City Counci lCi ty Counci l Regular MeetingJune 10, 2019Page | 1

City of Manassas, VirginiaCity Council Meeting

AGENDA

City Council Regular MeetingCouncil Chambers

9027 Center StreetManassas, VA 20110

Monday, June 10, 2019

Call to Order - 5:30 p.m.

Roll Call

Invocation and Pledge of Allegiance

Council Time

Mayor Time

Staff Reports

1. Consent Agenda

All matters listed under the consent agenda are considered to be routine by the City Counciland will be enacted by one motion. There will be no separate discussion of these items. Ifdiscussion is desired, that item will be removed from the consent agenda and consideredseparately.

SUGGESTED MOTION: "I move that the Consent Agenda be approved and the readings ofthe ordinances be dispensed."

SUGGESTED MOTION #2: "I move that Items # and # be removed from the Consent Agendaand be added as Items # and #, respectively, and that the remaining Consent Agenda itemsbe approved as it now appears and the readings of the ordinances be dispensed."

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City Counci lCi ty Counci l Regular MeetingJune 10, 2019Page | 2

1.1 City Council Minutes: May 13, 2019 and May 20, 2019 (Staff: Lee Ann Henderson, City Clerk)Agenda Statement - City Council MinutesCity Council Minutes: May 13, 2019City Council Minutes: May 20, 2019

1.2 Performance Bond and Erosion Control Bond Release:Jackson Manor, Section 1, Lot 44. Lot Grading Plan, SP#2019-0016(Staff: Gregory J. Bokan, AICP, Development Services Coordinator)Agenda Statement - Bond Release - Jackson Manor - Section 1, Lot 44. Lot GradingPlanBackup - Location Graphic: Jackson Manor - Section 1, Lot 44. Lot Grading PlanBackup - Site Plan: Jackson Manor - Section 1, Lot 44. Lot Grading PlanCertificate of Compliance: Jackson Manor - Section 1, Lot 44. Lot Grading Plan

1.3 Performance Bond and Erosion Control Bond Release:Technology Drive Self Storage. Site Plan. SP#04-63, SP#16-35(Staff: Gregory J. Bokan, AICP, Development Services Coordinator)Agenda Statement - Bond Release - Technology Dr Self Storage. Site PlanBackup - Location Graphic: Technology Dr Self Storage. Site PlanBackup - Site Plan: Technology Dr Self Storage. Site PlanCertificate of Compliance: Technology Dr Self Storage. Site Plan

1.4 Resolution #R-2019-59: Street Name Assignments - Landing at Cannon Branch(Commercial) and Manassas Regional Airport(Staff: Matthew D. Arcieri, AICP, Planning & Zoning Manager)Agenda Statement - Resolution #R-2019-59Resolution #R-2019-59Resolution #R-2019-59 - Attachment 1Resolution #R-2019-59 - Attachment 2

1.5 Ordinance #O-2019-24: An Ordinance to Amend and Reenact the Code ofOrdinances, City of Manassas, Virginia (2002), As Amended, By AmendingSection 114-481 of Article X (Stopping, Standing and Parking) of Division 2(Stopping on Highways) Related to Parking Vehicle Without CurrentCommonwealth of Virginia License Plate, Decal, or Safety Inspection Sticker(Second Reading)(Staff: Douglas W. Keen, Chief of Police)

1.6 Ordinance #O-2019-25: An Uncodified Ordinance to Provide for the Payment ofa Fine in Lieu of Prosecution for Parking Violations (Second Reading)(Staff: Douglas W. Keen, Chief of Police)

2. Ordinances and Resolutions

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City Counci lCi ty Counci l Regular MeetingJune 10, 2019Page | 3

2.1 Resolution #R-2019-60: A Resolution Approving a Wastewater Capacity Saleand Purchase Agreement Between the Board of Supervisors of Fairfax Countyand the City of Manassas, Virginia(Staff: Tony Dawood, Director of Utilities)Agenda Statement - Resolution #R-2019-60Resolution #R-2019-60Wastewater Capacity Sale and Purchase Agreement

2.2 Resolution #R-2019-61: A Resolution Approving the Execution of a Consent andEstoppel Agreement and a Ground Lessor Estoppel Certificate andNonDisturbance Agreement by the City of Manassas, Virginia(Staff: Juan Rivera, Airport Director)Agenda Statement - Resolution #R-2019-61Resolution #R-2019-61Consent and Estoppel AgreementGround Lessor Estoppel Certificate and Nondisturbance Agreement

3. New Business

3.1 Amendments to Policy Statement #P-2016-03: Related to Term Limits for CityBoards, Committees and Commissions Policy(Staff: Craig Brown, City Attorney)Agenda Statement - Amendments to Policy P-2016-03Policy #P-2016-03 - Amended - CleanPolicy #P-2016-03 - Amended - Redline

4. Citizens' Time - 7:30 p.m.

The citizens' time portion of the agenda is set aside for those citizens who wish to addressthe Council for less than three minutes each. Citizens need not give prior notice to the Cityto speak during the citizens' time portion of the agenda. Citizens may address the Councilfor longer than three minutes if they ask the City Manager for a place on the agenda atleast four working days before the meeting.

5. Authorize a Closed Meeting

Virginia Code Section 2.2-3711 A (1):1. Appointments to Boards, Committees and Commissions

5.1 Authorize a Closed MeetingAgenda Statement - Authorize a Closed Meeting - June 10, 2019

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6. Certify the Closed Meeting

6.1 Certify the Closed Meeting Agenda Statement - Certify a Closed Meeting

Adjournment

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City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: Consent Agenda

Agenda Title: City Council Minutes: May 13, 2019 and May 20, 2019

Recommendation: Approve

Motion: 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 May 13, 2019 and May 20, 2019 be approved.

Date Last Consideredby City Council:

N/A

Summary and/orComments:

N/A

Board – Committee – or Commission Reviewed:

N/A

Fiscal Impact: N/A

Staff Contact: Lee Ann Henderson, City Clerklhenderson@manassasva.gov(703) 257-8280

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CITY OF MANASSAS MAY 13, 2019

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A Regular Meeting of the Council of the City of Manassas, 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, City Clerk Lee Ann Henderson, Paralegal Rose V.B. Spring, City Attorney Craig Brown, Police Chief Doug Keen, Fire and Rescue Chief Robert L. Clemons, Jr., Communications Manager Patty Prince, Budget Manager Stott Mason, Budget Analyst Amanda Hamm, Planner Kelly Davis, Development Services Manager Eric Lowe, and Senior Airport Operations Manager Jolene Berry.

Mayor Parrish called the meeting to order at 5:32 p.m. Council Member Wolfe arrived at 5:41 p.m.

The City Clerk reported that the news media had been notified of the meeting in accordance with the Freedom of Information Act.

COMMUNITY AND STAFF PRESENTATIONS

Presentation: Emergency Medical Services Proclamation

Vice Mayor Elston presented Rob Clemons, Fire and Rescue Chief, and first responders with a Proclamation designating May 19 through 25, 2019, as Emergency Medical Services Week in the City of Manassas.

COUNCIL TIME

Vice Mayor Elston stated that the Fire and Rescue Commission is working on their Strategic Plan with members of the career service and the volunteer rescue squads. He stated that members of the community can reach out with questions or concerns. He congratulated all the graduates and their families on their hard work and accomplishments.

Council Member Wolfe apologized for being late for the meeting and reminded everyone of the ballet, Sleeping Beauty, to be performed this weekend. He stated that the Council had the opportunity to spend some time with the people at Aurora Flight Services. He added that they are doing some amazing things with technology and creating jobs in the community and that is a testament to decisions made by Aurora in partnership with prior Councils and the Airport Commission.

Council Member Lovejoy congratulated the organizers of the Manassas Viking Festival, which is in its second year. He stated attention should be given to this as a prototype as a good example of what private citizens can do for their community.

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Council Member Sebesky wished all the mothers a happy belated Mother’s Day. She stated that as the Council’s representative to the VRE, she wanted to explain that the delays in April were due to the implementation of the “positive train control” safety mechanism. She stated part of the problem is the different ownership of the lines and the number of trips the Manassas trains make. She noted that Norfolk Southern had scheduled track work for May, over which VRE has no control. She further stated that she has shared the frustrations of the riders with VRE and that these service delays are unacceptable as the citizens expect a high on-time rate for this service. Council Member Sebesky reported that Bike to Work Day is May 17 and will be celebrated in the City of Manassas with a Pit Stop at the VRE station where there will be a bike raffle, giveaways, food, and more. She gave information for registering. Council Member Sebesky expressed her appreciation for all that Manassas City teachers do every day to help over 7000 students become all they can be, and recognized public safety officers for National Police Week and Emergency Medical Services Week. She further recognized the armed services for Military Appreciation Month and thanked them for doing what they do to keep us safe. Council Member Sebesky reported that she had participated in two strategic planning workshops with Council. She thanked staff and Mr. Pate for putting the workshops together. Council Member Sebesky informed the community of the film presentation on June 3 at Osbourn High School of Heroin’s Grip and urged the community to take advantage of the free film.

Council Member Davis-Younger asked for donations for the Jennie Dean Memorial Fund. She stated that the fund is at $95,500. She stated she is having a wonderful time as the liaison to the Historic Resources Board and the Parks and Recreation. She encouraged all citizens to get involved by joining a Board, Commission, or Committee because these volunteers make Manassas better. Council Member Davis-Younger reported that she attended the National Day of Prayer event and commented that it was wonderful to see all the different religions there and have everyone on the same page for a couple of hours and appreciating each other for what they bring to the city. Council Member Davis-Younger noted that she had attended two strategic plan work sessions with Council and is learning a lot about the process.

Council Member Ellis reported that she attended the Business Appreciation Breakfast on Thursday, May 9, along with the rest of Council. She stated there were about 100 businesses there. She noted that there is a lot of good news in the business community. She stated there were a lot of celebrations this weekend – graduations, Mother’s Day and the Viking Festival. She reported that the Lease Web Air Show on May 3 was a great event for families and thanked everyone that made it happen. She added that there will be another ground breaking at the airport for Chantilly Air and that there are a lot of great things happening at the city’s airport.

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MAYOR TIME

Mayor Parrish read a letter from the Government Finance Officers Association notifying the City that the City has received the Distinguished Budget Presentation Award from the Government Finance Officers Association. He added that this is the highest form of recognition for government finance officers. Mayor Parrish read an excerpt from a letter he received from citizens, Mr. Andelson and and Ms. Janet Graham, thanking the City for providing great service in mitigating a drainage issue on Battle Street. He stated they appreciate the considerate and kind service they have received. Mayor Parrish stated that Coleman Rector thanked him for everything the Development Services department has done to help them.

STAFF REPORTS

City Manager W. Patrick Pate reported that it is Public Service Recognition Week and that the Human Resources Department has recognized the employees and has provided some treats for the employees.

