City Council

AGENDA--CITY COUNCIL CITY OF MARTINSVILLE, VIRGINIA Council Chambers – Municipal Building 5:00pm Work Session 6:00pm Executive Session 7:00pm Regular Session Tuesday February 13, 2024 5:00 pm – WORK SESSION / BRIEFING 1. Discuss Consent Agenda Items 2. Briefings and Presentations A. MiNET 3. Quarterly Department Updates: A. Fire Department B. Emergency Management 6:00 pm – EXECUTIVE SESSION 1. 2.2-3711.A.3: Discussion or consideration of the acquisition of real property for a public purpose or disposition of publicly held real property, where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of the public body. 2. 2.2-3711.A.5: Discussion concerning a prospective business or industry or the expansion of an existing business or industry where no previous announcement has been made of the business or industry's interest in locating or expanding its facilities in the community concerning 51 Lester Street. 7:00 pm - Regular Session 1. Call to Order 2. Pledge to the American Flag by Council Member Tammy Pearson. 3. Invocation – Bishop Wesley Childress, Sr of True Bread Worship Center 4. Regular agenda or New business A. Presentation of the Annual Comprehensive Financial Report (FY2023) B. Consideration of Amendments to Nuisance Code Ordinance C. Aaron Mills Senior Housing Project Update and consier setting a public hearing for February 27, 2024 D. Fiscal Year 2024-25 Budget Calendar 5. Communications from Visitors / Business from the Floor The public comment portion of the Council meeting provides citizens the opportunity to discuss matters relevant to the operation of the City, which are not listed on the printed agenda. Citizens who wish to participate in a meeting’s public comment period may do so by emailing their comments to Karen Roberts, Clerk of Council, at kroberts@ci.martinsville.va.us, calling in their comments to 276-403-5182, faxing comments to 276-403-5280,or mailing comments to City of Martinsville, attn.: Karen Roberts, P.O. Drawer 1112, Martinsville, VA 24114. Comments must be received by 12:00noon February12, 2024. Citizens may also request to speak at the Council meeting in the same manner. Comments, or a request to speak, must be  received by noon the day before a Council meeting for consideration by Council at the meeting. Any person submitting comments or requesting to speak must identify themselves by name and address, including zip code, limit their remarks to 3 minutes or less (as read aloud), address a topic of City business, and refrain from making any personal references or accusations of a factually false and/or malicious nature. Priority for comments AGENDA--CITY COUNCIL CITY OF MARTINSVILLE, VIRGINIA Council Chambers – Municipal Building 5:00pm Work Session 7:00pm Regular Session DATE is given to City residents, taxpayers, and business owners. Speakers may not yield time. Groups of speakers on the same topic must designate a single representative. Comments violating these rules may not be presented at the Council meeting. Any speaker violating these rules may be removed from the podium or from the Council chamber. This policy does not apply to public hearings, at which any citizen of Martinsville may appear and speak on the subject of the public hearing. 6. Comments by Members of City Council (5 mins) 7. Communications A. City Manager B. City Attorney C. Deputy City Clerk D.Monthly Financial Update 8. Adjournment  STAFF REPORT MEETINGS: February 13, 2024 TITLE: MINet Expansion Area 7 STAFF RESPONSIBLE Michael A Scaffidi BACKGROUND/HISTORY Council Requested Plans on Broadband Expansion. MINet recognized the Forest Park Area, or Zone 7 as indicated on our mapped area as the first targeted area. POLICY EXPLANATION FISCAL IMPACT/FUNDING SOURCE Possible additional funding for the City of Martinsville. AVAILABLE BUDGET PURCHASE AMOUNT N/A at this time $800,000 ACTION REQUESTED/ALTERNATIVES: 1. No Alternatives ATTACHMENTS: 1. MINet – Mulberry Zone 7 1  STAFF REPORT MEETINGS: February 13, 2024 TITLE: Presentation of the Annual Comprehensive Financial Report (FY2023) STAFF RESPONSIBLE Mandy McGhee, Director of Finance BACKGROUND/HISTORY Michael Lupton, Partner at Robinson, Farmer, Cox, and Associates will review the auditor’s required communication with City Council as required in performance of the audit of fiscal year ended June 30, 2023. Mr. Lupton will cover audit engagement, responsibilities, and details of performing the audit for the City of Martinsville. POLICY EXPLANATION Chapter 12. Budget, Accounting and Audit. § 2. By ordinance, the City council shall not later than July First, Nineteen Hundred and Fifty (1950), provide for a thorough system of post audit of all expenditures, receipts and financial affairs of the City. The council shall cause this work to be done by a Certified Public Accountant of their selection and appointment or the Auditor of Public Accounts of the Commonwealth of Virginia. The council may direct an audit of any or all financial records at any time, but they shall cause a complete audit to be made of all accounts, books, records, and financial transactions of the City at least once each fiscal year. FISCAL IMPACT/FUNDING SOURCE The final audited number will result in adjustments to the City Funds Balance and reappropriation of funds that were project specific. AVAILABLE BUDGET PURCHASE AMOUNT NA NA ACTION REQUESTED/ALTERNATIVES: 1. Council will Accept the Report 2. Council will not Accept the Report 3. Other Action as Approved by City Council ATTACHMENTS: 1. Audit Document will be provided by Auditor at City Council Meeting. 