ARMEYER ir SENIOR CITY ATTORNEY CA14651 \\vbecv.com\dfsl\applications\citylaw\cycom32\wpdocs\d023\p033\00597769.doc R-1 October 23, 2019 2 SITE DATA ATLANTIC OCEAN ,?" 1. GPIN: 2427-30-6345 2. THIS SURVEY OF LOTS 10 & 22, �, BLOCK p� pry��/y� OF EDGE OF WATER � BLOCK 26 RESUBDNISION 9:30 N1 11/16/18 •� � PART OF CROATAN BEACH, / i PLAT RECORDED IN Y.B. 37, PG. 11 AT THE CLERK'S Q CE C. LARGE Z OFFICE OF THE CIRCUIT U Lic. No. 1 531 7 " COURT OF THE CITY OF VIRGINIA BEACH, VIRGINIA WAS 06/28/2019 4� COMPLETED UNDER THE AP DIRECT AND RESPONSIBLE C . � CHARGE LICENSEA. OF, RIC A. GARNER �SS�ONM. EG C\ (VIRGINIA SURVEYOR) FROM AN ACTUAL CITY OF VIRGINIA BEACH GROUND SURVEY MADE UNDER MY SUPERVISION; THAT THE ORIGINAL DATA WAS OBTAINED MER/D/AN SOURCE ON NOVEMBER 16, 2018; AND o 0 0 (M B 37 THAT THIS PLAT INCLUDING o 0 0 , P(,' 1 1) METADATA MEETS MINIMUM ACCURACY STANDARDS UNLESS o 0 OTHERWISE NOTED. %E P>� �— 3. LIMITS OF LAND DISTURBANCE: 0 TOE o'SLOPE 1,300 SQ. Ft. o o _ rota,. 00 i=k 10P 4,4•POST DUNE GRASS- _-0 SPPoNKLER,HEAD EXISTINGS 04'14'15" 50.00' , —°u"` DECK TO BE • Of MARSH = 7, o o 'STONE °� REPLACED qLES("')- O 0 0 INCH I 1 SPRINKLER HEAD wu!_ F`"'' 6�MEW sHRue 5H �. O O\ �! �GATEGATEI� ON VIAL!FENCE _; COIUMN(1YP) i :' AVERS N/ PAVERS DMNG D 40 RETAINLVG WALL JNGROU T.B.M. P00"D EDGE OF L d,CROSS IN COLUMN O\ STONE WALL s „ GRAVEL N/F ELEV-18.57 DENNIS MICHAEL LYNCH ^^oLOT 22E'"`' LOTS 11 & 23 N^ (Ni N/F 536 S. ATLANTIC AVE — — NBH & BJB ASSOCIATES LC (M.B. 37, PG. 11) LOT 9A GPIN: 2427-30-5328 (LOT 11) W 3 540 S ATLANTIC AVE GPIN: 2427-30-6431 (LOT 23) LOT 10 , (IN. 20060919001428400) GPIN: 2427-30-5390 r? in o <<() %<z • <`s �TWI TWILIGHT LN OF —� OQ. 50.00, 1 (FORMERLY ELM AVE) N 04'14'15" W S. ATLANTIC AVENUE (50' R/W) (FORMERLY CHAUTAUQUA AVENUE) EXISTING SITE (M.B .37, PG. 11) SCALE: 1"=40' PURPOSE: WATERFRONT ACCESS ENCROACHMENT )SIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK APPLICATION BY: RICHARD M. YANEK DATUM: NAVD 1988 SITE ADDRESS: 538 S. ATLANTIC AVENUE ADJACENT PROPERTY OWNERS: VIRGINIA BEACH, VIRGINIA 23451 1. DENNIS MICHAEL LYNCH REVISION: 06/28/2019 2. NBH & BJB ASSOCIATES LC DATE: 11/28/2018 F.B./PG.: 1062/27 Architects ' 'lsiem La PLAT: C-646 1057/48 Civil Engineers SHEET 1 OF 5 WPL# 218-0354 242 leis*id,Se 4 Vs Doh,Va 23452 ti A TLANT/C OCEAN `EDGE OF WATER 9:30 AM 11/16/18 ,-.JI 41 k'MER/D/,qN SOURCE A o CE C. LARGE 'z Z. ) Lic. No. 15317 06/28/2019 �� 5° � cP- 0A'• �G. ,,:' �� � 'SIONAL CG\ o o o ,\"' o o o �'` -<\ 0 PILES(TYP) 12OO ' STARS 0—_ o 0 -0; TOE OF SLOPE . 1'i' 4' BEACH �� o o —� _ _ — roe„ ACCESS ''''' b = Opp,,,,WALKWAY O TOP OF BANK / _ ,�� 4'x4.POST OBSERVATION ,� DECK TOP OF j DUNE•GRASS6 _p, SPRINKt RxHEAD� s o4 TOP .OP 0F• 1"1 ` �0 X/02 S 04'14'15" 50.00' e/ EDGE OF MARSH ,,,,? �ry� ` I£ FS(Op S� 0 0 STONE h22h PILES(TYP) O 0 0 ,}., BENCH 42k' 1 I SPRINKLER HEAD OWALL "N . • EDGE 0 10 0 0 RS� �t , •'. METAL `, 4' METAL FENCE • SHRUB LINE • IIII 11IM • 0 0,,4• V" %11114;k: I M I:I I I I I . _ ON WALL �I b 1 COLUMN(TYP) ,,.•/,1(,1 •8 .ip!� / _ !I , 4 fie. +•, w, � 1q 1J ' • •• /• •k1� AVERS' o ,`� 4I $ PAVERS DING t,, �I 14. BOARD 14 E;, 17.16 RETAINING WALL $ l._: to �•. 'L � '�'4�``• ! T.Q.M. ....� NP�LND ,a E1Z, � ��I CROSS IN COLUMN N/F N/F , ' NE GRAVEL ELEV-18.57 NBH & BJB ASSOCIATES LC DENNIS MICHAEL LYNCH kJ •- STUCCO LOT 9A LOTS 11 & 23 3 540 S ATLANTIC AVE 536 S. ATLANTIC AVE p a (IN. 20060919001428400) (M.B. 37, PG. 11) h o GPIN: 2427-30-5390 GPIN: 2427-30-5328 (LOT 11) • h GPIN: 2427-30-6431 (LOT 23) c N N 'Q SITE IMPROVEMENT PLAN SCALE: 1"=30' PURPOSE: WATERFRONT ACCESS - - ENCROACHMENT EXHIBIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK APPLICATION BY: RICHARD M. YANEK SITE ADDRESS: 538 S. ATLANTIC AVENUE DATUM: NAVD 1988 ADJACENT PROPERTY OWNERS: _ VIRGINIA BEACH, VIRGINIA 23451 1. DENNIS MICHAEL LYNCH �—Architects 757.431.1041 REVISION: 06/28/2019 2. NBH & BJB ASSOCIATES LC DATE: 11/28/2018 F.B./PG.: 1062/27 Landscape Land Surveyors *ben PLAT: C-646 1057/48 Civil Engineers 242 IYelmg Td Ste 8,Ys kli,It 23452 '110 � CE C. LARGE z o v Lic. No. 15317 o \ "3 06/28/2019 �ce o� t h O,�FSS/o ��G <v NAL LW 2 o t J . 0 • V 1 v c,, � WC3 h corm t i \\ O -- O. I 0 N" • I1 N 44 o O M I .S'6 - N O 0 TK i W O N m iFRAMING SPECIFICATIONS. 1:.+ �5.� ' • ALL PI o PIES TO BE 8'0 MIN. WITH 15' PENETRATION. o I_ HEADERS AND JOISTS TO BE FULL 2'x8' TIMBERS. - V 1 • ALL HEADER BOLTS TO BE Y4'0 WEATHER TUFFS WITH OGEE WASHERS AND NUTS. • DECKING TO BE COMPOSITE OR 2' TIMBER SECURED WITH e STAINLESS STEEL SCREWS. h ck PROFILE PLAN N N o SCALE: 1"=10' PURPOSE: WATERFRONT ACCESS - ENCROACHMENT EXHIBIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK _ _ APPLICATION BY: RICHARD M. YANEK a , _ SITE ADDRESS: 538 S. ATLANTIC AVENUE DATUM: NAVD 1988 — — = VIRGINIA BEACH, VIRGINIA 23451 ADJACENT PROPERTY OWNERS: _ _ 1. DENNIS MICHAEL LYNCH ��— -- REVISION: 06/28/2019 2. NBH & BJB ASSOCIATES LC DATE: 11/28/2018 F.B./PG.: 1062/27 �Loone�raeats �TipWon PLAT: C-646 1057/48 Civil Engineers SHEET 3 OF 5 WPL# 218-0354 242 Ilefag Trl,Ste 4 W Bch,Va 23452 NOTES: 1. ALL FRAMING LUMBER AND PILINGS SHALL BE CCA 2.5 ROUGH MARINE SALT TREATED. iiiiiI ; , '' ��� 2. ALL HARDWARE AND FASTENERS SHALL BE HOT DIPPED GALVANIZED. 3. ALL PILES ARE TO BE DRIVEN AT A MINIMUM OF 15' BELOW THE TOP OF THE SAND DUNE. /,� �, o ' CE C. LARGE z - d 1--7- - -\\H U Lic. No. 1 531 7 " 3'-0• 06/28/2019 ct` �<.2MX4M 2"X6° MIN. OA SALTTRE RNAATED I I t(CONTRACTORINSTALL FOR �SSiONAL G 4 X4 AllUNGS) N\ 2"x2° PICKETS ® 4" O.C. 2"x12' BAND 2'x8' DECKING X 8' MAX. 4 4.0' zywrrezz ►uI NOTE: CONTRACTOR TO VERIFY NUMBER N. 2'x8' STRINGEROF RISES BASEDON EX. GRADE MIN. 10" TREADS (2) 2x6 DECKING (STAIR TREAD NOSING (2)2x8 0 8'-O' FIN DEPTH MIN. OVERHANG 3/4" 'r MAX. OVER- HANG 1 1/4") 2x6 BRACE 8'f PLE, 15' PENETRATION 3' MIN. \ Mk, 8' O.C. MAX 16" MAX EXISTING DUNE _ = `` 8" MAX '/� ' �/ �/ ` �/ \ cam) — r`�_ \\j�� ����� ��� � D GRADE I 1/2'CAR NI BOLT / A � / � \\ 15' MIN. 2x6 LEDGER /� \\( \\ 8'O PLE, 15' PENETRATION 15' MIN. \/� \/� � \/� MN., 8' o.c. MAX \ \.2.' STEPS TO BE BUILT ALONG EX. SAND N/j\// \/ j\�j\�j SLOPE (THE PROPOSED STEPS \�\�\/. •./\/\ SHALL NOT EXTEND BEYOND aGHT GREATER CNED S�16 AT A . TYPICAL WALK SECTION ABOVE THE ADJACENT GRADE.) 3/8' = 1' STAIR & RAIL SECTION DETAILS 1/2' = 1' SCALE: NOTED PURPOSE: WATERFRONT ACCESS — ENCROACHMENT EXHIBIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK = APPLICATION BY: RICHARD M. YANEK SITE ADDRESS: 538 S. ATLANTIC AVENUE DATUM: NAVD 1988 fig_ _ VIRGINIA BEACH, VIRGINIA 23451 ADJACENT PROPERTY OWNERS: REVISION: 06 1. DENNIS MICHAEL LYNCH ��� /28/2019 2. NBH & BBB ASSOCIATES LC DATE: 11/28/2018 F.B./PG.: 1062/27 Landscape ans�"°8�°`� '5''"'.v ccin PLAT: C-646 1057/48 242 Engineers SHEET 4 OF 5 WPL# 218-0354 42 WNg Id,Ste 8,W Bee,Ye 23452 NOTES: 1. ALL FRAMING LUMBER AND PILINGS SHALL BE CCA 2.5 ROUGH MARINE SALT TREATED. di 2. ALL HARDWARE AND FASTENERS SHALL BE HOT DIPPED GALVANIZED. 3. ALL PILES ARE TO BE DRIVEN AT A MINIMUM OF 15' BELOW THE TOP OF THE SAND DUNE. / " .t C:).. ' ' CE C. LARGE z 0 Lic. No. 15317 -0 06/28/2019 �� LANDING 'POASS �G\�� TONAL t4.14' 7.00'/ 12.00' 1. a-'\. �o o o `}. 0 0 8.00',, STAIRS to co N STAIRS :_. 0 0 8 PILE, 8' 0.C. m MAX" 15' MIN PENETRATION 0 0 ^ (TYPICAL) 1 CO 4' BEACH 0 0 ^0 0 ACCESS 1 a WALKWAY h b `,. 0 0 0 0 0 h `,. 0 0 0 0 obi OBSERVATION .} -,.$3.14 6.00' 6.00' DECK `}. 0 O • 0 0 0 (10x10) .o 444.57'*4.57' 1 o `k 0 0 0 0 00 t 60,.14.40' 0 • • 0 0 o a5.00' N • '-#• coO b 4.04 • (o 2.58' Ci0 2.60 �p0\ 0 0 0 `� "r I a 0 n a 12.40' -3.51/-5.05 0.95/- LANDINGS D ETA I LS AND STAIRS SCALE: 1"=10' PURPOSE: WATERFRONT ACCESS = ENCROACHMENT EXHIBIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK = APPLICATION BY: RICHARD M. YANEK DATUM: NAVD 1988 =_ _— •"=_ • SITE ADDRESS: 538 S. ATLANTIC AVENUE ADJACENT PROPERTY OWNERS: - j— - VIRGINIA BEACH, VIRGINIA 23451 1. DENNIS MICHAEL LYNCH -_____. REVISION: 06/28/2019 2. NBH as BJB ASSOCIATES LC DATE: 11/28/2018 F.B./PG.: 1062/27 1041 LLona Sum Architects m.4&uom PLAT: C-646 1057/48 Civil Engineers SHEET 5 OF 5 WPL# 218-0354 242 Mustang T�Ste 4 w Bch,It 23452 PREPARED BY VIRGINIA BEACH CITY ATTORNEY'S OFFICE (BOX 31) EXEMPTED FROM RECORDATION TAXES UNDER SECTION 58.1-811(C)(4) THIS AGREEMENT, made this( <� p+ by -� day of� �Mh�-- , 201c i , and between the CITY OF VIRGINIA BEACH, VIRGINIA, a municipal corporation of the Commonwealth of Virginia, Grantor, "City", and RICHARD M. YANEK, HIS HEIRS, ASSIGNS AND SUCCESSORS IN TITLE, "Grantee". WITNESSETH: WHEREAS, the Grantee is the owner of that certain lots, tracts, or parcels of land designated and described as "Lot 10" and "Lot 22"; as shown on that certain plat entitled: "RESUBDIVISION OF PART OF CROATAN BEACH PRINCESS ANNE CO, VA", dated June 1954, which said plat is duly recorded in the Clerk's Office of the Circuit Court of the City of Virginia Beach, Virginia in Map Book 37, Page 11 and being further designated, known, and described as 538 South Atlantic Avenue, Virginia Beach, Virginia 23451; WHEREAS, it is proposed by the Grantee to maintain an existing sprinkler system and stone bench wall and to construct and maintain a 4' beach access walkway with stairs and a 10' x 10' observation deck, the "Temporary Encroachment", in the City of Virginia Beach; and WHEREAS, in maintaining the Temporary Encroachment, it is necessary that the Grantee encroach into a portion of the City's property known as Croatan Beach, the "Encroachment Area"; and GPIN: NO GPIN ASSIGNED (CITY PROPERTY) GPIN: 2427-30-6345 (538 SOUTH ATLANTIC AVENUE, VIRGINIA BEACH, VA 23451) WHEREAS, the Grantee has requested that the City permit the Temporary Encroachment within the Encroachment Area. NOW, THEREFORE, for and in consideration of the premises and of the benefits accruing or to accrue to the Grantee and for the further consideration of One Dollar ($1.00), cash in hand paid to the City, receipt and sufficiency of which are hereby acknowledged, the City hereby grants to the Grantee permission to use the Encroachment Area for the purpose of constructing and maintaining the Temporary Encroachment. It is expressly understood and agreed that the Temporary Encroachment will be constructed and maintained in accordance with the laws of the Commonwealth of Virginia and the City of Virginia Beach, and in accordance with the City's specifications and approval and is more particularly described as follows, to wit: A Temporary Encroachment into the Encroachment Area as shown on that certain exhibit plat entitled: "ENCROACHMENT EXHIBIT APPLICATION BY: RICHARD M. YANEK SITE ADDRESS: 538 S. ATLANTIC AVENUE VIRGINIA BEACH VIRGINIA", a copy of which is attached hereto as Exhibit A, and to which reference is made for a more particular description. Providing however, nothing herein shall prohibit the City from immediately removing, or ordering the Grantee to remove, all or any part of the Temporary Encroachment from the Encroachment Area in the event of an emergency or public necessity, and Grantee shall bear all costs and expenses of such removal. It is further expressly understood and agreed that the Temporary Encroachment herein authorized terminates upon notice by the City to the Grantee, and that within thirty (30) days after the notice is given, the Temporary Encroachment must 2 be removed from the Encroachment Area by the Grantee; and that the Grantee will bear all costs and expenses of such removal. It is further expressly understood and agreed that the Grantee shall indemnify, hold harmless, and defend the City, its agents and employees, from and against all claims, damages, losses and expenses, including reasonable attorney's fees, in case it shall be necessary to file or defend an action arising out of the construction, location or existence of the Temporary Encroachment. It is further expressly understood and agreed that nothing herein contained shall be construed to enlarge the permission and authority to permit the maintenance or construction of any encroachment other than that specified herein and to the limited extent specified herein, nor to permit the maintenance and construction of any encroachment by anyone other than the Grantee. It is further expressly understood and agreed that the Grantee agrees to maintain the Temporary Encroachment so as not to become unsightly or a hazard. It is further expressly understood and agreed that the Grantee must obtain and keep in effect liability insurance with the City as a named insured in an amount not less than $500,000.00, per person injured and property damage per incident, combined, with the City listed as an additional insured. The company providing the insurance must be registered and licensed to provide insurance in the Commonwealth of Virginia. The Grantee will provide endorsements providing at least thirty (30) days written notice to the City prior to the cancellation or termination of, or material change to, any of the insurance policies. The Grantee assumes all responsibilities and liabilities, vested or contingent, with relation to the construction, location, and/or existence of the Temporary Encroachment. 3 It is further expressly understood and agreed that the Temporary Encroachment must conform to the minimum setback requirements, as established by the City. It is further expressly understood and agreed that the Grantee must submit for review and approval, a survey of the Encroachment Area, certified by a registered professional engineer or a licensed land surveyor, and/or "as built" plans of the Temporary Encroachment sealed by a registered professional engineer, if required by either the Department of Public Works City Engineer's Office or the Engineering Division of the Department of Public Utilities. It is further expressly understood and agreed that the City, upon revocation of such authority and permission so granted, may remove the Temporary Encroachment and charge the cost thereof to the Grantee, and collect the cost in any manner provided by law for the collection of local or state taxes; may require the Grantee to remove the Temporary Encroachment; and pending such removal, the City may charge the Grantee for the use of the Encroachment Area, the equivalent of what would be the real property tax upon the land so occupied if it were owned by the Grantee; and if such removal shall not be made within the time ordered hereinabove by this Agreement, the City may impose a penalty in the sum of One Hundred Dollars ($100.00) per day for each and every day that the Temporary Encroachment is allowed to continue thereafter, and may collect such compensation and penalties in any manner provided by law for the collection of local or state taxes. IN WITNESS WHEREOF, Richard M. Yanek, the said Grantee, has caused this Agreement to be executed by his signature. Further, that the City of Virginia 4 Beach has caused this Agreement to be executed in its name and on its behalf by its City Manager and its seal be hereunto affixed and attested by its City Clerk. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK] 5 CITY OF VIRGINIA BEACH By: (SEAL) City Manager/Authorized Designee of the City Manager STATE OF VIRGINIA CITY OF VIRGINIA BEACH, to-wit: The foregoing instrument was acknowledged before me this day of , 201_, by , CITY MANAGER/AUTHORIZED DESIGNEE OF THE CITY MANAGER OF THE CITY OF VIRGINIA BEACH, VIRGINIA, on its behalf. He/She is personally known to me. (SEAL) Notary Public Notary Registration Number: My Commission Expires: (SEAL) ATTEST: City Clerk/Authorized Designee of the City Clerk STATE OF VIRGINIA CITY OF VIRGINIA BEACH, to-wit: The foregoing instrument was acknowledged before me this day of , 201_, by , CITY CLERK / AUTHORIZED DESIGNEE OF THE CITY CLERK OF THE CITY OF VIRGINIA BEACH, VIRGINIA, on its behalf. She is personally known to me. (SEAL) Notary Public Notary Registration Number: My Commission Expires: 6 By: Ric and M. Yanek, Owner STATE OF r CITY/COUNTY OF\,`C fQOGl. , to-wit: The foregoing instrument was acknowledged before me thiseSnc4 day of , 201`±, byRichardM. Yanek. 1i TM\\_C4,0 faki* (SEAL) Notary-Public Notary Registration Number: —1-1 y 2 S ( I My Commission Expires: 8-3 i - c3 0 a- { MARGARET PHILLIPS NOTARY PUBLIC REGISTRATION#7742561 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES APPROVED AS TO CONTENTS APPROVED AS TO LEGAL SUFFICIENCY AND FORM T RE DA . ARMEYER, SENIOR CITY ATTORNEY DATE PUBLIC WORKS / REAL ESTATE DEPARTMENT/ DIVISION 7 SITE DATA ATLANTIC OCEAN 1. GPIN: 2427-30-6345 "Ogry �4,_- 2. THIS SURVEY OF LOTS 10 & 22, EDGE OF WATER BLOCK 26 RESUBDMSION OF 930 AM>>hs/le /� PART OF CROATTAN BEACH, ' / i v.,,,J`PLAT RECORDED PG. 11 AT THE CLERK'S 00 CE C. LARGE Z OFFICE OF THE CIRCUIT U Lic. No. 15317 'b COURT OF THE CITY OF VIRGINIA BEACH, VIRGINIA WAS ` 06/28/2019 4, COMPLETED UNDER THE DIRECT AND RESPONSIBLE 0/. 4/ CHARGE OF, ERIC A. GARNER (VIRGINIA LICENSE LAND �S%NAL - GROUND SURVEY MADE OR) FROM AN CUNDER TUAL CITY OF VIRGINIA BEACH MY SUPERVISION; THAT THE ORIGINAL DATA WAS OBTAINED MER/DIAN SOURCE ON NOVEMBER 16, 2018; AND 0 0 0 (41.8. 37, PG. 11 THAT THIS PLAT INCLUDING o .0 METADATA MEETS MINIMUM ACCURACY STANDARDS UNLESS °RLES( )� ::z,z=z7.—OTHERWISE NOTED. °�_ TOE CV SLOPE 3. LIMITS OF LAND DISTURBANCE: 1,300 SQ. FT. 0 0 _ or 00 DUNE GRASS _O. \ SPRINKLERrHFAD\- S 04'14'15" 50.00' �� 1 ------ uve efts O O • SE Of meek ' � %� ) , O �iZ I 6 SPRINKLER HFID CiGW OO OO\ WALL 6 a YCE1EN. SHRUB. UNE 1EW FENCE ON WALL COLUYNMP)J ' O LOT 21 n�1 � NGPAVERS LOT 23 PAEO RETAINING WAIL 'AGROUNDT.B.M. PAL EDGE OE CROSS IN COLUMN A. Q\ muSTONE i GRAVEL ELEV•18.57 loLOT 22 SAL° N N — — — — — — `&j LOT 10 3 2 I� h , LOT-9A LOT-11 `) icy 540 S ATLANTIC AVE 536 S. ATLANTIC AVE N N " (IN. 20060919000142840) (M.B. 37, PG. 11) h ^ O GPIN: 2427-30-5390 GPIN: 2427-30-5328 \sp co �oJ�o 450' Oh?, OF <oLN O42* %te" 50.00' 1 (FORMERLY ELM AVE)~ N 04'14'15" W S. ATLANTIC AVENUE (50' R/W) (FORMERLY CHAUTAUQUA AVENUE) E X I S T I \G SITE N.B. 37, PG. 11) SCALE: 1"=40' PURPOSE: WATERFRONT ACCESS ENCROACHMENT EXHIBIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK APPLICATION BY: RICHARD M. YANEK SITE ADDRESS: 538 S. ATLANTIC AVENUE DATUM: NAVD 1988 ADJACENT PROPERTY OWNERS: VIRGINIA BEACH, VIRGINIA 23451 1. DENNIS MICHAEL LYNCH REVISION: 06/28/2019 2. NBH & BJB ASSOCIATES LC DATE: 11/28/2018 F.B./PG.: 1062/27 Landscape Architects 757.431.1041 Lund Surveyors .d�etan PLAT: C-646 1057/48 242 Tit, 4 va MAD 23452 SHEET 1 OF 5 WPL# 218-0354 ti A TLANT/C OCEAN ti� ti� `EDGE OF WATER 'h'" 9:30 AM 11/16/19 �f OW A MERIDIAN SOURCE '. (M.B. 37 PG; 11 a A CE C. LARGE 'z Z ° Lic. No. 15317 :::„— 0 06/28/2019 �� hk y1 kti OAF C9 � h} h`1 Fs C- 0 00 0 0 0 ,,' 00 PILES(TYP)— 1?�' STAIRS 0� 0 o _� •Illiiiil 4' BEACH TOE OF SLOPE �� o o = —°'ry Tpe pp ACCESS ,� b - p(( WALKWAY •00 0 70P pF g�K R� T 1� K .1} 4%4-POST 1,50 OBSERVATION • TOP pF j DECK OF 0 �� TOP OP DUNE GRASe •c,'' NK 4'e4-POST • OF-' e (1O X lO) \,o/— - _p. ; SPRINKLER HEAD •`��4 TOP 1' / OE OF SL E N .9----4 \'ti / r .a7�. E G SK 0 n ' ./ EDGE OF MARSH . \ `j"f S 04'14 15 50.00 \ti. s L,P4- �,f • 0 0 y� STONE c. �y"� � " PILES(TYP) O 0 0 / �y BENCHr4,,A. • SPRINKLER HEAD ' �OF MNRS- _ i METAL SHRUB LINE �!EDGE 1 O O , 1 • I l l l:l'i 4' METAL FENCE y O Oo, ,• r�.. Imi•Iill1IE ON WALL _ ram,.;;_ • COLUMN(TYP) ,, ` `p ! 1' ,1 ,1 74\.1 7 �. 1"; E ,,,', 1 PAVERS i `ti PAVERS DMNG A. •,, �A/ RETAINING WALL 1A. BOARD 14.1;, , 17.16 ti. lip ,• , NPOOLND '�trEe"1~ ��� ''CROSS�IN COLUMN NE GRAVEL ELEV-18.57 2❑ I ' W STUCCO LOT-9A I ' WALL 540 S ATLANTIC AVE LOT-11 h , (IN. 20060919000142840) 536 S. ATLANTIC AVE . 0 3 o h GPIN: 2427-30-5390 (M.B. 37, PG. 11) 1. o GPIN: 2427-30-5328 ix) N h N• CO N co SITE IMPROVEME\T PLAN (,) SCALE: 1"=30' PURPOSE: WATERFRONT ACCESS e ENCROACHMENT EXHIBIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK _ =_ APPLICATION BY: RICHARD M. YANEK SITE ADDRESS: 538 S. ATLANTIC AVENUE DATUM: NAVD 1988 VIRGINIA BEACH, VIRGINIA 23451 ADJACENT PROPERTY OWNERS: REVISION: 06/28/2019 1. DENNIS MICHAEL LYNCH ir p 2. NBH & BJB ASSOCIATES LC DATE: 11/28/2018 F.B./PG.: 1062/27 Landscape Architects 757.431.1041 Land Sarveyora memo PLAT: C-646 1057/48 242Engineers SHEET 2 OF 5 WPL# 218-0354 242 Metag Tr(Ste 8,Vs Bch,Vo 23452 2 h /CD JJ41 !� o ' CE C. LARGE z 0 Lic. No. 15317 o 3 06/28/2019 �� '.... 1 �j Si0NAL � Z I Z � 03 •V,. b 00 �gi i \ -r'---"-----"------rj V y ,04, I 0 O et NI- f M J N O a Y ,96 N QO OO 1 W N ell i° FRAMING SPECIFICATIONS' ( .+ • ALL PILES TO BE 8'0 MIN. WITH 15' PENETRATION. .c fr o i HEADERS AND JOISTS TO BE FULL 2'x8' TIMBERS. V ! I • ALL HEADER BOLTS TO BE Y4'0 WEATHER TUFFS WITH 1 o OGEE WASHERS AND NUTS. a _ a • DECKING TO BE COMPOSITE OR 2' TIMBER SECURED WITH 2 STAIN'Fti.0 STEEL SCREWS. CI h k PROFILE PLAN N (NCISCALE: 1"=10' PURPOSE: WATERFRONT ACCESS - _ - _ ENCROACHMENT EXHIBIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK = APPLICATION BY: RICHARD M. YANEK SITE ADDRESS: 538 S. ATLANTIC AVENUE DATUM: NAVD 1988 Wr PY2 VIRGINIA BEACH, VIRGINIA 23451 ADJACENT PROPERTY OWNERS: 1. DENNIS MICHAEL LYNCH REVISION: 06/28/2019 2. NBH & BJB ASSOCIATES LC I DATE: 11/28/2018 F.B./PG.: 1062/27 Landscape MchBects 757.431.1041 Land Sarveyoro *steam PLAT: C-646 1057/48 2Slusbrig 1 rt Ste 5,w ecn S,23452 SHEET 3 OF 5 WPL# 218-0354 NOTES: 1. ALL FRAMING LUMBER AND PILINGS SHALL BE CCA 2.5 ROUGH MARINE SALT TREATED. ' ' 2. ALL HARDWARE AND FASTENERS SHALL BE HOT DIPPED GALVANIZED. `�� 3. ALL PILES ARE TO BE DRIVEN AT A MINIMUM OF 15' BELOW THE TOP OF THE SAND DUNE. / I .*� o ' CE C. LARGE '4;-- d — —\\H Z.) Lic. No. 15317 3'-0" "3 06/28/2019 2ff x6n 0,<. 