Police Chief Doug Keen reported that Law Enforcement Week is the week of May 15 and the Proclamation will be read by the Mayor at the annual recognition event. He stated that National Law Enforcement Day was passed by President John F. Kennedy in 1962. He stated that many area law enforcement personnel are participating in riding bicycles to raise money for the families of fallen officers. He stated that in 2018, 158 names were added to the memorial and added that some names are starting to be added for those that died as a result of the 9-11 attacks. He thanked Council for their support of the Police Department.

City Manager Pate reported that the City’s safety officer, Vincent Gallo, received the Virginia Municipal League (VML) 2019 Risk Management Excellence Award at the annual VML Insurance Programs Meeting for his individual contributions to the City's risk management program. He stated that Site Selection Magazine named Virginia Economic Development Partnership as #1 in the nation, citing the Micron expansion as the cause for this achievement. He encouraged everyone to express their appreciation to business owners for making the city a great place to work. He invited everyone to take a look at the website “Visit Manassas.org” to see all the great things coming up in the City. He stated that this is National Museum week and the museum has many free programs for everyone.

1. CONSENT AGENDA1.1 City Council Minutes: April 15, 2019, April 22, 2019, April 29, 2019 (Work

Session), April 29, 2019 (Public Hearings), May 1, 2019, and May 3, 20191.2 Resolution #R-2019-53: A Resolution Honoring the Fiftieth Anniversary of

International Business Machines Corporation (IBM) and Its Dedicated Employees in the City of Manassas

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1.3 Proclamation: Emergency Medical Services Week1.4 Proclamation: Kids to Parks Day1.5 Proclamation: National Police Week

COUNCIL MEMBER LOVEJOY MOVED to approve Consent Agenda Items 1.1 through 1.5 and that the reading of the ordinances be dispensed. Seconded by Vice Mayor Elston. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky and Wolfe. MOTION CARRIED.

2. ORDINANCES AND RESOLUTIONS2.1 Resolution #R-2019-57: A Resolution Approving an Agreement Between the

City of Manassas and the Virginia Retirement System to Participate in the Commonwealth of Virginia Voluntary Group Long Term Care Insurance Program

Human Resources Director Darla Hicks stated the Virginia Retirement System is offering this opportunity for city employees who work at least 20 hours per week and select family members to elect this benefit. She stated there is no cost to the city as the employees will pay the cost.

COUNCIL MEMBER WOLFE MOVED to approve Resolution #R-2019-57: A Resolution Approving an Agreement Between the City of Manassas and the Virginia Retirement System to Participate in the Commonwealth of Virginia Voluntary Group Long Term Care Insurance Program. Seconded by Council Member Lovejoy. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.2 Uncodified Ordinance #O-2019-15: Setting the Tax Year 2020 Real Estate Tax Rates to Support the Fiscal Year 2020 Budget (First Reading)

Mayor Parrish thanked staff for presenting the following ordinances and resolutions that will move the city forward.

Finance Director Diane Bergeron stated the Council will consider the first reading of several ordinances and the adoption of several resolutions that are necessary for the operation and administration of the city for Fiscal Year 2020, beginning on July 1, 2019. She stated that Council has held seven budget work sessions and one public hearing.

VICE MAYOR ELSTON MOVED to approve Uncodified Ordinance #O-2019-15: Setting the Tax Year 2020 Real Estate Tax Rates to Supper the Fiscal Year 2020 Budget on first reading. Seconded by Council Member Sebesky. Roll call vote: AYES – Davis-Younger, Elston, Sebesky, and Wolfe. NAYS – Ellis and Lovejoy. MOTION CARRIED.

2.3 Uncodified Ordinance #O-2019-16: Setting the Tax Year 2019 Personal Property Tax Rate to Support the Fiscal Year 2020 Budget (First Reading)

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VICE MAYOR ELSTON MOVED to approve Uncodified Ordinance #O-2019-16: Setting the Tax Year 2019 Personal Property Tax Rate to Support the Fiscal Year 2020 Budget on first reading. Seconded by Council Member Sebesky. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.4 Uncodified Ordinance #O-2019-17: Setting the Water Utility Rates, Sewer Utility Rates, and Electric Utility Rates Effective July 1, 2019 (First Reading)

Finance Director Diane Bergeron stated in the proposed budget there would be an increase of 4.5% for water, 4% for sewer, and $1 for stormwater. She stated that the power cost adjustment has been finalized creating an overall reduction of $0.70.

Council Member Wolfe commented that the Utility Commission deserves kudos. He stated that he has the privilege of being the Council’s representative to this body. He stated that we can all agree that we get tremendous service from the Utilities Department and that the city has one of the lowest, if not the lowest average utility bills in the area.

VICE MAYOR ELSTON MOVED to approve Uncodified Ordinance #O-2019-17: Setting the Water Utility Rates, Sewer Utility Rates and Electric Utility Rates Effective July 1, 2019 on first reading. Seconded by Council Member Sebesky. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.5 Uncodified Ordinance #O-2019-18: Setting the Stormwater Management Service Fees Effective July 1, 2019 (First Reading)

VICE MAYOR ELSTON MOVED to approve Uncodified Ordinance #O-2019-18: Setting the Stormwater Management Service Fees Effective July 1, 2019, on first reading. Seconded by Council Member Sebesky. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.6 Uncodified Ordinance #O-2019-19: Establishing the Park, Culture & Recreation Fee Schedule for All Rentals, Permits, Programs, Admission, Services, Historic and Cultural Fees Effective July 1, 2019 (First Reading)

Vice Mayor Elston stated it would be good for the public to know what the fees cover as many citizens are not aware that they can rent parks and that admission to the museum is free.

Community Development Director Elizabeth Via-Gossman stated that there is a user fee for private rentals of picnic pavilions and parks. She stated that this ordinance catches up the user fees for the Harris Pavilion and some slight increases for wedding receptions including the Liberia Plantation.

Council Member Ellis clarified that only the grounds are open at Liberia Plantation.

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Community Development Director Elizabeth Via-Gossman verified that only the grounds at Liberia Plantation are available for rental.

COUNCIL MEMBER WOLFE MOVED to approve Uncodified Ordinance #O-2019-19: Establishing the Park, Culture & Recreation Fee Schedule for All Rentals, Permits, Programs, Admission, Services, Historic and Cultural Fees Effective July 1, 2019, on first reading. Seconded by Council Member Davis-Younger. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.7 Uncodified Ordinance #O-2019-20: Establishing a Fee Schedule for Permits required by Article III of Chapter 10 of the Code of Ordinances, City of Manassas, Virginia (1978), as Amended, Generally Relating to Permit Fees Described in the Fire Prevention Code Effective July 1, 2019 (First Reading)

VICE MAYOR ELSTON MOVED to approve Uncodified Ordinance #O-2019-20: Establishing a Fee Schedule for Permits required by Article III of Chapter 10 of the Code of Ordinances, City of Manassas, Virginia (1978), as Amended, Generally Relating to Permit Fees Described in the Fire Prevention Code Effective July 1, 2019, on first reading. Seconded by Council Member Wolfe. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.8 Uncodified Ordinance #O-2019-21: Establishing the Manassas Regional Airport Fee and Rent Schedule Effective July 1, 2019 (First Reading)

Community Development Director Elizabeth Via-Gossman verified that these fees relate to tie-downs at the airport.

COUNCIL MEMBER LOVEJOY MOVED to approve Uncodified Ordinance #O-2019-21: Establishing the Manassas Regional Airport Fee and Rent Schedule Effective July 1, 2019, on first reading. Seconded by Council Member Ellis. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.9 Resolution #R-2019-54: Budget and Appropriate the Annual Operating Budget and First Year of the Five-Year Capital Improvement Program for the Fiscal Year Beginning July 1, 2019 and Ending June 30, 2020

VICE MAYOR ELSTON MOVED to approve Resolution #R-2019-54: Budget and Appropriate the Annual Operating Budget and First Year of the Five-Year Capital Improvement Program for the Fiscal Year Beginning July 1, 2019, and Ending June 30, 2020. Seconded by Council Member Wolfe. Roll call vote: AYES – Davis-Younger, Elston, Sebesky, and Wolfe. NAYS – Ellis and Lovejoy. MOTION CARRIED.

2.10 Resolution #R-2019-55: Approving the City of Manassas Fiscal Year 2020 Five-Year Capital Improvement Program

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COUNCIL MEMBER WOLFE MOVED to approve Resolution #R-2019-55: Approving the City of Manassas Fiscal Year 2020 Five-Year Capital Improvement Program. Seconded by CouncilMember Sebesky. Roll call vote: AYES – Davis-Younger, Elston, Sebesky, and Wolfe. NAYS – Ellis and Lovejoy. MOTION CARRIED.

2.11 Resolution #R-2019-56: Authorizing the Funding of the City’s Share of Potomac and Rappahannock Transportation Commission Related Expenditures from the City’s Gas Tax Funds

Council Member Sebesky reported that there was no increase in the PRTC request for funding this year.

COUNCIL MEMBER SEBESKY MOVED to approve Resolution #R-2019-56: Authorizing the Funding of the City’s Share of Potomac and Rappahannock Transportation Commission Related Expenditures from the City’s Gas Tax Funds. Seconded by Council Member Lovejoy. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.12 Resolution #R-2019-46: Establishing a Schedule of Rates for Emergency Medical Transport Fees Effective July 1, 2019

COUNCIL MEMBER SEBESKY MOVED to approve Resolution #R-2019-46: Establishing a Schedule of Rates for Emergency Medical Transport Fees Effective July 1, 2019. Seconded by Council Member Lovejoy. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

3. NEW BUSINESS3.1 Presentation: Building/Development Update

Eric Lowe, Development Services Manager, gave a brief presentation on the status of several development projects in the City.

4. BID OPENING AND PUBLIC HEARING4.1 Request for Franchise Proposals for a 40-Year Franchise for the Lease of Parcel

4, a 2.2-Acre Parcel at 10520 Wakeman Drive for the Purpose of Operating an Existing 12,000 Square Foot (SF) Aircraft Hangar with Office Space, and Financing, Constructing and Operating a New Corporate Hangar that will be a Minimum of 15,000 (SF)

Mayor Parrish announced that this item is a public hearing and receipt of bids for the granting of a 40-year franchise for the lease of Parcel 4 at 10520 Wakeman Drive for the purpose of operating an existing 12,000 square foot aircraft hangar with office space and financing, constructing and operating a new corporate hangar with a minimum of 15,000 square feet of space.

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Mayor Parrish announced that the city received two sealed bids, one from APP Properties, Inc. and the other from TH Partners, LLP. No additional bids were submitted from the floor. Mayor Parrish opened the bids, marked them for identification and provided them to Jolene Berry, Senior Airport Operations Manager, for review.

Mayor Parrish opened the public hearing and invited anyone wishing to comment on granting the franchise to come forward.

There were no speakers wishing to comment.

