, Virginia City Council Meeting AGENDA City Council Regular Meeting Council Chambers 9027 Center Street Manassas, VA 20110 Monday, March 11, 2019 Call to Order - 5:30 p.m. Roll Call Invocation and Pledge of Allegiance Council Time Mayor Time Staff Reports Presentation: Metropolitan Washington Council of Governments (MWCOG) (Presenter: Chuck Bean, Executive Director of the Metropolitan Washington Council of Governments) 1. Consent Agenda All matters listed under the consent agenda are considered to be routine by the City Council and will be enacted by one motion. There will be no separate discussion of these items. If discussion is desired, that item will be removed from the consent agenda and considered separately. SUGGESTED MOTION: "I move that the Consent Agenda be approved and the readings of the ordinances be dispensed." City Council City Council Regular Meeting March 11, 2019 Page 1 1
SUGGESTED MOTION #2: "I move that Items # and # be removed from the Consent Agenda and be added as Items # and #, respectively, and that the remaining Consent Agenda items be approved as it now appears and the readings of the ordinances be dispensed." 1.1 City Council Minutes: February 25, 2019 (Staff: Rose V.B. Spring, Acting City Clerk) Agenda Statement - City Council Minutes City Council Minutes: February 25, 2019 1.2 Proclamation: Developmental Disability Awareness Month (Staff: Rose V.B. Spring, Acting City Clerk) Agenda Statement - Developmental Disability Awareness Month Proclamation - Developmental Disability Awareness Month 1.3 Ordinance #O-2019-14: An Ordinance to Establish a Tourism Plan for the Landing at Cannon Branch; to Endorse and Authorize a Proposed Tourism Project; and to Authorize Other Actions Consistent with the Virginia Tourism Corporation s (VTC S) Tourism Development Finance Program (TDFP) (Second Reading) (Staff: Nicole Smith, Economic Development Coordinator) 2. Ordinances and Resolutions 2.1 Resolution #R-2019-43: A Resolution Approving a Tourism Development Finance Program Performance Agreement Between the, Manassas Gateway Hotel, LLC, and the Economic Development Authority of the, Virginia (Staff: Nicole Smith, Economic Development Coordinator) Agenda Statement - Resolution #R-2019-43 Resolution #R-2019-43 TDFP Performance Agreement 2.2 Resolution #R-2019-44: A Resolution Approving a License Agreement Between the and the Greater Manassas Baseball League, Inc. for the Use of the E.G. Smith Baseball Complex (Staff: Craig Brown, City Attorney and Kisha Wilson-Sogunro, Parks, Culture and Recreation Manager) Agenda Statement - Resolution #R-2019-44 Resolution #R-2019-44 GMBL. License Agreement. Redline GMBL. License Agreement. Final 2.3 Resolution #R-2019-45: A Resolution Approving a License Agreement Between the and the Stonewall Park Swim Team, Inc. for the Use of the City Council City Council Regular Meeting March 11, 2019 Page 2 2
Stonewall Park Pool (Staff: Craig Brown, City Attorney and Kisha Wilson-Sogunro, Parks, Culture and Recreation Manager) Agenda Statement - Resolution #R-2019-45 Resolution #R-2019-45 SPST. License Agreement. Redline SPST. License Agreement. Final 3. New Business 3.1 Presentation: Proposed Fiscal Year 2020 Operating Budget and Capital Improvement Program (CIP) (Staff: W. Patrick Pate, City Manager) Agenda Statement - Proposed FY 2020 Budget 4. Awards, Acknowledgments and Presentations - 7:15 p.m. 4.1 Presentation: Developmental Disability Awareness Month Proclamation (Staff: Rose V.B. Spring, Acting City Clerk) 5. Citizens' Time - 7:30 p.m. The citizens' time portion of the agenda is set aside for those citizens who wish to address the Council for less than three minutes each. Citizens need not give prior notice to the City to speak during the citizens' time portion of the agenda. Citizens may address the Council for longer than three minutes if they ask the City Manager for a place on the agenda at least four working days before the meeting. 6. Authorize a Closed Meeting Virginia Code Section 2.2-3711 A (1), A (3), (A) (8) and A(29): 1. Consideration of Candidates for Employment or Appointment 2. Acquisition of Real Property for a Public Purpose 3. Consultation with Legal Counsel regarding Negotiation of the Terms of Contracts 4. Contract Negotiations regarding Public Utility Services 6.1 Authorize a Closed Meeting Agenda Statement - Authorize a Closed Meeting 7. Certify the Closed Meeting City Council City Council Regular Meeting March 11, 2019 Page 3 3
7.1 Certify the Closed Meeting Agenda Statement - Certify a Closed Meeting Adjournment City Council City Council Regular Meeting March 11, 2019 Page 4 4
Manassas City Council 9027 Center Street Manassas, VA 20110 Meeting Date: March 11, 2019 Time Estimate: Consent Agenda Agenda Title: City Council Minutes: February 25, 2019 Recommendation: Motion: Approve If approved as part of the Consent Agenda: I move that the Consent Agenda be approved and the readings of the ordinances dispensed. If removed from the Consent Agenda: I move that the Minutes of February 25, 2019 be approved. Date Last Considered by City Council: Summary and/or Comments: Board Committee or Commission Reviewed: Fiscal Impact: Staff Contact: N/A N/A N/A N/A Rose V.B. Spring, Acting City Clerk rspring@manassasva.gov (703) 257-8304 5
February 25, 2019 A Regular Meeting of the Council of the, Virginia was held in Council Chambers, City Hall, on the above date with the following present on roll call: Mayor Harry J. Parrish II, Vice Mayor Ken D. Elston, Council Members Michelle Davis-Younger, Theresa Coates Ellis, Ian T. Lovejoy, Pamela J. Sebesky, and Mark D. Wolfe; City Manager W. Patrick Pate, Deputy City Manager Bryan Foster, Acting City Clerk Rose V.B. Spring, City Attorney Craig Brown, Police Chief Doug Keen, Fire and Rescue Chief Robert L. Clemons, Jr., Deputy Fire and Rescue Chief Todd Lupton, Communications Manager Patty Prince, Economic Development Director Patrick J. Small, Economic Development Coordinator Nicole Smith, Human Resources Director Darla Hicks, Development Services Coordinator Greg Bokan, Fire Marshal James Hartnett, Fire and Rescue Administrative Coordinator Melissa Heiderman, Fire and Rescue Fiscal Specialist Dana Campbell, Manassas City Police Department Administrative Coordinator Melissa Hush, Senior Human Resources Analyst Lena