4 41 2 n IX »I n SALTONTRACTOR T TREATED IO NSTALL FOR MIN. FSS/ONAL F'�G\� 4 X4 AU. RAILINGS) t \N 2"x2" PICKETS CO 4" O.C. 2"x12" BAND 2"x8• DEg0NG 711- 8' MAX. 7 4.0' III ,WA NOTE: CONTRACTOR TO VERIFY NUMBER N Y8' STRINGEROF RISES BASEDTREADS (2) 2x6 DECKING) ON EX. GRADE MIN. 10" FIN DEPTH (STAIR TREAD NOSING (2)2x8 0 8'-0' MIN. OVERHANG 3/4" �r MAX. OVER- HANG 1 1/4') 2x6 BRACE 8"O PLE, 15' PENETRATION 3' MIN. \ AN., 8' O.C. MAX 16" MAX l EXISTING DUNE 400‹.= ',\\ y/ \/A 1/2'CArG PGE BOLT , / \/ �// 2x6 LTDGETt //\ \/� /\ 15' MIN. < \ < t 8"/ PILE 15' PENETRATION 15' MIN. \/\ � \��, /� MIN., 8' O.C. MAX � / ` \''cam_' STEPS TO BE BUILT ALONG EX. SAND //\// // ,,As, SLOPE (THE PROPOSED STEPS \/\ \/ \�\X\ SHALL NOT EXTEND BEYOND THE APPROVED SETBACKS AT A HEIGHT GREATER THAN 16" TYPICAL WALK SECTION• —,` ABOVE THE ADJACENT GRADE.) 3/8" = 1' STAIR & RAIL SECTION DETAILS 1/2" = 1' SCALE: NOTED PURPOSE: WATERFRONT ACCESS = ENCROACHMENT TWIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK ti - APPLICATION BY: RICHARD M. YANEK - = SITE ADDRESS: 538 S. ATLANTIC AVENUE DATUM: NAVD 1988 e E VIRGINIA BEACH, VIRGINIA 23451 ADJACENT PROPERTY OWNERS: 1. DENNIS MICHAEL LYNCH € REVISION: 06/28/2019 2. NBH & BiB ASSOCIATES LC Landscape kcnitecte 157.471.1041 DATE: 11/28/2018 F.B./PG.: 1062/27 toad S" .dae.wa PLAT: C-646 1057/48 i 2 Td.s. ,*&* Va 23452 SHEET 4 OF 5 WPL# 218-0354 NOTES: 1. ALL FRAMING LUMBER AND PIUNGS SHALL BE CCA 2.5 ROUGH MARINE SALT TREATED. AV.'" 2. ALL HARDWARE AND FASTENERS SHALL BE HOT DIPPED GALVANIZED. A., �'�� 4 3. ALL PILES ARE TO BE DRIVEN AT A MINIMUM OF 15' BELOW THE TOP OF THE SAND DUNE. "6 4 c ' CE C. LARGE 'z U Lic. No. 15317 06/28/2019 �ce LANDING o�ss/ONAL ��G � '4.14'O 7.00'� ,2.00' I\ Z:4-- ,„4: 11, ® Q a ) del STAIRS co N STAIRS 2 /- i• 5=1 0 8 0 PILE, 8' 0.C. ki MAX, 15' MIN PENETR 770N •f(` 0 .^ (TYPICAL) NI- tri "'Oi 4' BEACH 0 ACCESS 1\ rn WALKWAY h to `r 0 0 0 0 h `}, 0 0 0 o01 OBSERVATION "ill4, -6.00' 6.00' DECK `k 0 0 • 0 O (10'x 1O) 1\ . ,14 4.57'*4.57' 1 p 1. 6b • 0 0'Z; t j ,f 60 14;�3.40' 0 0 �• • o o n 5.00' N .-I1. to 0 %4.04 • co '� 0 N ^ 2.58' p cI 2.60 Epp d ►. `� G o 00 'i "AD , c 01 I 12.40' -3.51Y--5.05 .951,- LANDINGS DETAILS AND STAIRS SCALE: 1"=10' PURPOSE: WATERFRONT ACCESS ` ENCROACHMENT EXHIBIT PATIO, BEACH ACCESS WALKWAY, AND OBSERVATION DECK - APPLICATION BY: RICHARD M. YANEK SITE ADDRESS: 538 S. ATLANTIC AVENUE DATUM: NAVD 1988 VIRGINIA BEACH, VIRGINIA 23451 ADJACENT PROPERTY OWNERS: '."--ilt 1. DENNIS MICHAEL LYNCH REVISION: 06/28/2019 2. NBH & BJB ASSOCIATES LC L DATE: 11/28/2018 F.B./PG.: 1062/27 Landscape Architects 757.431.1011 Land Surveyors *steam PLAT: C-646 1057/48 Civ il Engineers SHEET 5 OF 5 WPL# 218-0354 242 Muskeg Id,Ste B,VIA Bch,Vs 23452 I Beach i Virginia APPLICANT'S NAME Richard M Yanek DISCLOSURE STATEMENT FORM The completion and submission of this form is required for all applications that pertain to City real estate matters or to the development and/or use of property in the City of Virginia Beach requiring action by the City Council or a board, commission, or other body appointed by the City Council. Such applications and matters include, but are not limited to, the following: Acquisition of Property Disposition of City Modification of by City Property Conditions or Proffers Alternative Economic Development Nonconforming Use Compliance, Special Investment Program Exception for (EDIP) Changes Board of Zoning Encroachment Request Rezoning Appeals Certificate of Floodplain Variance Appropriateness Street Closure (Historic Review Board) Franchise Agreement Chesapeake Bay Preservation Area Lease of City Property Subdivision Variance Board Conditional Use Permit License Agreement Wetlands Board The disclosures contained in this form are necessary to inform public officials who may vote on the application as to whether they have a conflict of interest under Virginia law. SECTION 1 / APPLICANT DISCLOSURE FOR CITY USE ONLY/All disclosures must be updated two (2)weeks prior to any Page 1 of 7 Planning Commission and City Council meeting that pertains to the application(s). APPLICANT NOTIFIED OF HEARING DATE: 14 NO CHANGES AS OF DATE Q a REVISIONS SUBMITTED DATE: tiidwIF kr M ae C1rr 2422.2 Alatifia Bea Check here if the APPLICANT IS NOT a corporation,X p , partnership, firm,= business, or other unincorporated organization. nCheck here if the APPLICANT IS a corporation, partnership, firm, business, or other unincorporated organization. (A) List the Applicant's name: Richard M Yanek If an LLC, list all member's names: If a CORPORATION, list the the names of all officers, directors, members, trustees, etc. below: (Attach list if necessary) N/A (B) List the businesses that have a parent-subsidiary or affiliated business entity 2 relationship with the Applicant: (Attach list if necessary) N/A 1 See next page for information pertaining to footnotes and 2 4 • SECTION 2 / PROPERTY OWNER DISCLOSURE Complete Section 2 only if property owner is different from Applicant. Check here if the PROPERTY OWNER IS NOT a corporation, partnership, firm, business, or other unincorporated organization. nCheck here if the PROPERTY OWNER IS a corporation, partnership, firm, business, or other unincorporated organization, AND THEN, complete the following. (A) List the Property Owner's name: Richard M Yanek If an LLC, list the member's names: Page 2 of 7 m k _ ` t&�'*' �i Asp N Virginia Beach If a Corporation, list the names ofall officers, directors, members, trustees, etc. below: (Attach list if necessary) N/A (B) List the businesses that have a parent-subsidiary 1 or affiliated business entity 2 relationship with the Property Owner: (Attach list if necessary) N/A 1 "Parent-subsidiary relationship" means "a relationship that exists when one corporation directly or indirectly owns shares possessing more than 50 percent of the voting power of another corporation." See State and Local Government Conflict of Interests Act, Va. Code § 2.2-3101. 2 "Affiliated business entityrelationship" means "a relationship, other than p, parent-subsidiary relationship, that exists when (i) one business entity has a controlling ownership interest in the other business entity, (ii) a controlling owner in one entity is also a controlling owner in the other entity, or (iii) there is shared management or control between the business entities. Factors that should be considered in determining the existence of an affiliated business entity relationship include that the same person or substantially the same person own or manage the two entities; there are common or commingled funds or assets; the business entities share the use of the same offices or employees or otherwise share activities, resources or personnel on a regular basis; or there is otherwise a close working relationship between the entities." See State and Local Government Conflict of Interests Act, Va. Code § 2.2-3101. • 4' SECTION 3. SERVICES DISCLOSURE Are any of the following services being provided in connection with the subject of the application or any business operating or to be operated on the Property. If the answer to any item is YES, please identify the firm or individual providing the service: IF THE OWNER AND APPLICANT ARE DIFFERENT, EACH MUST COMPLETE THE SECTION SEPERATELY Page 3 of 7 APPLICANT Virginia Beach YES NO SERVICE PROVIDER (use additional sheets if needed) Accounting and/or preparer of your tax return XArchitect / Landscape Architect / Land Planner Contract Purchaser (if other than X the Applicant) - identify purchaser and purchaser's service providers Any other pending or proposed M/\� purchaser of the subject property (identify purchaser(s) and purchaser's service providers) IX] Construction Contractors XEngineers / Surveyors/ Agents WPL Financing (include current NATIONSTAR MORTGAGE LLC X mortgage holders and lenders selected or being considered to provide financing for acquisition or construction of the property) XLegal Services Real Estate Brokers / X Agents/Realtors for current and anticipated future sales of the subject property 4 SECTION 4. KNOWN INTEREST BY PUBLIC OFFICIAL OR EMPLOYEE YES NO Does an official or employee of the City of Virginia Beach have an interest in the subject land or any proposed development contingent on the subject public action? If yes, what is the name of the official or employee and what is the nature of the interest? N/A Page 4 of 7 + L% s 4 , xS Fps.tbr P = n- • y t "s- -- .�� �?-r c r ,a.� i t",,ate- ,s - a i" — rt�, ",x.-' ,lr f," R Fry -k ,.`. ;. x `-- s �TYf Virginia B `` CERTIFICATION: I certify that all of the information contained in this Disclosure Statement Form is complete, true, and accurate. I understand that, upon receipt of notification that the application has been scheduled for public hearing, I am responsible for updating the information provided herein two weeks prior to the Planning Commission, Council, VBDA meeting, or meeting of any public body or committee in connection with this Applicat' Richard M Yanek pqO 4/ APPLICAN SI URE PRINT NAME DA E Page 5 of 7 OWNER Virginia Beach YES NO SERVICE PROVIDER (use additional sheets if needed) XAccounting and/or preparer of your tax return XArchitect / Landscape Architect / Land Planner Contract Purchaser (if other than Xthe Applicant) - identify purchaser and purchaser's service providers Any other pending or proposed Xpurchaser of the subject property (identify purchaser(s) and purchaser's service providers) XConstruction Contractors XEngineers / Surveyors/ Agents WPL Financing (include current NATIONSTAR MORTGAGE LLC X mortgage holders and lenders selected or being considered to provide financing for acquisition or construction of the property) XLegal Services Real Estate Brokers / X Agents/Realtors for current and anticipated future sales of the subject property • SECTION 4. KNOWN INTEREST BY PUBLIC OFFICIAL OR EMPLOYEE YES NO Does an official or employee of the City of Virginia Beach have X an interest in the subject land or any proposed development contingent on the subject public action? If yes, what is the name of the official or employee and what is the nature of the interest? N/A Page 6 of 7 0 } Virginia Beach CERTIFICATION: I certify that all of the information contained in this Disclosure Statement Form is complete, true, and accurate. I understand that, upon receipt of notification that the application has been scheduled for public hearing, I am responsible for updating the information provided herein two weeks prior to the Planning Commission, Council, VBDA meeting, or meeting of any public body or committee in connection with this Application. Richard M Yanek Ct-VoC/ZziK) PROPERTY W 'S SIGNATURE PRINT NAME DATE t Page 7 of 7 a W LL' OY Q It)w Qa ~ �r JMz Z Noo H G Q �Q cta. z QQQ O W co 5 Lo JJ d 0 U -- 1 �� r ' ''' i y I 1, AT�AiC AC ,. 4 1 ' \:.' M 1 ti _--— __-- \ N N _ + m Ica \\ 1::$ ---A tO 10; „a i C ' O �v m '' 1 f CO (43 I y\ \ Oe'i c)) P� n o " --f `'PN m O n V •t p N cn r .. � d. .a 0D NZAR A .0 • t N vIRG‘� a�c�'°a a) O 0_°� a , J Z .E>o 1 y am r r�'�,u64cyL �E 7i << Is, c, , CITY OF VIRGINIA BEACH AGENDA ITEM f ITEM: An Ordinance Extending the Date for Satisfying the Conditions in the Matter of Closing Lake Avenue, Oak Street, and Portions of Locust Crescent and Ellis Avenue MEETING DATE: November 12, 2019 • Background: On October 10, 2012, the Planning Commission passed a motion recommending that City Council approve a request by the City of Virginia Beach ("Applicant") to close Lake Avenue, Oak Street, and portions of Locust Crescent and Ellis Avenue. On November 27, 2012, by Ordinance ORD-3262M (the "Street Closure Ordinance"), City Council approved the Applicant's request subject to the following conditions being met by November 26, 2013: 1. The City Attorney's Office will make the final determination regarding ownership of the underlying fee. The purchase price to be paid to the City is normally determined according to the "Policy Regarding Purchase of City's Interest in Streets Pursuant to Street Closures" approved by City Council. Copies of the policy are available in the Planning Department. No purchase price shall be charged in these street closures, however, because the City is both the owner of the underlying fee and the Applicant. 2. The Applicant shall resubdivide the property and vacate internal lot lines to incorporate the closed areas into the adjoining parcels. The plat must be submitted and approved for recordation prior to final street closure approval. 3. The Applicant shall provide the City of Norfolk with the access easements reserved in the deed from the City of Norfolk to the City of Virginia Beach. 4. The Applicant shall verify that no private utilities exist within the rights-of-way proposed for closure. Preliminary comments from the utility companies indicate that there are no private utilities within the rights-of-way proposed for closure. If private utilities do exist, easements satisfactory to the utility company must be provided. 5. Closure of the rights-of-way shall be contingent upon compliance with the above stated conditions within 365 days of approval by City Council. If the conditions noted above are not accomplished and the final plat is not approved within one year of the City Council vote to close the rights-of-way, this approval shall be considered null and void. City of Virginia Beach (Lake Lawson and Lake Smith Natural Area) Page 2 of 2 The Applicant has been awaiting approval from the National Park Services to transfer a recreational easement restriction from City-owned property located on Lynnhaven Parkway to the Lake Lawson and Lake Smith Natural Area. A legal description was submitted as a part of the extensive application process. Condition 2 of the subject street closure requires recordation of a resubdivision plat incorporating the closed areas into the adjacent parcels. The resubdivision would cause the legal description submitted to the National Park Services to be inaccurate. On October 2, 2013, the Applicant requested additional time to meet the conditions set forth in the Street Closure Ordinance, which was approved by City Council on November 12, 2013 by Ordinance ORD-3308B. On October 14, 2014, the Applicant requested additional time to meet the conditions set forth in the Street Closure Ordinance, which was approved by City Council on November 18, 2014 by Ordinance ORD-3382C. On September 27, 2017, the Applicant requested additional time to meet the conditions set forth in the Street Closure Ordinance, which was approved by City Council on November 7, 2017 by Ordinance ORD-3520U. The Applicant is still awaiting the above-described approval from the National Park Services. Therefore, on October 23, 2019, the Applicant requested an additional two (2) year extension of time to meet the conditions set forth in the Street Closure Ordinance. Staff has concluded that the request for the additional two (2) year extension is reasonable. • Recommendations: Allow an extension of 24 months for satisfaction of the conditions. • Attachments: Ordinance Location Map Recommended Action: Approval Submitting Department/Agency: Planning Department"jK City Manager: l /II r_ 1 AN ORDINANCE EXTENDING THE 2 DATE FOR SATISFYING THE 3 CONDITIONS IN THE MATTER OF 4 CLOSING LAKE AVENUE, OAK 5 STREET, AND PORTIONS OF LOCUST 6 CRESCENT AND ELLIS AVENUE 7 8 WHEREAS, on November 27, 2012, City Council acted upon the 9 application of the City of Virginia Beach (the "Applicant") for the closure of Lake Avenue, 10 Oak Street, and portions of Locust Crescent and Ellis Avenue, as shown on Exhibit A 11 attached hereto; 12 13 WHEREAS, on November 27, 2012, City Council adopted an Ordinance 14 (ORD-3262M) to close the aforesaid rights-of-way, subject to certain conditions being 15 met on or before November 26, 2013; 16 17 WHEREAS, on October 2, 2013, the Applicant requested an extension of 18 time to satisfy the conditions to the aforesaid street closure action, and on November 19 12, 2013, City Council adopted an Ordinance (ORD-3308B) approving the extension of 20 time to meet certain conditions to on or before November 26, 2014; 21 22 WHEREAS, on October 14, 2014, the Applicant requested an additional 23 three (3) years to satisfy the conditions of the aforesaid street closure action, and on 24 November 18, 2014, City Council adopted an Ordinance (ORD-3382C) approving the 25 extension of time to meet certain conditions to on or before November 26, 2017; 26 27 WHEREAS, on September 27, 2017, the Applicant requested an 28 additional two (2) years to satisfy the conditions of the aforesaid street closure action, 29 and on November 7, 2017, City Council adopted an Ordinance (ORD-3520U) approving 30 the extension of time to meet certain conditions to on or before November 26, 2019; and 31 32 WHEREAS, on October 23, 2019, the Applicant requested an additional 33 two (2) years to satisfy the conditions of the aforesaid street closure action. 34 35 NOW, THEREFORE, BE IT ORDAINED by the Council of the City of 36 Virginia Beach, Virginia: 37 38 That the date for meeting conditions of closure as stated in the Ordinance 39 adopted on November 27, 2012 (ORD-3262M), upon application of the City of Virginia 40 Beach, is extended to November 26, 2021. 41 42 Adopted by the Council of the City of Virginia Beach, Virginia, on this 43 day of , 2019. APPROVED AS TO LEGAL APPROVED AS TO CONTENT: SUFFICIENCY: LiA&( q pthlt),1) City Attorney Planning epartment CA14834 \\vbgov.com\dfs l\appl ications\citylaw\cycom32\wpdocs\d029\p032\00598883.doc R-1 October 30, 2019 FOR LOT OWNER INFORMA FOR SEE SHEET PARCELS IDENTIFIED 2. AS rATHROUG1i�, 0CI fi TY OF CITYOOF NORFOLK LOCUST CRESCENT (VAR. )R/W) VIRGINIA BEACH "LAKE SMITH" (D.B. 2397, PG, 126) I PARCEL A GPIN 1469-62-7175 (FORMERLY ELM ST.-M.B.3, PG.171-40' R/W) S38'20.11"W I I I I I 13e'oe�" 9.81' .g 317.21' TIE TO P.I. n► 115.58 T Li �P a a. O © © r o ci BLOCK 2-LAKESIDE 0 Q 1�/ C^ (M.B, 3, PG. 171) r/. ,..-d oo © a3/ � t� z o M z O © CITY OF VIRGINIA BEACH / 3 IP�ot = rNOY": 1 40`11'E 299.61' c a] o w J S AVENUE.(50' RAO iT /` r +<�+ W' 6 d (FORMERLY PINE ST.—M.8.3. PG.171) ✓ < p N51'39'K0'W 299.69' ^rmf z 6 g ?.CD ed/ �` �` Cf g g I E BLOCK 3 — LAKESIDE $/ I CISSP R�iz (M.B. 3, PG. 171) M W 0 .W/ < r lig $ 6C.) tx PROPERTY UNE gr/ tg @ o a r BY CITY DEED 618 E N I.:g D.B. 51, PG. 10 z z in z — S51'32'01'E 390.70' / .OAK STREET L4 (40' R / N 3491991.9219 (M.B. 3, PG. 171))r'� E 12165498.3107 le-/ter N51"23 w,B.-� 192.17' 124.17' 115.2 �- N51 37'16'W 316.34' OA. 't §y STREET LINE JASJ SHOWN IN M.B.3, PG. 171 NN ////� o g �. NSF AREA OF STREET CLOSURE ill CITY OF A IRGI B BEACH 55,214 SF 1.2675 AC, r laINST. #20060706001024770(DEED) UNE TABLE INST. #20060522000771350(PLAT) UNE BEARING DISTANCE GRIN 1469-52-7035 11 N38720'40'E 49.95' MERIDIAN REFERENCE: L2 , N5117'16"W 75.00' VIRGINIA STATE PLANE COORDINATE SYSTEM L3 N38'23'54"E 39.96' SOUTH ZONE, NORTH AMERICAN DATUM 14 N36'48'171'W , 136.86' 1983/1993 (HARN) (U.S. SURVEY FOOT) L5 S2516'43'W 35.93' GRAPHIC SG 00 100 200 EXHIBIT SHOWING A CLOSURE OF A PORTION OF LOCUST CRESCENT (FORMERLY ELM STREET — M.B. 3, PG. 171) ( IN rUr ) & A PORTION OF ELLIS AVENUE ti 1 Inch is100 tt (FORMERLY PINE STREET — M.B. 3, PG. 171) j a441)4.TH opK' A CLOSURE OF --s� LAKE AVENUE AND OAK STREET 84 tfo/6"?. .—-5. .. (M.B. 3, PG. 171) VIRGINIA BEACH, VIRGINIA 1 u°' "°. 2516 Patton Harris Rust & Associates t ///O7//0 1, /J-' Engineers. Surveyors. Planners. Landscape Architects. '`y1 suAvt'� y + 410 NORTH CENTER DRIVE, SUITE 100 I Norfolk, VA 23502 re � pF pH jjj T 7a7.49;'.7+ns+ F 7s7.� 7.osao ` T NOVEMBER 7, 2011 j 1%,100' 11as."' TFF U "• 16700-1-14 1 ;IDENTIFIER PARCEL & OWNER IDENTIFIER PARCEL & OWNER LA LOTS 9, 10 — BLOCK 2 Q LAKE SMITH N/F CITY OF VIRGINIA BEACH N/F CITY OF NORFOLK INST.#20060706001024770 (DEED) INST.#20060522000771350 (PLAT) INST.#20060522000771380 (PLAT) D.B. 51, PG. 10 GPIN 1469-52-4486 GPIN 1469-62-7175 © LOT 11 — BLOCK 2 K) LOTS 21-32 — BLOCK 3 N/F CITY OF VIRGINIA BEACH N/F CITY OF VIRGINIA BEACH INST.#20081120001335970 INST.#20060706001024770 (DEED) M.B. 3, PG. 171 INST.#20060522000771390 (PLAT) GPIN 1469-52-5403 GPIN 1469-52-4277 • LOTS 12-20 — BLOCK 2 © A PORTION OF LOTS 1-8, AND N/F CITY OF VIRGINIA BEACH ALL OF LOTS 9-19 — BLOCK 3 INST.#20060706001024770 (DEED) N/F CITY OF VIRGINIA BEACH INST.#20060522000771420 (PLAT) INST.#20060706001024770 (DEED) GPIN 1469-52-6306 INST.#20060522000771390 (PLAT) © A PORTION OF LOTS 23, 24, 25 & GPIN 1469-52-3280 26 — BLOCK 2 pM LOT 20 — BLOCK 3 N/F CITY OF VIRGINIA BEACH N/F CITY OF VIRGINIA BEACH INST.#20060706001024770 (DEED) INST.#20060706001024770 (DEED) INST.#20060522000771400 (PLAT) INST.#20060522000771390 (PLAT) GPIN 1469-52-5486 GPIN 1469-52-5130 Q A PORTION OF LOT 27 — BLOCK 2 N/F CITY OF VIRGINIA BEACH INST.#20060706001024770 (DEED) INST.#20060522000771400 (PLAT) GRIN 1469-52-6433 Q LOTS 28, 29 — BLOCK 2 N/F AUGUSTUS COSTON D.B. 96, PG. 79 M.B. 3, PG. 171 GPIN 1469-52-6482 © LOTS 30, 31 — BLOCK2 N/F CITY OF VIRGINIA BEACH INST.#20060706001024770 (DEED) INST.#20060522000771410 (PLAT) GRIN 1469-52-7421 Q LOT 32 — BLOCK 2 N/F CITY OF VIRGINIA BEACH INST.#20080619000727770 M.B. 3, PG. 171 GPIN 1469-52-7336 IO PARCEL A N/F CITY OF VIRGINIA BEACH INST.#20060706001024770 (DEED) INST.#20060522000771350 (PLAT) GPIN 1469-52-9638 EXHIBIT SHOWING A CLOSURE OF A PORTION OF LOCUST CRESCENT (FORMERLY ELM STREET - M.B. 3, PG. 171) & A PORTION OF ELLIS AVENUE (FORMERLY PINE STREET - M.B. 3, PG. 171) p1.TH 0�, AND A CLOSURE OF LAKE AVENUE AND OAK STREET (M.B. 3, PG. 171) �TIM I,. 