COUNCIL MEMBER WOLFE MOVED that the public hearing pertaining to the Request for Proposals for a 40-Year Franchise for the Lease of Parcel 4, a 2.2-acre Parcel at 10520 Wakeman Drive for the Purpose of Operating an Existing 12,000 square foot (SF) Aircraft Hangar with Office Space, and Financing, Constructing, and Operating a New Corporate Hangar that will be a minimum of 15,000 square feet be closed. Seconded by Council Member Sebesky. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

Senior Airport Operations Manager Jolene Berry stated that staff recommends that the bids be reviewed by the Airport Commission.

5. AUTHORIZATION OF A CLOSED MEETING5.1 Authorize 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 §2.2‐3711 (A) (3) acquisition of real property for a public purpose. Seconded by Council Member Lovejoy. Roll call vote: AYES –Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

6. CERTIFICATION OF A CLOSED MEETING6.1 Certify a Closed Meeting

VICE MAYOR ELSTON MOVED that Council certify that, in the closed meeting justconcluded, nothing was discussed except the matter (1) specifically identified in the motion toconvene in a closed meeting and (2) lawfully permitted to be discussed under the provisions ofthe Virginia Freedom of Information act cited in that motion. Seconded by Council MemberLovejoy. Roll call vote: AYES – Davis‐Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

7. AWARDS, ACKNOWLEDGEMENTS AND PRESENTATIONS - 7:15 p.m. 7.1 Presentation: Kids to Parks Day Proclamation

Council Member Davis-Younger presented the Kids to Parks Day Proclamation to Kisha Wilson-Sogunro, Parks, Culture and Recreation Manager.

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8. PUBLIC HEARINGS - 7:30 p.m.9.1 SUP #2019-05, All Saints Catholic Church, 9294 Stonewall Road

Senior Planner Kelly Davis presented this application for a changeable message sign in a residential district. She noted that the existing signs will remain with the exception of the current temporary sign that shows service times, which will be replaced with the proposed changeable message sign. She stated the total square footage of signage is below the permitted level. She stated this is in conformance with the comprehensive plan and both staff and the Planning Commission recommend approval.

Council Member Wolfe questioned whether the Methodist Church was one of the last of this type of sign that was approved. He questioned whether this proposal is in conformance with other changeable message signs that were approved by Council.

Senior Planner Kelly Davis confirmed that it is similar.

Jonelle Cameron, representative for the applicant, presented the applicant’s case in favor of the application. She asked members of the audience who are in favor of the sign to stand signifying their support. She noted that the church would like there to be no restrictions on times that the sign can be operating since they have midnight services.

Mayor Parrish opened the public hearing and invited anyone wishing to speak in favor of or in opposition to vacating the easement to come forward and address the City Council.

There were no members of the public wishing to speak to this public hearing.

COUNCIL MEMBER WOLFE MOVED that the public hearing pertaining to SUP #2019-05, All Saints Catholic Church be closed. Seconded by Vice Mayor Elston. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

9. CITIZEN’S TIME - 7:30 p.m.

Betsy Reid, resident of the City of Manassas, expressed her thanks for the budget. She stated that there are more people that want to volunteer than there are spots for volunteers. She stated that some volunteer spots should have a limit. She stated there are others out there that would love to volunteer, which makes her proud of her city.

Lynn Forkell, resident of the City of Manassas, put forth for the record an updated petition requesting a budget without an increase in taxes with 282 signatures. She expressed her opinion that the public hearing process is a farce. She expressed her opinion that a lot of people are opposed to the Grant Avenue project.

Chris Keller, resident of the City of Manassas, thanked everyone for a lot of big decisions. He stated his opinion that the Council do things to ease the burden on the tax

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payers. He stated there are a lot of out of state tags in his community’s parking lot and that more can be done to control this issue.

Mayor Parrish declared the meeting adjourned at 8:00 p.m.

Mayor City Clerk

Date Approved

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May 20, 2019

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A Regular Meeting of the Council of the City of Manassas, 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 CoatesEllis, Ian T. Lovejoy, Pamela J. Sebesky, and Mark D. Wolfe; Deputy City Manager Bryan Foster, Paralegal Rose V.B. Spring, City Attorney Craig Brown, Police Chief Doug Keen, Fire and Rescue Chief Robert L. Clemons, Jr., Communications Manager Patty Prince, Treasurer Patricia Richie-Folks, Budget Manager Stott Mason, Budget Analyst Amanda Hamm, and Planner Kelly Davis.

Mayor Parrish called the meeting to order at 5:32 p.m., delivered the invocation, and led those present in the Pledge of Allegiance.

Community and Staff Presentations

Presentation: Older Americans Month Proclamation

Mayor Parrish presented to Sarah Henry and Raymond Beverage, the City’s representative on the Commission on Aging, a Proclamation proclaiming May 2019 as Older Americans Month in the City of Manassas.

Annual Report: Prince William Area Agency on Aging

Sarah Henry, Director of the Prince William Area Agency on Aging, presented to the City Council its annual report.

Council Time

Council Member Sebesky reported that she attended the Virginia Railway Express (VRE) meeting, which focused on the significant delays the VRE system has been experiencing. Council Member Sebesky announced that May is Mental Health Awareness Month. Council Member Sebesky informed the community of the film presentation of “Heroin’s Grip” at Osbourn High School on June 3 at 7:00 p.m. and urged the community to see the film.

Council Member Davis-Younger reported that she will be attending the Metropolitan Washington Council of Governments Air Quality Committee meeting on Wednesday, May 22. Council Member Davis-Younger encouraged citizens to donate to the Jennie Dean Memorial. Council Member Davis-Younger wished the community a happy and safe Memorial Day.

Council Member Ellis reported that she attended the groundbreaking for the Chantilly Air expansion at the Manassas Regional Airport. Council Member Ellis informed the community that a potential park on Greenleaf Drive is being explored. Council Member Ellis announced that Saturday, June 1 is the Manassas Railway Festival in Historic Downtown.

Vice Mayor Elston provided the following remarks after the Closed Session:

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May 20, 2019

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It is with mixed emotions that I announce that I will be resigning my seat on the Manassas City Council, effective at the end of July 2019, as my family and I will say farewell to this city and so many people we care about sincerely.

Many citizens know that I am the Director of the School Theater at George Mason University. That program’s rise in regional and national rankings has garnered attention, and I was deeply honored to be offered the position of Associate Dean of Arts and Sciences and Director of Performing Arts at High Point University in North Carolina. This was not a position for which I applied. It is a position that was created with me in mind, and the offer of the position was made just last week.

There will be more to say in the coming weeks, but this Council has achieved some great things in the past few years, and I feel satisfaction and pride at having been a part of this city’s storied history. I want to thank the citizens of Manassas who have given me the opportunity to serve this community and offer my appreciation for support and words of grace. To my family, my wife Molly and my children, Sam and Emma, thank you for the support and the sacrifices of timer and energy that you have given to this adventure of running for office and public service. To my colleagues on Council and City Staff, with whom I have enjoyed working, I say thank you, to you, as well, and you will always have my desire to see the best for this City.

As A.A. Milne wrote, in the voice of one ‘willy, nilly, silly old bear’, “How lucky I am to have something that makes saying goodbye so hard.”

Mayor Time

Mayor Parrish indicated that he has requested an update on the Route 28 bypass project.

Staff Reports

Bryan Foster, Deputy City Manager, reported that the sidewalk at 9107 Center Street will be closed this week for window replacement.

Mr. Foster announced that Acoustic Tuesday’s at the Harris Pavilion begin on Tuesday, May 21 from 7:00 p.m. to 8:30 p.m.

Mr. Foster informed the community that a new display of sculptures from students at Northern Virginia Community College are on display throughout the City.

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May 20, 2019

3

1) Consent Agenda

1.1 City Council Minutes: May 6, 2019 and May 9, 20191.2 Proclamation - Lesbian, Gay, Bisexual, Transgender, and Questioning (LGBTQ)

Pride Month 1.3 Proclamation - Older Americans Month 1.4 Performance Bond and Erosion Control Bond Replacement:1.5 Resolution 2019-10-R: Amending the FY 2019 Budget by Budgeting and

Appropriating $87,800 of Stormwater Fund Fund Balance for Operations/Maintenance Issues for the Remainder of the Year

1.6 Uncodified Ordinance #O-2019-16: Setting the Tax Year 2019 Personal Property Tax Rate to Support the Fiscal Year 2020 Budget (Second Reading)

1.7 Uncodified Ordinance #O-2019-17: Setting the Water Utility Rates, Sewer Utility Rates, and Electric Utility Rates Effective July 1, 2019 (Second Reading)

1.8 Uncodified Ordinance #O-2019-18: Setting the Stormwater Management Service Fees Effective July 1, 2019 (Second Reading)

1.9 Uncodified Ordinance #O-2019-19: Establishing the Park, Culture & Recreation Fee Schedule for All Rentals, Permits, Programs, Admission, Services, Historic and Cultural Fees Effective July 1, 2019 (Second Reading)

1.10 Uncodified Ordinance #O-2019-20: Establishing a Fee Schedule for Permits required by Article III of Chapter 10 of the Code of Ordinances, City of Manassas, Virginia (1978), as Amended, Generally Relating to Permit Fees Described in the Fire Prevention Code Effective July 1, 2019 (Second Reading)

1.11 Uncodified Ordinance #O-2019-21: Establishing the Manassas Regional Airport Fee and Rent Schedule Effective July 1, 2019 (Second Reading)

COUNCIL MEMBER LOVEJOY MOVED to approve Consent Agenda Items 1.1 through 1.11and that the reading of the ordinances be dispensed. Seconded by Vice Mayor Elston. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky and Wolfe. MOTION CARRIED.

2) Ordinances and Resolutions

2.1 Uncodified Ordinance #O-2019-15: Setting the Tax Year 2020 Real Estate Tax Rates to Support the Fiscal Year 2020 Budget (Second Reading)

VICE MAYOR ELSTON MOVED to approve Uncodified Ordinance #O-2019-15: Setting the Tax Year 2020 Real Estate Tax Rates to Supper the Fiscal Year 2020 Budget on second reading. Seconded by Council Member Sebesky. Roll call vote: AYES – Davis-Younger, Elston, Sebesky, and Wolfe. NAYS – Ellis and Lovejoy. MOTION CARRIED.

2.2 Ordinance #O-2019-24: An Ordinance to Amend and Reenact the Code of Ordinances, City of Manassas, Virginia (2002), As Amended, By Amending Section 114-481 of Article X (Stopping, Standing and Parking) of Division 2

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May 20, 2019

4

(Stopping on Highways) Related to Parking Vehicle Without Current Commonwealth of Virginia License Plate, Decal, or Safety Inspection Sticker (First Reading)

Douglas W. Keen, Chief of Police, stated that City Council is considering an Ordinance to amend Manassas City Code Section 114-481 to allow enforcement for expired inspection stickers on vehicles parked on public streets as a parking enforcement charge.