Ampofo, and Human Resources Administrative Coordinator Laura Fitzgerald. Mayor Parrish called the meeting to order at 5:30 p.m., delivered the invocation, and led those present in the Pledge of Allegiance. Council Time Vice Mayor Elston reported that the Prince William Chamber of Commerce awards dinner is on Tuesday, February 26 and Artistic Expressions, a new exhibit at the Manassas Museum, is opening on Friday, March 1. Vice Mayor Elston thanked the utilities staff for the work during the weather event last week. Vice Mayor Elston informed the Mayor and City Council that he will be absent from March 11 March 14. Vice Mayor Elston informed the community that One Waypoint will be performing at Jirani s Coffeehouse on Friday, March 14. Council Member Wolfe informed the community that the Manassas Ballet is performing at the Hylton Performing Arts Center March 8 March 10. Council Member Sebesky reported that she attended a Valentine s Day event at Sinistral Brewing Company on February 14. Council Member Sebesky stated that the Virginia Railway Express (VRE) April meeting has been rescheduled from Friday, April 19 to Friday, April 12. Council Member Sebesky reported that concrete repairs will be performed at the Manassas Station platform during this quarter and the VRE adopted the 2025 Transit Development Plan. Council Member Sebesky stated that the Community Conversation on healthcare was rescheduled due to the inclement weather from Wednesday, February 20 to Wednesday, March 6 at Jirani s Coffeehouse. Council Member Sebesky wished the Osbourn High School basketball team good luck in its playoff game on Monday, February 25 at 7:30 p.m. at South Lakes High School in Reston. Council Member Sebesky encouraged the community to donate to the Jennie Dean Memorial. Council Member Sebesky reported that the Appointments Committee will be determining the implementation process for term limits on the City s Boards, Committees and Commissions at its March meeting and directed the Acting City Clerk to notify staff liaisons of the amended Policy. Council Member Sebesky encouraged citizens to apply for the City s Boards, 1 6
February 25, 2019 Committees, and Commissions. Council Member Sebesky invited the community to attend the St. Patrick s Day parade on Saturday, March 9 at 11:00 a.m. Council Member Davis-Younger thanked everyone who attended Stories of Preservation and Progress at the Manassas Museum on February 13. Council Member Davis-Younger reported that she will be attending the Metropolitan Washington Air Quality Committee meeting on Wednesday, February 27. Council Member Ellis reported that she will be judging the District Rotary Speech Contest on Tuesday, February 26. Council Member Ellis informed the community that the Shamrock Run will be held on Saturday, March 16 at 8:00 a.m. at Round Elementary and OneLove Manassas is scheduled for April 26, 27, and 28. Council Member Ellis reported that she attended the Novant Health UVA Health System Gala on Friday, February 22 to support the Remarkable Care Fund for Oncology Services and to honor the Mills family. Mayor Time Mayor Parrish recognized the loss of Prince William County Supervisor John Jenkins. Mayor Parrish reported that he attended the Northern Virginia Transportation Authority and Northern Virginia Transportation Authority Finance Committee meetings and the fiscal year 2020 budget and draft Policy 29 in regards to project activation, monitoring, and deappropriation were discussed. Staff Reports Fire and Rescue Chief Rob Clemons introduced Phillip Leitma from Insurance Services Office to update the Mayor and City Council on the Insurance Services Office (ISO) rating. Mr. Leitma informed the Mayor and City Council that the City s ISO rating improved from a 4 to a 3. Council Member Wolfe requested the statistical report for the ISO rating. Council Member Sebesky asked if the new Fire Station 21 was included in the ISO rating; Mr. Leitma indicated that the Fire Station 21 was not considered during the ISO rating. Mr. Pate reported that the State passed a budget that staff is still reviewing, but increases to House Bill 599 funding and the storm water local assistance fund were not included in the budget. Mr. Pate welcomed United One Mortgage to its new location at 9161 Liberia Avenue. Mr. Pate informed the community that this is the last week to ice skate at the Harris Pavilion. 2 7
February 25, 2019 Mr. Pate announced that Friday, March 1 is First Friday in Historic Downtown from 6:00 p.m. to 9:00 p.m. Mr. Pate informed the community of a new way to receive updates on events; text 888-777 with the following words to stay up-to-date on events: FirstFriday for First Friday events, GoManassas for events at the Harris Pavilion and Historic Downtown, CityHistory for Manassas Museum events, and OneLove for information on the OneLove Manassas three-day art event. Mr. Pate reported that staff is working to address the concerns expressed by Georgetown South residents at the last City Council meeting. 1) Consent Agenda 1.1 City Council Minutes: February 11, 2019 1.2 Performance Bond and Erosion Control Bond Release: Dias Concrete Site Plan SP#14-42 1.3 Proclamation: Irish Heritage Month COUNCIL MEMBER LOVEJOY MOVED to approve Consent Agenda Items 1.1 through 1.3 and that the reading of the ordinances be dispensed. Seconded by Vice Mayor Elston. Roll call vote: AYES Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, Wolfe. MOTION CARRIED. 2) Ordinances and Resolutions 2.1 Ordinance #O-2019-14: An Ordinance to Establish a Tourism Plan for the Landing at Cannon Branch; to Endorse and Authorize a Proposed Tourism Project; and to Authorize Other Actions Consistent with the Virginia Tourism Corporation s (VTC S) Tourism Development Finance Program (TDFP) (First Reading) Nicole Smith, Economic Development Coordinator, stated that City Council is considering an Ordinance to establish a tourism plan for the Landing at Cannon Branch. Ms. Smith stated that Holladay Properties is proposing to construct a ninety-eight room TRU by Hilton at the Landing at Cannon Branch, which specifically fills a void in the City for lodging. Ms. Smith indicated that letters of support for the project have been submitted by Micron Technologies, Manassas Regional Airport, George Mason University, and Hylton Performing Arts Center. Ms. Smith stated that the Purchase and Sale Agreement stipulates that the City will provide incentives that include utilizing the Commonwealth s Tourism Development Finance Program (TDFP). Ms. Smith indicated that to be considered for the TDFP the City must include in its submission both an adopted ordinance establishing a Tourism Plan and endorsing the Hotel Project as well as an executed performance agreement amongst the necessary parties. Ms. Smith stated that if the 3 8