1'CHER VIRGINIA BEACH, VIRGINIA uo. No, 25la Patton Harris Rust & Associates /i/o7f(I Engineers. Surveyors. Planners. Landscape Architects. te11D sva� 'a4 D n RA Norfolk VA CENTER DRIVE, SUITE 100 23502 SHEET 2 OF 2 J L T 757.497.7472 F 757.497.0250 TFF l°'t` NOVEMBER 7, 2011 I N/A 1Tr 1111.4 - 16700-1-14 ' c ��KN ysea'y 'Ti CITY OF VIRGINIA BEACH \ AGENDA ITEM / ITEM: An Ordinance to Appropriate $225,500 of Fund Balance from the Virginia Beach Sheriff's Office Special Revenue Fund to the Virginia Beach Sheriff's Office Operating Budget for Replacement of Inmate Property Mobile Shelving Storage MEETING DATE: November 12, 2019 • Background: The Virginia Beach Sheriff's Office (VBSO) must process, inventory, and store the property of the inmate population of the Virginia Beach Correctional Center. According to the Virginia Administrative Code, "secure storage space for inmate personal property shall be provided adjacent in proximity to the intake or release area" (6VAC15-81-640(E)). The Administrative Code goes on to recommend linear hanging space as well as bins or lockers. In the Virginia Beach Correctional Center, storage is accomplished through a mobile shelving system. The mobile shelving system used in the Virginia Beach Correctional Center is the original equipment that was purchased upon the opening of the current Building C in 2005. Due to power surge, this equipment malfunctioned to the point of disrepair. As a result, staff is currently moving units manually. Because of the weight of shelving, this is an unsustainable practice. • Considerations: To replace the mobile shelving system, the VBSO requests that $225,500 be appropriated from the Fund Balance of the Sheriff's Special Revenue Fund to the VBSO's FY 2019-20 Operating Budget. This amount is available, as the Fund possesses a projected FY 2018-19 year-end balance of $869,561. It is the intent of the VBSO to acquire a system that will have an override capacity that will enable operation in the event of a system malfunction. • Public Information: Normal Council Agenda notification process. • Recommendations: Adoption of the attached ordinance. • Attachment: Ordinance Recommended Action: Approval Submitting Department/Agency: Sheriff's Office �, City Manager: /fliL 1 AN ORDINANCE TO APPROPRIATE $225,500 OF 2 FUND BALANCE FROM THE VIRGINIA BEACH 3 SHERIFF'S OFFICE SPECIAL REVENUE FUND TO 4 THE VIRGINIA BEACH SHERIFF'S OFFICE 5 OPERATING BUDGET FOR REPLACEMENT OF 6 INMATE PROPERTY MOBILE SHELVING STORAGE 7 8 NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF 9 VIRGINIA BEACH, VIRGINIA, THAT: 10 11 $225,500 of fund balance from the Virginia Beach Sheriff's Office Special 12 Revenue Fund is hereby appropriated to the Virginia Beach Sheriff's Office FY 2019-20 13 Operating Budget, with estimated revenue increased accordingly, to be used for inmate 14 property mobile shelving storage replacement. Adopted by the Council of the City of Virginia Beach, Virginia on the day of , 2019. Requires an affirmative vote by a majority of all of the members of City Council. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: IL,_ -r- 17-----)----7:fri Budget and Management Services City Attorney's Office CA14912 R-1 October 24, 2019 I ���gizire 'its,., CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: An Ordinance to Establish Revenues from Human Services to Police and Increase Appropriations in the Police Department for Crisis Intervention Team Security Center Overtime MEETING DATE: November 12, 2019 • Background: On May 7, 2019, City Council adopted an ordinance that accepted and appropriated funding from the Virginia Department of Behavioral Health and Developmental Services (DBHDS) for the purpose of staffing law enforcement officers at the Virginia Beach Crisis Intervention Team (CIT) Assessment Site. In accordance with DBHDS procedures, this funding was appropriated into the Operating Budget of the Department of Human Services and was placed into the City's non-lapsing grant fund. Concurrent with this action, the Department of Human Services and the Virginia Beach Police Department entered into an agreement that stipulates that the VBPD would provide the law enforcement support on a 24-hour basis. • Considerations: In order to comply with DBHDS reporting requirements, the revenues and expenditures from the Commonwealth must remain in the Human Services Budget. However, for proper internal City tracking and control, Finance instructs that overtime expenditures are to be posted to the department in which personnel are employed. In this case, that means police officers involved in the CIT site must be paid by way of the Police Department Operating Budget. The only way to accomplish this and not subject the Police Department to reallocate existing overtime appropriations away from other City priorities is to increase the Police Department's Overtime budget. Therefore, this action will estimate additional revenues in the Police Department's FY 2019-20 Operating Budget from Human Services and will correspondingly increase the Police Department's FY 2019-20 Overtime appropriations. At the same time, to meet state rules, expenditures will still be charged to the appropriate Human Services grant account. Based on one quarter of actual costs, it is estimated that $300,000 will be needed to provide the law enforcement support at the CIT site in FY 2019-20. • Public Information: Normal Council Agenda process. • Recommendations: Adopt the attached ordinance. • Attachments: Ordinance Recommended Action: Approval Submitting Department/Agency: Police Department e ` /.,crj DLL. City Manager:`�.- 1 AN ORDINANCE TO ESTABLISH REVENUES FROM 2 HUMAN SERVICES TO POLICE AND INCREASE 3 APPROPRATIONS IN THE POLICE DEPARTMENT FOR 4 CRISIS INTERVENTION TEAM SECURITY CENTER 5 OVERTIME 6 7 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 8 VIRGINIA THAT: 9 10 1. $300,000 in revenue is hereby estimated, with transfer revenues from Human 11 Services increased accordingly, in the FY 2019-2020 Police Department 12 Operating Budget. 13 14 2. $300,000 is hereby appropriated, with miscellaneous revenue increased 15 accordingly, to the FY 2019-20 Police Department Operating Budget for Crisis 16 Intervention Team Security Center Overtime. Adopted by the Council of the City of Virginia Beach, Virginia on the day of 2019. Requires an affirmative vote by a majority of all of the members of City Council. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: r Budget & Management Services Ci y me 's Office CA 14915 R-1 October 28, 2019 o p4. 7 7�u ,„..„ .,,, CITY OF VIRGINIA BEACH �. AGENDA ITEM J ITEM: An Ordinance to Accept and Appropriate Funding from the VDOT Transportation Alternatives Set-Aside Program to Capital Project #4-064, "City Bikeways and Trails Plan Implementation II" MEETING DATE: November 12, 2019 • Background: The Transportation Alternatives Set-Aside Program was authorized in the federal transportation bill — "Fixing America's Surface Transportation Act", also known as the FAST Act. The federal program is intended to help local sponsors fund community-based projects that expand travel choices and enhance the transportation experience by improving the cultural, historical and environmental aspects of the transportation infrastructure. Projects funded under this program focus on providing pedestrian and bicycle facilities and community improvements. The Transportation Alternatives Set-Aside Program is part of the Federal-aid highway program. It is not a grant program, and funds are only available on a reimbursement basis with a 20% minimum local match. Starting in 2017, the Transportation Alternatives Set-Aside Program began a biennial application cycle with project award and allocations for both FY19 and FY20. The City has already accepted and appropriated the FY19 federal allocations. The City received $170,000 in FY19 allocations, and an additional $519,520 in FY20 federal program funds for the following programs need to be appropriated. Total FY19 FY20 Local Project Federal Federal Match Cost Allocation Allocation Violet Bank Trail $462,099 $ 70,000 $248,848 $143,251 Three Oaks Elementary Path $537,206 $100,000 $270,672 $166,534 Total $999,305 $170,000 $519,520 $309,785 • Considerations: The Violet Bank Trail and Three Oaks Elementary Multi-Use Path projects are included in the City Bikeways and Trails Plan Implementation II Capital Project #4-064. There is sufficient local funding within the project to satisfy the City's required local match. • Public Information: Normal City Council agenda process. • Recommendations: Adopt the attached ordinance • Attachments: Ordinance; Location Maps (2) Recommended Action: Approval Submitting Department/Agency: Parks and Recreation /01 City Manager:, 1 AN ORDINANCE TO ACCEPT AND APPROPRIATE 2 FUNDING FROM THE VDOT TRANSPORTATION 3 ALTERNATIVES SET-ASIDE PROGRAM TO CAPITAL 4 PROJECT #4-064, "CITY BIKEWAYS AND TRAILS PLAN 5 IMPLEMENTATION II" 6 7 NOW, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 8 VIRGINIA: 9 10 That $519,520 in federal revenue provided by the Virginia Department of 11 Transportation (VDOT) is hereby accepted and appropriated to CIP # 4-064, "City 12 Bikeways and Trails Plan Implementation II," in the FY 2019-20 Capital Improvement 13 Program for an asphalt path connecting the eastern end of Violet Bank Drive to Selwood 14 Drive and an asphalt path connecting the Sherwood Lakes and Highgate Greens 15 neighborhoods to Three Oaks Elementary School. Adopted by the Council of the City of Virginia Beach, Virginia on the day of 2019. Requires an affirmative vote by a majority of all of the members of City Council. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: Budget and Management Services City Att y's Office CA14914 R-1 October 24, 2019 •`I:*Mti4 ; t 1 ' ! • r � N ii 1.- tlk::y 1rik 10,x,... Z1,„ 41, V/pR: 44 0 i ��V-, S ti 40 / „. ...- ' .5 4, ., ...,A Iii titz Nits 6 — vs.* it, ....„<p- rf:14*,,,v,,,,,liz...<1...,,. , 11-04, „..,..,- ,,, h, Jo\ 00._ iiiio T.,.,ftel( � m ux� o ) 4 * &sI 4, 14itifFps ✓q4ipio : Z tak--40-4444 N 7477444 'F�: �+•JQ ;,1���! 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LOCATION MAP '; Q r �' j ` ' Glk- VIOLET BANK TRAIL Prepared by P.W./Eng./Eng.Support Services Bureau 9/10/2018 X:\CADD\Projects\ARC Files\AGENDA MAPS\Violet Bank Trail J .; Fie: / 1V 1 *u, y `CC i k :; ! i / / •O _EA -66 -C SRO 4 f pTNTt 4, O o r E v ■ 1, ,g' ,=_. _,,,- "r4r X i V c\ k 0 ' INDIPN RIVER R J -ICI ' L ' -�� r ,. < i Y y r"'t 1 �J f ______, F� % �0� / & / A raM 1 / / S<°\_,_/ 'F .3 Three Oaks Elementa / pal L 1 Multi-Use Path IIIII( / .‘kti ‘., \\v 1 O \ \ �_ ���0 \ / �c t 1 1 " , scoGKgLE`,PR \ %6M6N� N /4, i /f; l ��� 7j � / Q� 0 200 400 800 r Feet - - LOCATION MAP THREE OAKS ELEMENTARY / MULTI-USE PATH Prepared by P.W./Eng./Eng.Support Services Bureau 9/10/2018 X:\CADD\Projects\ARC Files\AGENDA MAPS\Three Oaks Elementary Multi use Path I rt.4 BEAM NjiIF:: CITY OF VIRGINIA BEACH AGENDA ITEM / ITEM: An Ordinance to Accept and Appropriate Byrne JAG Grant Funds for Law Enforcement Purposes MEETING DATE: November 12, 2019 • Background: The Edward Byrne Justice Assistance Grant (Byrne JAG) Local Solicitation is a grant from the United States Department of Justice (DOJ) that is used to assist with law enforcement and criminal justice programs. The Byrne JAG supports a broad range of activities to prevent and control crime based on local needs and conditions. The policy of the City of Virginia Beach is for a Community Criminal Justice Board, comprised of City representatives from Police, the Sheriff, the Courts, and Community Corrections and Pre-Trial Services, to agree upon the best use of these funds prior to the City's application to the DOJ. This board met on August 7, 2019 to consider spending proposals and determine distribution of funds anticipated to be received from the federal Fiscal Year 2019 version of this grant. • Considerations: The total award for this grant is $80,125. No local match is required. The Virginia Beach Community Criminal Justice Board recommends that the funds be used as follows: • $10,000 to the Sheriff's Office to purchase one K-9 dog and related supplies. This dog will be trained to detect illegal drugs that inmates attempt to bring into the Correctional Center; • $48,222 to the Police Department to purchase multiple radar and Lidar units, and one vericom unit to be used for traffic enforcement by the Uniform Patrol Unit; • $3,000 to the Juvenile and Domestic Relations Court to purchase dual screen monitors to increase staff productivity when processing case papers; and • $18,903 to the Community Corrections and Pre-Trial Services Division to purchase additional hair follicle and urine drug screen tests to be used in court- ordered testing and to hire a temporary contractual administrative position to assist with drug test submissions and other administrative tasks. These recommendations were first communicated to Council through a letter enclosed in the Friday packet of August 23. Based on grant requirements, a public comment is required, and this comment is included in the November 12 agenda. DOJ also requires that the Chief Executive sign a certificate that attests to the fact that these requirements have been satisfied. According to the DOJ, "the Chief Executive is the highest elected official of the jurisdiction." As such, the attached ordinance authorizes the Mayor to sign this certification on behalf of the City. • Public Information: Normal Council Agenda process. • Alternatives: No other funding is available for these projects. • Recommendations: Adopt the attached ordinance. • Attachments: Ordinance Recommended Action: Approval 9k .___., Submitting Department/Agency: Police Department e ,( 'i7 City Manager: //1&__ 1 AN ORDINANCE TO ACCEPT AND APPROPRIATE BYRNE 2 JAG GRANT FUNDS FOR LAW ENFORCEMENT 3 PURPOSES 4 5 NOW, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 6 VIRGINIA THAT: 7 8 1. $80,125 in federal funds from the United States Department of Justice, through 9 the federal Fiscal Year 2019 Edward Byrne Justice Assistance Grant, are 10 hereby accepted and appropriated, with federal revenue increased accordingly, 11 to the following departments, in the following amounts, for the following 12 purposes in their Fiscal Year 2019-20 Operating Budgets: 13 14 a. $10,000 to the Virginia Beach Sheriff's Office for the purchase of one K-9 15 and related supplies for the Virginia Beach Correctional Center; 16 17 b. $48,222 to the Police Department for the purchase of law enforcement 18 equipment for the Uniform Patrol Division; 19 20 c. $3,000 to the Virginia Beach Juvenile and Domestic Relations Court for the 21 purchase of computer equipment; 22 23 d. $18,903 to the Community Corrections and Pre-Trial Services Division for 24 the purchase of hair follicle and urine drug screen tests and to employ a 25 temporary contractual administrative position. 26 27 2. The Mayor, in his capacity as chief elected official of the City of Virginia Beach, 28 is hereby authorized to execute, on behalf of the City of Virginia Beach, all 29 necessary agreements, certifications, and assurances as instructed and 30 required by the United States Department of Justice, and other City officials, 31 such as the City Manager or City Attorney, are authorized to make 32 certifications required by the Department of Justice for this grant provided such 33 certifications are consistent with this ordinance and applicable Virginia law. 34 35 3. The replacement of the above items purchased with these grant funds is 36 conditioned upon the receipt of future grant funds. Adopted by the Council of the City of Virginia Beach, Virginia on the day of , 2019. Requires an affirmative vote by a majority of all of the members of City Council. APPROVED AS TO CONTENT: APPRQ\LFD AS TO LEGAL SUFFICIENCY: Budget and anageme Services ' y Attorn y's Office CA14911 / R-1 /October 21, 2019 I 1 1—,�' b CITY OF VIRGINIA BEACH AGENDA ITEM -I ITEM: An Ordinance to Accept and Appropriate $1,364,604 from the Federal Emergency Management Agency to Support the Urban Search and Rescue FEMA Team, Virginia Task Force 2 MEETING DATE: November 12, 2019 • Background: A FEMA Urban Search and Rescue Task Force is a team of individuals specializing in urban search and rescue, disaster recovery, and emergency triage and medicine. These teams are sent to emergency and disaster sites within six hours of being notified of the mobilization. There are 28 Task Forces in the United States, each of which is sponsored by a local agency. Since 1989, the Virginia Beach Fire Department has been the sponsoring agency for Virginia Task Force Two or VA-TF2. This team is comprised of 220 members, 96 of which are Virginia Beach Firefighters, with the training and expertise to respond to natural disasters as well as man-made situations such as gas explosions and bombings. FEMA provides financial, technical, and training support for each team. • Considerations: FEMA has awarded $1,364,604 in grant funding to the Virginia Beach Fire Department to support the ongoing expenses of sponsoring VA —TF2 for a 36- month period from September 1 , 2019 through August 31 , 2022. The grant does not require a local match. This preparedness grant provides 100% of the funding for: 1 full- time Account Clerk II and 2 part-time positions (Training Manager and Logistics Manager- total of 1 .3 FTEs) for a total of 2.3 FTEs. In addition the grant will fund 70% of the salary and benefit costs associated with a Fire Department Battalion Chief who serves as the FEMA Program Manager and 50% of the salary and benefit costs associated with an Accountant I who will provide assistance with managing the funding associated with this grant as well as the funding requests that come from team deployments. In addition to salary costs, the grant funds the facility lease, replacement of equipment and supplies, and training and travel expenses. • Public Information: Normal agenda process. • Recommendations: Adopt the attached ordinance. • Attachments: Ordinance Recommended Action: Approval Submitting Department/Agency: Fire Department e _ ./ City Manager:7R_ 1 AN ORDINANCE TO ACCEPT AND APPROPRIATE 2 $1,364,604 FROM THE FEDERAL EMERGENCY 3 MANAGEMENT AGENCY TO SUPPORT THE URBAN 4 SEARCH AND RESCUE FEMA TEAM, VIRGINIA TASK 5 FORCE 2 6 7 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 8 VIRGINIA, THAT: 9 10 1) $1,364,604 is hereby accepted from the U.S. Department of Homeland 11 Security Federal Emergency Management Agency and appropriated, with federal 12 revenue increased accordingly, to the FY 2019-20 Operating Budget of the Fire 13 Department for the FY 2018-19 Cooperative Agreement Grant that continues operation 14 of the Virginia Task Force 2 Urban Search and Rescue Team. 15 16 2) That 2.3 FTEs of currently grant-funded positions are hereby approved for the 17 duration of the grant expenditure period and conditioned upon continued grant funding. Adopted by the Council of the City of Virginia Beach, Virginia on the day of , 2019. Requires an affirmative vote by a majority of all of the members of the City Council. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: z Budget an anagement Services City Attorney's Office CA14916 R-2 November 1, 2019 ^eej7k, 4 1 CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: An Ordinance to Accept and Appropriate $1,107,810 From the Federal Emergency Management Agency to Support the Costs Related to the Mobilization of Virginia Task Force 2 Urban Search and Rescue Team to Areas Impacted by Tropical Storm Barry and Hurricane Dorian MEETING DATE: November 12, 2019 • Background: The Virginia Task Force 2 Urban Search and Rescue Team received activation orders to assist with Tropical Storm Barry response activities. One member of our Incident Support Team was sent to respond to this event. In addition, activation orders were received for Hurricane Dorian. An 80-person Type I Team was rostered for response efforts as well as 14 Incident Support Team Personnel. • Considerations: Upon activation, FEMA provides funding to reimburse sponsoring agencies for equipment, supplies and personnel costs incurred while supporting the event. As the sponsoring agency, the Virginia Beach Fire Department is responsible for the administrative and fiscal management of the team and its assets. Consistent with previous deployments, FEMA authorized the reimbursement of all eligible expenses related to these activation orders. The reimbursement has been authorized for $1 ,107,810, the total incurred cost for responding to these events. • Public Information: Normal agenda process • Recommendations: Adopt the attached ordinance. • Attachments: Ordinance Recommended Action: Approval Submitting Department/Agency: Fire Department City Manager:., 1 AN ORDINANCE TO ACCEPT AND APPROPRIATE 2 $1,107,810 FROM THE FEDERAL EMERGENCY 3 MANAGEMENT AGENCY TO SUPPORT THE 4 MOBILIZATION OF VIRGINIA TASK FORCE 2 URBAN 5 SEARCH AND RESCUE TEAM TO AREAS IMPACTED 6 BY TROPICAL STORM BARRY AND HURRICANE 7 DORIAN 8 9 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 10 VIRGINIA, THAT: 11 12 $1 ,107,810 is hereby accepted from the U.S. Department of Homeland Security 13 Federal Emergency Management Agency and appropriated, with federal revenue 14 increased accordingly, to the FY 2019-20 Operating Budget of the Fire Department for 15 the reimbursement of costs related to the deployment of members of the Virginia Task 16 Force 2 Urban Search and Rescue Team for Tropical Storm Barry and Hurricane Dorian. Adopted by the Council of the City of Virginia Beach, Virginia on the day of , 2019. Requires an affirmative vote by a majority of all of the members of the City Council. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: J B dget and nagemen Services City Attorn y's Office CA14917 R-1 October 29, 2019 C 1 ecf. - Fs _. i- �z CITY OF VIRGINIA BEACH t AGENDA ITEM I ITEM: An Ordinance to Accept and Appropriate $44,802 from the Virginia Department of Emergency Management to the Fire Department for the Purchase of Technical Rescue Training and Equipment MEETING DATE: November 12, 2019 • Background: The Virginia Beach Fire Department previously applied for the Fiscal Year 2019 State Homeland Security Program grant. The VBFD requested $70,000 in funding for technical rescue training and equipment. The VBFD was awarded a grant in the amount of$44,802 from the Virginia Department of Emergency Management. • Considerations: The funds provided will be used to purchase equipment to protect first responders during technical rescue incidents and to perform training to remain proficient with technical rescue skills. Equipment that will be purchased using these grant funds include technical rescue helmets, rope rescue equipment, patient packaging equipment and a portable generator for use in remote locations. No local match is required for this grant. The performance period for this grant is October 1, 2019 — June 30, 2021. • Public Information: Normal Council agenda process. • Recommendations: Adopt the attached ordinance. • Attachments: Ordinance Recommended Action: Approval Submitting Department/Agency: Fire Department City Manager:/ L 1 AN ORDINANCE TO ACCEPT AND APPROPRIATE 2 $44,802 FROM THE VIRGINIA DEPARTMENT OF 3 EMERGENCY MANAGEMENT TO THE FIRE 4 DEPARTMENT FOR THE PURCHASE OF 5 TECHNICAL RESCUE TRAINING AND EQUIPMENT 6 7 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 8 VIRGINIA THAT: 9 10 $44,802 is hereby accepted from the Virginia Department of Emergency 11 Management and appropriated, with federal revenue increased accordingly, to the FY 12 2019-20 Operating Budget of the Fire Department for the purchase of technical rescue 13 training and equipment. Adopted by the Council of the City of Virginia Beach, Virginia on the day of , 2019. Requires an affirmative vote by a majority of all of the members of the City Council. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: Budget and anagement Services City Attorney's Office CA 14919 R-1 October 29, 2019 C �Qy\Hs, \ 4 1G} O < iL i CITY OF VIRGINIA BEACH AGENDA ITEM J ITEM: An Ordinance to Accept and Appropriate $10,358 from the Virginia Department of Emergency Management to the Virginia Beach Fire Department for the Purchase of Hazardous Materials Equipment MEETING DATE: November 12, 2019 • Background: The Virginia Beach Fire Department (VBFD) Hazardous Materials Team previously applied for the Fiscal Year 2019 State Homeland Security Program grant. The VBFD requested $40,000 for the purchase of hazardous material (HAZMAT) equipment. The VBFD was awarded a grant in the amount of $10,358 from the Virginia Department of Emergency Management to purchase HAZMAT equipment. • Considerations: The funds provided will be used to purchase equipment to protect first responders in HAZMAT situations and perform chemical analyses. Equipment that will be purchased using these grant funds include electrostatic sprayers for decontamination of HAZMAT responders, chemical protective suits for use while operating in hazardous material environments, and a chip reader used in chemical analysis. No local match is required for this grant. The performance period for this grant is October 1, 2019 — June 30, 2021. • Public Information: Normal Council agenda process. • Recommendations: Adopt the attached ordinance. • Attachments: Ordinance Recommended Action: Approval Submitting Department/Agency: Fire Department City Manager: / �"' 1 AN ORDINANCE TO ACCEPT AND APPROPRIATE 2 $10,358 FROM THE VIRGINIA DEPARTMENT OF 3 EMERGENCY MANAGEMENT TO THE VIRGINIA 4 BEACH FIRE DEPARTMENT FOR THE PURCHASE 5 OF HAZARDOUS MATERIALS EQUIPMENT 6 7 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 8 VIRGINIA THAT: 9 10 $10,358 is hereby accepted from the Virginia Department of Emergency 11 Management and appropriated, with federal revenue increased accordingly, to the FY 12 2019-20 Operating Budget of the Fire Department for the purchase of hazardous 13 materials equipment. Adopted by the Council of the City of Virginia Beach, Virginia on the day of , 2019. Requires an affirmative vote by a majority of all of the members of the City Council. APPROVED AS TO CONTENT: APPOVED AS TO LEGAL SUFFICIENCY: T ^l Budget and Management Services City Attorney' Office CA14918 R-1 October 29, 2019 1 I'' } CITY OF VIRGINIA BEACH AGENDA ITEM I ITEM: An Ordinance to Accept and Appropriate $76,000 from the Virginia Department of Emergency Management to the Fire Department for the Purchase of Swift Water Rescue Training and Equipment MEETING DATE: November 12, 2019 • Background: The Virginia Beach Fire Department (VBFD) was awarded $76,000 in funding as part of the Fiscal Year 2019 State Homeland Security Program grant. The VBFD was awarded this grant from the Virginia Department of Emergency Management in support of the establishment of a statewide swift water/flood rescue program. • Considerations: This grant will be used to fund additional training and purchase rescue equipment that will enhance the Virginia Beach Fire Department's Technical Rescue Team's ability to respond to swift water/flood rescue situations. Swift water rescue teams assist during water emergencies with tasks such as search and rescue, provision of emergency medical care, and animal rescue. No local match is required for this grant. The performance period for the grant is October 1, 2019 — June 30, 2021 . • Public Information: Normal Council agenda process. • Recommendations: Adopt the attached ordinance. • Attachments: Ordinance Recommended Action: Approval Submitting Department/Agency: Fire Department City Manager: L, 1 AN ORDINANCE TO ACCEPT AND APPROPRIATE 2 $76,000 FROM THE VIRGINIA DEPARTMENT OF 3 EMERGENCY MANAGEMENT TO THE FIRE 4 DEPARTMENT FOR THE PURCHASE OF SWIFT 5 WATER RESCUE TRAINING AND EQUIPMENT 6 7 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF VIRGINIA BEACH, 8 VIRGINIA THAT: 9 10 $76,000 is hereby accepted from the Virginia Department of Emergency 11 Management and appropriated, with federal revenue increased accordingly, to the FY 12 2019-20 Operating Budget of the Fire Department for the purchase of swift water rescue 13 training and equipment. Adopted by the Council of the City of Virginia Beach, Virginia on the day of , 2019. Requires an affirmative vote by a majority of all of the members of the City Council. APPROVED AS TO CONTENT: APPROVED AS TO LEGAL SUFFICIENCY: 'L ._ j_-_- udget an anagement Services City A to1-fey's Office CA14920 R-1 October 29, 2019 L. PLANNING 1. GENERAL BOOTH VENTURE, LLC / 'CAMPGROUNDS OF AMERICA, INC., for a Conditional Use Permit re automobile service station at the Northeast corner of General Booth Boulevard and Prosperity Road DISTRICT 6—BEACH RECOMMENDATION: APPROVAL 2. CITY OF VIRGINIA BEACH request for Major Entertainment Venue Signage for properties South of I-264, West of Parks Avenue,North of 18th Street,West of Washington Avenue,North of 17th Street and East of North Birdneck Road DISTRICT 6—BEACH RECOMMENDATION: APPROVAL CITY OF VIRGINIA BEACH NOTICE OF PUBLIC HEARING The regular meeting of the City Council of the City of Virginia Beach will be held in the Council Chamber of the City Hall Building, Municipal Center,Virginia Beach,Virginia,on Tuesday,November 12,2019 at 6.'00 p.m., at which time the following applications will be heard: City of Virginia Beach [Applicant& Owner] Maior Entertainment Venue Signs South of 264,West of Parks Avenue,and slightly East of Parks Avenue,North of 18th Street,West of Washington Avenue,North of 17th Street, East of N. Birdneck Road (GPINs 2417661204,2417760211,2417763377, 2417769535,2417866932,2417778217) COUNCIL DISTRICT-BEACH General Booth Venture, LLC [Applicant] Kampgrounds of America, Inc. [Owner] Conditional Use Permit(Automobile Service Station)Northeast corner of General Booth Blvd&Prosperity Road(GPINs 2415684332, 2415685662,2415685974,2415688459) COUNCIL DISTRICT-BEACH Amanda Barnes,MMC City Clerk Copies of the proposed ordinances, resolutions and amendments are on file and may be examined in the Department of Planning or online at htto://wwtiv.vgvmm/pc.For information call 385-4621. If you are physically disabled or visually Impaired and need assistance at this meeting,please call the CITY CLERK'S OFFICE at 385-4303. BEACON:OCTOBER 27&NOVEMBER 3, 2019-1 TIME EACH C,� jij 4. ` • _{ - ' -Y I ji ,jam 4, , ' ) - er a3., . / te.: , ii,.. , , -- -.,,,-.:, 0. ,,,, 4,....,,if is" s i V) I13 - . i 1,0 -Ce il f-r-- --,14--__-1 \AI:1 C3---1-------T1 1-7 UN/ ��,.,��. lit 0 to, , -„,,,,,,,,L1, , ., ..,„ , , E > L 0. 6. d • ir- my .1 e,„S.e..1,.4,., ,c,,siNg4: a. ails . ‘-,..`\, - '`' Ca 4\ / / '. CE____ 1,.. 414 o o , :: - g L,,, __,,,..„..._„_,_.- _. 1 , CO N c� m CD ive- Q A. : Tfi ICC C o I0.1 ..a co CA co F c IV II * J a� c 'L �' -- r` y r�� 01 N a m ,(i 0 _ :ft ,,,1/24,/t CITY OF VIRGINIA BEACH AGENDA ITEM J ITEM: GENERAL BOOTH VENTURE, LLC [Applicant] KAMPGROUNDS OF AMERICA, INC. [Property Owner] Conditional Use Permit (Automobile Service Station) on properties located in the northeast corner of General Booth Boulevard and Prosperity Road (GPINs 2415684332, 2415685662, 2415685974, 241568845), COUNCIL DISTRICT— BEACH MEETING DATE: November 12, 2019 • Background: The subject 3.20-acre site is part of a larger 9.50-acre parcel comprised of four parcels located at the intersection of General Booth Boulevard/Oceana Boulevard/Prosperity Road and is zoned B-2 Community Business District. The property is proposed to be developed with a 6,000 square foot convenience store and 16 fueling stations. Fuel sales requires a Conditional Use Permit for an Automobile Service Station. Vehicular access to the site will be via a new shared right-in/right-out access point along General Booth Boulevard and an access point along Prosperity Road. Proposed right-of-way improvements include: new right-turn and left-turn lanes into the site; a reconfiguration of the intersection at Prosperity Road and General Booth Boulevard; a sidewalk along Prosperity Road; and a 10-foot wide shared use path along General Booth Boulevard. The proposed convenience store will have contemporary architectural design including exterior building materials of neutral-color EIFS with a stone water table and gray standing-seam metal roof. The fuel canopy and dumpster enclosure will match the architectural style and color scheme of the convenience store building. A seven-foot tall monument-style freestanding sign is proposed near the intersection. The 50 parking spaces proposed on the site exceed the Zoning Ordinance requirement of 33 spaces. • Considerations: The General Booth Boulevard/Oceana Boulevard/Prosperity Road intersection has high traffic volumes in the morning and afternoon peak hours. Without any immediate improvements to the intersection, additional traffic from the proposed use will cause additional delays in the morning peak hour. With the voluntary proposed road improvements noted above, this impact will be mitigated. The applicant also submitted a Supplemental Traffic Information letter that discusses the amount of traffic that by-right development could generate without the benefit of improvements to the intersection. These by-right developments could generate General Booth Venture, LLC Page 2 of 4 more traffic than that generated by this application. Traffic Engineering Staff concurred with these findings. The Comprehensive Plan recognizes the property as being within the "Suburban Area". Land use compatibility within the Suburban Area is an important guiding planning principle and is achieved for the subject property through a logical site layout, substantial setbacks, Category IV landscape buffer, and streetscape. Contributing to the guiding principle of improved connectivity, the development will provide a new sidewalk along Prosperity Road as well as a 10-foot wide shared use path along General Booth Boulevard to serve pedestrians, bicyclists and users of the regional bus network. Staff received 11 emails of opposition, mostly noting concerns related to traffic congestion. There were no speakers at the Planning Commission public hearing. As part of the applicant's outreach, there were discussions with residents of the Birdneck Lakes, Park Place, and Red Wing neighborhoods. The applicant also held a meeting with residents on October 30th at the Princess Anne Recreation Center. The Planning Commission voted 10-0 to recommend approval, due largely to the access and right-of-way improvements and because many by-right uses could generate even more traffic than this proposal. ■ Recommendations: City Staff recommends approval of this request. The Planning Commission passed a motion to recommend approval of this request by a vote of 10-0. 1 . When the property is developed, it shall be in substantial conformance with the submitted exhibit entitled, "CONDITIONAL USE PERMIT - PRELIMINARY PLAN," prepared by Kimley Horn, dated 5/7/19, which has been exhibited to the Virginia Beach City Council and is on file in the Department of Planning & Community Development. 2. The applicant shall install the improvements within the rights-of-way as described in the Traffic Impact Analysis titled, "Wawa (KOA Site) ," prepared by Volkert, Inc., revised September 6, 2019 that include, but are not limited to a north-bound right-turn lane along General Booth Boulevard at the proposed access point; a second westbound left turn lane at the General Booth Boulevard and Prosperity Road intersection; and an east-bound left-turn lane on Prosperity Road at the proposed access point. The applicant shall also be required to install an east-bound through lane on Oceana Boulevard at the intersection that shall be built in conjunction and timed as determined appropriate by the Department of Public Works, with the City intersection improvement project scheduled for construction in 2026. General Booth Venture, LLC Page 3 of 4 3. The exterior of the proposed building, fuel canopy, and dumpster enclosure shall substantially adhere in appearance, size and materials to the elevations entitled, "WAWA W50 FB M VA," prepared by Cuhaci & Peterson, which has been exhibited to the Virginia Beach City Council and is on file in the Virginia Beach Department of Planning and Community Development. 4. The freestanding sign shall be monument style with a stone base and substantially adhere in appearance, size and materials to the submitted freestanding sign exhibit entitled, "WAWA MONUMENT SIGN," prepared by Icon, which has been exhibited to the Virginia Beach City Council and is on file in the Virginia Beach Department of Planning Department. 5. Signage for the site shall be limited to: a. Directional signs. b. One (1) monument-style freestanding sign, no more than eight (8) feet in height, set on a stone base and two (2) building and/or canopy signs. c. No striping shall be permitted on the fuel canopy. d. There shall be no other signs, neon signs, or neon accents installed on any wall area of the building, on the windows and/or doors, canopy, light poles or any other portion of the site. 6. At the time of site plan review, a Landscape Plan that a minimum reflect the plant material depicted on the submitted Concept Landscape Plan, along with all applicable requirements of the Zoning Ordinance, shall be submitted for review to the Development Services Center and shall obtain an approval prior to the issuance of a building permit. 7. At the time of site plan review, a Photometric Plan shall be submitted for review and shall contain foot-candle lighting readings for all areas of the site including the perimeter. Said plan shall also specify light fixture height, light fixture type, proposed shielding, and light dimming capabilities. 8. All light fixtures on the site shall be no taller than 18 feet in height. 9. The dumpster shall be enclosed with a solid wall in a color and material to match the building and any required screening shall be installed in accordance with Section 245 (e) of the Zoning Ordinance. 10.No outdoor vending machines and/or display of merchandise shall be permitted. 11.All vacuums and air pumps shall be screened from the right-of-way with a wall and plant material of a size and species acceptable to the Development Service Center's Landscape Architect, all of which shall be depicted on the Landscape Plan. General Booth Venture, LLC Page 4 of 4 • Attachments: Staff Report and Disclosure Statements Location Map Minutes of Planning Commission Hearing Recommended Action: Staff recommends Approval. Planning Commission recommends Approval. Submitting Department/Agency: Planning Department City Manager: / L1 Applicant General Booth Venture, LLC Agenda Item "NB Property Owner Kampgrounds of America, Inc. Public Hearing October 9, 2019 4 City Council Election District Beach Virginia Beach Request Conditional Use Permit (Automobile Service Station) r 4 a i Staff Recommendation Approval eerkno Orne <° i G 4 `� Staff Planner P�°�` � / Bill Landfair s1 >75 dB DNL ¢ f pa'ke 70-75 dB DNL Location �� yea Northeast corner of General Booth Boulevard & c W r,,��� Prosperity Road 6g" .,,....a GPINs 2415684332, 2415685662, 2415685974, 1i 2415688459 )path„nea',Neck Sr . Site Size ,,ROau 65-70dB DNL 3.20 acres AICUZ Greater than 75 dB DNL Watershed Southern Rivers • t Existing Land Use and Zoning District Vacant/ B-2 Community Business . Surrounding Land Uses and Zoning Districts /. North '' �. Campground/AG-2 Agricultural „.. ,,,,-, _,.- - 4-'a', , South ► � Prosperity Road �Mj' Vacant/AG-2 Agricultural 4='sue'' - 44" , ,_ h, , East - �,� • �,v,,,� ,� � . . - Vacant/ R 5D Residential ' . I(./ #1.1 a West A s General Booth Boulevard Restaurant,vacant/ B-2 Community Business, A-12 Apartment General Booth Venture, LLC Agenda Item 4 Page 1 Background and Summary of Proposal • The vacant 9.50-acre site is located at the intersection of General Booth Boulevard/Oceana Boulevard/ Prosperity Road and is zoned Conditional B-2 Community Business District. The applicant desires to subdivide the site into two parcels. The southern proposed parcel consisting of 3.20 acres is the subject of this request. • The property is proposed to be redeveloped with a 6,049 square foot convenience store and 16 fueling pumps. The fuel sales require a Conditional Use Permit for an Automobile Service Station. The applicant does not have current development plans for the northern proposed parcel at this time. • Access to the site will be via a right-in/right-out access point along General Booth Boulevard via a common access drive through the northern parcel and an access point along Prosperity Road. A right-turn lane will be added north-bound on General Booth Boulevard at the proposed access point; an east-bound left-turn lane on Prosperity Road at the proposed access point; and the intersection at Prosperity and General Booth will be reconfigured to include a second westbound left turn lane on Prosperity Road. • The proposed convenience store features traditional coastal-style architecture with a tan EIFS façade exterior with a stone veneer water table and gray Dutch-seam metal roof accents. Likewise, the fuel canopy and dumpster enclosure will match the stone and color scheme of the proposed convenience store building. • The Landscape Plan depicts the required Category IV landscape buffer (a mix of trees and shrubs) along the eastern property lines, adjacent to vacant residentially-zoned property. • An approximately seven-feet tall, monument-style, freestanding sign with a stone base is proposed near the intersection. • The 50 parking spaces depicted on the concept plan exceeds the Zoning Ordinance requirement of 33 spaces by 17. • The site is located in the Southern Rivers Watershed. A proposed stormwater management facility will be constructed on the property to address stormwater quality and quantity control for the site. A-12J ,, ' if ; Zoning History x ��i ., Ac�z # Request 1 MOD(Outdoor Recreation Facility)Approved jo/ � 06/20/2017 -� '- il+� .' CUP(Campground)Approved 05/12/1969 O ��-6D � `t v 2 REZ(AG-2 to B-2)Approved 05/05/1986 AG-2 i , 3 CUP(Miniature Golf Course)Approved 04/18/1977 , �a\� ,' om ( CUP(Campground)�� ( Approved 10/26/1971 At-2,l "�' �i*FL iitotW&K e- dl1 Application Types CUP—Conditional Use Permit MOD—Modification of Conditions or Proffers FVR—Floodplain Variance REZ—Rezoning NON—Nonconforming Use ALT—Alternative Compliance CRZ—Conditional Rezoning STC—Street Closure SVR—Subdivision Variance General Booth Venture, LLC Agenda Item 4 Page 2 Evaluation and Recommendation The General Booth Boulevard/Oceana Boulevard/Prosperity Road intersection suffers from very high traffic volumes in the morning and afternoon peak hours on specific movements that include the north-bound General Booth left turns and the east-bound Oceana right turns. While the east-bound right turns are"free flow" and are not controlled by the traffic signal,they do cause upstream congestion on east-bound Oceana Boulevard, past the Eaglewood Road traffic signal to the west. The vehicles making north-bound left turns often back up traffic into the through lanes and require much of the green time at this intersection. Traffic Engineering Staff indicated that while the proposed convenience store with fuel pumps will not add to either of these overcapacity traffic movements, it will add traffic to west-bound left and through movements on Prosperity Road at the signal and east-bound through movements on Oceana Boulevard. Without any immediate improvements at the intersection,the additional traffic from the proposed use will cause a 13.4 seconds per vehicle (33%) increase in delay in the morning peak hour. The applicant has proposed to add