COUNCIL MEMBER WOLFE MOVED to approve Ordinance #O-2019-24: An Ordinance to Amend and Reenact the Code of Ordinances, City of Manassas, Virginia (2002), As Amended, By Amending Section 114-481 of Article X (Stopping, Standing and Parking) of Division 2 (Stopping on Highways) Related to Parking Vehicle Without Current Commonwealth of Virginia License Plate, Decal, or Safety Inspection Sticker on first reading. Seconded by Council Member Sebesky. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.3 Ordinance #O-2019-25: An Uncodified Ordinance to Provide for the Payment of a Fine in Lieu of Prosecution for Parking Violations (First Reading)

Douglas W. Keen, Chief of Police, stated that City Council is considering an Ordinance to impose a $50.00 fee for expired inspection stickers on vehicles parked on public streets in lieu of prosecution.

COUNCIL MEMBER WOLFE MOVED to approve Ordinance #O-2019-25: An Uncodified Ordinance to Provide for the Payment of a Fine in Lieu of Prosecution for Parking Violations on first reading. Seconded by Council Member Sebesky. Roll call vote: AYES – Davis-Younger, Ellis,Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

2.4 Resolution #R-2019-58: SUP #2019-05, All Saints Catholic Church, 9294 Stonewall Road

Kelly Davis, Senior Planner, stated that City Council is considering a special use permit request from All Saints Catholic Church for a comprehensive sign package at the All Saints Catholic Church campus. Ms. Davis stated that a public hearing was held on May 13, 2019 and Planning Commission and staff are recommending approval of SUP #2019-05 as conditioned.

COUNCIL MEMBER WOLFE MOVED to approve Resolution #R-2019-58: SUP #2019-05, All Saints Catholic Church, 9294 Stonewall Road. Seconded by Council Member Ellis. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, and Wolfe. MOTION CARRIED.

3) Awards, Acknowledgments and Presentations - 7:15 p.m.

3.1 Proclamation - Lesbian, Gay, Bisexual, Transgender, and Questioning (LGBTQ) Pride Month

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May 20, 2019

5

Council Member Ken Elston presented to members of Equality Prince William, a Proclamation proclaiming June 2019 as Lesbian, Gay, Bisexual, Transgender, and Questioning (LGBTQ) Pride Month in the City of Manassas.

4) Citizens’ Time

Meg Carrol, resident of the City of Manassas and Georgetown South Community Manager, expressed her concerns on the parking in Georgetown South.

Thomas Osina, resident of the City of Manassas and member of the Georgetown South Board of Directors, expressed support on behalf of the Georgetown South Board of Directors of Meg Carrol’s comments in regards to parking in Georgetown South.

Tim Demeria, resident of the City of Manassas and Manassas City School Board Member, thanked Vice Mayor Elston for his service to the City of Manassas.

Lynn Forkell, resident of the City of Manassas, thanked Vice Mayor Elston for his service to the City of Manassas and informed City Council of a request to be made in the future in regards to signage on Greenleaf Drive.

Sheryl Bass, resident of the City of Manassas and former Vice Mayor, thanked Vice Mayor Elston for his service to the City of Manassas.

Patricia Richie-Folks, resident of the City of Manassas and Treasurer, thanked Vice Mayor Elston for his service to the City of Manassas.

Helen Sorto, resident of the City of Manassas, thanked Vice Mayor Elston for his service to the City of Manassas.

Ralph Smith, resident of the City of Manassas, thanked Vice Mayor Elston for his service to the City of Manassas.

5) Authorize a Closed Meeting

5.1 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 §2.2-3711 (A) (1): to discuss the resignation of a specific public officer, appointee, or employee of the City. Seconded by Council Member Wolfe. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, Wolfe. MOTION CARRIED.

Mayor Parrish announced that the Mayor and City Council, City Attorney, and Deputy City Manager would be included in the closed meeting discussion.

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May 20, 2019

6

The City Council retired to the closed meeting at 6:04 p.m.

6) Certify the Closed Meeting

6.1 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 Sebesky. Roll call vote: AYES – Davis-Younger, Ellis, Elston, Lovejoy, Sebesky, Wolfe. MOTION CARRIED.

The City Council returned from the closed meeting at 7:18 p.m.

A motion was duly made, seconded and CARRIED UNANIMOUSLY to adjourn the meeting.

Mayor Parrish declared the meeting adjourned at 7:43 p.m.

MAYOR CITY CLERK

_________DATE APPROVED

21

City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: Consent Agenda

Agenda Title: Performance Bond and Erosion Control Bond Release:Jackson Manor, Section 1, Lot 44. Lot Grading Plan, SP#2019-0016

Recommendation: Approve

Motion: 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 release of the Performance Bond and Erosion Control Bond for Soul’s Harbor Church Parking Addition be approved.

Date Last Consideredby City Council:

N/A

Summary and/orComments:

Request authority to release the Performance Bond and the Erosion Control Bond for the following project – Jackson Manor, Section 1, Lot 44. Lot Grading Plan, SP#2019-0016.

This was a lot grading site plan for a new single family home constructed at 10466 Brackets Ford Circle.

Board – Committee – or Commission Reviewed:

N/A

Fiscal Impact: N/A

Staff Contact: Gregory J. Bokan, AICP, Development Services Coordinatorgbokan@manassasva.gov(703) 257-8204

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25

City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: Consent Agenda

Agenda Title: Performance Bond and Erosion Control Bond Release:Technology Drive Self Storage. Site Plan. SP#04-63, SP#16-35

Recommendation: Approve

Motion: 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 release of the Performance Bond and Erosion Control Bond for Soul’s Harbor Church Parking Addition be approved.

Date Last Consideredby City Council:

N/A

Summary and/orComments:

Request authority to release the Performance Bond and the Erosion Control Bond for the following project – Technology Drive Self Storage. Site Plans, SP#04-63, SP#16-35.

This was a lot grading site plan for a commercial self-storage facilityconstructed at 9501 and 9515 Technology Drive.

Board – Committee – or Commission Reviewed:

N/A

Fiscal Impact: N/A

Staff Contact: Gregory J. Bokan, AICP, Development Services Coordinatorgbokan@manassasva.gov(703) 257-8204

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City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: Consent Agenda

Agenda Title: Resolution #R-2019-59: Street Name Assignments - Landing at Cannon Branch (Commercial) and Manassas Regional Airport

Recommendation: Approve Resolution #R-2019-59

Motion: 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 Resolution #R-2019-59 be approved.

Date Last Consideredby City Council:

N/A

Summary and/orComments:

Section 102-1 of the Code of Manassas states that changes in street names will be made only upon City Council approval. The following street names are recommended for the commercial streets in the Landing at Cannon Branch and as shown on the attached maps: Buchanan Loop and Phair Way. The street name Skyview Terrace is recommended for the new private street, as shown on the attached map, serving the Chantilly Air expansion at the Manassas Regional Airport.

Board – Committee – or Commission Reviewed:

Land Use Committee (May 30, 2019)

Fiscal Impact: N/A

Staff Contact: Matthew D. Arcieri, AICP, Planning & Zoning Managermarcieri@manassasva.gov(703) 257-8232

30

MOTION: June 10, 2019

Regular MeetingSECOND: Res. No. R-2019-59

RE: Street Name Assignments - Landing at Cannon Branch (Commercial) and Manassas Regional Airport

WHEREAS, Section 102-1 of the Code of Manassas states that changes in street names will be made only upon City Council approval; and

WHEREAS, the following street names are recommended for the new private commercial streets in the Landing at Cannon Branch and as shown on the attached maps: Buchanan Loop and Phair Way; and

WHEREAS, the street name Skyview Terrace is recommended for the new private street, as shown on the attached map, serving the Chantilly Air expansion at the Manassas Regional Airport.

NOW, THEREFORE, BE IT RESOLVED that the Manassas City Council meeting in regular session this 10th day of June does hereby approve the street name assignments for the Landing at Cannon Branch (Commercial) and the Manassas Regional Airport as shown on the attached maps.

______________________________________ Harry J. Parrish II Mayor On behalf of the City Council

of Manassas, Virginia

ATTEST:

__________________________________Lee Ann Henderson City Clerk

Votes:Ayes: Nays:Absent from Vote:Absent from Meeting:

31

SHE DSMOKING

AREA

FUTURE RETAIL

FUTURE OFFICE

FUTURE OFFICE

FUTURE RETAIL/OFFICE BUILDING

OFFICE OVER RETAIL

HOTEL

FUTURE RESIDENTIAL

FUTURE PROMENADE

EXISTING DMV

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200' - 0" 16' - 0"

60' -

0"

40' - 0"

FUTURE PROMENADESTREETSCAPE TO PROMENADE

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FUTURE OFFICE

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12.1

3.18 LANDING AT

CANNON BRANCH SITE PLAN

Exist

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Buch

anan

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Phair Way

R-2019-59, Attachment 1

32

For Reference Only Not to Scale

R-2019-59 - Attachment 2

33

City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: 10 minutes

Agenda Title: Resolution #R-2019-60: A Resolution Approving a Wastewater Capacity Sale and Purchase Agreement Between the Board of Supervisors of Fairfax County and the City of Manassas, Virginia

Recommendation: Approve

Motion: I move that Resolution #R-2019-60 be approved.

Date Last Consideredby City Council:

N/A

Summary and/orComments:

The Sewer Department is seeking approval to purchase 500,000 gallons per day (0.5 MGD) of sewer capacity from Fairfax County. Cost of this purchase will be approximately $12.56 million. This is needed to keep up with anticipated growth in the City.

Due to anticipated growth and the expansion of Micron in the City over the next few years, the Staff is recommending the purchase of additional sewer capacity. The City currently owns 8.69 MGD of capacity. The highest 30 consecutive day flow average over the past 48 months has been 8.13 MGD or 93.55% of the City’s total capacity. While the Sewer Department has been working to reduce I&I, recent rain as well as continued growth has demonstrated the need additional capacity. Fairfax County is willing to sell the City 0.5 MGD.

Buying capacity now may avoid the City triggering the need for a UOSA plant expansion or a moratorium on additional growth in the city. Either option could be costly to the City.

The purchase price for this capacity is $12,562,601. The City will pay $8,220,297 and make the debt service payments on the associated capacity.

Board – Committee – or Commission Reviewed:

Utility Commission

Fiscal Impact: Expenditures: $8,220,297 FY 19 $ 371,967 FY 20

Staff Contact: Tony Dawood, Director of Utilitiestdawood@manassasva.gov(703) 257-8382 34

MOTION: June 10, 2019Regular Meeting

SECOND: Res. No. R-2019-60

RE: A RESOLUTION APPROVING A WASTEWATER CAPACITY SALE AND PURCHASE AGREEMENT BETWEEN THE BOARD OF SUPERVISORS OF FAIRFAX COUNTY AND THE CITY OF MANASSAS, VIRGINIA

WHEREAS, Fairfax County (“Fairfax”) and the City of Manassas (“City”) are two of the four

member jurisdictions of the Upper Occoquan Service Authority (“UOSA”), which provides for the

delivery and treatment of wastewater at the UOSA Regional Water Reclamation Plant (“UOSA

Plant”); and,

WHEREAS, each member jurisdiction has been allocated a percentage of UOSA’s

wastewater delivery and treatment capacity; and,

WHEREAS, Fairfax has determined that it has an available and unused wastewater

delivery and treatment capacity at the UOSA Plant that can be made available and used by

another member jurisdiction, to meet the wastewater demands of such jurisdiction; and,

WHEREAS, the City desires to acquire a portion of Fairfax’s available unused wastewater

delivery and treatment capacity in order to meet the City’s future wastewater needs; and,

WHEREAS, Fairfax and the City have the authority to enter into an agreement to sell and

purchase a portion of the available unused wastewater delivery and treatment capacity, and

UOSA has advised that it will approve the proposed reallocation of capacity between the two parties;

and,

WHEREAS, Fairfax and the City have negotiated an agreement that provides the terms

and conditions for the sale of 0.5 million gallons per day (“gpd) of wastewater capacity in the

UOSA system by Fairfax to the City.