February 25, 2019 Ordinance is approved on first reading, the Performance Agreement will be scheduled for the March 11 City Council agenda. COUNCIL MEMBER WOLFE MOVED to approve Ordinance #O-2019-14: An Ordinance to Establish a Tourism Plan for the Landing at Cannon Branch; to Endorse and Authorize a Proposed Tourism Project; and to Authorize Other Actions Consistent with the Virginia Tourism Corporation s (VTC S) Tourism Development Finance Program (TDFP) on first reading. Seconded by Vice Mayor Elston. Roll call vote: AYES Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, Wolfe. MOTION CARRIED. 3) New Business 3.1 Annual Report: Human Resources Department Darla Hicks, Human Resources Director, provided the City Council with a departmental update and shared some specific cases in which the department successfully contributed to the City Council s Strategic Plan. 3.2 Annual Report: Manassas City Police Department Douglas Keen, Police Chief, provided the City Council with a departmental update and shared some specific cases in which the department successfully contributed to the City Council s Strategic Plan. 3.3 Annual Report: Manassas City Fire and Rescue Department Rob Clemons, Fire and Rescue Chief, provided the City Council with a departmental update and shared some specific cases in which the department successfully contributed to the City Council s Strategic Plan. 4) Awards, Acknowledgments and Presentations 4.1 Presentation: Irish Heritage Month Proclamation Mayor Parrish presented a Proclamation proclaiming March as Irish Heritage Month in the to the organizers of the St. Patrick s Day Parade. 5) Citizens Time Austin Haynes, Prince William County resident and business owner, announced that the Boys & Girls Club of Manassas annual event will be held on Friday, April 26 and the nominees for the Great Big Kid Award will be mentoring a child until the event. Mr. Haynes thanked the City Council for its support. 4 9
February 25, 2019 Greg Tsukalas, resident of the, presented a petition to City Council requesting vacation of old trail easements. Alex Kosik, resident of the, stated his support for the petition requesting vacation of old trail easements. Ryan Keifer, resident of the, stated his support for the petition requesting vacation of old trail easements and voiced his concerns on the non-operational crosswalk on Prince William Street. 6) Authorize a Closed Meeting 6.1 Authorization of a Closed Meeting VICE MAYOR ELSTON MOVED that the City Council convene in a closed meeting to discuss the following as permitted by Virginia Code Sec. 2.2-3711 Paragraph A (1): Appointments to Boards, Committees, and Commissions. Seconded by Council Member Sebesky. Roll call vote: AYES Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, Wolfe. MOTION CARRIED. Mayor Parrish announced that the Mayor and City Council would be included in the closed meeting discussion. The City Council retired to the closed meeting at 7:02 p.m. 7) Certify the Closed Meeting 7.1 Certification of the Closed Meeting VICE MAYOR ELSTON MOVED that the Council certify that, in the closed meeting just concluded, nothing was discussed except the matter (1) specifically identified in the motion to convene in a closed meeting and (2) lawfully permitted to be discussed under the provisions of the Virginia Freedom of Information act cited in that motion. Seconded by Council Member Wolfe. Roll call vote: AYES Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, Wolfe. MOTION CARRIED. The City Council returned from the closed meeting at 7:19 p.m. 8) Appointments to Boards, Committees, and Commissions 8.1 Appointments to Boards, Committees, and Commissions COUNCIL MEMBER SEBSKY MOVED that the following appointments and reappointments be approved: 5 10
February 25, 2019 Amalfi Arias to the Beautification Committee as a regular member to fill an unexpired term ending June 30, 2020; and Kathy L. Jane to the Citizens Advisory Committee on Solid Waste as a regular member to four-year term ending June 30, 2023; and John A. Snider to the Manassas Regional Airport Commission as a regular member to fill an unexpired term ending June 30, 2020; and Tony Dawood to the Upper Occoquan Service Authority (UOSA) as a regular member for a four-year term beginning March 1, 2019 and ending March 1, 2023. Seconded by Council Member Wolfe. Roll call vote: AYES Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, Wolfe. MOTION CARRIED. A motion was duly made, seconded and CARRIED UNANIMOUSLY to adjourn the meeting. Mayor Parrish declared the meeting adjourned at 7:37 p.m. MAYOR CITY CLERK DATE APPROVED 6 11
Manassas City Council 9027 Center Street Manassas, VA 20110 Meeting Date: March 11, 2019 Time Estimate: Agenda Title: Recommendation: Motion: Consent Agenda Proclamation: Developmental Disability Awareness Month Approve If approved as part of the Consent Agenda: I move that the Consent Agenda be approved and the readings of the ordinances dispensed. If removed from the Consent Agenda: I move that the Proclamation designating the Month of March 2019 as Developmental Disability Awareness Month be approved. Date Last Considered by City Council: Summary and/or Comments: Board Committee or Commission Reviewed: Fiscal Impact: Staff Contact: N/A N/A N/A N/A Rose V.B. Spring, Acting City Clerk rspring@manassasva.gov (703) 257-8304 12