a second west-bound left turn lane on Prosperity Road at the intersection to mitigate some of the increased delay caused by the proposed use. With this improvement,the increase in delay at the intersection is reduced to 8.1 seconds per vehicle (20%). The applicant has also proposed to add an east-bound through lane on Oceana Boulevard at the intersection that cannot be built until the City intersection improvement project is constructed in 2026. This improvement will be required to mitigate the proposed use's traffic with the new intersection configuration. The concept plan also depicts other improvements, including a right-turn lane on north-bound General Booth at the proposed right-in/right-out access point and an east-bound left turn lane on Prosperity Road at their proposed access point. These improvements are required to mitigate the traffic impacts to background traffic at the access location. The applicant submitted a Supplemental Traffic Information letter that discusses the amount of traffic that a by-right development could generate without the benefit of the voluntary improvements to the General Booth Boulevard/Oceana Boulevard/Prosperity Road intersection. The letter reports that several by-right developments have the potential to generate more trips per day than the proposed convenience store with fuel pumps.As an example,the site could be developed with a 4,800 square foot building with a fast food restaurant with a drive-thru, and a shared building with both a 2,500 square foot fast food restaurant without a drive-thru and a 2,250 square foot coffee shop with a drive-thru. These by-right developments could generate approximately 6,000 trips per day, compared to the 5,100 trips per day anticipated with the application. Traffic Engineering Staff concurs with these statements. The Comprehensive Plan identifies three guiding planning principles for the Suburban Area that have been established to guard against possible threats to stable areas and to provide a framework for neighborhoods and places that are increasingly vibrant and distinctive. Two are especially relevant to the property and the proposed land use. The first is the principle that emphasizes the desire to "Create and Maintain Neighborhood Stability and Sustainability—create 'Great Neighborhoods'." Land use compatibility within the Suburban Area is vital to the stability of the city's neighborhoods. Land use compatibility for the subject property is achieved through a logical site layout, substantial setbacks, Category IV landscape buffer, and streetscape. Adjoining the property to the north is the residual parcel in the B-2 District which may be developed with by-right commercial developments including retail and eating and drinking establishments. Both property's will share a common access drive, maximizing vehicular connectivity. The view from the adjoining vacant parcel in the R-5D District to the east will be mitigated by Category IV landscape buffering. Confronting to the south,the view from the vacant parcel in the AG-2 District across Prosperity Road will be mitigated by streetscape and landscaping along the perimeter of the parking lot.The public right-of-way improvements proposed by the applicant and conditioned below will mitigate negative impacts to the flow of traffic at the intersection of Prosperity Road and General Booth Boulevard. Confronting to the west, across General Booth Boulevard, is a fast food restaurant in the B-2 District. Overall,the proposal contributes to stability and sustainability in the neighborhood by providing a commercial use specializing in the sale of General Booth Venture, LLC Agenda Item 4 Page 3 convenience food items and fuel sales, on a site that maximizes vehicular connectivity, provides adequate landscape buffers and streetscape, and utilizes a coastal architectural theme in keeping with the location of the property at the gateway to the Resort Area, furthering the goals of the Comprehensive Plan. In regard to the second guiding principle "Create and Maintain a Transportation System that Provides Connectivity and Enhances Mobility Regardless of Mode," the applicant will provide appropriate sidewalks along the frontage of both General Booth Boulevard and Prosperity Road to serve pedestrians, bicyclists and users of the regional bus network. These include a ten-foot wide trail along General Booth Boulevard and a new sidewalk along Prosperity Road. As recommended by Staff, the applicant has submitted a preliminary stormwater management analysis to the Development Services Center (DSC) outlining their proposed stormwater strategy for this site. The DSC has reviewed the preliminary stormwater analysis and based on their findings, is confident that the submitted strategy has the potential to successfully comply with stormwater regulations for this site. Upstream and downstream impacts will be more closely reviewed during site plan review for this project to ensure that negative impacts will not occur upstream and downstream as a result of this development. Based on the considerations above, Staff recommends approval of this request subject to the conditions noted below. Recommended Conditions 1. When the property is developed, it shall be in substantial conformance with the submitted exhibit entitled, "CONDITIONAL USE PERMIT- PRELIMINARY PLAN," prepared by Kimley Horn, dated 5/7/19, which has been exhibited to the Virginia Beach City Council and is on file in the Department of Planning & Community Development. 2. The applicant shall install the improvements within the rights-of-way as described in the Traffic Impact Analysis titled, "Wawa (KOA Site) ," prepared by Volkert, Inc., revised September 6, 2019 that include, but are not limited to a north-bound right-turn lane along General Booth Boulevard at the proposed access point; a second westbound left turn lane at the General Booth Boulevard and Prosperity Road intersection; and an east-bound left-turn lane on Prosperity Road at the proposed access point.The applicant shall also be required to install an east-bound through lane on Oceana Boulevard at the intersection that shall be built in conjunction and timed as determined appropriate by the Department of Public Works, with the City intersection improvement project scheduled for construction in 2026. 3. The exterior of the proposed building, fuel canopy, and dumpster enclosure shall substantially adhere in appearance, size and materials to the elevations entitled, "WAWA W50 FB M VA," prepared by Cuhaci & Peterson, which has been exhibited to the Virginia Beach City Council and is on file in the Virginia Beach Department of Planning and Community Development. 4. The freestanding sign shall be monument style with a stone base and substantially adhere in appearance, size and materials to the submitted freestanding sign exhibit entitled, "WAWA MONUMENT SIGN," prepared by Icon, which has been exhibited to the Virginia Beach City Council and is on file in the Virginia Beach Department of Planning Department. 5. Signage for the site shall be limited to: a. Directional signs. b. One (1) monument-style freestanding sign, no more than eight (8) feet in height, set on a stone base and two (2) building and/or canopy signs. c. No striping shall be permitted on the fuel canopy. d. There shall be no other signs, neon signs, or neon accents installed on any wall area of the building, on the windows and/or doors, canopy, light poles or any other portion of the site. General Booth Venture, LLC Agenda Item 4 Page 4 6. At the time of site plan review, a Landscape Plan that a minimum reflect the plant material depicted on the submitted Concept Landscape Plan,along with all applicable requirements of the Zoning Ordinance,shall be submitted for review to the Development Services Center and shall obtain an approval prior to the issuance of a building permit. 7. At the time of site plan review, a Photometric Plan shall be submitted for review and shall contain foot-candle lighting readings for all areas of the site including the perimeter. Said plan shall also specify light fixture height, light fixture type, proposed shielding, and light dimming capabilities. 8. All light fixtures on the site shall be no taller than 18 feet in height. 9. The dumpster shall be enclosed with a solid wall in a color and material to match the building and any required screening shall be installed in accordance with Section 245 (e)of the Zoning Ordinance. 10. No outdoor vending machines and/or display of merchandise shall be permitted. 11. All vacuums and air pumps shall be screened from the right-of-way with a wall and plant material of a size and species acceptable to the Development Service Center's Landscape Architect, all of which shall be depicted on the Landscape Plan. Further conditions may be required during the administration of applicable City Ordinances and Standards. Any site plan submitted with this application may require revision during detailed site plan review to meet all applicable City Codes and Standards.All applicable permits required by the City Code, including those administered by the Department of Planning/Development Services Center and Department of Planning/Permits and Inspections Division, and the issuance of a Certificate of Occupancy, are required before any approvals allowed by this application are valid. The applicant is encouraged to contact and work with the Crime Prevention Office within the Police Department for crime prevention techniques and Crime Prevention Through Environmental Design (CPTED)concepts and strategies as they pertain to this site. Comprehensive Plan Recommendations The Comprehensive Plan recognizes this property as being within the "Suburban Area." Guiding principles have been established in the Comprehensive Plan to guard against possible threats to the stability of the Suburban Area and to provide a framework for neighbors and places that are increasingly vibrant and distinctive.The Plan's primary guiding principle for the Suburban Area is to create "Great Neighborhoods," and to support those neighborhoods with complementary non-residential uses in such a way that working together the stability and sustainability of the Suburban Area is ensured for now and the future. Natural and Cultural Resources Impacts The site is located in the Southern Rivers Watershed. Drainage in the Southern Rivers watershed is highly impacted by the presence of high ground water, poorly draining soils, and high-water surface elevations in downstream receiving waters. There are no known natural or cultural resources on the site. General Booth Venture, LLC Agenda Item 4 Page 5 Traffic Impacts Street Name Present Volume Present Capacity Generated Traffic General Booth 30,500 ADT 1 32,700 ADT 1(LOS 4"D") Boulevard Existing Land Use 2—6,013 ADT Proposed Land Use 3-5,067 ADT Prosperity Road 2,500 ADT 1 9,900 ADT 1(LOS°"D") 'Average Daily Trips 2 as defined by allowed uses consisting of 3 as defined by a 6,000 sq.ft.super °LOS=Level of Service 4,800 sq.ft.fast food restaurant with drive convenience market&gas station thru and a shared building with a 2,500 sq. ft.fast food restaurant without drive thru and 2,250 sq.ft.coffee shop The General Booth Boulevard/Oceana Boulevard/Prosperity Road intersection functions over—capacity in the morning and afternoon peak hours and is ranked as the seventh most congested intersection in the City. The City of Virginia Beach was awarded Smart Scale funding from VDOT in 2018 for the improvement of this intersection and improvements are scheduled to be completed at this intersection by 2027. When completed, the intersection will function at an acceptable level of service. Public Utility Impacts Water This site must connect to City water in Prosperity Road. There is an existing 10-inch City water main on Prosperity Road. Sewer City gravity sanitary sewer is not currently available. There is an existing six-inch City sanitary sewer force main on Prosperity Road.There is a proposed residential development of the parcels adjacent to the east where public gravity sanitary sewer is planned to be extended to a point that could potentially serve the Wawa site. Public Utilities recommends coordination between the two projects so that a gravity connection may be possible. Public Outreach Information Planning Commission • The applicant discussed the details of the request with representatives of the Birdneck Lakes Neighborhood Association,the Park Place Neighborhood Association, and residents of Red Wing Civic League. • As required by the Zoning Ordinance, the public notice sign(s) was placed on the property on September 9, 2019. • As required by State Code, this item was advertised in the Virginia Pilot Beacon on Sunday, September 22, 2019 and Sunday, September 29, 2019. • As required by City Code, the adjacent property owners were notified regarding the request and the date of the Planning Commission public hearing on September 23, 2019. • This Staff report, as well as all reports for this Planning Commission's meeting, was posted on the Commission's webpage of www.vbgov.com/pc on October 3, 2019. General Booth Venture, LLC Agenda Item 4 Page 6 Conditional Use Permit - Preliminary Plan ti 1- > s .II „!!; Milli., . II Milli! /M d _! 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' Gin.irvl �j I jIi l j I- I- , 0 r '1 N IV" 1 I W t 4] E I I��I Its. os 5 0 0 O o N4U � P _ v I QC) I ! ft "6 pm ># , F I s 7m I ti L g 1kp F i t 0 Er, $ Q R A-„ �r ca • .® " n Q N °o a' > > m -- W 0- IciO • __ Z . 41111 0 ri .a r. U d / IET !- " 1 I £. ti) a # j V General Booth Venture, LLC Agenda Item 4 Page 11 Proposed Monument Sign .410Kil isil Wit 4t. imp D rl f 1 Aln ® m 7;1 .- _ ___J I la8zg Fi i 00 g o'J yiiis ie _ ti cg§Ko tit 1 _ me ili ! WOOl -1 - si „ ii„ 1411 ! III r '° II _ E 1I 1 o !iiIii 1 s,u J General Booth Venture, LLC Agenda Item 4 Page 12 Site Photos • I - 1, ,. . . ...... 4 ._ ....__ . . . . ,., ., . , . , . __ .. ... .. . • .. __ . _ „.4,...., „....,, ., , , , ,,„ \ ____ , ,, . _ _, , . .____„ __ , , ,.. __ .. _., ,., „„• ,„ irahI., ,. ._ _ _ ,, _ ;_ „. ._ ..... , , .. '� ---,- az-rs - i. . , ..4 ,, . 4 .4_,...,:k 4._. General Booth Venture, LLC Agenda Item 4 Page 13 Disclosure Statement 4 Virginia Beach APPLICANT'S NAME GENERAL BOOTH VENTURE, LLC DISCLOSURE STATEMENT FORM The completion and submission of this form is required for all applications that pertain to City real estate matters or to the development and/or use of property in the City of Virginia Beach requiring action by the City Council or a board, commission, or other body appointed by the City Council. Such applications and matters include, but are not limited to,the following: Acquisition of Property Disposition of City —1 Modification of by City Property {Conditions or Proffers Alternative Economic Development r Compliance,Special Investment Program Nonconforming Use Changes Exce tion for _ (EDIP) _ Board of Zoning Encroachment Request Rezoning Ap peals Certificate of Floodplain Variance Appropriateness Street Closure • (Historic Review Board) Franchise Agreement Chesapeake Bay Preservation Area Lease of City Property Subdivision Variance Board __ J lConditional Use Permit License Agreement I Wetlands Board 4 • The disclosures contained in this form are necessary to inform public officials who may vote on the application as to whether they have a conflict of interest under Virginia law. 4 • SECTION 1 / APPLICANT DISCLOSURE FOR LITY USt ONLY/All disclosures must be updated c c :: weeks Page 1 of 7 Planning Commission and City Council meeting that pertains to the application(s). IJ APPLICANT NOTIFIED OF HEARING DATE: NO CHANGES AS OF DATE L REVISIONS SUBMITTED DATE: General Booth Venture, LLC Agenda Item 4 Page 14 Disclosure Statement Virginia Beach n Check here if the APPLICANT IS NOT a corporation, partnership, firm, business, or other unincorporated organization. ® Check here if the APPLICANT IS a corporation, partnership, firm, business, or other unincorporated organization. GENERAL BOOTH VENTURE,LLC (A) List the Applicant'sIf an LLC, list all member's names: John L. Gibson III; Donna MacMillan-Whitaker, Bruce A. Berlin, Michael A. Culpepper, If a CORPORATION, list the the names of all officers, directors, members, trustees, etc. below: (Attach list if necessary) (B) List the businesses that have a parent-subsidiary or affiliated business entity 2 relationship with the Applicant: (Attach list if necessary) n/a See next page for information pertaining to footnotes and 2 SECTION 2 / PROPERTY OWNER DISCLOSURE Complete Section 2 onlyif property owner is dffferent from Applicant. 111 Check here if the PROPERTY OWNER IS NOT a corporation, partnership,firm, business, or other unincorporated organization. Check here if the PROPERTY OWNER IS a corporation, partnership, firm, business,or other unincorporated organization, AND THEN,complete the following. (A) List the Property Owner's name: m Kapprounds of America, Inc.__ If an LLC, list the member's names: Page 2 of 7 General Booth Venture, LLC Agenda Item 4 Page 15 Disclosure Statement Virginia Beach If a Corporation, list the names ofall officers, directors, members,trustees, etc. below: (Attach list if necessary) See attached (B) List the businesses that have a parent-subsidiary 1 or affiliated business entity 2 relationship with the Property Owner: (Attach list if necessary) See attached 1 "Parent-subsidiary relationship" means "a relationship that exists when one corporation directly or indirectly owns shares possessing more than 50 percent of the voting power of another corporation." See State and Local Government Conflict of Interests Act,Va. Code§2.2-3101. 2 "Affiliated business entity relationship" means "a relationship, other than p, parent-subsidiary relationship, that exists when (i)one business entity has a controlling ownership Interest in the other business entity,(ii)a controlling owner in one entity is also a controlling owner in the other entity,or (iii) there Is shared management or control between the business entities. Factors that should be considered in determining the existence of an affiliated business entity relationship include that the same person or substantially the same person own or manage the two entitles;there are common or commingled funds or assets; the business entities share the use of the same offices or employees or otherwise share activities, resources or personnel on a regular basis; or there is otherwise a close working relationship between the entities." See State and Local Government Conflict of Interests Act, Va.Code§ 2.2-3101 SECTION 3. SERVICES DISCLOSURE Are any of the following services being provided in connection with the subject of the application or any business operating or to be operated on the Property. If the answer to any item is YES, please identify the firm or individual providing the service: IF THE OWNER AND APPLICANT ARE DIFFERENT, EACH MUST COMPLETE THE SECTION SEPERATELY Page 3 of 7 General Booth Venture, LLC Agenda Item 4 Page 16 Disclosure Statement APPLICANT Virginia Haack YES NO SERVICE I PROVIDER ofss additiesA Oats ❑ fAccounting and/or preparer of your tax return IA ❑ Architect/Landscape Architect/ I44,01, Land Planner Contract Purchaser(If other than 4� ❑ I the Applicant)-Identify purchaser j Ali -- 1.and purchasers service providers ` ��� Any other pending or proposed ❑ 121\ purchaserentifyof the subject property (id purchaser(s)and purchaser's service providers) ❑ IZ, Construction Contractors 4 ❑ Enghteers/Surveyors/Agents J 'K ndey+bm i financing(include current ❑ j I mortgage holders and lenders lL]� selected or being considered to provide financing for acquisition or construction of the property) ❑ Legal Services Real Estate Brokers i RI Agents/Realtors for current and Coo\ anticipated future sales of the subject property SECTION 4. KNOWN INTEREST BY PUBLIC OFFICIAL OR EMPLOYEE YES NO Does an official or employee of the City of Virginia Beach have an❑ Interest In the subject land public act onproposed development contingenton the subject If yes,what is the name of the official or employee and what is the nature of the interest? Page 4 of 7 General Booth Venture, LLC Agenda Item 4 Page 17 Disclosure Statement alqf Virginia Beach J CERTIFICATION: I certify that all of the information contained in this Disclosure Statement Form is complete,true, and accurate. I understand that, upon receipt of notification that the application has been scheduled for public hearing, I am responsible for updating the information provided herein two weeks prior to the Planning Commission, Council, VBDA meeting, or meeting of any public body or committee in connection with this Application. Q/r) ,fib V at l "41 John L.Gibson Ill 2-26-19 APPLICANT'S TU PRINT NAME I DATE 1VVtiv�t�.lri`. 1�v'+r'l Page 5 of 7 General Booth Venture, LLC Agenda Item 4 Page 18 Disclosure Statement VB OWNER Virginia Beach YES NO SERVICE PROVIDER(use additional sheets if needed) n n Accounting and/or preparer of your tax return u ❑ • Architect/Landscape Architect/ Land Planner Contract Purchaser(if other than 1 ❑ the Applicant)-identify purchaser and purchaser's service providers I Any other pending or proposed purchaser of the subject property (identify purchaser(s)and purchaser's service providers) E ❑ Construction Contractors ❑ n Engineers/Surveyors/Agents Financing(include current n I I mortgage holders and lenders u selected or being considered to provide financing for acquisition or construction of the property) ❑ Legal Services Real Estate Brokers/ Colliers International-Norfolk Office ❑ 7i Agents/Realtors for current and Patrick Gill,Senior Vice President t� anticipated future sales of the subject property SECTION 4. KNOWN INTEREST BY PUBLIC OFFICIAL OR EMPLOYEE YES NO Does an official or employee of the City of Virginia Beach have an interest in the subject land or any proposed development ❑ I contingent on the subject public action? If yes, what is the name of the official or employee and what is the nature of the interest? Page 6 of 7 General Booth Venture, LLC Agenda Item 4 Page 19 Disclosure Statement 1113 Virginia Beach CERTIFICATION: j I certify that all of the information contained in this Disclosure Statement Form is complete,true,and accurate. 