1  STAFF REPORT MEETINGS: February 13, 2024 TITLE: Consideration of Amendments to Nuisance Code Ordinance STAFF RESPONSIBLE Keith Holland, Community Development Director BACKGROUND/HISTORY The City Council has placed an emphasis on addressing blight and stronger enforcement of public nuisance violations throughout Martinsville. The Interim City Manager Glenn Adams asked the Community Development staff, working in conjunction with the City Attorney, to strengthen and revise the applicable Martinsville Code sections to address necessary changes, particularly concerning excessive growth of vegetation on parcels in the City limits. With spring approaching and the growing season soon to follow, this ordinance revision will address several needed improvements over the existing city code language. POLICY EXPLANATION Overgrown vegetation on both developed and vacant lots is a cause of blight and deterioration of property and can lead to public health and safety concerns and complaints. The Community Development Department has personnel to address compliance with both property and building maintenance codes. The previous ordinance granted authority to the Public Works Director to abate these nuisance issues. The revised ordinance places this responsibility with the Community Development Director and better addresses nuisance violations under City Code sections 13-37, 15.2-21 and 15.2.22. FISCAL IMPACT/FUNDING SOURCE No additional costs are expected. The ordinance may perhaps provide cost savings usually incurred with frequent violators by reseeding with clover or other slow-growth vegetation for chronic violators of high grass and weeds AVAILABLE BUDGET PURCHASE AMOUNT Not Applicable Not Applicable ACTION REQUESTED/ALTERNATIVES: 1. Staff recommends approval of the attached ordinance ATTACHMENTS: 1. Ordinance #------ 1  City of Martinsville, Virginia Ordinance No. 2023-___ WHEREAS, the City of Martinsville is empowered through Chapter 1, Section 2-20 of the Martinsville City Charter to compel the abatement and removal of all public nuisances within the city; to require all lands, lots and other premises within the city to be kept clean, sanitary and free from weeds; and generally to define, prohibit, abate, suppress and prevent all things detrimental to the health, morals, comfort, safety, convenience and welfare of the inhabitants of the city; and, WHEREAS, the City of Martinsville is likewise empowered pursuant to § 15.2-901 and of the Code of Virginia, 1950, as amended, to require that owners of occupied or vacant undeveloped or developed property within the city to cut the grass, weeds and other vegetative growth on such property or any part thereof at such time or times as the City Council may prescribe; and, WHEREAS, the City of Martinsville is further empowered pursuant to § 15.2-1115 of the Code of Virginia, 1950, as amended, to compel the abatement or removal of all nuisances, including but not limited to the removal of weeds from private and public property; to abate such nuisances at the cost of noncompliant landowners; and to assess liens against properties for such abatement expense; and, WHEREAS, the Council of the City of Martinsville has determined that the excessive and untrimmed growth of grass, weeds and invasive or noxious vegetation on real property located within the city tends to accumulate trash, debris and litter; tends to harbor or serve as a breeding ground for mosquitos, rodents and other animals harmful to public health; tends to diminish neighborhood housing values and is otherwise injurious to the public health, safety and welfare and constitutes a public nuisance. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of -Martinsville, Virginia, in Regular Session held ______, 2023 that Sections 13-37, 15.5-21 and 15.5-22of the Code of the City of Martinsville be amended to hereafter read as follows: Sec. 13-37. Excessive growth of grass, weeds, etc., on real property within the City. (a) It shall be the duty of the owner of any parcel of land in the city to cut or cause to be cut all grass, weeds or like vegetative growth so that such growth at no time exceeds a height of ten (10) inches above the ground for a depth of one hundred fifty (150) feet measured from the property line abutting a city-maintained public street, at an angle of ninety (90) degrees with such property line. (1) Such vegetative growth shall be cut as often as necessary to comply with the standards stated herein, which shall be no less frequent than two (2) times per year, with a cutting to occur at least once between May 15 and June 15; and another cutting to occur at least once between August 1 and September 1. (b) The director of community development may grant a variance from these requirements upon a determination that steep slopes or terrain make it impractical to cut such vegetative growth as described above provided that the intent of these requirements is complied with. (c) Should the owner of any such property fail or refuse to abide by this requirement, the director of community development shall give a written notice to such owner requiring him to cut or have cut such grass, weeds or vegetative growth within fifteen (15) days after the date of the notice. (d) The notice referred to in subsection (b) above shall be given to the owner in the same manner permitted under Section 15.5-22 of the Code of the City of Martinsville. Page 1 of 4 (e) Upon the failure or refusal of the owner, after serving of the notice pursuant to this section, to cut or cause to be cut the grass, weeds or vegetative growth within the time provided, the director of community development may have the necessary work done by city employees or city agents under contract. All of the actual costs and expenses of such work, plus the cost of serving the notice, shall be chargeable to and paid by the owner of the property. Any bill sent to the owner which is not paid within thirty (30) days shall be transmitted to the city treasurer, who shall include such bill in the next regular real estate tax bill sent to the owner. Every such charge with which the owner has been assessed and which remains unpaid after the