P R O C L A M A T I O N WHEREAS, children and adults with developmental disabilities constitute one of America s largest group of citizens with disabilities; and WHEREAS, people with developmental disabilities are valuable members of society and can gain greater independence and productivity through community support and partnership with disabled citizens, their families, community programs, and elected representatives, who share a common vision of improving the quality of life of all of its citizens through development of needed resources and opportunities; and WHEREAS, Developmental Disability Awareness Month provides the opportunity for all to recognize the tremendous value and potential of people with developmental disabilities and to recommit and dedicate ourselves to the empowerment, integration, employment and inclusion of each one of these citizens; and WHEREAS, the Manassas City Council is committed to empowering and supporting persons with developmental disabilities to achieve self-determined lifestyles through community-based living arrangements, employment, and other individualized support services. NOW THEREFORE, I, Harry J. Parrish II, Mayor of the, Virginia and on behalf of the Manassas City Council, hereby proclaim the month of March 2019 as Developmental Disability Awareness Month in the and proclaim our continued commitment to the empowerment and full inclusion of these individuals in all aspects of community life. Harry J. Parrish II Mayor On behalf of the City Council of Manassas, Virginia ATTEST: Rose V.B. Spring Acting City Clerk 13
Manassas City Council 9027 Center Street Manassas, VA 20110 Meeting Date: March 11, 2019 Time Estimate: Agenda Title: Recommendation: Motion: Date Last Considered by City Council: Summary and/or Comments: 5 Minutes Resolution #R-2019-43: A Resolution Approving a Tourism Development Finance Program Performance Agreement Between the, Manassas Gateway Hotel, LLC, and the Economic Development Authority of the, Virginia Approve I move that Resolution #R-2019-43 be approved. February 25, 2019 Manassas Gateway Hotel, LLC is the development entity proposing to construct a TRU by Hilton at the Landing at Cannon Branch. It has been determined that the Hotel Project will enhance the City s commercial tax base, increase employment and fill the void of adequate lodging to support the growing need for tourism and business related lodging. The Purchase and Sale Agreement stipulates that the City will provide incentives that include utilizing the Commonwealth s Tourism Development Finance Program (TDFP). The company has identified a plan of finance for the Project and requested Gap Financing assistance. Under the TDFP, eligible projects are entitled to receive an amount equal to the revenues generated by a one percent (1%) each of the State and Local shares of Sales and Use Tax generated from transactions taking place on the premises of the Hotel Project, together with a one percent (1%) Access Fee to be paid by the Company, for the purpose of paying the principal and interest on the gap financing which would complete the plan of finance for the Project and incent the full Project implementation. TDFP is performance based and is only paid out if the company meets its projected revenues. It is directly tied to the City s receipt of revenues and is paid in four annual installments beginning after the hotel is completed and generating revenue. The attached Performance Agreement between the City, the EDA and Manassas Gateway LLC spells out the terms and conditions of the TDFP. Board Committee or Commission Reviewed: Fiscal Impact: Staff Contact: Land-Use Committee January 22, 2019 $30,000 annually if performance goals are met. Nicole Smith, Economic Development Coordinator nsmith@manassasva.gov (703) 257-8882 14
MOTION: March 11, 2019 Regular Meeting SECOND: Res. No. R-2019-43 RE: A RESOLUTION APPROVING A TOURISM DEVELOPMENT FINANCE PROGRAM PERFORMANCE AGREEMENT BETWEEN THE CITY OF MANASSAS, MANASSAS GATEWAY HOTEL, LLC, AND THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF MANASSAS, VIRGNIA WHEREAS, in 2016 the City Council adopted an ordinance that established the Gateway Tourism Zone, where eligible businesses could qualify for certain development incentives as approved by the City Council; and, WHEREAS, as contemplated by Virginia Code 58.1-3851.1 the City Council has by ordinance established and approved a Tourism Development Plan, and pursuant to that Plan authorized a tourism project by Manassas Gateway Hotel, LLC; and, WHEREAS, Manassas Gateway Hotel is willing to address a deficiency identified in the Tourism Development Plan by building a new hotel in the Gateway Tourism Zone, provided that a financial incentive in the form of gap financing, as defined in 58.1-3851.1, is available; and, WHEREAS, gap financing is an incentive that encourages development by applying a portion of the sales and use tax revenues generated at the new hotel to the development s debt financing; and, WHEREAS, the requirements for Manassas Gateway Hotel to qualify for and to receive gap financing are set forth in a proposed Performance Agreement between the City, Manassas Gateway Hotel and the Economic Development Authority of the City; and, WHEREAS, the Economic Development Authority is willing and able to assist in the administration of the gap financing program for the new hotel. NOW, THEREFORE, BE IT RESOLVED by the Council for the, Virginia that the attached Tourism Development Finance Program Performance Agreement between the, Manassas Gateway Hotel, LLC and the Economic Development Authority of the is hereby approved, and the Mayor is authorized to execute the Performance Agreement on behalf of the City, in form approved by the City Attorney. 15
ATTEST: Harry J. Parrish II On behalf of the City Council Of Manassas, Virginia Mayor Rose V.B. Spring Acting City Clerk Votes: Ayes: Nays: Absent from Vote: Absent from Meeting: 16