11 understand that, upon receipt of notification that the application has been scheduled for public hearing, I am responsible for updating the information provided herein two weeks prior to the Planning Commission, Council, VBDA meeting, or meeting of any public body or committee In connection with this A. .['cation. ",\ John J.Burke CFO 2/26/19 t-Isr.., PRO T . lot r Tuft ,PRINT NAME DATE } k II Page 7 of 7 General Booth Venture, LLC Agenda Item 4 Page 20 Disclosure Statement • Attachment to Conditional Use Permit Property Owner Information Section 2/Property Owner Disclosure (A) —Officers and Directors a. Patrick C.Hittmeier,Chairman,CEO and Director b. John J.Burke,CFO,Secretary and Director c. Toby L O'Rourke,President d. Oscar L.Tang,Director (B) -Parent—Subsidiaries a. Parent i. KOAH,INC. b. Subsidiaries I. Kampgrounds of America(Canada)Ltd. ii. Kamping Services,Inc. fit. West Advertising/Public Relations,Inc. iv. KOA Texas Beverage Company,LLC v. KOA RV&Boat Storage,Inc. vi. KOA Gift Card,LLC General Booth Venture, LLC Agenda Item 4 Page 21 Next Steps • Upon receiving a recommendation from Planning Commission, this request will be scheduled for a City Council public hearing. Staff will inform the applicant and/or their representative of the date of the hearing in the upcoming days. • Following City Council's decision, the applicant will receive a decision letter from Staff. • Once the conditions of approval are in place and/or completed, the applicant must contact the Zoning Division of the Planning Department to obtain verification that the conditions have been met. Contact the Zoning Division at 757-385-8074. • If the request requires land disturbance and/or a subdivision of property, please contact the Development Services Center(DSC)to discuss next steps for site plan/plat review. Contact the DSC at 757-385-4621 or the Development Liaison Team at 757-385-8610. • Please note that further conditions may be required during the administration of applicable City Ordinances and Standards. Any site plan submitted with this application may require revision during detailed site plan review to meet all applicable City Codes and Standards. All applicable permits required by the City Code, including those administered by the Department of Planning/ Development Services Center and Department of Planning/ Permits and Inspections Division, and the issuance of a Certificate of Occupancy, are required before any approvals allowed by this application are valid. • The applicant is encouraged to contact and work with the Crime Prevention Office within the Police Department for crime prevention techniques and Crime Prevention Through Environmental Design (CPTED) concepts and strategies as they pertain to this site. General Booth Venture, LLC Agenda Item 4 Page 22 Item#4 General Booth Venture, LLC Conditional Use Permit(Automobile Service Station) Northeast corner of General Booth Blvd. & Prosperity Road District—Beach October 9, 2019 RECOMMENDED FOR APPROVAL - HEARD Ms. Sandloop:Madam Chair, final order of businesses is agenda item number four, General Booth Venture, LLC, which is an application for a conditional use permit, an automobile service station on property located at the northeast corner of General Booth Boulevard and Prosperity Road located in the Beach District. Madam Chair the applicant has three speakers, first one Bruce Berlin. They also provided me with supplemental handouts, which I will pass to Mr. Tajan. Ms. Oliver: Thank you. Welcome Mr. Berlin: Madam Chair, members of planning. My name is Bruce Berlin, 1081 19th Street. I'm one of the managing partners of Venture Realty Group. Venture is the combination of two firms' Commercial Real Estate Services and Ellis-Gibson Development that have done business here in Virginia Beach for over 35 years. Some of our projects include Red Mill Commons, The Marketplace at Hilltop, the Crossings at Red Mill, the Amerigroup Campus and the proposed Dome Site, as we've re-named Atlantic Park. Today, we're here to seek your approval for a conditional use permit of a 3.2 acre development of a Wawa Gas Station and Convenience Store at the corner of General Booth and Prosperity. The acreage is currently zoned B2. Wawa will employ some 50 permanent associates, and will feature the architectural enhanced elevations that you see in your package. We have the engineering firm of Kimberly Horn here to answer technical questions, as well as Jeb Bell of Wawa to speak with you about the history of Wawa in Virginia and the good corporate citizen they are in Hampton Roads. Since I appeared before you last time to ask for deferral, we have worked extensively with Virginia Beach staff to reach an agreement on how we can improve the intersection and then receive staffs approval for our CUP. Venture Realty Group is willing to spend approximately $500,000 in offsite improvements to improve the intersection that include a dual left from prosperity on the southbound General Booth, a decel lane from General Booth into the site and further widening of lane improvements on Prosperity. In addition,we will set aside funds to be spent for the further expansion of a northbound turn lane from Oceana to General Booth when the city does it Smart Scale improvements to this intersection in 2027. For community outreach, we contacted the adjacent neighborhoods of Bird Neck Lakes, Red Wing, and Park Place to introduce the project and offer to make a formal presentation to their civic leagues. Today,none have asked for such meeting as the majority of their members are in favor of the Wawa. We've continued this email engagement up and through 1 today and certainly offer to meet with any Civic League prior to city council. By meeting staffs requested on-site improvements, we have gained their recommendation for approval of this CUP and now seek your approval as well. I standby for questions after you've heard from our other speakers, thank you. Ms. Oliver: Anybody have any questions for Mr. Berlin. Great. Thank you. Ms. Sandloop:Jeb Bell. Mr. Bell: Good afternoon, Madam Chair, members of planning, happy to be here with you today. My name is Jeb Bell,real estate engineer with Wawa company that I'm really proud to represent and have an opportunity to tell you a little bit about today. One thing that I'm always reminded of is that having grown up in South Eastern Pennsylvania, not everyone is familiar with our name, who we are, what we do in our history, as I'm used to, as I take for granted. Wawa is actually a Lenape name, Native American name for Canada goose. It's also the name of the town in Pennsylvania where our founder R. D. Wood had a family farm, had cows, eventually built a dairy and started selling milk to his neighbors. And then that turned into a delivery service and then we built our first Wawa food market in April 16, 1964 in Folsom, Pennsylvania, and there was a way to kind of branch out from the delivery business,which was kind of growing out of favor at the time. We were just a food market convenience store in our community for about 32 years until we opened up, we added fuel to an existing store in 1996. So for 32 years, we were known in Pennsylvania, New Jersey, that market as just a food and convenience store. When we entered the Virginia market,we had fuel as an offer. So,you know, down these parts are mostly identified with as a fuel service provider. But our history, you know, suggests otherwise. So we,we have a lot of things that make us unique in the industry. And I think to the casual observer, some things are immediately evident. We operate a clean, safe facility. It's well attended, it's a busy facility. I think from the outside, you can gather a lot from that. We care about what we do, we're privately held so we invest in our people, in our facilities, in our communities that we serve as a result of our being popular and running a good business, we obviously create a lot of revenue for the, you know, municipalities. But I think that doesn't paint clear enough picture of really the value that we represent. I think what you'll see is the real successes inside the store. If you have ever seen a grand opening, or hopefully will you consider attending one in the future in Virginia Beach what strikes me is, is the faces of the people that are there, whether that's, you know, old customers who now have one in their community, or it's the new associates and the employees with a new opportunity. So you'll see a smile on the face of a general manager who's got a new opportunity, moving up from another store, right. As we grow, we create opportunities for all of our associates; the Assistant General Manager is going to be a kid from another store who's got a leadership position at this store. And then you've got, you know, all in all, there's about nine management positions and there's 40 to 50 associates that will be employed at the store. But at the ground level, I guess what I would say is, Wawa is an opportunity, it's a ground floor opportunity, it's an entry level position, but the sky's the limit because all around me at work and at every store 2 are people that started at the bottom and work their way up because the only thing that you need to be successful at Wawa is to work hard, and to care and with that, you can go to any level, I'm in the construction real estate depai linent. I've got guys working next to me that started in the stores and our head of store design started in the stores. It really is, I think, unique in that respect. We're privately held, we provide tuition reimbursement, we provide an ESOP, employee stock option program, it's a real opportunity to actually retire. So I'm proud of everything we do and I'm happy to be here and take any questions that you have. Thank you. Ms. Oliver: Thank you, any questions for Mr. Bell. Thank you. Ms. Sandloop:Randy Royal. Mr. Royal: Afternoon folks, Chairperson Oliver, members of Planning Commission, Randy Royal, business address, Kimberly Horn Associates, 4525 Main Street, Virginia Beach. I'm here to talk primarily about the engineering. I understand you got a little bit of a briefing this morning. It's a pre-briefing but I want to talk about storm drainage and traffic. Storm drainage, we've talked about before with rezoning with use permits were held to a much higher standard, 20%more rainfall intensity, foot and a half sea level rise, which is what we've done excellent. They've got the new plan up there. It's a little different from the one that you saw previously. You see the pond there in the upper left hand corner, that's about an acre and a half for 3.2 acre site. That's 47% of the site for storm drainage, again towards the city's strive to fix flooding and make sure that we don't create any additional flooding. So there's to be zero impact on the downstream systems. We've presented preliminary calculations to staff and they have agreed that with the final design, they're confident that we can have that zero impact. Traffic, yes this is a busy intersection. The primary movements are the northbound General Booth Boulevard left and the Oceana Eastbound rights people going to come in from Oceana, we don't have any impact on that, and possibly a positive impact to pull people off of it. Our impacts are the westbound lifts and through on Prosperity, coming out of Prosperity from the side and the eastbound through movements from Oceana people going straight across to Prosperity. To that end, and Mr. Berlin just told you on Prosperity Road doesn't show there, can we go back to the other site plan please? Hard to see there but we've got an extra left turn lane, so we've got there we got a dual less coming out of Prosperity there. And Mr. Berlin spoke to it with a Smart Scale project on the other side previously, there was going to be dual rights, and it was going to be a combination through and left turn movement. We're paying for an additional lane so that there's a dedicated left turn lane and a dedicated through lane in addition to the two right turn lanes that and the right in right out on General Booth and the left and all Prosperity that's the half million dollars these guys are putting forth to improve the traffic situation out there. I've seen the emails, I've seen it happened, Dunkin Donuts is a problem that's part of this. It's a busy intersection, people are making the left on general booth on the Oceana somebody slowing down or it's backed up in Dunkin Donuts, not a whole lot we can do and not a whole lot traffic engineering can do that was a by-right use. They didn't go through this process. Because of this process, we're putting a lot of improvements in, maybe people are 3 going to Wawa and there's less traffic going that way, but that's the situation that we're not creating the same situation. I think a lot of what you may have heard from the neighbors is that situation where the turn into Dunkin Donuts. The use itself is a by-right use, the gas is why we're here in front of you for a use permit. There are other uses that could go on there by right; we have actually looked at fast food with a drive-through fast food without a drive through, coffee shop with a drive through. That particular use fits on this property and it would generate more traffic than the Wawa would. So,you're getting a Wawa, which I think you heard from Jeb and I think everybody's seen them, they're great use, employ a lot of people. It's good corporate citizen here, getting a half million dollars in improvements. We've addressed the traffic and storm drains, be happy to speak to it more. But hope with all that you'll see fit to recommend approval city council and I'll stand by for questions. Thank you. Mr. Ripley: Randy, is the storm water that service the rest of the site as well? Mr. Royal: No sir. Mr. Ripley: Or is that just for the Wawa? Mr. Royal: That is for the Wawa, the intention is for the when the other stuff comes in, and they will probably enlarge it. At this time, they didn't want us to design everything for the other sites because we didn't know but that will be the plan. So it'll be efficient there,but that's just for the Wawa that we are going to have. Mr. Ripley: Thank you. Ms. Oliver: Yes, thank you. Mr. Wall: So did you infer that there are no impacts to General Booth based on the Wawa, because I think that? Mr. Royal: There are minor impacts. We've reduced them with what we're proposing to do with the additional lane improvements there. Mr. Wall: Right. So I think Rick kind of inferred that, indirectly will affect the traffic,just because it's going to shorten the delay time? Mr. Royal: Well, it will link to the delay time. The green phase has to be what it is. Mr. Wall: Right? That it's going to take up the capacity that isn't necessarily attributed to General Booth but they are taking that. Mr. Royal: So let me clarify the zero impact was storm drainage, that's what we have to do. There is impact to traffic. My point being that without this use permit,we wouldn't be here. If there was not gas, and you wouldn't get you would certainly have an impact,you would have possibly more of an impact, by-right stuff could go in there and you get none of these lane improvements. There still is an impact. We cannot make a zero impact on this intersection,but we have reduced it. Mr. Lowman could speak to that with the improvements we're proposing there. Okay. 4 Ms. Oliver: Yes, I have a question. Ms. Redmond: And Randy you may not know the answer to this question, but the Dunkin Donuts how large of a site is that? Mr. Royal: Half acre, or acre maybe, it's not. I said triangular shape. I suspect that there was limited access on General Booth Boulevard. There's an opening for us, there may not, I am looking at Rick. There's not one, right? So there's no access on General Booth Boulevard. So the only access to that property can be from Oceana. So again, Rick's hands were pretty much tied and that's one of the reasons we got an issue there. Mr. Redmond: Right. Okay. And this is a 3.2 acre site. Mr. Royal: Yes, sir. And it has a gap in the General Both Boulevard limited access, we've combined it so the other uses nobody else will get another access as Mr. Ripley was speaking to the other developments. They will share the access that we have, the decel lane on General Booth for which is sized appropriately and the left turn in from Prosperity. Mr. Redmond:Yeah. So with the B2 zoning there, there could have been, you know, Dunkin Donuts could go on here as well as possibly to other uses? Mr. Royal: Right. Mr. Redmond: Okay. Ms. Oliver: Great. Thank you. We have any other speakers? Ms. Sandloop:No, ma'am. Okay. We all want to close this for the commissioners, will close the hearing and anybody have any comments? Yes Dave? Mr. Redmond:When is this aerial from? Am I missing the Dunkin Donuts on there? There are going to be impacts for just about any kind of improvement there in the built environment. In this case, this applicant has done, has gone a very long way towards mitigating those impacts to transportation improvements. When an alternative scenario which is by right development of this site would result in greater impact and no mitigation. At the same time, these facilities in my view are luxuries. They are so busy because people like them so much and all of the people in the surrounding communities are going to come to enjoy them and be convenienced by them in ways that they don't today. If you're in a business like mine, where you move around a lot in the daytime, you stop at places like this, which I didn't when I was chained to a desk,but in the job I'm in, I'm always moving around. And you see the people who come in, day in, day out various time for the day, they get gas, they get a breakfast sandwich, they get a sandwich in the afternoon, they buy drinks. They get a cup of coffee, they stop. They are so busy because they serve so many needs, I wish one were closer to my house. Above all, I think and that's a good slide to have, thank you. It seems to me they've taken really good care in designing this site. Both of those entrances are at the far corners 5 of it, far back on Prosperity and as far back on General Booth as you can get there, a long way from the intersection, the building set, well set back from the road way. It's just done in a way to minimize impact as best as possible to mitigate the impact with two transportation projects and all with the use that people value and enjoy and we only have more of them. This is a commercial corner, there's no two ways about it, and you can stare out on a map and know it's a commercial corner. This strikes me as a very appropriate and desirable commercial use and they've taken great care to do it. So I'm going to support it and I hope you will too. Ms. Oliver: Anybody else? Jan. Ms. Rucinski: I just wanted to, to kind of piggyback on that and say that it looks to me like a lot of thought went into this and not just thought for today or tomorrow but for thought down the road with being able to make the improvements and, you know, help the city out with the traffic improvements in that area. And I think that's what we need is good neighbors like that, that are willing to not just think about their lot of land and what they can do today. But how they can help impact the city as we move forward, so I'm going to support the application. Ms. Oliver: Whitney. Mr. Graham: I agree with both of you to. It's not very often you see a developer come in for really one use at this point who's adding two lanes and a turning lane mean that it's expensive? And I think they, I agree, I think they did a great job trying to make the site work. Mr. Wall: Can I make a motion to approve? Ms. Oliver: Please, I will second it. Ms. Sandloop:The vote is open. By the recorded vote of 10-0 agenda item number four has been approved. AYE 10 NAY 0 ABS 0 ABSENT 1 ALCARAZ AYE BARNES AYE GRAHAM AYE HORSLEY AYE INMAN ABSENT OLIVER AYE REDMOND AYE RIPLEY AYE RUC INS KI AYE WALL AYE WEINER AYE 6 CONDITIONS 1. When the property is developed, it shall be in substantial conformance with the submitted exhibit entitled, "CONDITIONAL USE PERMIT - PRELIMINARY PLAN,"prepared by Kimley Horn, dated 5/7/19, which has been exhibited to the Virginia Beach City Council and is on file in the Department of Planning & Community Development. 2. The applicant shall install the improvements within the rights-of-way as described in the Traffic Impact Analysis titled, "Wawa(KOA Site) ," prepared by Volkert, Inc., revised September 6, 2019 that include, but are not limited to a north-bound right-turn lane along General Booth Boulevard at the proposed access point; a second westbound left turn lane at the General Booth Boulevard and Prosperity Road intersection; and an east-bound left-turn lane on Prosperity Road at the proposed access point. The applicant shall also be required to install an east-bound through lane on Oceana Boulevard at the intersection that shall be built in conjunction and timed as determined appropriate by the Department of Public Works, with the City intersection improvement project scheduled for construction in 2026. 