deadline for the payment of the next installment of real estate taxes shall constitute a lien against such property; provided, however, that such lien shall be recorded in the same manner as liens for real estate taxes are recorded. It shall be the duty of the city treasurer to assure the proper recording of any such lien. (f) The failure or refusal of any property owner to comply with the terms of any notice to cut grass, weeds or other growth served pursuant to this section shall constitute a Class 4 misdemeanor. In any prosecution, there shall be a rebuttable presumption that any growth exceeding three (3) feet in height creates a potential threat to public health or safety. Nothing herein shall constitute an election of remedies or prevent the City from maintaining a civil action to require the owner or occupant of any property in violation of this section to remedy and abate such violation. (g) Nothing in this section shall be construed to require the cutting of any tree or ornamental shrubbery, unless it is creating a safety hazard. (h) Nothing in this section shall be deemed to require the cutting of growth on a wooded lot which is covered by tree canopy at the time of enforcement primarily containing existing trees 4 inches or more in diameter, or upon a lot which is being returned to a wooded state pursuant to a landscaping plan approved by the Zoning Administrator. (i) In the event that the director of community development finds it necessary to abate violations of this section in accordance with subsection (c) herein, upon the fourth such abatement within a calendar year for any specific parcel the director of community development may have such property reseeded in non-invasive clover or other non-invasive, low-growth vegetative cover as the director deems appropriate. Charter reference(s)—Authority of city to require premises be kept clean, sanitary and free from weeds, Ch. 1, § 2(20). Cross reference(s)—Penalty for Class 4 misdemeanor, § 1-11; removal or screening of accumulations of waste material on private property, § 18-2. State law reference(s)—Authority for above section, Code of Virginia, §§ 15.2-901, 15.2-1115. Sec. 15.5-21. Nuisances prohibited; term defined. It shall be unlawful for the owner or owners, occupant or occupants of any property or premises located in the city to create, cause, or permit the continuation of any nuisance. The term "nuisance" to include, without limitation, the examples set forth as follows: (1) Any condition which is breeding ground or harbor for mosquitoes or a breeding ground for rats or other pests. Page 2 of 4  (2) Any place of weeds, grass or other noxious vegetation over ten (10) inches in height that is within one hundred fifty (150) feet of an inhabited residence or other occupied structure or within one hundred fifty (150) feet of the front property line of any parcel of land, measured at an angle of ninety (90) degrees from the property line abutting a city-maintained street. (3) An open place of collection of water where insects tend to breed. For the purposes of this chapter, an "open place of collection of water" shall be held to mean and be that contained in ditches, pools, ponds (natural or artificial), excavations, holes, depressions, open cesspools, privy vaults, fountains, cisterns, tanks, shallow wells, barrels, troughs, urns, cans, boxes, bottles, tubs, buckets, partially disassembled vehicles, defective house roof gutters, tanks of flush closets or similar containers. (4) An open place of combustible items such as mattresses, boxes, paper, automobile tires and tubes, garbage, trash, refuse, brush, debris from the clearing or grading of lots, old clothes, rags or any other combustible materials or objects of a like nature. An accumulation of more than forty (40) used automobile tires in any open place shall constitute a nuisance. (5) An open place of collection of garbage, food waste, animal waste or other rotten or putrescible matter of any kind. (6) Any furniture, appliance or other metal products of any kind or nature openly kept which have rough or jagged edges of metal or glass. (7) Any furniture or other articles not specifically intended for outdoor use or exposure to the elements and which would tend to absorb or retain moisture thereby attracting insects, pests or vermin. (8) Any accumulation of rubbish, trash, old building materials or junk causing or threatening to cause a fire hazard, or causing or threatening to cause the accumulation of stagnant water, or causing or threatening to cause the inhabitance of mice, snakes or vermin of any kind which may be dangerous or prejudicial to the public health. (9) Any condition detrimental to the public health which violates the rules and regulations of the health department. Nothing in this section shall be deemed to require the cutting of growth on a wooded lot which is covered by tree canopy at the time of enforcement primarily containing existing trees 4 inches or more in diameter, or upon a lot which is being returned to a wooded state pursuant to a landscaping plan approved by the Zoning Administrator. The code official heretofore designated by council to enforce the building maintenance code in the city and alternatively the city attorney are hereby vested with discretionary authority to decline to undertake enforcement of this section with respect to nuisances which are (a) deemed to be of a private nature between neighboring property owners, or (b) deemed not to constitute a public nuisance, or (c) not visible to the unaided eye from street or ground level outside the boundaries of the property on which the subject nuisance exists. Sec. 15.5-22. Notice of abatement; correction by city. (a) Whenever it shall be reported to the code official heretofore designated by council to enforce the building maintenance code in the city that there exists on any lot or