TOURISM DEVELOPMENT FINANCE PROGRAM PERFORMANCE AGREEMENT THIS PERFORMANCE AGREEMENT (the Agreement ) made and entered this day of, 2019, (the Effective Date ) by and among: A. CITY OF MANASSAS, VIRGINIA (the Locality ), a political subdivision of the Commonwealth of Virginia (the Commonwealth ); B. MANASSAS GATEWAY HOTEL, LLC (the Company ), an Indiana limited liability company authorized to transact business in the Commonwealth; and C. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF MANASSAS, VIRGINIA (the EDA ), a political subdivision of the Commonwealth. WITNESSETH: WHEREAS, the Company plans to develop a Tru branded hotel by Hilton, with approximately 98 rooms, located at 10500 Gateway Boulevard (the Project ), the relevant specifics of which are provided on Exhibit A attached hereto; and WHEREAS, Virginia Code 58.1-3851.1 (the Code Section ) provides a mechanism by which a tourism project may utilize specific funding streams to pay for Gap Financing as that term is defined in the Code Section and further defined in this Agreement; and WHEREAS, the Locality has completed the following steps as required by the Code Section to make the Project eligible to receive tax revenues authorized therein: 1. Pursuant to Virginia Code 58.1-3851, established a Tourism Zone in which the Project is located by ordinance adopted on November 28, 2016 (the Tourism Zone Ordinance ). 2. Adopted a tourism development plan (the Tourism Development Plan ) on March 11, 2019. 3. Adopted an ordinance on March 11, 2019 (the Endorsement Ordinance ) endorsing the Project to address a deficiency identified in the Tourism Development Plan and designating an amount equal to the revenues generated by a one percent (1%) Virginia Sales and Use tax on transactions taking place on the premises of the Project in order to help service Gap Financing; and 1 17
WHEREAS, in the Endorsement Ordinance, the Locality confirmed that it is willing to provide the required matching local revenues for the purposes and in furtherance of the Code Section; and WHEREAS, the Company has secured a minimum of seventy percent (70%) of funding for the Project through debt and equity; and Gap Financing will be necessary to meet the shortfall in funding for the Project between the debt and equity secured by the Company and the expected development costs all as more particularly described in Exhibit B attached hereto; and WHEREAS, as required by the Code Section and in furtherance of the public purposes for the same, the Parties agree to enter into this Agreement upon the terms and conditions set forth herein; and WHEREAS, the Locality and the EDA have agreed to offer, and the Company has agreed to accept, the incentives expressed in this Agreement in exchange for the performance promised within and required by the Agreement; and WHEREAS, the Company has further agreed to pay an Access Fee, as the same is required by the Code Section and hereinafter further defined. NOW, THEREFORE, in and for the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby mutually agree as follows: 1. Term of Agreement. The term of this Agreement shall run concurrently with the term of the Gap Financing obtained in connection with the Project (the Term ) and shall end at such time as the Gap Financing is: (i) paid in full at the expiration of the Term; or (ii) repaid prior to the expiration of the Term; or (iii) refinanced (except to obtain a more favorable interest rate, to extend the Term or obtain a new Term, and/or obtain other more favorable terms of the loan); or (iv) otherwise paid in full at any time. Notwithstanding the foregoing and expressly subject to the requirements of the Code Section, the Term of this Agreement shall in no event exceed twenty-five (25) years beyond its Effective Date. The EDA agrees to notify the Commonwealth Comptroller and the Commonwealth Tax Commissioner when the debt from the Gap Financing is retired and the Project is no longer eligible to receive tax revenues to repay such Gap Financing. 2. Required Capital Investment. The required capital investment and the Company s obligation to provide seventy percent (70%) of funding for the Project through other debt or equity are set forth in Exhibit B hereto (the Minimum Funding ). The Company shall at all times maintain in place the Minimum Funding throughout the term of the Gap Financing. 3. Public Contribution. As detailed in Exhibit B, the Parties have identified $1,500,000.00 for the Project as Gap Financing for purposes of this Agreement and expressly subject to the treatment required in the Code Section. Subject to appropriation, the EDA shall receive quarterly payments from the Locality in an amount equal to the revenues generated by a one percent (1%) Virginia Sales and Use Tax on transactions occurring on the premises of the Project (the Locality Contribution ) and quarterly payments from the Commonwealth, by way of 2 18
the Locality, in an amount equal to the revenues generated by a one percent (1%) Virginia Sales and Use Tax on transactions occurring on the premises of the Project (the Commonwealth Contribution, together with the Local Contribution, the Public Contribution ). 4. Access Fee. The Company will remit an amount equal to the revenues generated by a one percent (1%) Virginia Sales and Use tax on transactions taking place on the premises of the Project (the Access Fee ) to the EDA as soon as practicable but not later than thirty (30) days after EDA is in receipt of each quarterly Public Contribution. Failure to remit the Access Fee shall constitute Default as that term is defined herein. 5. Performance Incentive Payment. Together the Public Contribution and Access Fee shall hereinafter be referred to as the Performance Incentive Payment. The Performance Incentive Payment shall be paid by the EDA directly to the financial institution from which the Company acquired its Gap Financing. The EDA will not pay the Public Contribution to the financial institution unless and until it receives the Access Fee from the Company. The Performance Incentive Payment shall not be provided to the Company directly. The Performance Incentive Payment may only pay principal and interest due upon the Gap Financing and shall not be directed to pay any other fees or charges of any kind. The Performance Incentive Payment will be subject to any restrictions or limitation set forth in the Code Section, but so long as the requirements of the Code Section and the terms of this Agreement are met the Performance Incentive Payments shall continue to be made by the EDA. 6. Non-Recourse to EDA, Locality, and Commonwealth. As provided by the Code Section, the Company is responsible for the repayment of the Gap Financing, and there is no recourse for this debt against the EDA, the Locality, or the Commonwealth. Nothing in this Agreement shall be construed to create any privity of contract by and between the Company s Gap Financing lender and either the EDA, the Locality or the Commonwealth. 