NOW, THEREFORE, BE IT RESOLVED by the Council for the City of Manassas, Virginia that

the attached Wastewater Capacity Sale and Purchase Agreement between The Board of

Supervisors of Fairfax County and The City of Manassas, Virginia is hereby approved, and the

35

June 10, 2019Regular MeetingRes. No. R-2019-60Page Two

Mayor is authorized to execute the Agreement on behalf of the City, in form approved by the City

Attorney.

___________________________________Harry J. Parrish II Mayor

on behalf of the City Councilof Manassas, Virginia

ATTEST:

______________________________Lee Ann Henderson, City Clerk

Votes: Ayes:Nays:Absent from Vote:Absent from Meeting:

36

WASTEWATER CAPACITY SALE AND PURCHASE AGREEMENT

between

THE BOARD OF SUPERVISORS OF FAIRFAX COUNTY

and

THE CITY OF MANASSAS, VIRGINIA

Dated ________ ___, 2019

37

1

Wastewater Capacity Sale and Purchase Agreement

THIS AGREEMENT is made as of the ______ day of ______________, 2019, by and between

the BOARD OF SUPERVISORS OF FAIRFAX COUNTY, VIRGINIA, a body politic and

corporate, hereinafter referred to as “Fairfax” and the CITY OF MANASSAS, VIRGINIA, a

body politic and corporate, hereinafter referred to as “Manassas” (collectively referred to as the

“Parties”).

WITNESSETH:

WHEREAS, Fairfax, Prince William County, Manassas, and the City of Manassas Park are, as of

the date of this Capacity Agreement, the current Participants to the UOSA Service Agreement,

which provides for the delivery and treatment of wastewater at the UOSA Millard H. Robbins,

Jr. Regional Water Reclamation Plant (“UOSA Plant”); and

WHEREAS, the UOSA Service Agreement provides, among other things, for the wastewater

delivery and treatment capacity allocable to each respective Participant; and

WHEREAS, Fairfax has contracted with UOSA pursuant to the UOSA Service Agreement for

27.5999 million gallons per day of wastewater delivery and treatment capacity in the UOSA

System; and

WHEREAS, Fairfax has determined that it has an available and unused wastewater Capacity

Allocation in the UOSA Delivery System and the UOSA Plant that can be made available and

used by the Participants using such facilities to meet the wastewater service area flow demands

of such respective Participants; and

WHEREAS, Fairfax wants to offer a portion of its available unused wastewater delivery and

treatment capacity to Manassas to assist Manassas in meeting the wastewater capacity needs of

its respective service area; and

38

2

WHEREAS, the Parties realize the economic benefit of utilizing existing available wastewater

treatment capacity to meet the wastewater treatment capacity requirements of the respective

Participants’ wastewater service areas to defer the construction of new wastewater treatment

capacity; and

WHEREAS, in 2007, the Parties entered into a Wastewater Capacity Sale and Purchase

Agreement whereby Fairfax sold 1 MGD (the “2007 Purchased Capacity”) of its available

unused wastewater delivery and treatment capacity to Manassas (the “2007 Capacity

Agreement”); and

WHEREAS, the terms of this Agreement, except as to price, are substantially consistent with the

terms of the 2007 Capacity Agreement, which UOSA approved in 2007;

WHEREAS, Manassas desires to secure more of the available unused wastewater delivery and

treatment capacity that is currently allocated to Fairfax and which is an obligation of Fairfax with

respect to the funding or payment of such capacity to UOSA; and

WHEREAS, Fairfax has the authority to enter into an agreement to sell a portion of the available

unused wastewater delivery and treatment capacity to Manassas; and

WHEREAS, Manassas has the authority to enter into an agreement to purchase from Fairfax a

portion of its available unused wastewater delivery and treatment capacity offered by Fairfax;

and

WHEREAS, UOSA has advised the Parties that it will approve a reallocation of capacity

consistent with § 2.2 herein;

NOW, THEREFORE, in consideration of the aforementioned premises, and of the mutual

benefits to be derived therefrom, and of the respective undertakings, promises, and covenants of

the Parties as hereinafter contained, and that the above recitals are true and correct and

39

3

incorporated herein by reference, the Parties mutually covenant, undertake, promise, and agree as

follows:

ARTICLE I

SHORT TITLE AND DEFINITIONS

SECTION 1.1 SHORT TITLE. This Agreement between Fairfax and Manassas shall be

referred to as the “Capacity Agreement” or this “Agreement”.

SECTION 1.2 DEFINITIONS. The terms in this Section, for all purposes of this

Capacity Agreement and any amendments or other changes thereto, shall have the following

meanings:

1. “Adjusted Capacity Allocation” means the sum of Manassas’ Capacity Allocation, the

Purchased Capacity, and the 2007 Purchased Capacity.

2. “Adjusted Capacity Allocation Percentage” means the Capacity Allocation Percentage

adjusted for purposes of this Agreement to recognize the sale and purchase of the

Purchased Capacity and the 2007 Purchased Capacity.

3. “Capacity” means the total capacity permitted by DEQ in the Certificate to Operate for the

UOSA Plant expressed as the highest average of any 30 consecutive day flow.

4. “Capacity Allocation” means the allocation of Capacity in the UOSA Plant to which each

Participant has the exclusive use and entitlement pursuant to the UOSA Service

Agreement.

5. “Capacity Allocation Percentage” means the Capacity Allocation expressed on a

percentage basis that is calculated using a Participant’s respective Capacity Allocation as

the numerator and the Capacity as the denominator.

6. “DEQ” means the Virginia Department of Environmental Quality and / or the State Water

Control Board or any other agency or agencies of the Commonwealth of Virginia or the

United States that may succeed to their duties.

7. “Excess Flow” means the amount of wastewater flow delivered by Manassas to UOSA as

metered at the Point of Delivery by UOSA that is greater than the Adjusted Capacity

Allocation, as determined by the highest average of any 30 consecutive day flow.

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4

8. “Fairfax Capacity Allocation” means the Capacity Allocation to which Fairfax is entitled

under the UOSA Service Agreement.

9. “Force Majeure” includes, but is not limited to, acts of God, strikes, lockouts, or other

industrial disturbances, acts of any public enemy, wars, blockades, riots, acts of armed

forces, epidemics, delays by carriers, inability to obtain materials or rights-of-way on

reasonable terms, acts or failures to act by public authorities not under the control of any

party to this Agreement, or acts or failures to act by regulatory authorities.

10. “Meters”, “metering”, or “metered” means or refers to any device for measuring the flow

of wastewater delivered to the UOSA System by the Participants.

11. “MGD” means millions of gallons per day.

12. “Occoquan Policy” means the DEQ State Water Control Board’s Policy for Waste

Treatment and Water Quality Management in the Occoquan Water shed, dated July 26,

1971, as the same has been or may be revised from time to time.

13. “Operating Costs” means all costs associated with operating the UOSA System and

includes all costs of operation and maintenance, including indirect costs of administration

and overhead, all as determined by UOSA.

14. “Participants” means the parties having a Capacity Allocation in the UOSA System in

accordance with the UOSA Service Agreement, which parties include Fairfax County,

Prince William County, the City of Manassas, the City of Manassas Park, and any other

unit of local government which may be added in the future due to amendment, restatement,

or modification of the UOSA Service Agreement.

15. “Permitted UOSA Plant Capacity” means the then current capacity permitted by DEQ

pursuant to the issuance of a Certificate to Operate.

16. “Point of Delivery” means the location of the connections made by the Participants at any

point along the UOSA Delivery System for the Participants’ delivery of wastewater to

UOSA for treatment and disposal.

17. “Purchased Capacity” means the amount of Fairfax Capacity Allocation that is purchased

by Manassas in accordance with this Agreement.

18. “System Capacity” means the Capacity at the UOSA Plant and the Participants’ implied

capacity in the UOSA Delivery System necessary to deliver wastewater from the Point of

Delivery to the UOSA Plant.

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19. “Transfer Date” means the date that the Purchased Capacity is sold and made available by

Fairfax and purchased by and transferred to Manassas for its exclusive use.

20. “UOSA” means the Upper Occoquan Sewage Authority, a public body politic and

corporate duly created pursuant to the Virginia Water and Waste Authorities Act (Virginia

Code §§15.2-5100 et seq.) by the Councils of the Cities (then Towns) of Manassas and

Manassas Park and the Boards of Supervisors of Fairfax and Prince William Counties and a

Certificate of Incorporation issued by the State of Corporation Commission of Virginia on

April 1, 1971, as may be amended, restated, or modified from time to time.

21. “UOSA Bonds” means notes, bonds, bond anticipation notes, or other debt obligations of

UOSA whether now outstanding or to be issued in the future.

22. “UOSA Delivery System” means the regional delivery system of trunk or interceptor

sewers now existing or to be expanded, constructed, or modified that are now or will be

owned, operated, and managed by UOSA for the transmission of wastewater from the

respective Participant’s sewer sheds or service areas to the UOSA Plant including, but not

limited to, power supplies, pumping facilities, force mains, flow metering and measuring

devices, storage facilities, and other related utility plant that are necessary to convey

wastewater. Such facilities are in addition to the facilities that comprise the UOSA Plant

that is owned, operated, or managed by UOSA.

23. “UOSA Existing Bonds” means the outstanding principal amount of the Regional

Sewerage System Bonds, Series 1995A Bonds, Regional Sewerage System Revenue

Bonds, Series 2010B, Virginia Resource Authority Loans 2011A and 2011B, Taxable

Regional Sewerage System Revenue Refunding Bonds, Series 2013A, Regional Sewerage

System Revenue Refunding Bonds, Series 2013B, Regional Sewerage System Revenue

Refunding Bonds, Series 2014, Regional Sewerage System Revenue Bonds, Series 2016A,

Regional Sewerage System Revenue Refunding Bonds, Series 2016B, and any other notes,

bonds, bond anticipation notes or other debt obligations of UOSA issued prior to the

Transfer Date, and any bonds issued to refund any of the bonds included in this definition.

24. “UOSA Existing Bonds Component” means the outstanding principal amount of the UOSA

Existing Bonds that is allocable to the Capacity Allocation that is sold by Fairfax to

Manassas.

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6

25. “UOSA Liability” means the amount of existing and future UOSA Bonds and other related

financial obligations for which the Participants are responsible for payment in accordance

with the Capacity Allocation Percentage as referenced in the UOSA Service Agreement.