parcel of land in the city any such nuisance, he shall forthwith give the owner or owners, occupant or occupants of said premises written notice to promptly remove, raze, or abate such nuisance and specify a reasonable time for Page 3 of 4  such discontinuance or abatement. The council conclusively finds that three (3) days from the receipt of such notice is a reasonable amount of time for completion of removal razing or abatement of any nuisance, and also finds any longer period prescribed by the notifying official to be reasonable. Such notice shall be in writing and shall be served upon the owner or owners, occupant or occupants by mailing a copy thereof to the last known post office address of said person or persons, or by delivery in person or by delivering it and leaving it in possession of any person in charge of the premises, or by posting the notice in a conspicuous place on the premises if such person or persons cannot be found on said premises; and if the person or persons receiving the notice to abate fail to comply within the given period of time, the code official shall cause the corrections to be made, either through other city agencies or by contract or arrangement with private persons, and charge and collect the cost thereof from the owner or owners, occupant or occupants of the property affected in any manner provided by law for the collection of state or local taxes. (b) In the event that the director of community development finds it necessary to abate violations of section 15.5-21 of the city code in accordance with subsection (a) herein, upon the fourth such abatement within a calendar year for any specific parcel the director of community development may have such property reseeded in non-invasive clover or other non-invasive, low-growth vegetative cover as the director deems appropriate. Adopted upon second reading this ___ day of January, 2024. This ordinance shall become effective after ten days have elapsed from the date of adoption recited herein. ********* Attest: ______________________________ Karen Roberts, Clerk of Council Page 4 of 4  STAFF REPORT MEETINGS: February 13, 2024 TITLE: Aaron Mills Senior Housing Project Update and consider setting a public hearing for February 27, 2024 STAFF RESPONSIBLE Keith Holland, Community Development Director BACKGROUND/HISTORY The City of Martinsville has been working with Landmark Assets for over four years to provide a donation of land on Aaron Street for the development of 64 units of senior housing. The project was delayed due to the COVID-19 pandemic in 2020 but is now ready to move forward. The property is one of only a few held by deed of the Martinsville Land Bank Authority. Upon advice from the City Attorney, the current Land Bank Authority, which was established by Ordinance in 2018, appointed members of the City Council to serve as the Authority. After review by our City Attorney Sand Andersen, it was determined that Virginia Law prohibits the City Council from appointing themselves to Boards and Commissions. At the same time, under the previous Administration, several properties were conveyed to the Land Bank Authority. To address the Land Bank challenge, the City Attorney has recommended re-establishing the Authority with a non-City Council appointee to allow for the transfer of properties to the City to dispose of the property for further housing and economic development opportunities. Once appointed, the Land Bank Authority would transfer all held properties to either the Martinsville Redevelopment and Housing Authority or the Industrial Development Authority. With the Aaron Mill project, the land would need to be transferred to the Redevelopment Authority and then conveyed to the developer to move forward. As part of this process, the City has committed to a loan of $500,000 to support the project, which would need to be administrated by the Martinsville Housing and Redevelopment Authority. POLICY EXPLANATION Ordinance No. 2018-5 Establishing Martinsville Land Bank Authority FISCAL IMPACT/FUNDING SOURCE ARPA funds were designated in April 2022. 1  STAFF REPORT AVAILABLE BUDGET PURCHASE AMOUNT TBD $500,000 ACTION REQUESTED/ALTERNATIVES: 1. Set a Date for a Public Hearing to Re-Establish the Martinsville Land Bank Authority ATTACHMENTS: 1. Draft Resolution for Donation Option Agreement 2. Draft Donation Option Agreement 2  PROPERTY DONATION OPTION AGREEMENT THIS PROPERTY DONATION OPTION AGREEMENT (this “Agreement”), dated ________ _____, 2024, by and between MARTINSVILLE REDEVELOPMENT AND HOUSING AUTHORITY, a Virginia political subdivision (“Donor”), and AARON STREET LOFTS, LLC, a North Carolina limited liability company (“Donee”). RECITALS: WHEREAS, Donor is a political subdivision of the Commonwealth of Virginia and possesses the authority to make loans and grants and dispose of real property for its purposes, which include the promotion of the construction of residential buildings including affordable housing; and WHEREAS, Donee is a single purpose entity North Carolina limited liability company whose managing member is in the business of developing housing, including housing for senior citizens, and has the requisite resources and expertise to undertake at the Property (as defined below) the design, acquisition and construction of a residential apartment complex with not less than fifty units and related facilities, for senior citizens and persons with qualifying disabilities, such development to also constitute affordable housing under applicable guidelines (together, the “Project”); and WHEREAS, Donor and Donee expect to enter into a Loan Agreement with Donor, in the form attached hereto as Exhibit C (the “Loan Agreement”), pursuant to which upon completion of construction of the Project, Donor may make a loan to Donee in the amount of $500,000 (the “Loan”), such Loan being secured by a deed of