7. Non-Appropriation. It is understood and agreed between the Parties that the Locality and the EDA shall only be bound and obligated hereunder to the extent that funds required to be paid or remitted by the Locality or the EDA, as the case may be for each, are appropriated and budgeted by the appropriate governing body. 8. Project Information and Right to Audit. The Company shall provide any information required or needed to assist in obtaining certification by the Commonwealth Comptroller (the Comptroller ) or other appropriate officer of the EDA, for entitlement to the revenues generated by the Virginia Sales and Use tax, from both the Locality and the Commonwealth, on transactions taking place or arising from the Project. The Company shall file with the EDA, an annual report by March 1 of each year (the Performance Report ), which will contain sufficient detailed documentation to establish compliance with all criteria of this Agreement. The Performance Report shall be in form and substance as may be reasonably required by the EDA, the Locality or the Commonwealth. The EDA will submit an annual certification of the Company s performance under this Agreement to the Comptroller. The EDA shall have the right to audit (the Audit ) books and records (in whatever form they may be kept, whether written, electronic or other) specifically pertaining to gross sales figures 3 19
of the Project as relevant to this Agreement (including any and all documents and other materials, in whatever form they may be kept, which support or underlie those books and records), kept by or under the control of the Company, including, but not limited to, those kept by the Company, its employees, agents, assigns, successors and sub-users. Any EDA requested Audit will be at the expense of the EDA and will be conducted after reasonable advance written notification is given to the Company. The Company shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this Agreement and for at least five years following the completion of this Agreement, including any and all renewals thereof. The books and records, together with the supporting or underlying documents and materials, shall be made available, upon request, to the EDA, through their employees, agents, representatives or other designees, during normal business hours at the Company s office or place of business in Manassas, Virginia. In the event that no such location is available, then the books and records, together with the supporting or underlying documents and records, shall be made available for the Audit at a time and location in the office of the Commissioner of the Revenue of the or such other location as may be convenient for the EDA. In the event the Audit reveals that gross sales figures for the Project, as relevant to this Agreement, have been understate by more than 5%, the Company shall reimburse the EDA for the cost of the Audit, to include EDA s legal fees incurred in conducting such Audit. This paragraph shall not be construed to limit, revoke, or abridge any other rights, powers, or obligations relating to audit which the EDA may have under applicable federal, state or local statute, ordinance, regulation or agreement, whether those rights, powers or obligations are express or implied. 9. Default; Right to Cure. In the event of any default by the Company under this Agreement, the EDA or the Locality will provide written notice of default and the Company shall have a period of thirty (30) days to cure such default, provided however, if a nonmonetary default cannot be cured within such thirty (30) day period and the Company in good faith and with due diligence has commenced cure within such initial thirty (30) day period, then the EDA in its reasonable discretion may extend the cure period for an additional period not to exceed sixty (60) days in order to permit the Company to continue to cure such default, provided further, that the total time period to cure shall default not exceed ninety (90) days. If such default is not cured, then the EDA or the Locality shall notify the Commonwealth Comptroller and as its sole and exclusive remedy against the Company under this Agreement and either the EDA or the Locality may thereafter revoke or terminate this Agreement. Upon any termination or similar event, any Performance Incentive Payment earned to the date of such notice of default shall be processed and provided in accordance with this Agreement. 10. Entire Agreement; Amendments. This Agreement constitutes the entire agreement among the parties hereto and may not be amended or modified, except in writing, signed by each of the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Company may not assign its rights and obligations under this Agreement without the prior written consent of the Locality and the EDA, which may be granted or withheld at the sole and absolute discretion of the EDA or the Locality. 11. Governing Law; Venue: This Agreement is made, and is intended to be performed, in the Commonwealth and shall be construed and enforced by the laws of the Commonwealth. Jurisdiction and venue for any litigation arising out of or involving this Agreement shall lie in the 4 20
Circuit Court of Prince William County, and such litigation shall be brought only in such court. 12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall be one and the same instrument. 13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, invalid or illegal, then the enforceability, validity and legality of the remaining provisions of this Agreement will not in any way be affected or impaired, and to the extent permitted by applicable law, such unenforceable, invalid or illegal provision may be interpreted or rewritten by a court of competent jurisdiction to reflect the original intentions of the parties as nearly as possible, or if the same is not permitted by applicable law, such unenforceable, invalid or illegal provision shall be fully stricken from this Agreement. 14. Attorney s Fees. Attorney s fees shall be paid by the party incurring such fees. In the event of litigation relating to the subject matter of this Performance Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys fees, costs and expenses. 