26. “UOSA Plant” means UOSA’s Millard H. Robbins, Jr. Regional Water Reclamation Plant,

now existing or as it may be expanded, constructed, re-rated, or modified that is owned,

operated, or managed by UOSA, including administration buildings, plant offices,

laboratory building, retention and ballast basins, power supplies, and necessary

appurtenances and equipment, for the treatment of wastewater and the utilization or

disposal of residuals and by-products in conformance with the requirements of the

Occoquan Policy and DEQ.

27. “UOSA Service Agreement” means the UOSA Service Agreement dated as of the 15th day

of May, 1972, as amended, restated, or modified from time to time, which, among other

things, contractually obligates UOSA to provide wastewater delivery and treatment

capacity and service to the Participants. A copy of the version of the UOSA Service

Agreement in effect as of the date of this Agreement is included in Attachment A for

reference.

28. “UOSA System” means the combination of the UOSA Plant and the UOSA Delivery

System.

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ARTICLE II

SALE OF CAPACITY

SECTION 2.1 CAPACITY ALLOCATION TRANSFER. Fairfax agrees to sell and

Manassas agrees to purchase 0.5 MGD of the Fairfax Capacity Allocation resulting from

expansion of the UOSA Plant from 27.0 to 54.0 MGD, including expansion of the associated

UOSA Delivery System, in addition to the 1.0 MGD of the Fairfax Capacity Allocation sold to

Manassas under the 2007 Capacity Agreement. As between these Parties, the purchase of the

additional 0.5 MGD of the Fairfax Capacity Allocation is considered as being permanent in

nature and, as between these Parties, Manassas assumes all future responsibility for the UOSA

Liability, including but not limited to the liability associated with the UOSA Existing Bonds

Component, as it relates to the acquisition of Purchased Capacity, as of and subsequent to the

Transfer Date. As between these Parties, Fairfax will be relieved of all UOSA Liability,

including but not limited to the liability associated with the UOSA Existing Bonds Component,

with respect to the sale of the Purchased Capacity as of and subsequent to the Transfer Date. As

of the Transfer Date, the Parties will request UOSA to bill in accordance with the Adjusted

Capacity Allocation Percentages as if the Capacity Allocations had been correspondingly revised

in accordance with the UOSA Service Agreement. The Parties agree that for the 0.5 MGD of

Capacity Allocation that is transferred from Fairfax to Manassas as of the Transfer Date, the

Adjusted Capacity Allocation Percentage will be calculated as follows:

A. For Fairfax’s share of the total Permitted UOSA Plant Capacity:

(Fairfax Capacity Allocation [27.5999 MGD] minus the Purchased Capacity* / Permitted

UOSA Plant Capacity [54.0 MGD]

B. For Manassas’s share of the total Permitted UOSA Plant Capacity:

(Manassas Capacity Allocation [7.6893 MGD] plus 1.5 MGD) / Permitted UOSA Plant

Capacity [54 MGD]

[*For purposes of calculating Fairfax's Adjusted Capacity Allocation Percentage, Purchased

Capacity will also include 1 MGD purchased by the City of Manassas from Fairfax in 2007, and

2 MGD purchased by Prince William County in each of 2007 and 2011 for a total of 5.5 MGD.]

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8

The parties hereto acknowledge that the purchase and sale of the Purchased Capacity will not

affect the Capacity Allocations or Capacity Allocation Percentages under the UOSA Service

Agreement.

SECTION 2.2 NOTIFICATION OF TRANSFER. Execution of this Agreement will

serve as notification by Fairfax and Manassas to UOSA of the intent to sell a portion of the

Fairfax Capacity Allocation to Manassas. Upon execution of this Agreement, the Parties will

provide a copy of this Agreement to UOSA and request, pursuant to § 5.4 of the UOSA Service

Agreement that UOSA approve the reallocation of capacity set forth herein. Pursuant to § 5.4 of

the UOSA Service Agreement, the Parties will further request UOSA to change the UOSA Plant

capacity allocations on its books and records for billing purposes and bill in accordance with the

transfer of capacity set forth in this Agreement. However, the Parties acknowledge that this

Agreement does not in any way alter the Parties’ underlying obligations under the UOSA Service

Agreement. The Parties affirm that this Agreement is not an assignment or novation of the

UOSA Service Agreement and does not reduce, change, or modify either Party's obligations

under the UOSA Service Agreement.

SECTION 2.3 BILLING ADJUSTMENT DATE. The Billing Adjustment Date for the

Purchased Capacity shall occur on the first day of the calendar year quarter (January 1st, April 1st,

July 1st, or October 1st) subsequent to the execution of this Agreement by all Parties.

SECTION 2.4 ACQUISITION PRICE OF PURCHASED CAPACITY AND

PAYMENT OF FUTURE COSTS. The acquisition price to be paid by Manassas for the

purchase of 0.5 MGD will be based on all costs incurred by Fairfax with respect to the expansion

of the UOSA Plant from 27.0 MGD to 54.0 MGD, including carrying interest cost for five years.

The price per 0.5 MGD of the UOSA System Capacity is calculated to be $ 8.22 million

provided the remaining debt service owed with respect to Purchased Capacity will be paid in

future installments by Manassas as shown on Attachment B, which is made a part of this

Agreement.

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9

Manassas agrees the initial payment of $ 8,220,297 for the Purchased Capacity will be due in

total prior to the Transfer Date. Manassas further agrees it will incur a debt repayment obligation

associated with the UOSA Existing Bonds Component in accordance with the payment schedule

in Attachment B.

Each Party reserves the right to seek a change in the UOSA Service Agreement which reflects

the sale of capacity set forth in this Agreement.

Manassas further agrees that it will be responsible for all future costs and charges invoiced by

UOSA to Fairfax pursuant to §§ 6.1(b) and (c) and 6.3 and 6.4 of the UOSA Service Agreement,

as may be amended from time to time, that are allocable to the Purchased Capacity. Specifically,

Fairfax will charge Manassas for, and Manassas agrees to pay, all costs allocated and invoiced to

Fairfax by UOSA for the Purchased Capacity. The amount to be charged by Fairfax to Manassas

will be based on the following formula:

Capacity Costs multiplied by (Manassas Purchased Capacity / Current Fairfax Capacity

Allocation)

Whereby:

Capacity Costs – all costs invoiced by UOSA to Fairfax pursuant to §§6.1(b) and

(c) and §§ 6.3 and 6.4 of the UOSA Service Agreement, as may be amended from

time to time, that are based on the Capacity Allocation Percentage as referenced

in the UOSA Service Agreement;

Manassas Purchased Capacity – 0.5 MGD; and

Current Fairfax Capacity Allocation – the Capacity Allocation that is used by

UOSA for the billing of obligations as set forth in §§ 6.1(b) and (c) and §§ 6.3

and 6.4 the UOSA Service Agreement, as may be amended from time to time. As

of the date of this Agreement, the Current Fairfax Capacity Allocation is 27.5999

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10

MGD. This capacity figure does not take into account the previous 5 MGD sale of

capacity or the sale of 0.5 MGD capacity contemplated by this Agreement.

Unless and until an amendment to the UOSA Service Agreement is executed that recognizes the

sale of capacity set forth herein, in addition to all obligations related to the 2007 Purchased

Capacity, and based on the cost allocation formula shown above, Manassas will be responsible

for 1.81% (0.5 MGD / 27.5999 MGD) of all existing and future costs associated with the

issuance of additional bonds that are allocable to such capacity, the payment of the Cost of

Replacements and Necessary Improvements (as defined in the UOSA Service Agreement and

sometimes referred to and invoiced by UOSA as “reserve maintenance”), and any other costs

that are invoiced by UOSA to Fairfax based on the Current Fairfax Capacity Allocation. The

Parties expect that no later than the Billing Adjustment Date UOSA will invoice Manassas

quarterly for such costs attributable to the Purchased Capacity using the Payment Schedule by

Fiscal Year in Attachment B, but until UOSA begins invoicing Manassas for the Purchased

Capacity, Fairfax will bill Manassas quarterly for all such future costs invoiced by UOSA to

Fairfax that are attributable to the Purchased Capacity.

Manassas agrees that, subsequent to the Transfer Date, it will be liable for all future costs

invoiced by UOSA to Fairfax that are attributable to the Purchased Capacity and agrees to pay

Fairfax for such costs. Fairfax will invoice Manassas within 30 days after receipt of the

quarterly UOSA invoice for such costs attributable to the Purchased Capacity. To the extent that

Manassas does not compensate Fairfax for the future costs invoiced to Fairfax for the Purchased

Capacity, then Fairfax shall have the right to impose interest on such unpaid amounts, which

shall accrue at the highest rate of interest payable by UOSA on any of the bonds then outstanding

until such amounts and interest thereon have been paid in full.

SECTION 2.5 OPERATING COSTS ASSOCIATED WITH CAPACITY

ALLOCATION. Participants are responsible for all Operating Costs based on metered

wastewater flow measured by metering at the Point of Delivery. Accordingly, all Operating

Costs corresponding to the wastewater flow associated with the Purchased Capacity will be

measured by metering at the Point of Delivery by UOSA and will be billed directly by UOSA to

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11

Manassas. As between the Parties, in no event will Fairfax be responsible for the payment of

any Operating Costs associated with the Purchased Capacity.

SECTION 2.6 COMPLIANCE WITH UOSA SERVICE AGREEMENT. Subject to

§ 2.2, and with respect to the Purchased Capacity acquired by Manassas and transferred by

Fairfax, Manassas agrees to be in compliance with all its responsibilities as provided for in the

UOSA Service Agreement as it relates to the operation and financing of the UOSA System.

These compliance provisions include, but are not limited to, the payment of the allocated debt

service payments on the UOSA Bonds, payment of rates for service, delivery of wastewater

flows in accordance with the capacity and strength limits, and any other requirements as defined

in the UOSA Service Agreement. It is acknowledged by the Parties that any default by

Manassas with respect to the UOSA Service Agreement relating to the Purchased Capacity shall

be, as between Fairfax and Manassas, the sole obligation and responsibility of Manassas. Fairfax

retains all legal rights and remedies against Manassas to recover any and all monies Fairfax is

obligated to pay to UOSA as a result of such default.

ARTICLE III

EXCESS FLOWS

SECTION 3.1 EXCESS FLOW ABOVE CAPACITY ALLOCATION. As a condition

of this Agreement and in order to meet the service area wastewater requirements, Manassas has

agreed to purchase a portion of the Fairfax Capacity Allocation for its specific use as discussed

in Article II and has agreed not to utilize any additional amount of the Fairfax Capacity

Allocation. Manassas and Fairfax recognize that in order to maintain equity and to provide fair

compensation among the Participants, any time Manassas has an Excess Flow occurrence, as

defined in § 1.2 above, Manassas shall compensate the Participant(s) that has(have) the available

and unused Capacity Allocation which is effectively being used to meet Excess Flow demands.