trust in first lien position on the Property in favor of Donor, the proceeds of which loan will be used to reimburse Donee in part for Project development and construction costs; and WHEREAS, the Donor and Donee agree that funds sufficient for Donor to make such Loan to Donee need to be received by Donor from the City of Martinsville, Virginia (the “City”), and that such funds have been received by the City from the federal government pursuant to the American Rescue Plan Act of 2021 (“ARPA”). WITNESSETH: That for and in consideration of the sum of ten dollars ($10.00), and in further consideration of the mutual promises and conditions expressed below, Donor hereby agrees to donate to Donee, subject to the terms, conditions and provisions hereinafter stated, that certain real property located in the City of Martinsville, Commonwealth of Virginia more particularly described on Exhibit A attached hereto and incorporated herein (the "Property"). NOW, THEREFORE, the parties hereto agree each with the other as follows: 1. Term. The term of this Agreement (the “Term”) shall commence on the date hereof (the “Effective Date”) and shall continue through and until April 30, 2024 (the “Option Expiration Date”). 1 2. Inspections. Beginning on the Effective Date, Donee shall have the right to enter upon and inspect the Property, at Donee's expense, at any reasonable time and for any purpose, at any time prior to the Closing (defined below). In connection therewith, Donee, its agents, employees or other representatives shall have the right to enter upon the Property for the purpose of making such surveys, engineering, topographical, grading, geological, environmental and other tests and measurements including, but not limited to, topographical and boundary surveys, title searches, soil tests, percolation tests and subsoil tests (collectively, "Studies"), as Donee deems necessary or advisable, without cost to Donor. Donee agrees to indemnify against and hold Donor harmless from any claims, demands, damages, losses, liabilities, suits, actions, costs and expenses, including, without limitation, reasonable attorney's fees, arising out of or in connection with or related to any entry upon the Property by Donee, or any agents, contractors, or employees of Donee. Donee shall not be responsible for, or be required to indemnify Donor for, the condition of the Property existing before the date of this Agreement. If Closing does not occur, Donee, at its own expense, shall promptly repair any damage to the Property caused by any of its Studies. Donor agrees to provide reasonable cooperation and assistance to Donee in connection with any such inspections. If the results of any such inspection shall be unsatisfactory to Donee, in Donee’s reasonable discretion, then Donee shall give written notice to Donor of such objections, and, within fifteen (15) business days of Donor’s receipt of such notice, Donor shall deliver to Donee written notice of Donor’s intention to either (i) remediate such objectionable conditions to Donee’s reasonable satisfaction or (ii) refuse to remediate such objectionable conditions. In the event that the Donor refuses to remediate such objectionable conditions or, after notifying Donee of its intention to do so, fails to timely and satisfactorily remediate such conditions, then Donee, in its sole discretion, shall have the option of terminating this Agreement at any time prior to Closing by giving written notice to Donor. 3. Donor's Representations and Warranties. Donor makes the following representations and warranties which are true as of this date and, except as caused by any act or omission of Donee, shall remain true at Closing: (a) There are no parties presently in possession of any portion of the Property, and at Closing, possession of the Property will be delivered to Donee free and clear of any rights of any parties in possession; (b) There is no pending, nor to the best knowledge of Donor, threatened, litigation or administrative proceeding by or against Donor which could adversely affect title to the Property or any part thereof, or the ability of Donor to perform any of its obligations hereunder; (c) Donor has received no written notice of any pending action by any governmental authority or agency having the power of eminent domain, which might result in any part of the Property being taken by condemnation or conveyed in lieu thereof. Donor shall, promptly upon receiving any such notice, give Donee written notice thereof; (d) Donor has received no written notice of any action, suit or proceeding pending or threatened in writing against, by or affecting Donor’s right to transfer the Property or the title of the Property; 2 (e) At Closing, Donor shall terminate, and be responsible for any payments due with respect thereto, all its contracts affecting the Property, unless Donee agrees in writing to assume any such contracts; and (f) There are no unwritten or unrecorded leases, easements, licenses, or agreements of any kind or nature which grant any rights whatsoever to any individual(s) or entity(ies) with respect to the Property. 