15. Notices. Formal notices and communications between the Parties shall be given either by (i) personal service, (ii) delivery by a reputable document delivery service that provides a receipt showing date and time of delivery, (iii) mailing utilizing a certified or first class mail postage prepaid service of the United Commonwealths Postal Service that provides a receipt showing date and time of delivery, or (iv) delivery by facsimile or electronic mail (email) with transmittal confirmation and confirmation of delivery, addressed as noted below. Notices and communications personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices and communications mailed shall be deemed effective on the second business day following deposit in the United Commonwealths mail. Notices and communications delivered by facsimile or email shall be deemed effective the next business day, not less than 24 hours, following the date of transmittal and confirmation of delivery to the intended recipient. Such written notices and communications shall be addressed to: if to the Company, to: Holladay Properties 227 South Main St., Suite 300 South Bend, IN 46601 Email: thealy@holladayproperties.com Attention: Tim Healy if to the Locality, to:, Virginia 9027 Center Street Manassas, Virginia 20110 Email: ppate@ci.manassas.va.us Attention: W. Patrick Pate, City Manager with a copy to: Holladay Properties 11159 Air Park Road, Suite 2 Ashland, VA 23005 Email: ahaynes@holladayproperties.com Attention: Austin Haynes with a copy to:, Virginia 9027 Center Street Manassas, Virginia 20110 Email: cbrown@ci.manassas.va.us Attention: S. Craig Brown, City Attorney 5 21
if to the Authority, to: Economic Development Authority of the, Virginia 9027 Center Street Manassas, VA 20110 Attention: Chair with a copy to: Economic Development Authority of the, Virginia c/o, Virginia 9027 Center Street Manassas, Virginia 20110 Attention: Director of Economic Development [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 6 22
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the EDA, and the Company as of the date first set forth above. LOCALITY: CITY OF MANASSAS, VIRGINIA, a political Subdivision of the Commonwealth of Virginia By: Name: Title: COMMONWEALTH OF VIRGINIA City/County of, to-wit: The foregoing Performance Agreement was acknowledged before me this day of, 20, by, in his/her capacity as the of the, Virginia, a political subdivision of the Commonwealth of Virginia. NOTARY PUBLIC My Commission Expires: My Registration Number: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: City Attorney 7 23
EDA: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF MANASSAS, VIRGINIA By: Name: Title: COMMONWEALTH OF VIRGINIA City/County of, to-wit: The foregoing Performance Agreement was acknowledged before me this day of, 20, by, in his her capacity as Chair / Vice Chair of the Economic Development Authority of the, Virginia, a political subdivision of the Commonwealth of Virginia. NOTARY PUBLIC My Commission Expires: My Registration Number: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: EDA Attorney 8 24
COMPANY: MANASSAS GATEWAY HOTEL, LLC, a limited liability company By: Name: Timothy E Healy Title: Managing Member STATE OF City/County of, to-wit: The foregoing Performance Agreement was acknowledged before me this day of, 20, by, in his/her capacity as the of Gateway Hotel, LLC, a limited liability company. NOTARY PUBLIC My Commission Expires: My Registration Number: 9 25
EXHIBIT A PROJECT DESCRIPTION 10 26
TOURISM DEVELOPMENT FINANCING PROGRAM APPLICATION TRU BY HILTON-MANASSAS MANASSAS, VA FEBRUARY 20, 2019 27
TRU BY HILTON-MANASSAS PROJECT NARRATIVE FEBRUARY 20, 2019 PROJECT SUMMARY: Manassas Gateway Hotel LLC seeks $1,500,000 of gap financing from the Commonwealth of Virginia s Tourism Development Financing Program ( TDFP ) for development of a 98-room Tru by Hilton Hotel in Manassas, VA. The future hotel is located on a 2.3 acre site in the Gateway development area which is less than a mile from the 1600-acre Innovation Park that is home to Micron Technology, Lockheed Martin, BAE Systems, George Mason University s Prince William Campus and the soon-to-be site of the US Tennis Association s new regional headquarters and training facility. The 2.1million square foot Innovation Park campus also houses research & data centers, government agencies and federal contractors. The proposed hotel will be more closely located to the aforementioned firms than the existing inventory of hotels in the Manassas marketplace. The Tru by Hilton-Manassas is also located two miles north of the Manassas Regional Airport, placing it closer to that heavily-travelled air facility than competing hotels. Tru by Hilton is Hilton s new midscale brand, which caters to the millennial traveler for both business and leisure travel. There are approximately 100 Tru hotels nationwide with 400 more in the pipeline; the first Tru hotels were opened in 2017. The $13.95million development is fully entitled and is expected to break ground in 2019. DEVELOPER SUMMARY The project developer, Manassas Gateway Hotel LLC, is a single asset entity which holds the franchise rights for the proposed Tru by Hilton-Manassas and is comprised of partners of Holladay Properties ( HP ) and a select group of outside investors. HP is manager of Manassas Gateway Hotel LLC. HP is an experienced hospitality owner and development firm. The Tru by Hilton-Manassas hotel will be the 17 th hotel in HP s hospitality portfolio and the second Tru by Hilton (the other project is a 140-key Tru by Hilton under construction in Baltimore s Inner Harbor market), which includes Hilton, Marriott and IHG franchises in Virginia, Indiana and Illinois. Please see attached resume for more information. South Bend Indianapolis Chicago/Portage Richmond Nashville www.holladayproperties.com 28
EXHIBIT B QUALIFIED GAP FINANCING 11 29
VA Tourism Development Grant Program Tru by Hilton Manassas, VA Sources and Uses of Funds 02/20/19 SOURCES: Equity Source 1 $ 2,092,200 Equity Source 2 Debt Financing Source 3 $ 10,356,100 Debt Financing Source 4 Gap Financing Source 5 $ 1,500,000 Total Source of Funds $ 13,948,300 USES: Uses of Funds 1-Site Acquisition Costs $ 1,210,640 Uses of Funds 2-Construction Costs $ 8,966,800 Use of Funds 3-FF&E $ 1,480,000 Use of Funds 4-Soft Costs $ 2,290,860 Use of Funds 5 Total Use of Funds $ 13,948,300 (Total Project Costs) Sources of Funds: Equity Source 1 $ 2,092,200 Equity Source 2 $ - Debt Financing Source 3 $ 10,356,100 Debt Financing Source 4 $ - Total Debt and Equity Sources of Funds $ 12,448,300 Total Use of Funds $ 13,948,300 (Total Project Costs) Debt and Equity Sources/Project Cost 89% 30