Accordingly, when Manassas has an Excess Flow occurrence it shall pay an additional charge as

set forth in § 3.2. Manassas’ Adjusted Capacity Allocation shall be used to determine whether

an Excess Flow has occurred.

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12

SECTION 3.2. PAYMENT FOR EXCESS FLOW. To the extent that Manassas has an

Excess Flow occurrence, Fairfax may charge, and Manassas agrees to pay Fairfax, an amount

equal to the Fairfax pro rata share of the amount to be calculated in accordance with this § 3.2;

provided, however, that Fairfax agrees not to impose charges under this § 3.2 for any period that

UOSA imposes charges pursuant to § 6.6 of the UOSA Service Agreement payable to Fairfax for

Manassas Excess Flow. Fairfax will rely on UOSA data to determine the Manassas flows.

Additional charges imposed by Fairfax, and paid by Manassas, in accordance with this § 3.2 do

not purchase any capacity for Manassas in addition to the amounts purchased under this

Agreement, nor do they condone such Excess Flows.

The payment for Excess Flow shall be calculated by multiplying the cost per MGD, based on

UOSA’s total annual Debt Service and Capacity (currently 54 MGD), by the amount of

exceedance in MGD. To the extent that other Participants also have available and unused

Capacity Allocation, Fairfax would only bill Manassas under this Agreement for the Fairfax pro

rata share of the Excess Flow payment. Fairfax will notify Manassas of the amount of the

Excess Flow and will invoice Manassas for the share of additional charges required under this

§ 3.2.

Attachment C further outlines the methodology which UOSA or Fairfax would use to determine

whether an exceedance occurred and to calculate applicable additional charges.

ARTICLE IV

MODIFICATION OF UOSA SERVICE AGREEMENT

SECTION 4.1 COMPLIANCE. Both Fairfax and Manassas, as Participants to the UOSA

Service Agreement, shall continue to adhere to all terms, conditions, covenants, and

requirements as outlined in the UOSA Service Agreement that are applicable to such

Participants. While the Parties between themselves have altered their responsibilities for i) the

change in the respective Capacity Allocation in the UOSA System for Fairfax and Manassas and

the obligations associated with such changes in Capacity Allocation; and ii) the recognition of

Excess Flows and the compensation to all Participants that provide the necessary Capacity

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13

Allocation to meet such Excess Flow conditions, as between each Party and UOSA nothing in

this Agreement shall modify, change, or adjust either Party’s obligations under the UOSA

Service Agreement and the ability to meet the policies and intent as defined in the Occoquan

Policy.

ARTICLE V

MISCELLANEOUS PROVISIONS

SECTION 5.1 NO PARTNERSHIP. It is not the purpose or the intention of this

Agreement to create, and this Agreement shall not be construed as creating, a joint venture,

partnership, or other relationship whereby either Party would be liable for the omissions,

commissions, or performance of the other Party.

SECTION 5.2 WAIVER. The failure of either Party to insist on the performance of any

of the terms and conditions of this Agreement, or any waiver of any breach of any of the terms

and conditions of this Agreement, shall not be construed as thereafter waiving any such terms

and conditions of this Agreement, and the terms and conditions of this Agreement shall continue

and remain in full force and effect as if no such forbearance or waiver had occurred.

SECTION 5.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement including the

recitals, which are incorporated by this reference, contains the entire Agreement between the

Parties regarding the purchase of 0.5 MGD of the Fairfax Capacity Allocation by Manassas. No

change or modification of this Agreement shall be valid unless the same is an amendment, in

writing, signed by both Parties.

SECTION 5.4 GOVERNING LAW. This Agreement shall be governed and construed in

accordance with the laws of the Commonwealth of Virginia.

SECTION 5.5 SEVERABILITY. The invalidity of any portion of this Agreement will

not and shall not be deemed to affect the validity of any other provision. In the event that any

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14

provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions

shall be deemed to be in full force and effect as if they had been executed by both Parties

subsequent to the expungement of the invalid provision.

SECTION 5.6 FURTHER ASSURANCE. The Parties shall execute and deliver such

further instruments and do further acts and things as may be required to carry out the intent and

purposes of this Agreement as may be reasonably requested by either Party.

SECTION 5.7 HEADINGS. The descriptive headings in this Agreement are inserted for

convenience only and do not constitute a part of this Agreement.

SECTION 5.8 COUNTERPARTS. This Agreement may be executed in counterparts,

each of which shall constitute one and the same instrument.

SECTION 5.9 ASSIGNMENT. Neither Party may assign its rights under this Agreement

to any person, entity, or other governmental or quasi-governmental body without the prior

written consent of the other Party and UOSA.

SECTION 5.10 FORCE MAJEURE. With respect to the matters contemplated by this

Agreement, neither Party shall be liable or responsible to the other as a result of any injury to

property or as a result of inability to provide capacity, which was caused by any Force Majeure

event.

SECTION 5.11 NOTICE. All notices or requests shall be in writing and shall be given by

hand delivery or certified mail, return receipt requested, postage prepaid, and addressed as

follows:

If to Fairfax, to: Wastewater Planning and Monitoring Division 12000 Government Center Parkway, Suite 358 Fairfax, Virginia 22035 ATTN: Shahram Mohsenin, Director

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15

With a copy to: Office of the County Attorney 12000 Government Parkway, Suite 549 Fairfax, Virginia 22035 ATTN: Elizabeth D. Teare, County Attorney

Or such persons and places as Fairfax may specify by notice. The date of the notice or

request shall be the date of receipt, if delivered by hand, or the postmarked date thereof.

If to Manassas, to: City of Manassas 8500 Public Works Drive Post Office Box 560 Manassas, Virginia 20110 ATTN: Director of Utilities With a copy to: City of Manassas 8500 Public Works Drive Post Office Box 560 Manassas, Virginia 20110 ATTN: Assistant Director/Water & Sewer With a copy to: City of Manassas 8500 Public Works Drive Post Office Box 560 Manassas, Virginia 20110 ATTN: Finance Manager

Or such persons or places as Manassas may specify by notice. The date of the notice or

request shall be the date of receipt, if delivered by hand, or the postmarked date thereof.

The use of electronic means of notification (e-mail) will not be considered as a method of

providing notice for the purposes of this Agreement. Any Party may, by notice in writing given

to the other, designate any further or different addresses to which subsequent notices, certificates

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16

or other communications shall be sent. Any notice shall be deemed given on the date such notice

is delivered by hand or three days after the date mailed. Each Party to this Agreement shall have

a continuing duty to promptly notify the other Party of any change to any of this information.

SECTION 5.12 EFFECTIVE DATE. This Agreement shall become effective upon the

last date of the Parties executing this Agreement, as set forth here below.

(Remainder of page intentionally left blank)

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IN WITNESS WHEREOF, the Parties hereto have caused this Wastewater Capacity Sale

and Purchase Agreement to be executed, and their seals to be affixed and attested by their duly

authorized officers, all as of the date appearing next to their signatures.

BOARD OF SUPERVISORS OF ATTEST: FAIRFAX COUNTY, VIRGINIA

BY: Clerk Chairman

Date:

ATTEST: CITY OF MANASSAS, VIRGINIA

BY: Clerk

Date:

54

ATTACHMENT A

Upper Occoquan Sewage Authority Restated and Amended UOSA Service Agreement

(Agreement attached)

55

ATTACHMENT B

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3

ATTACHMENT C

Implementation of Additional Charges for Excess Flow (Memorandum dated August 15, 2007 from Charles P. Boepple to UOSA Board of

Directors)

(Memorandum attached)

57

City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: 10 Minutes

Agenda Title: Resolution #R-2019-61: A Resolution Approving the Execution of a Consent and Estoppel Agreement and a Ground Lessor Estoppel Certificate and NonDisturbance Agreement by the City of Manassas

Recommendation: Approve

Motion: I move that Resolution #R-2019-61 be approved.

Date Last Consideredby City Council:

N/A

Summary and/orComments:

9950 Wakeman Drive, LLC has requested to assign its Franchise Agreement to Aurora Manassas VA, LLC, an Oklahoma limited liability company (SJCO). The Franchise holder (Wakeman Drive LLC) has the right under the Franchise Agreement to assign the Franchise, but only with the prior consent of the City Council. This will be a total assignment of the Franchise and SJCO will be the owner of the Franchise and shall agree to all the terms and obligations set forth in the Franchise Agreement. This document also summarizes pertinent information found within the lease for the benefit of the assignee. Aurora Flight Sciences Corporation (AFSC) will continue to sublease the facility, but will be subleasing from SJCO.

Wilmington Trust, National Association, has requested that the City of Manassas acknowledge the existence of the Lease Agreement, through an Estoppel Certificate that also summarizes pertinent information found within the lease along with the status of the tenant and the landlord’s rights and obligations under the lease.

Board – Committee – or Commission Reviewed:

Airport Commission

Fiscal Impact: N/A

Staff Contact: Juan Rivera, Airport Directorjrivera@manassasva.gov(703) 257-8261 58

MOTION: June 10, 2019Regular Meeting

SECOND: Res. No. R-2019-61

RE: A RESOLUTION APPROVING THE EXECUTION OF A CONSENT AND ESTOPPEL AGREEMENT AND A GROUND LESSOR ESTOPPEL CERTIFICATE AND NONDISTURBANCE AGREEMENT BY THE CITY OF MANASSAS, VIRGINIA

WHEREAS, in 2005 the City of Manassas (“City”) granted a 40-year franchise at the

Manassas Regional Airport for the lease of facilities and property of approximately 3.75 acres;

and,

WHEREAS, the City’s current tenant under the franchise is 9950 Wakeman Drive, LLC,

(“Wakeman Drive”), who has subleased the premises to Aurora Flight Sciences Corporation

(“AFSC”); and,

WHEREAS, 9950 Wakeman Drive LLC is proposing to assign its rights under the Franchise

Agreement to SJCO – Aurora Manassas VA, LLC pursuant to an Agreement of Sale and Purchase;

and,

WHEREAS, following the sale AFSC will continue to occupy the premises as the sublessee;

and,

WHEREAS, Wakeman Drive, SJCO, AFSC and the lender for SJCO under a Leasehold Deed

of Trust have requested the City to make certain representations and warranties regarding the

validity and status of the existing Franchise Agreement, and to acknowledge the City’s acceptance

of SJCO as the new holder of the Franchise Agreement; and,

WHEREAS, changes proposed by City staff in the representations and warranties have

been accepted, and the Airport Commission has recommended approval of the requested

documents.

NOW, THEREFORE, BE IT RESOLVED by the Council for the City of Manassas, Virginia that

the attached Consent and Estoppel Agreement and the Ground Lessor Estoppel Certificate and

Nondisturbance Agreement are hereby approved, and the Mayor is authorized to execute the

Agreements on behalf of the City, in form approved by the City Attorney.