4. Donee’s Representations and Warranties (a) Donee agrees that should it exercise of the Option, the Property shall be conveyed to Donee as-is, where-is and with all faults. (b) Donee shall not exercise the Option unless and until all of the Donation Conditions have been satisfied to Donee’s satisfaction, in its sole discretion. Donee’s exercise of the Option shall constitute waiver of any and all unsatisfied Donation Conditions. (c) Donee represents and warrants that if it exercises the Option, no development of the Property shall occur other than construction of the Project. (d) Donee represents and warrants that it will utilize interim construction financing (“Construction Financing”), federal and state housing tax credits and private equity investment to develop the Project. Donee shall provide Donor with a copy of the firm written commitment for such Construction Financing within five (5) business days of the date hereof. (e) Donee represents and warrants that Donee will comply with all requirements of ARPA in the use and expenditure of Loan proceeds including but not limited to (i) Project affordable housing requirements under ARPA and (ii) ARPA requirements applicable to recipients of low-income housing tax credits. (f) Donee represents and warrants that Donor’s Loan shall be secured by a deed of trust in first lien position on the Property and the Project. (g) Donee expects that construction and development of the Project such that the Project will be suitable for residential occupancy shall be complete by no later than December 31, 2025. 5. Exercise of Option. Donor hereby grants to Donee an irrevocable option (the “Option”) to cause conveyance of the Property from Donor to Donee on the terms and conditions set forth in this Agreement, conditioned on Donee exercising the Option on or before the Option Expiration Date by giving written notice to Donor of Donee’s exercise of the Option in the manner for giving notice as provided in this Agreement. Should Donee fail to exercise the Option on or before midnight of the Option Expiration Date, this Agreement shall terminate and be of no force or effect, without liability of either party to the other. Notwithstanding any other provision of this Agreement, the Donor and Donee acknowledge and agree that (a) Donor as of the date of this Agreement does not hold an ownership interest in the Property but that it is expected for such ownership interest to be conveyed to Donor in March of 2024, and (b) all right, duties and obligations of Donor 3 arising from or related to this Agreement are conditioned on Donor receiving such ownership interest in the Property. 6. Closing Date. The parties shall close on the conveyance of the Property on a mutually agreeable date not more than sixty (60) days following Donee’s exercise of the Option (the “Closing” or the “Closing Date”). 7. Donation. Donee, subject to (a) completion of and satisfactory results from such inspections relating to the Property as it deems necessary in its full and absolute discretion, (b) receipt of such financing as Donee deems sufficient, in its sole discretion, to finance the construction of the Project (collectively, the “Donation Conditions”), agrees that if it exercises the Option it will accept the donation of the Property from Donor on the terms and conditions set forth herein. 8. Abatement of Environmental Conditions After Donation. Upon Donee’s acceptance of transfer of title, neither Donee, nor any assignee of Donee nor any subsequent purchaser or title holder of the property shall have any claims against Donor of any kind, nature or description arising from or on account of any condition of the land, subsurface waters or structures thereon or substances on such land, subsurface waters, structures or debris on such land or in the air in or on or above such property. Donor shall not be responsible for or required to pay for abatement, removal, remediation or treatment of any condition of the property caused or occasioned by the presence of any controlled or prohibited substances including environmentally hazardous materials or debris on the premises. 9. Conditions Precedent to Closing. All obligations of the Donor and the Donee under this Agreement are subject to the fulfillment of the following conditions precedent by the Donee at the Donee's sole cost and expense. Upon the failure or non-occurrence of any of these conditions by the Closing Date, the Donor may, at its option, terminate this Agreement. The Donee shall provide the Donor prior to Closing true and correct copies of such approvals, commitments and other documents indicating that these conditions have been fulfilled. (a) The Donee shall have obtained, at its expense, all governmental permissions, permits, consents and other approvals required by law, including site plan and any other required zoning approval from the City of Martinsville, for the development of the Project at the Property. (b) The Donee shall close on and obtain the proceeds of Construction Financing simultaneously with the Closing under this Agreement. (c) The Donor and the Donee shall have negotiated and agreed upon the terms of the the Deed (as defined below) conveying the Property to the Donee, to be prepared by the Donor at its expense. (d) The Donee shall have obtained at the expense of the Donee a commitment for an owner's title insurance policy insuring the Donee in relation to the conveyance of the Property from the Donor to the Donee in form and substance reasonably acceptable to the Donee (the “Title Insurance Policy”). (e) The Donee shall have obtained a survey and legal description of the Property. 4 (f) The Donee shall record at its expense in the records of the Clerk of the Circuit Court of the City of Martinsville, Virginia restrictive covenants substantially in the form attached hereto as Exhibit B (“Restrictive Covenants”). (g) Donee shall have paid closing costs as provided in this Agreement. 10. Title. Donor shall deliver to Donee at Closing a special warranty deed in recordable form with all required excise stamps affixed conveying marketable, fee simple title, free and clear of all liens and encumbrances, save and except only exceptions, easements and restrictions as shown in the Title Insurance Policy (the “Deed”). 