3. The exterior of the proposed building, fuel canopy, and dumpster enclosure shall substantially adhere in appearance, size and materials to the elevations entitled, "WAWA W50 FB M VA," prepared by Cuhaci & Peterson, which has been exhibited to the Virginia Beach City Council and is on file in the Virginia Beach Department of Planning and Community Development. 4. The freestanding sign shall be monument style with a stone base and substantially adhere in appearance, size and materials to the submitted freestanding sign exhibit entitled, "WAWA MONUMENT SIGN," prepared by Icon, which has been exhibited to the Virginia Beach City Council and is on file in the Virginia Beach Department of Planning Department. 5. Signage for the site shall be limited to: a. Directional signs. b. One (1) monument-style freestanding sign, no more than eight(8) feet in height, set on a stone base and two (2)building and/or canopy signs. c. No striping shall be permitted on the fuel canopy. d. There shall be no other signs, neon signs, or neon accents installed on any wall area of the building, on the windows and/or doors, canopy, light poles or any other portion of the site. 6. At the time of site plan review, a Landscape Plan that a minimum reflect the plant material depicted on the submitted Concept Landscape Plan, along with all applicable requirements of the Zoning Ordinance, shall be submitted for review to the Development Services Center and shall obtain an approval prior to the issuance of a building permit. 7. At the time of site plan review, a Photometric Plan shall be submitted for review and shall contain foot-candle lighting readings for all areas of the site including the perimeter. Said plan shall also specify light fixture height, light fixture type, proposed shielding, and light dimming capabilities. 7 8. All light fixtures on the site shall be no taller than 18 feet in height. 9. The dumpster shall be enclosed with a solid wall in a color and material to match the building and any required screening shall be installed in accordance with Section 245 (e) of the Zoning Ordinance. 10. No outdoor vending machines and/or display of merchandise shall be permitted. 11. 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[ 44alliAZ,,,, l�v::ti CITY OF VIRGINIA BEACH AGENDA ITEM ITEM: CITY OF VIRGINIA BEACH [Applicant & Property Owner] Major Entertainment Venue (Signage Package for the Virginia Beach Sports Center and Convention Center) for the properties located south of 264,west of Parks Avenue, north of 18th Street, west of Washington Avenue, north of 17th Street, east of N. Birdneck Road (GPINs 2417661204, 2417760211, 2417763377, 2417769535, 2417866932, 2417778217), COUNCIL DISTRICT — BEACH MEETING DATE: November 12, 2019 • Background: Large venues, such as the Virginia Beach Sports Center and the Convention Center, often warrant larger scale signs than typical businesses. For this reason, other than standard signage allowed by the Zoning Ordinance, signage for Major Entertainment Venues have their own set of regulations and are permitted only with the approval of the City Council. The Sports Center and the Convention Center have submitted a joint request to install a sign package consisting of nine signs. The package includes upgrades to two existing Convention Center signs and the addition of seven signs that will support the Sports Center. • Considerations: The proposed sign package is designed to complement the existing wayfinding and informational signs, and create a seamless arrival and departure experience for both venues by providing clear information in a simple format. Further details pertaining to the request, as well as Staff's evaluation, are provided in the attached Staff report. There is no known opposition to this request. • Recommendations: City Staff recommends approval of this request. The Planning Commission placed this item on the Consent Agenda, passing a motion by a recorded vote of 10-0, to recommend approval of this request. 1. All signage shall be in substantial conformance in dimension and design with the submitted sign packages entitled, "VIRGINIA BEACH SPORTS COMPLEX," dated 05.06.19, 05.07.19, or 05.08.19 (dates vary for each sign type) and "VA Beach Cony. Center" dated 08/27/2019, both packages of which have been prepared by AGI. The sign packages are included in this report and will remain on file in the Department of Planning and Community Development. City of Virginia Beach Page 2 of 2 2. Signs shall be equipped with a working dimmer control capable of automatically reducing the illumination of the required daytime (sunrise to sunset) and nighttime (sunset to sunrise) levels. 3. Signs shall not flash or display animated graphics. 4. No audio speakers are permitted. 5. A sign package for any additional signs, including directional and wayfinding signs, shall be submitted to the Planning Director for review prior to approval to ensure all signs have a consistent design and are well coordinated with traffic circulation and landscape plans. 6. The final design and specifications of the signs, including structural elements, illumination levels, and display settings, shall be submitted to the Planning Director for review and shall be deemed acceptable by the Planning Director prior to submission of plans for sign permits. 7. Permits shall be obtained from the Department of Planning, Zoning Division prior to the installation of any permanent signage. ■ Attachments: Staff Report and Disclosure Statements Location Map Minutes of Planning Commission Hearing Recommended Action: Staff recommends Approval. Planning Commission recommends Approval. Submitting Department/Agency: Planning Department s City Manager: L Applicant & Property Owner City of Virginia Beach Agenda Item Public Hearing October 9, 2019 City Council Election District Beach 3 City u/ Virginia Beach Request Major Entertainment Venue (Signage Package for the Virginia Beach Sports Center and Convention Center) ,._. - - ,/ , f -- it �� �� :ifi ik Staff Recommendation t rrj► • Approval r _ ._, -, 91 0+ �mg 1 ill I SP. ..,,,s1-4.1r0"..•gip Illwrorroirr. 11 Staff Planner ,. ) � 1'1�0 Ashby Moss i v .f— * r �or Location tioll..ram it South of 264, West of Parks Avenue, and i I p+ *s0. slightly East of Parks Avenue, North of 18th was. �� a_ Street,West of Washington Avenue, North of .rca►' ii: Al s 17th Street, East of N. Birdneck Road r��jj GPINs Ilr ' l�,.'A 2417661204, 2417760211, 2417763377, `O. #1 2417769535, 2417866932, 2417778217 , Site Size 65 +/-acres AICUZ Greater than 75 dB DNL, 70-75 dB DNL " , Watershed #4 � ctl Chesapeake Bay, Atlantic Ocean , _ , ,zji, `a , * -tv Existing Land Use and Zoning District �-"` _ Z Civic, parking lot/OR Oceanfront Resort s . - , V Surrounding Land Uses and Zoning Districts .. w It ' North "•;' I * , „t Hotel, apartments, restaurant/RT-3 Resort Tourist, A-36 Apartment, OR Oceanfront Resort . /� 0, South :�, Retail,civic, residential, bulk storage /B-2 Community Business, RT-3 Resort Tourist,A-12 a , ,', -'' - .fit Apartment, OR Oceanfront Resort . l`'?. `iN ' _ East _ ,r "�< � .bc x Civic (Fire/EMS/Library), commercial, hotel, ,..6 r ;- � `\ restaurant/OR Oceanfront Resort •.;-s •s ;., . West Church/OR Oceanfront Resort City of Virginia Beach Agenda Item 3 Page 1 Background and Summary of Proposal • Other than signage allowed by the standard zoning regulations,signage for Major Entertainment Venues (MEVs) is allowed only with the approval of City Council (Sec. 218 City Zoning Ordinance). • In 2015,three MEV signs associated with the previously considered arena project were approved on the same property, but the electronic display signs were much larger in scale and placed in different locations. • The Sports Center and Convention Center have submitted a joint request to install a sign package consisting of nine signs.The package includes upgrades to two existing Convention Center signs and the addition of seven signs that will support the Sports Center.Three of the signs include electronic displays.The setbacks for these signs will vary based on site context. • The proposed sign package contains four sign types: 1. Monument with Illuminated Board-This is the largest sign measuring =Y� 15'H x 6'-4"W(including the base and cap) and approximately 66 square feet of sign area per side.The 2'H x 4'W Sports Center logo and 6'H x 6'W • e electronic board will be seen on both sides.A space measuring 3'H x 6'W I at the top of the sign is blank in anticipation of sponsor artwork to be added in the future.As required by the Zoning Ordinance,the following rllll1► specifications have been provided for the electronic display sign: • The pixel pitch of the proposed electronic display is W16mm LED RGB. • The displays may include video streaming and static images and text with an average dwell time of approximately three seconds. • The illumination level of 750 candelas per square meter is the maximum that will be utilized at night and 10,000 candela per square meter is the maximum that will be utilized during daytime. • The display signs will not be connected to audio speakers at any time. • All electrical service for signs will be underground. 2. Large Directional Parking—These two signs measure 7'H x 3'-4" W I ORISIN _ - (including the base and cap),totaling approximately 15 square feet of sign area per side for each sign.The signs include surface mounted reflective white lettering over a blue background on both sides of the sign.The base and cap of the signs are white. 3. Small Directional Parking—These four signs measure 4'H x 2'-8"W (including posts and cap),totaling approximately five square feet of sign area per side mounted above two posts.The signs will consist awn of surface mounted reflective lettering over a blue background on both sides of the sign.The cap of the sign will be painted white and ) wHe®amp®�, the remainder will be blue. 4_....�. 4. Illuminated Board Retrofits—Two of the Convention Center's existing monument signs will be retrofit with 4'H x 6'W electronic boards under the existing Convention Center logo,totaling t - ffiy approximately 33 square feet of sign area per side.The existing � signs are 12'H x 7'-1"W(from grade to top)and have been determined to be structurally sufficient and able to accommodate the electronic boards without issue. Specifications for the electronic displays will match those listed under#1 above. City of Virginia Beach Agenda Item 3 Page 2 • Zoning History A-24 5 A•18 A-18 ,"aT�l s P.� .R .,^R # Request ---� -z .ti I A 8 OR t •�R- 1 ALT(Sports Center)Approved 7/3/2018 A tk-12��-.II r OR • ••R 2 ALT(Arena)Approved 03/17/2015 A-1a 4a '#/ OR OR oR 2 MEV(Arena Signs)Approved 03/17/2015 °R 3 STC(Jefferson Avenue)Approved 10/04/2005 4 STC(MonroeAvenue)Approved 10/04/2005 A�� A.36' •,.,.. 5 STC(Washington Avenue)Approved 10/04/2005 t2 � fl r OR � °R 6 STC(Norfolk Place)Approved 10/04/2005 jr3 7 STC(alley east and west of Parks Avenue between 18th St and 19th St)Approved 10/04/2005 ` R pj1:. 8 STC(Parks Avenue)Approved 10/04/2005 s•2 A-12' v" , / 2 •�R-so 9 CUP(church-expand parking lot)Approved 12 03 2002 itg ,saF-13-2 1 •' �1 �_1 10 STC(alley between Virginia Beach Blvd and 18th St) R-10 A.1B 1z i A•?:��.,;+i?;? R S; Approved 01/12/1999 11 REZ(RT-3 to A-36)Approved 09/28/1999 Application Types CUP—Conditional Use Permit MOD—Modification of Conditions or Proffers FVR—Floodplain Variance REZ—Rezoning NON—Nonconforming Use ALT—Alternative Compliance CRZ—Conditional Rezoning STC—Street Closure SVR—Subdivision Variance Evaluation and Recommendation Sec. 218 of the City Zoning Ordinance specifies certain criteria for City Council to consider for Major Entertainment Venue sign requests: (1) The extent to which the proposed signage is consistent with applicable sign regulations and Sign Design Guidelines, if any, of the district. Sec. 8.1.1 of the Oceanfront Resort District Form-Based Code describes the intent,findings, and establishment of this area's Special Sign District, affirming that signage in this area should enhance the overall aesthetics of the district so as not to detract from the City's investment in beautifying this area. The proposed signs are consistent with these findings. The conditions recommended below ensure the signs will be designed and used in a way to promote events at the Sports Center and Convention Center without being overly bright or distracting. (2) The extent to which the proposed signage is consistent with the recommendations of the Comprehensive Plan. The Comprehensive Plan and the zoning regulations adopted to implement the Plan recognize that a large part of the vision for the Resort SGA is to attract visitors to the area. Signs for major entertainment venues, such as the Sports Center and Convention Center,warrant a larger scale and function than typical business signs. For this reason, MEV signs have their own set of regulations and must be approved by City Council. (3) The extent to which the scale, color, materials, shape, illumination and landscaping of the proposed signage, considered as a whole, is compatible with surrounding properties. The proposed sign package is designed to complement the existing Convention Center signs that serve as wayfinding throughout the complex. The proposed Sports Center signs have similar scales and signage hierarchy, coloring, shapes, and illumination. The existing signs around the Convention Center have minimal to no plantings around the bases and are typically integrated into hardscapes which will be continued for this installation. City of Virginia Beach Agenda Item 3 Page 3 (4) The impact of the proposed signage on traffic safety,taking into consideration the degree to which view obstructions are created or improved, avoidance of confusion with or obstruction of traffic control signs and devices,and other safety-related factors. Once further details are finalized,the exact location and placement of the signs will be reviewed carefully to ensure there are no view obstructions or confusion with other traffic control signs and devices. (5) The degree to which the proposed signage is integrated into a unified development concept,considering the building design,other signs, landscaping,traffic circulation,and other development features of the property. The proposed Sports Center signs have their own unique design theme that is also complementary to the Convention Center signs.The complete electronic display and wayfinding sign package will create a seamless arrival/departure experience by providing clear information in a simple format. In summary,Staff finds the proposed signs are appropriate in size, location, and appearance and satisfy the standards above without causing unwelcome impacts to neighboring properties. Therefore,Staff recommends approval of this application. Recommended Conditions 1. All signage shall be in substantial conformance in dimension and design with the submitted sign packages entitled, "VIRGINIA BEACH SPORTS COMPLEX,"dated 05.06.19,05.07.19,or 05.08.19(dates vary for each sign type)and "VA Beach Cony.Center"dated 08/27/2019,both packages of which have been prepared by AGI.The sign packages are included in this report and will remain on file in the Department of Planning and Community Development. 2. Signs shall be equipped with a working dimmer control capable of automatically reducing the illumination of the required daytime(sunrise to sunset)and nighttime(sunset to sunrise) levels. 3. Signs shall not flash or display animated graphics. 4. No audio speakers are permitted. 5. A sign package for any additional signs, including directional and wayfinding signs,shall be submitted to the Planning Director for review prior to approval to ensure all signs have a consistent design and are well coordinated with traffic circulation and landscape plans. 6. The final design and specifications of the signs, including structural elements, illumination levels,and display settings, shall be submitted to the Planning Director for review and shall be deemed acceptable by the Planning Director prior to submission of plans for sign permits. 7. Permits shall be obtained from the Department of Planning,Zoning Division prior to the installation of any permanent signage. Further conditions may be required during the administration of applicable City Ordinances and Standards.Any site plan submitted with this application may require revision during detailed site plan review to meet all applicable City Codes and Standards.All applicable permits required by the City Code, including those administered by the Department of Planning/Development Services Center and Department of Planning/Permits and Inspections Division, and the issuance of a Certificate of Occupancy, are required before any approvals allowed by this application are valid. The applicant is encouraged to contact and work with the Crime Prevention Office within the Police Department for crime prevention techniques and Crime Prevention Through Environmental Design(CPTED)concepts and strategies as they pertain to this site. City of Virginia Beach Agenda Item 3 Page 4 Comprehensive Plan Recommendations Adopted in 2008, the Resort Area Strategic Action Plan (RASAP) is currently undergoing an update. However, many of the guiding principles from the 2008 plan will remain as the vision and implementation steps evolve. The plan strives to transform the resort area into a year-round, world class urban resort destination that transitions into a vibrant diverse neighborhood. Three distinct yet complementary districts, Laskin Gateway, Central Beach, and Rudee Marina, are envisioned to extend the energy at the beach into the adjoining blocks of these districts through streetscape improvements, connective uses, and view corridors. The subject site is located in the Central Beach District, a pedestrian-scale, mixed-use entertainment district geared towards year-round activity for residents and visitors alike. The Convention Center and new Sports Center anchor the west end of the Central Beach District as large format venues for conventions, sports, and entertainment. Public Utility Impacts Water Utility locations will be considered when undergrounding electrical service for signage. Sewer Utility locations will be considered when undergrounding electrical service for signage. Public Outreach Information Planning Commission • As required by the Zoning Ordinance, the public notice sign(s)was placed on the property on September 9, 2019. • As required by State Code,this item was advertised in the Virginia Pilot Beacon on Sunday, September 22, 2019 and Sunday, September 29, 2019. • As required by City Code, the adjacent property owners were notified regarding the request and the date of the Planning Commission public hearing on September 23, 2019. • This Staff report, as well as all reports for this Planning Commission's meeting,was posted on the Commission's webpage of www.vbgov.com/pc on October 3, 2019. City of Virginia Beach Agenda Item 3 Page 5 Proposed Sign Locations and Types ._ '41 Convention Center 4 2 4 3 3 Aytt,st-e' Sports Center Sign Types 2 Monument with Illuminated Board 31 2 Large Directional Parking 3 al:3 Sm Direclionai Parking 4 Illuminated Board Retro-Its V:" • "41111.11e.-z •1 a--• _ - =r•D all .ii" dmifiaN I - - - _ „a= • , City of Virginia Beach Agenda Item 3 Page 6 Proposed Sign Specifications .,. I t, tj /SPORTS CENTER • " _ SPORTS CENTER mxe m+�x�w».eue.c 1 ',,,•?mraeu fia sir k II Ism.• A I 'I O sip VIEW �0 1 I O s1vE EV. ----1 L— --J v -1 --- i CIM VIM.m.Km o ...who Ma • y ! a,vwr., ,••••••-,..,..,,.per • tali 6 ..>.•.•..• . 1177"\STRIXTURAL,I 10".EWI City of Virginia Beach Agenda Item 3 Page 7 Proposed Sign Specifications . . i— F Parking Parking 4t ' ' E Accessible ""'" Accessible - Parking Parking k • O FRONT ELEVATION IO RIO 1 SIDE Vld•(1 O REAR ELEVATION v a - a. I1, e J M L ... le �}{ f,eh v.xwxurMO Nal nnnamlu. f 1 1 J �F ' i �o..,..... I I 1 l ..,avo.eo.CO nra, _ ..4OMSK% O BA5`ANGLE PETAII .1 O51RUCTURAL STEEL ELEVATION O 510E VIEW City of Virginia Beach Agenda Item 3 Page 8 Proposed Sign Specifications 2 O FOUNDATION ELEVATION 3 _ Parking Accessible Parking ��"`�"RI`""® 0 FRONT ELEVATION City of Virginia Beach Agenda Item 3 Page 9 Proposed Sign Specifications 3 i i FOUNDATION ELEVATION _.-_..._ 1�' PLAN VIEW .y- 1 I I VIRGINIA BEACH 1 CONVENTION CENTER 11,40 i lea I I • I . ,_,_ eeaiggk FRQNT VIEW PIPE VIEW City of Virginia Beach Agenda Item 3 Page 10 Proposed Sign Specifications PRODUCT SPECIFICATIONS OPTIONS Pixel Pitch: W16mm LED RGB Software Ignite OP Pixel Matrix: 108 X 108 Communications 4G Wireless w/Life-of-sign Cellular Data Plan Cabinet Size: 6ft Sin H x 6ft 3in L x 8in D Software Training Web Based Software Training Viewing Area: 6ft H x 6ft L Temperature Sensor w/100•Step Photocell w/1S ft Cable Cabinet Style: Double Face Twinpak Cabinet Separation Standard Up To 15 Feet Character Size: 12 lines/21.6 Characters at a 4"type Power Requirements Standard As Quoted Approx.Weight: 885.00 Lbs. Sign Mounting Kit Not Ordered/Not Required Warranty: Standard 5 Year Watchfire warranty applies. Warranty Standard 5-Year Parts Warranty Mfg.lead lime: 2.4 weeks(after this document is signed 8 Personal Computer PC Not ordered.Ignite Included returned and receipt of down payment). Technician On-Site Not Ordered Electrical Service: 120 VOLT 22.0 amps(11.00 per face)Single Phase Service.Refer to the Installation manual for details on wiring.Based on 18 hours of operation a day,plus or minus 10% depending on how the sign is programmed. Example:13.7 KWHrs a day x SD.07> $0.96/Day STANDARD FEATURES Brightness Daytime 10000 NITs Maximum;Nighttime 750 NITs Maximum Color LED RGB Color Capability Min.18.0 Quadrillion Energy.Conscious LED Use optional Sign Brightness Adjustment to run sign at less than 10000 NITs. Includes Ignite Graphics Software Video plays prerecorded clips up to 30FPS;Imports Windows Video(AVgyUnmated Text& graphics Viewing Angles 140 Horiz/70 Vert City of Virginia Beach Agenda Item 3 Page 11 Sign Renderings a i, I i p , .