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Manassas City Council 9027 Center Street Manassas, VA 20110 Meeting Date: March 11, 2019 Time Estimate: Agenda Title: Recommendation: Motion: Date Last Considered by City Council: Summary and/or Comments: Board Committee or Commission Reviewed: Fiscal Impact: Staff Contact: 10 Minutes Resolution #R-2019-44: A Resolution Approving a License Agreement Between the and the Greater Manassas Baseball League, Inc. for the Use of the E.G. Smith Baseball Complex Approve I move that Resolution #R-2019-44 be approved. March 26, 2018 The Manassas City Council annually grants an exclusive license agreement to the Greater Manassas Baseball League to operate at the E.G. Smith Ballfields. In this year s renewal, the Staff is recommending two substantial changes including 1) that would allow the City Manager to sign up to four additional years if there are no changes to the agreement and 2) language to address the issue of signage at the facility that highlights financial and in-kind sponsors of GMBL. Land Use Committee February 28, 2019 (Recommended Proceeding with Approval) The license agreement addresses the fee agreement for the team. There are no changes proposed to fee agreement from last year. Craig Brown, City Attorney cbrown@manassasva.gov (703) 257-8208 Kisha Wilson-Sogunro, Parks, Culture and Recreation Manager kwilson@manassasva.gov (703) 257-8240 32
MOTION: March 11, 2019 Regular Meeting SECOND: Res. No. R-2019-44 RE: A RESOLUTION APPROVING A LICENSE AGREEMENT BETWEEN THE CITY OF MANASSAS AND THE GREATER MANASSAS BASEBALL LEAGUE, INC. FOR THE USE OF THE E.G. SMITH BASEBALL COMPLEX WHEREAS, the Greater Manassas Baseball League, Inc. ( GMBL ) is a charitable non-profit organization that operates baseball and softball leagues for the youth of Manassas, Manassas Park and Prince William County; and, WHEREAS, the ( City ) owns the E.G. Smith Baseball Complex that includes eight playing fields which have previously been licensed by the City for use by GMBL; and, WHEREAS, GMBL has requested the use of the fields for the playing seasons beginning March 1, 2019 and ending November 1, 2019; and, WHEREAS, the City is willing to grant a license to GMBL for the use of the E.G. Smith Baseball Complex in 2019 pursuant to the terms and conditions set forth in the attached License Agreement, which also allows renewals of the License by the City Manager for up to four (4) oneyear terms. NOW, THEREFORE, BE IT RESOLVED by the Council for the, Virginia that the attached License Agreement between the City and Greater Manassas Baseball League, Inc. is hereby approved, and the Mayor is authorized to execute the License Agreement on behalf of the City, in form approved by the City Attorney. ATTEST: Harry J. Parrish II Mayor on behalf of the City Council of Manassas, Virginia Rose V.B. Spring, Acting City Clerk 33
Votes: Ayes: Nays: Absent from Vote: Absent from Meeting: 34
Department of Community Development DRAFT 3-1-2019 LICENSE AGREEMENT THIS LICENSE AGREEMENT made this 25 th day of February, by and between the CITY OF MANASSAS, a Municipal Corporation of the Commonwealth of Virginia ( City ), and the GREATER MANASSAS BASEBALL LEAGUE, INC., a Virginia Corporation ( GMBL ), for the promotion of youth baseball activities and use of the E.G. Smith Baseball Complex. This License Agreement shall replace and supersede those previously signed. WITNESSETH That for and in consideration of the mutual promises and undertakings hereinafter set forth, and subject to the limitations, conditions and restrictions hereinafter provided, the City hereby grants permission or authority to GMBL to use the E.G. Smith Baseball Complex, which includes eight baseball fields and associated available parking, concession stand and restrooms and is located at the intersection of Nokesville Road and Godwin Drive (the Complex ) for the purposes hereinafter set out and for the term hereinafter stated as follows: 1. GMBL shall, without possessing any estate or interest therein, have exclusive use of the Complex during the two playing seasons as defined below for the purpose of playing/sponsoring baseball and softball games or practice. When scheduling the fields, GMBL will coordinate with City maintenance staff to permit adequate access to perform routine and special turf maintenance tasks. Page 1 of 8 35
Department of Community Development DRAFT 3-1-2019 2. The parties agree that currently there are two playing seasons i.e. (i) March 1 through August 31, 2019, and (ii) September 1 through November 1, 2019. 3. During the two playing seasons GMBL will not be required to pay a user fee to the City for the use of the fields at the Complex, in recognition of the amount of maintenance that GMBL will perform at the facility. GMBL shall still be responsible for a user fee for the use of any other athletic field in the City at the published rate. 4. GMBL is authorized to and hereby agrees to use and maintain the building containing a refreshment stand, restrooms, and storage room, which building will be under the exclusive control of GMBL. GMBL agrees to be responsible for maintenance of the said building. GMBL shall provide such supplies as may be needed for the use of the same. City shall not be required to furnish towels, soap, equipment or any other supplies. GMBL assumes full responsibility for the security of the said building and restrooms occupied by it and agree that any property brought to the Complex shall be at the risk of the owner of the property brought to the Complex or GMBL. 5. GMBL agrees to pay the cost of keeping the grounds of the Complex free of trash, litter and debris including for weekend tournaments. City will provide a commercial trash dumpster and recycling dumpster of a suitable size that will be emptied three (3) times per week. GMBL agrees to pay the cost of litter patrol and trash/recycling receptacle service provided by private service company. GMBL agrees to maintain the grounds of the Complex to the extent of mowing inside the exterior fence. The City will be responsible for maintaining the exterior fence (but not signs Page 2 of 8 36