11. Closing Costs. At Closing, Donee shall pay all closing costs related to the donation of the Property to Donee, other than the cost of the Deed preparation and any counsel fees for counsel employed or retained by Donor. Donee shall pay for the title examination, Title Insurance Policy, survey, recording taxes and fees, for any counsel fees Donee incurs in relation to the transactions contemplated by this Agreement and the Loan Agreement, for any other due diligence desired by Donee and all other costs to accomplish or related to the Closing. General and special real estate taxes, assessments and other state, county or city taxes affecting the Property shall be prorated as of the date of Closing based upon the amount of the most recent ascertainable taxes for the Property. 12. Closing Documents. At Closing, Donor will execute, acknowledge and deliver to Donee the Deed with applicable tax exemptions noted thereon conveying title as hereinbefore required, and will deliver a lien and possession affidavit in form and content satisfactory to Donee’s title insurance company, evidence satisfactory to Donee’s title insurance company of the authorization of the donation by the Donor and the authority and power of the individual(s) executing the deed on behalf of Donor, and such other papers and documents as may be reasonably requested by Donee or its title insurance company in connection with the completion of the Closing, including any evidence of the status and capacity of the Donor and the authority of the person or persons who are executing the various documents on behalf of the Donor in connection with the sale of the Property. 13. Possession. Possession of the Property shall be delivered to Donee at Closing. 14. Notices. Any notice or other communications hereunder shall be in writing and shall be deemed to have been given (unless otherwise set forth herein), if delivered in person, deposited with an overnight express agency, fees prepaid, or mailed by United States express, certified or registered mail, postage prepaid, return receipt requested, to the other party at the following addresses, or to such other address as shall be later provided in writing by one party to the other: As to Donor: City Manager City of Martinsville 55 W. Church Street Martinsville, VA 24112 As to Donee: 5  Aaron Street Lofts, LLC 401 E 4th Street, Suite 203 Winston Salem, NC 27101 Attn: Vice President 15. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no representations, inducements or other provisions other than those expressed in writing. All changes, additions or deletions hereto must be in writing and signed by all the parties. Any and all references herein to the Donor or Donee shall be deemed to include their respective successors or permitted assigns. 16. Assignment. The rights of Donee hereunder may be assigned at any time by Donee. The rights of Donor may not be assigned without the prior written consent of Donee. 17. Authority. Donor represents and warrants that Donor has full power and authority to enter into this Agreement and to perform all of its obligations hereunder, and that its acts hereunder and as contemplated have been duly authorized by all requisite municipal action. 18. Governing Law. This Agreement shall be governed in all respects by and construed under the laws of the Commonwealth of Virginia. 19. Failure to Close. In the event Donor wrongfully fails to consummate the Closing and donate the Property as provided herein, Donee shall be entitled to seek enforcement of this Agreement by specific performance. In the event Donee fails to perform any of its obligations under this Agreement, then the Donor will be entitles to terminate this Agreement (as well as the Loan Agreement and the agreements attached thereto) upon written notice to Donee in which event no party hereto will have any further rights or obligations under this Agreement. 20. Miscellaneous. No term or condition of this Agreement will be deemed to have been waived or amended unless expressed in writing, and the waiver of any condition or the breach of any term will not be a waiver of any subsequent breach of the same or any other term or condition. This Agreement constitutes the entire agreement of the parties which incorporates and supersedes all prior written and oral understandings. This Agreement shall be binding upon, and inure to the benefit of, the parties, their heirs, executors, personal representatives, nominees, successors or assigns. 21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument. [SEPARATE SIGNATURE PAGE FOLLOWS] 6  IN WITNESS WHEREOF, Donor and Donee, intending to be legally bound, have executed this Agreement as of the day and year first above written. DONOR: MARTINSVILLE REDEVELOPMENT AND HOUSING AUTHORITY, a Virginia political subdivision By: _______________________________ Name: Title: Executive Director DONEE: AARON STREET LOFTS, LLC, a North Carolina limited liability company By: Aaron Street Lofts MM, LLC, Managing Member By: Landmark Asset Services, Inc., Managing Member By: _______________________________ Name: Samuel J. Sari Title: Vice President 7  EXHIBIT A All that certain lot or parcel of land, together with any improvements thereon, situated on the Northeast side of Aaron Street, on the Southeast side of Broad Street, and on the Southwest side of the Norfolk and Southern Railway, lying and being in the City of Martinsville, Virginia, and more particularly described as follows: “Tract 1A-R” containing 3.449 acres and “Tract 1A-S” containing 2.907 acres, as shown on Plat of Survey entitled “L & H Enterprises of Virginia, Inc.,” prepared by Terry A. Waller, LLS, dated July 19, 1993, and recorded in the Clerk’s Office of the Circuit Court for the City of Martinsville, Virginia, in Map Book 21, page 194 and Map Book 22, page 104; and Being in all respects the same lots or parcels of land conveyed to Jeb Stuart Auction Services, LLC, from C & S Property Management Company, Inc., a Virginia Corporation, by deed dated February 5, 2014, of record in the Martinsville Circuit Court Clerk's Office as Instrument Number LR1400139. Specific reference is hereby made to the aforesaid deed and plat for a more particular description of the property herein conveyed. 