- - may - e ,-„, _ _ , i , „:...,_-_...., , ___ __,, , ---__-,---------- , ,_ . n ,. t 7 a... tl i F � ' h c a; Vitt rta City of Virginia Beach Agenda Item 3 Page 12 Disclosure Statement APPLICANT'S NAME CitYof Virginia Beach DISCLOSURE STATEMENT FORM The completion and submission of this form is required for all applications that pertain to City real estate matters or to the development and/or use of property in the City of Virginia Beach requiring action by the City Council or a board, commission, or other body appointed by the City Council. Such applications and matters include, but are not limited to, the following: Acquisition of Properly Disposition of City Modification of by City Property Conditions or Proffers Alternative Economic Development Nonconforming Use Compliance,Special Investment Program Changes Exception for (EDIP) Board of Zoning Encroachment Request Rezoning Appeals Certificate of Floodplain Variance Appropriateness Street Closure (Historic Review Board) Franchise Agreement Chesapeake Bay Preservation Area Lease of City Property Subdivision Variance Board Conditional Use Permit License Agreement Wetlands Board The disclosures contained in this form are necessary to inform public officials who may vote on the application as to whether they have a conflict of interest under Virginia law. SECTION 1 / APPLICANT DISCLOSURE CITY USE ONLY/Al.disclosures must be updateo rw,,i:i we, Pao e 1 sf ,Wing Commission and City Countsl meeting that pe^ta'ns t tt APPLICANT NOTIFIED OF HEARING DAM NO CHANGES AS OF DA 0.404j n REVISIONS SIJRMII ID DA`_ City of Virginia Beach Agenda Item 3 Page 13 Disclosure Statement Virginia Beach X Check here if the APPLICANT IS NOT a corporation, partnership, firm, business, or other unincorporated organization. nCheck here if the APPLICANT IS a corporation, partnership, firm, business, or other unincorporated organization. (A) List the Applicant's name:City Of Virginia Beach If an LLC, list all member's names: If a CORPORATION, list the the names of all officers, directors, members, trustees, etc. below. (Attach list if necessary) • • (B) List the businesses that have a parent-subsidiary 1 or affiliated business entity 2 relationship with the Applicant: (Attach list if necessary) See next page for information pertaining to footnotes and 2 • SECTION 2 / PROPERTY OWNER DISCLOSURE Complete Section 2 only if in op'rty owner is different fi on;Applicant. X Check here if the PROPERTY OWNER IS NOTa corporation, partnership,firm, business, or other unincorporated organization. nCheck here if the PROPERTY OWNER IS a corporation, partnership, firm, business, or other unincorporated organization, AND THEN. complete the following. (A) List the Property Owner's name: If an LLC, list the member's names: Page 2 of 7 City of Virginia Beach Agenda Item 3 Page 14 Disclosure Statement \irgint.i lit-at'h If a Corporation, list the names ofall officers, directors, members,trustees, etc. below (Attach list if necessary) (B) List the businesses that have a parent-subsidiary 1 or affiliated business entity 2 relationship with the Property Owner: (Attach list if necessary) `Parent-subsidiary relationship` means "a relationship that exists when one corporation directly or indirectly owns shares possessing more than 50 percent of the voting power of another corporation." See State and Local Government Conflict cf Interests Act:Va. Code § 2.2-3101. 2 `Affiliated busiress entity relationship' means -a relationship, other than F, parent-subsidiary relationship, that exists when ii one business entity has a controlling ownership interest in the other business entity, (ii)a controlling owner in one entity is also a controlling owner in the other entity,or ciiir there is shared management or control between the business entities. Factors that should be considered in determining the existence of an affiliated business entity relationship include that the same person or substantially the same person own or manage the two entities; there are common or commingled funds or assets; the business entities share the use of the same offices or employees or otherwise share activities, resources or personnel on a regular basis; or there is otherwise a close working relationship between the entities." See State and Local Government Conflict of Interests Act, Va.Code § 2.2-3101. i SECTION 3. SERVICES DISCLOSURE Are any of the following services being provided in connection with the subject of the application or any business operating or to be operated on the Property. If the answer to any item is YES, please identify the firm or individual providing the service: IF THE OWNER AND APPLICANT ARE DIFFERENT, EACH MUST COMPLETE THE SECTION SEPERATELY Page 3 of 7 City of Virginia Beach Agenda Item 3 Page 15 Disclosure Statement APPLICANT Virginia Beach YES NO SERVICE PROVIDER (use additional sheets if needed) l l Accounting andlor preparer of t i your tax return Architect Landscape Architect i Land Planner Contract Purchaser(if other than the Applicant)- identify purchaser and purchaser's service providers Any other pending or proposed I I purchaser of the subject property I I (identify purchaser(s)and purchaser's service providers) Construction Contractors nEngineers/ Surveyors/ Agents Financing (include current — mortgage holders and lenders selected or being considered to provide financing for acquisition or construction of the property) Legal Services Real Estate Brokers / Agents/Realtors for current and anticipated future sales of the subject property SECTION 4. KNOWN INTEREST BY PUBLIC OFFICIAL OR EMPLOYEE YES NO Does an official or employee of the City of Virginia Beach have n an interest in the subject land or any proposed development contingent on the subject public action? If yes, what is the name of the official or employee and what is the nature of the interest? Page 4 of 7 City of Virginia Beach Agenda Item 3 Page 16 Disclosure Statement Virginia Beach CERTIFICATION: I certify that all of the information contained in this Disclosure Statement Form is complete, true, and accurate. I understand that, upon receipt of notification that the application has been scheduled for public hearing, I am responsible for updating the information provided herein two weeks prior to the Planning Commission, Council, VBDA meeting, or meeting of any public body or committee in connection with this Applicatton� �-- __ Ronald H.Williams,Jr. y APPUUCANDS SIGNATURE PRINT NAME ,A7f E Next Steps • Upon receiving a recommendation from Planning Commission,this request will be scheduled for a City Council public hearing. Staff will inform the applicant and/or their representative of the date of the hearing in the upcoming days. • Following City Council's decision,the applicant will receive a decision letter from Staff. • Once the conditions of approval are in place and/or completed,the applicant must contact the Zoning Division of the Planning Department to obtain verification that the conditions have been met. Contact the Zoning Division at 757-385-8074. • If the request requires land disturbance and/or a subdivision of property, please contact the Development Services Center(DSC)to discuss next steps for site plan/plat review. Contact the DSC at 757-385-4621 or the Development Liaison Team at 757-385-8610. • Please note that further conditions may be required during the administration of applicable City Ordinances and Standards. Any site plan submitted with this application may require revision during detailed site plan review to meet all applicable City Codes and Standards. All applicable permits required by the City Code, including those administered by the Department of Planning/ Development Services Center and Department of Planning/ Permits and Inspections Division, and the issuance of a Certificate of Occupancy, are required before any approvals allowed by this application are valid. • The applicant is encouraged to contact and work with the Crime Prevention Office within the Police Department for crime prevention techniques and Crime Prevention Through Environmental Design (CPTED) concepts and strategies as they pertain to this site. City of Virginia Beach Agenda Item 3 Page 17 Item #3 City of Virginia Beach Major Entertainment Venue Signs South of 264, West of Parks Avenue,and slightly East of Parks Avenue,North of 18th Street, West of Washington Avenue,North of 17th Street,East of N. Birdneck Road District—Beach October 9,2019 RECOMMENDED FOR APPROVAL —CONSENT Ms. Oliver: Thank you. The next order of business we will address those that have been placed on the consent agenda and our vice chair will handle this portion of the agenda. Ms. Rucinski: Thank you, Madam Chairman. This afternoon we have one item on the consent agenda that item is item number three, and this is an application for the City of Virginia Beach both Applicant and Owner for major entertainment venue signs South of 264, West of Parks Avenue and slightly East of Parks Avenue, North of 18th Street, West of Washington Avenue, North of 17th Street and East of North Birdneck Road. Do we have a representative for this application? Mr. Martinec: Good afternoon, members of the Planning Commission. My name is Rick Martinec. I am with the Public Works Department, the Facilities Design and Construction Division. I am a project manager that is over handling or overseeing the construction of the Virginia Beach Sports Center and just let you know that we agree to the seven conditions that are stated in the staff report. Ms. Rucinski: Thank you, took my question away. Is there any opposition to this matter being placed on the consent agenda? Okay, seeing none. The chairman has asked Commissioner George Alcatraz to read this into the record,please. Mr.Alcaraz: All right. Thank you. Again, agenda item three Signage Package for the Virginia Beach Sports Center and Convention Center, other than signage allowed by the standard zoning regulations,signage for Major Entertainment Venues MEV is only allowed with approval of the City Council. The Sports Center and Convention Center have submitted a joint request to install a signage package consisting of nine signs. The package includes upgrades to two existing convention signs,convention center signs, and the addition of seven signs that will support the Sports Center. Three of these signs include electronic displays; the setbacks of these signs will vary based on the context. The proposed sign package contains four sign types, monument with illuminated board, large directional parking, small directional parking, and illuminated board retrofits. The proposed sports center signs have their own unique design theme that is complimentary to the convention center sides. The complete electronic display and way finding sign package will create a seamless arrival and departure experience by providing clear information in a simple format. In summary, staff finds the proposed signs are appropriate in size, 1 location and appearance and satisfies the standards above without causing unwelcome impacts to neighboring properties. With that said, the seven recommended conditions and staff and the Planning Commission recommends consent. Thank you. Ms. Rucinski: Madam Chair that was the last item on the consent agenda today. Ms. Oliver: I think that's a record. So I would like to move that consent agenda item number three be approved. Mr. Horsley: Second. Ms. Sandloop:The vote is open. By the recorded vote of 10-0,agenda item number three has been approved by consent. AYE 10 NAY 0 ABS 0 ABSENT 1 ALCARAZ AYE BARNES AYE GRAHAM AYE HORSLEY AYE INMAN ABSENT OLIVER AYE REDMOND AYE RIPLEY AYE RUCINSKI AYE WALL AYE WEINER AYE CONDITIONS 1. All signage shall be in substantial conformance in dimension and design with the submitted sign packages entitled, "VIRGINIA BEACH SPORTS COMPLEX," dated 05.06.19, 05.07.19, or 05.08.19 (dates vary for each sign type) and "VA Beach Cony. Center" dated 08/27/2019, both packages of which have been prepared by AGI. The sign packages are included in this report and will remain on file in the Department of Planning and Community Development. 2. Signs shall be equipped with a working dimmer control capable of automatically reducing the illumination of the required daytime(sunrise to sunset) and nighttime (sunset to sunrise) levels. 3. Signs shall not flash or display animated graphics. 4.No audio speakers are permitted. 2 5. A sign package for any additional signs, including directional and wayfinding signs, shall be submitted to the Planning Director for review prior to approval to ensure all signs have a consistent design and are well coordinated with traffic circulation and landscape plans. 6. The final design and specifications of the signs, including structural elements, illumination levels, and display settings, shall be submitted to the Planning Director for review and shall be deemed acceptable by the Planning Director prior to submission of plans for sign permits. 7. Permits shall be obtained from the Department of Planning, Zoning Division prior to the installation of any permanent signage. 3 M. APPOINTMENTS 2040 VISION TO ACTION COMMUNITY COALITION BAYFRONT ADVISORY COMMISSION BIKEWAYS AND TRAILS ADVISORY COMMITTEE BOARD OF BUILDING CODE APPEALS -BUILDING MAINTENANCE DIVISION -ELECTRICAL DIVISION -NEW CONSTRUCTION DIVISION -PLUMBING AND MECHANICAL DIVISION BOARD OF ZONING APPEALS CHESAPEAKE BAY PRESERVATION AREA BOARD COMMUNITY ORGANIZATION GRANT REVIEW AND ALLOCATION COMMITTEE COMMUNITY SERVICES BOARD DEVELOPMENT AUTHORITY HISTORIC PRESERVATION COMMISSION HISTORICAL REVIEW BOARD HUMAN RIGHTS COMMISSION INVESTIGATIVE REVIEW PANEL OCEANA LAND USE CONFORMITY COMMITTEE OLD BEACH DESIGN REVIEW COMMITTEE OPEN SPACE ADVISORY COMMITTEE PLANNING COMMISSION PROCESS IMPROVEMENT STEERING COMMITTEE RESORT ADVISORY COMMISSION SOUTHSIDE NETWORK AUTHORITY VIRGINIA BEACH COMMUNITY DEVELOPMENT CORPORATION WETLANDS BOARD N. UNFINISHED BUSINESS O. NEW BUSINESS P. ADJOURNMENT PUBLIC COMMENT Non-Agenda Items Each Speaker will be allowed 3 minutes and each subject is limited to 3 Speakers *********************************** If you are physically disabled or visually impaired and need assistance at this meeting, please call the CITY CLERK'S OFFICE at 385-4303 ***************************** The Agenda(including all backup documents)is available at https://www.vbgov.com/government/departments/city-clerk/city-council under the eDocs Document Archive. If you would like to receive by email a list of the agenda items for each Council meeting,please submit your request to pmcgraw@a,vbgov.com or call 385-4303. CITY OF VIRGINIA BEACH SUMMARY OF COUNCIL ACTIONS DATE:10/15/2019 PAGE: 1 B E AGENDA R ITEM# SUBJECT MOTION VOTE A L H W W B U E J R T I 0 BC D N OMO 0 L W 0 O C Y LNOUWS 0 T T HEE E S S E O O E T I R Y S S ERNDN CITY COUNCIL DISCUSSION A. SOUTHSIDE NETWORK AUTHORITY Regional Broadband II. CITY MANAGER'S BRIEFINGS A. SHARED MOBILITY SERVICES— Brian Solis, MOTORIZED SCOOTERS Assistant to the Acting City Manager for Special Projects B. FY2019 SMALL WOMAN AND MINORITY RESCHEDULED (SWaM)PROGRAM UPDATE Alice Kelly, Director—Finance III/ CERTIFICATION CERTIFIED 10-0 Y Y Y Y Y Y Y Y A Y Y IWV/ VI/A- E F. MINUTES APPROVED 10-0 Y Y Y Y Y Y Y Y A Y Y October 1,2019 G. MAYOR'S PRESENTATIONS 1. RESOLUTION Chad Vincelette, Commanding Officer,Naval Air Station Oceana 2. PROCLAMATION Bobby Tajan, Community Planning Month Director Planning and Community Development H. PUBLIC COMMENT 1. PROPOSED CITY/SCHOOLS REVENUE 2 SPEAKERS SHARING FORMULA I. PUBLIC HEARING 1. SOUTHSIDE NETWORK AUTHORITY 3 SPEAKERS Articles of Incorporation K.1 Resolution to ADOPT the City's 2020 ADOPTED 10-0 Y Y Y Y Y Y Y Y A Y Y Legislative Agenda (ITEMS 2,3,4,6,7,9,10,12,13,14,16,17) ITEM 1—VOTING RIGHTS APPROVED 9-1 Y Y Y Y Y N Y YAYY ITEM 5—CERTIFICATE OF PUBLIC NEED APPROVED 7-3 N Y Y Y Y N Y NA Y Y ITEM 8—COMMUNICATIONS TAX UPDATE APPROVED 7-3 N Y Y Y Y N Y Y A Y N ITEM 11—RESIGN TO RUN APPROVED 7-3 YNY Y NY Y Y ANY ITEM 15—CDA FINANCING AND TAX INCENTIVE APPROVED 10-0 Y Y Y Y Y Y Y Y A Y Y CITY OF VIRGINIA BEACH SUMMARY OF COUNCIL ACTIONS DATE:10/15/2019 PAGE: 2 B E AGENDA R ITEM# SUBJECT MOTION VOTE A L H W W B U E J R T I 0 B CDN OMO 0 L W 0 O C Y LNOUWS 0 T THE E E S S E O O E T I R Y S S ER NDN K.2 Ordinance to APPROVE and ADOPT a City DEFERRED TO 10-0 YYY Y Y Y Y Y A Y Y Council Policy re Council Member sponsored JANUARY 7,2020 forums and events(Requested by Mayor Dyer and Vice Mayor Wood) K.3 Resolution to SUPPORT the Ignite Seminar DEFERRED TO 10-0 YYY Y Y Y Y Y A Y Y Series and Disparity Forum and TRANSFER JANUARY 7,2020 $10,000 from General Fund Reserve for Contingencies re offset expenses(Requested by Council Member Wooten) K.4 Resolution to DECLARE the proposed location ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y of Twenty Seven Atlantic a Revitalization Area re CONSENT qualify for Virginia Housing Development Authority Funding K.5 Ordinance to REVISE the 2019 Housing Choice ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y Voucher Administrative Plan and CONSENT AUTHORIZE the City Manager to EXECUTE and SUBMIT the revisions to the U.S. Department of Housing and Urban Development (HUD)(Adopted April 12,2019) K.6 Ordinance to DECLARE City Property at 2224 ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y London Street in EXCESS of the City's needs CONSENT and AUTHORIZE the City Manager to sell the property to Jose J.and Paige Medrano K.7 Ordinance to AUTHORIZE temporary ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y encroachments into portions of City Property CONSENT known as Commerce Street,Central Park Avenue,Columbus Street and Market Street K.8 Ordinances to ACCEPT and APPROPRIATE from U.S.Department of Homeland Security to FY2019-20 Fire Department Operating Budget: a. $58,836 and TRANSFER$5,868 within the ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y Operating Budget re National Fire Protection CONSENT Association Swiftwater Rescue Training b. $47,175 and TRANSFER$15,725 within the ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y Operating Budget re purchase of sonar and CONSENT mapping equipment for fireboats K.9 Ordinances to ACCEPT and APPROPRIATE: a. $150,000 from Virginia Department of ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y Behavioral Health and Developmental Services to CONSENT FY2019-20 Human Services Operating Budget re hosting the 2020 Crisis Intervention Team (CIT)Conference and Training Symposium b. $141,501 from Virginia Department of ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y Transportation(VDOT)to CIP 2-300 Traffic CONSENT Safety Improvements III re Greenwell Road sidewalk and CIP 9-276 Cape Henry Light House Restoration II CITY OF VIRGINIA BEACH SUMMARY OF COUNCIL ACTIONS DATE:10/15/2019 PAGE: 3 B E AGENDA R ITEM# SUBJECT MOTION VOTE A L H W W B U E J R T I 0 BCDNOMO 0 L W 0 O C Y LNOUWS 0 T THEE E S S E O O E T I R Y S S ER NDN K.10 Ordinance to TRANSFER$1-Million from CIP ADOPTED,BY 10-0 YYY Y Y Y Y Y A Y Y 2-418 Indian River Road/Kempsville Road CONSENT Intersection Improvements to CIP 2-126 Laskin Road Phase I-A re Congestion Mitigation and Air Quality Program and AMEND programmed funding to provide$1-Million to CIP 2-418 in FY2020-21 L.1 ANTHONY P.&KELLY LYNN SPERA APPROVED/ 10-0 YYY Y Y Y Y Y A Y Y for a Conditional Change of Zoning(0-2 PROFFERED, Office to Conditional A-12 Apartment)re BY CONSENT construction of 240 square foot accessory structure at the Northern corner of Hinsdale Street,across from 520 Constitution Drive DISTRICT 4—BAYSIDE L.2 HALLE PROPERTIES,LLC/PCS APPROVED/ 8-2 YYY N Y Y Y Y ANY HILLTOP,LLC,HILLTOP SQUARE CONDITIONED INVESTORS,LLC&TRISIB HILLTOP, LLC for a Conditional Use Permit re automobile repair garage at 1657 Laskin Road DISTRICT 6—BEACH L.3 SAIR ENTERPRISES,INC.for a APPROVED/ 10-0 YYY Y Y Y Y Y A Y Y Conditional Use Permit re motor vehicle sales CONDITIONED, at 3096 South Lynnhaven Road DISTRICT 6— BY CONSENT BEACH L.4 HR KEMPSRIVER,LLC/BONNEY'S APPROVED/ 10-0 YYY Y Y Y Y Y A Y Y CORNER ASSOCIATES for a Conditional CONDITIONED, Use Permit re indoor recreation facility at BY CONSENT 1205 Fordham Drive DISTRICT 2— KEMPSVILLE L.5 THE GLAM LIFE BEAUTY BAR,LLC/ APPROVED/ 10-0 YYY Y Y Y Y Y A Y Y KH HR HAYGOOD,LLC for a Conditional CONDITIONED, Use Permit re tattoo parlor at 4663 Haygood BY CONSENT Road,Suite 207 DISTRICT 4—BAYSIDE L.6 DAVID&CAROL HAWKINS for a APPROVED/ 10-0 YYY Y Y Y Y Y A Y Y Conditional Use Permit re residential kennel CONDITIONED, at 2125 Tennyson Court DISTRICT 7— BY CONSENT PRINCESS ANNE M. APPOINTMENTS: RESCHEDULED BYC ON S ENS US 2040 VISION TO ACTION COMMUNITY COALITION BAYFRONT ADVISORY COMMISSION BIKEWAYS AND TRAILS ADVISORY COMMITTEE BOARD OF BUILDING CODE APPEALS —BUILDING MAINTENANCE DIVISION —ELECTRICAL DIVISION —NEW CONSTRUCTION DIVISION —PLUMBING AND MECHANICAL DIVISION COMMUNITY ORGANIZATION GRANT REVIEW AND ALLOCATION COMMITTEE COMMUNITY SERVICES BOARD CITY OF VIRGINIA BEACH SUMMARY OF COUNCIL ACTIONS DATE: 10/15/2019 PAGE: 4 B E AGENDA R ITEM# SUBJECT MOTION VOTE A L H W W B U E J R T I 0 BCDNOMO 0 L W 0 O C Y L NOUWS 0 T THEE E S S E O O E T I R Y S S ERNDN DEVELOPMENT AUTHORITY HISTORICAL REVIEW BOARD INVESTIGATIVE REVIEW PANEL OCEANA LAND USE CONFORMITY COMMITTEE OLD BEACH DESIGN REVIEW COMMITTEE OPEN SPACE ADVISORY COMMITTEE SOUTHSIDE NETWORK AUTHORITY VIRGINIA BEACH COMMUNITY DEVELOPMENT CORPORATION WETLANDS BOARD N/O/ ADJOURNMENT 7:40 PM P