8  EXHIBIT B [Restrictive covenants] 9  EXHIBIT C [Loan Agreement] 10  RESOLUTION OF THE CITY OF MARTINSVILLE REDEVELOPMENT AND HOUSING AUTHORITY APPROVING PROPERTY DONATION OPTION AGREEMENT WHEREAS, Aaron Street Lofts, LLC (the “LLC”) is in the business of constructing housing, including housing for senior citizens, and has proposed the design, acquisition and construction of a residential apartment complex in the City of Martinsville, Virginia (the “City”) with not less than fifty units and related facilities, for senior citizens and persons with qualifying disabilities, such development to also constitute affordable housing under applicable guidelines (together, the “Project”) to be located on approximately 6.356 acres of land in the City located at 201 Aaron Street and 209 Aaron Street (together, the “Property”); and WHEREAS, the City of Martinsville Redevelopment and Housing Authority (the "Housing Authority") is empowered to act in accordance with the Virginia Housing Authorities Law beginning at Code of Virginia Section 36-1 (the “Housing Authorities Law”) which provides at Virginia Code Section 36-19 that the Housing Authority may make loans and grants and dispose of real property for its purposes, which include the promotion of the construction of housing projects and residential buildings including affordable housing; and WHEREAS, in addition to other Project financing, including assistance from the Virginia Department of Housing and Community Development and tax credit investments, the LLC has requested a donation of the Property to the LLC under the terms of a Property Donation Option Agreement (the “Donation Agreement”), the form of which has been presented to this meeting, and a loan from the Housing Authority in the amount of $500,000 at 3% annual interest for a term of 20 years and a 30 year amortization schedule pursuant to a promissory note and a loan agreement, to be secured by a deed of trust on the Property in first lien position; and WHEREAS, such loan is to reimburse the LLC in part for Project development and construction costs, and the City Council of the City has indicated its willingness to provide the Housing Authority with $500,000 of American Rescue Plan Act of 2021 funds previously received by the City to be available to fund the above-described loan; and WHEREAS, the Donation Agreement provides for conveyance of the Property from the Housing Authority to the LLC, subject to the Housing Authority being conveyed an ownership interest in the property, following a due diligence period at the option of the LLC as a donation, and the LLC further requires that the Housing Authority consent to the assignment of the Donation Agreement from the LLC to The Mid-Atlantic Foundation (the “Foundation”) with the Foundation to convey the Property to the LLC in aid and support of the tax credit portion of Project financing, all as provided for in the Assignment of Donation Agreement (the “Assignment of Donation Agreement”), the form of which has been presented to this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE HOUSING AUTHORITY: 1. That the Housing Authority Board hereby approves the Donation Agreement and hereby authorizes the Executive Director of the Housing Authority to execute the Donation Agreement in substantially the form presented to this meeting, and further 1  consents to the terms of the Assignment of Donation Agreement and authorizes the Executive Director of the Housing Authority to execute the Consent to the Assignment of Donation Agreement. 2. That the representatives and agents of the Housing Authority are authorized to take such other actions as necessary or appropriate to carry out the terms of the Donation Agreement. 3. That this Resolution will take effect immediately. Adopted by the Commissioners of the Housing Authority at a meeting on the __ day of __________, 2024. 2  STAFF REPORT MEETINGS: February 13, 2024 TITLE: Fiscal Year 2024-25 Budget Calendar STAFF RESPONSIBLE Aretha R. Ferrell-Benavides, City Manager, and Mandy McGhee, Director of Finance BACKGROUND/HISTORY The city has embarked on a new, more comprehensive budget process. Given the depth of analysis that will go into the process, a budget calendar has been developed to ensure a detailed schedule of events is provided to the city council, staff, and the public. As part of the process, we included public meetings to gauge the public's perception and ensure the sharing of information about the City’s financial status is shared throughout the process and the year. POLICY EXPLANATION The Martinsville City Charger Article III. Budget Section 2-35 -39 Spell out the process for budget development, submission, and approval. • Sec. 2-35. - Preparation generally; estimates revenue and expenditures. • Sec. 2-36. - Contents; balancing • Sec. 2-37. - Submission of budgets, budget message, etc., to council. • Sec. 2-38. - Contents of budget message; tentative approval of budget. • Sec. 2-39. - Publication of budget synopsis and notice of hearing, hearing. • Sec. 2-40. - Adoption of budgets and revenue ordinances; transfer of funds • Sec. 2-41. - Availability of copies of budgets Title 15.2. Counties, Cities and Towns » Subtitle II. Powers of Local Government » Chapter 25. Budgets, Audits and Reports Several of the dates included in the document are identified by either the City Charter or State Law. FISCAL IMPACT/FUNDING SOURCE The cost to develop and produce the budget will be absorbed in the Finance Department budget. Software enhancements will be considered as funds are available. AVAILABLE BUDGET PURCHASE AMOUNT NA NA ACTION REQUESTED/ALTERNATIVES: 1. Council will Approve the Budget Calendar 1  STAFF REPORT 2. Council will Not Approve the Budget Calendar 3. Other Action as Approved by City Council ATTACHMENTS: 1. Draft City Manager Recommended Budget Calander 2