59

June 10, 2019Regular MeetingRes. No. R-2019-61Page Two

___________________________________Harry J. Parrish II Mayor

on behalf of the City Councilof Manassas, Virginia

ATTEST:

______________________________Lee Ann Henderson, City Clerk

Votes:

Ayes:Nays:Absent from Vote:Absent from Meeting:

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57715/0006-17238533v1

CONSENT AND ESTOPPEL AGREEMENT

THIS CONSENT AND ESTOPPEL AGREEMENT (this “Consent”), dated as of May ___, 2019, is executed by THE CITY OF MANASSAS (“Lessor”) and SJCO – AURORA MANASSAS VA, LLC (“Assignee”).

WHEREAS, 9950 Wakeman Drive, LLC, a Delaware limited liability company (“9950 Wakeman”) is the lessee under that certain Franchise Agreement, dated August 17, 2005, as amended by the “First Amendment of Franchise Agreement” dated March 10, 2014 (the “Franchise Agreement”) originally made by and between Lessor and AURORA FLIGHT SCIENCES CORPORATION, a Delaware corporation (“AFSC”) (as predecessor in interest to 9950 Wakeman), pursuant to which Lessor granted to AFSC the non-exclusive privilege to construct, develop and equip a manufacturing facility of unmanned flight vehicles and perform certain services on those certain parcels of land consisting of a total of approximately 3.75376 acres located within the Manassas Regional Airport in the City of Manassas, as more particularly described in Exhibit A hereto (together with all improvements located thereon, the “Premises”);

WHEREAS, the interests of AFSC as lessee under the Franchise Agreement were assigned to 9950 Wakeman, which in turn subleased the premises back to AFSC (the “Sublease”), which continues to occupy the same as sublessee;

WHEREAS 9950 Wakeman proposes to assign its rights under the Franchise Agreement (the “Assignment”) to SJCO – AURORA MANASSAS VA, LLC, an Oklahoma limited liability company or its assigns (“SJCO”), pursuant to an Agreement of Sale and Purchase dated April 10, 2019; AFSC will continue to occupy the premises as sublessee under the Sublease; and

WHEREAS, 9950 Wakeman has requested Lessor’s consent to the Assignment in accordance with the Franchise Agreement, and Lessor has agreed to provide such consent on the conditions as hereinafter set forth;

NOW, THEREFORE, in consideration of the promises and the continuing obligations in force under the Franchise Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

1. Consent. Lessor consents to the Assignment of the Franchise Agreement to SJCO. Lessor agrees, in the event the Assignment is completed, to recognize SCJO as the lessee and will continue to recognize AFSC as the sublessee under the Franchise Agreement. Lessor acknowledges that the Sublease to AFSC requires that the sublessee continue to pay and perform the obligations of the Franchise Agreement and Lessor will accept payment and performance under the Franchise Agreement directly from AFSC as the sublessee provided, however, that pursuant to Section 12.5 of the Franchise Agreement the recognition of AFSC as the sublessee shall not relieve SCJO as the lessee of any of its obligations to the City set forth in or arising from the Franchise Agreement.

2. Non-Disturbance. Lessor confirms that Lessor shall not, in the absence of an uncured default by SJCO and AFSC under the Franchise Agreement, and then only in accordance

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257715/0006-17238533v1

with the terms of the Franchise Agreement, disturb the possession, interest or quiet enjoyment of AFSC or any permitted successor to AFSC.

3. Amendments or Modifications. Except provided by its terms, the Franchise Agreement shall not be modified, terminated, amended, altered or cancelled without a written agreement between Lessor and the holder of the lessee’s interest therein.

4. Lessor’s Representations and Warranties. Lessor certifies to SJCO, ______________ and AFSC as follows:

(a) The Franchise Agreement is in full force and effect, and a complete and correct copy of the Franchise Agreement is attached as Exhibit B hereto.

(b) To the best of Lessor’s knowledge, no events of default by 9950 Wakeman, AFSC or Lessor have occurred under the Franchise Agreement and Lessor knows of no act or omission by either 9950 Wakeman, AFSC or Lessor that would become an event of default upon the giving of notice or the passage of time.

(c) 9950 Wakeman and/or AFSC have performed the obligations listed in Article 6 of the Franchise Agreement.

(d) As of the date hereof, no rent is due from 9950 Wakeman under the Franchise Agreement and 9950 Wakeman has paid no rent more than 30 days in advance.

(e) As of the date hereof, 9950 Wakeman has paid all additional rent due under Article 17 of the Franchise Agreement and 9950 Wakeman has paid no additional rent more than 30 days in advance.

(f) The use by AFSC of the Premises complies with Article 3 of the Franchise Agreement, as amended by the First Amendment of Franchise Agreement” dated March 10, 2014.

(g) AFSC has properly and timely completed all improvements required under Article 4 and Appendix A of the Franchise Agreement and such improvements have been accepted by Lessor.

(h) To the best of Lessor’s knowledge, 9950 Wakeman and/or AFSC have properly and timely performed all of the maintenance and repairs required under Article 5 of the Franchise Agreement.

(i) To the best of Lessor’s knowledge, 9950 Wakeman and/or AFSC have properly and timely performed the non-discrimination requirements and affirmative action program requirements set forth in Article 14 of the Franchise Agreement.

(j) Lessor has received copies of all licenses and permits required under Article 15 of the Franchise Agreement.

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(k) AFSC has provided the Lessor with satisfactory evidence that AFSC has obtained and is maintaining all of the insurance required under Article 29 of the Franchise Agreement.

(l) To the best of Lessor’s knowledge, 9950 Wakeman and AFSC is in compliance with all requirements of Article 30 of the Franchise Agreement related to hazardous materials and compliance with laws and environmental laws.

5. Further Provisions. (A) The general notice provision is Article 24 of the Franchise Agreement, as amended by the First Amendment of Franchise Agreement” dated March 10, 2014. (B) Lessor acknowledges that, upon the Assignment of the Franchise Agreement to SJCO and the Sublease to AFSC, SJCO shall be the lessee under the Franchise Agreement, so (i) no bankruptcy by AFSC will be a default under Article 18 of the Franchise Agreement, and (ii) AFSC cannot elect not to repair or restore the Premises after damage or destruction under Article 29 of the Franchise Agreement, since the right to make such election will be vested in SJCO as Lessee.

6. Assignee’s Covenants. As evidenced by its authorized signature below, upon the execution of the Assignment SJCO, as Assignee and pursuant to Section 12.3 of the Franchise Agreement, accepts and agrees to all of the terms, conditions and provisions of the Franchise Agreement, and agrees to accept and discharge all of the covenants and obligations of the Lessee under the Franchise Agreement, including but not limited to the payment of all sums due and to become due by Lessee under the terms of the Franchise Agreement.

7. Terms of the Franchise Agreement. The foregoing provisions notwithstanding, the terms and conditions of the Franchise Agreement shall remain in full force and effect.

8. Effectiveness. This Consent shall be binding upon Lessor and its respective successors and assigns.

9. Severability. In the event that any one or more of the provisions contained in this Consent shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision or provisions in every other respect, and the remaining provisions contained herein, shall not be in any way affected or impaired.

10. Headings. The headings of the sections of this Consent are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Consent.

11. Governing Law. This Consent shall be governed and construed in accordance with the laws of the Commonwealth of Virginia.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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457715/0006-17238533v1

IN WITNESS WHEREOF, the parties have executed this Consent as of the day and year first before set forth.

CITY OF MANASSAS

By: Name:Title:

SJCO – AURORA MANASSAS VA, LLC

By: ___________________________

Name: ________________________

Title: _________________________

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57715/0006-17238533v1

EXHIBIT “A”

LEGAL DESCRIPTION

[Attached]

65

MB DRAFT AS OF MAY 20, 2019

732193544.5 19619220 V.2

GROUND LESSOR ESTOPPEL CERTIFICATE AND AGREEMENT

Dated as of _________ ___, 2019

among

CITY OF MANASSAS (the “Ground Lessor”),

[MANASSAS BORROWER] (the “Company”)

and

WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE(the “Lender”)

9950 Wakeman Drive, This instrument wasManassas, Virginia prepared by and when recorded

return to:Daniel J. Favero, Esq.Mayer Brown LLP71 South Wacker DriveChicago, Illinois 60606

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732193544.5 19619220

GROUND LESSOR ESTOPPEL CERTIFICATE AND NONDISTURBANCE AGREEMENT

THIS GROUND LESSOR ESTOPPEL CERTIFICATE AND NONDISTURBANCE AGREEMENT dated as of ________ __, 2019 (this “Agreement”) is among THE CITY OF

MANASSAS (the “Ground Lessor”), [MANASSAS BORROWER], a [_____________________________] (the “Company”), to and for the benefit of WILMINGTON

TRUST, NATIONAL ASSOCIATION, AS TRUSTEE (the “Lender”), a national banking association as beneficiary under that certain Leasehold Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement dated as of the date hereof (the “Deed of Trust”) from the Company for the benefit of Lender.

WHEREAS, the Company has issued to Lender that certain Senior Secured Note dated ____________ __, 2019 in the principal amount of [Loan Amount] (the “Note”) which is secured by the Deed of Trust; and

WHEREAS, the Ground Lessor, as lessor, has entered into that certain Franchise Agreement dated August 17, 2005, with the Company, as lessee (the “Original Lease Agreement”), as amended by that certain First Amendment of Franchise Agreement dated as of March 10, 2014 (the “Lease Amendment”) (the Original Lease Agreement, as amended by the Lease Amendment, is herein referred to as the “Ground Lease”), whereby Ground Lessor is leasing to the Company the land described in Exhibit A attached hereto located in the City of Manassas, Virginia together with all easements appurtenant thereto (said land and easements, and all other property, of whatever nature, which is the subject of the Ground Lease being hereinafter referred to collectively as the “Land”); and

WHEREAS, that certain Memorandum of Franchise of said Ground Lease recorded as Instrument 20052150214540 in public records of Prince William County, Virginia on December 5, 2005 at 11:31:01 AM; and by Amended Memorandum of Franchise recorded as Instrument ___________ in the public records of Prince William County, Virginia on ________ ___, 20__ at_________.

WHEREAS, the Company, as sub-landlord, has leased the Land and the Company, as landlord, has leased the Improvements (as hereinafter defined) to Aurora Flight Sciences Corporation, a Delaware corporation, as tenant (the “Sublessee”), pursuant to that Sublease Agreement dated March 10, 2014 (together with all amendments and supplements thereto, the “Sublease”); and

WHEREAS, the Ground Lessor holds fee title to the Land; and

WHEREAS, the Company is executing and delivering the Deed of Trust herewith for the benefit of Lender securing payment of certain indebtedness described therein, including, without limitation, payment of all principal, interest and premium, if any, due on the Note (the “Secured Indebtedness”), by creating a first priority lien in and on, inter alia, the Company’s leasehold interest in the Land and the Company’s interest in all buildings, structures and improvements now standing or hereafter constructed or placed on the Land (the “Improvements”); and

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WHEREAS, the Lender, as a condition to its making the loan evidenced by the Note, requires that the Ground Lessor execute and deliver this Agreement;

NOW, THEREFORE, in consideration of the premises contained herein and in consideration of TEN and NO/100THS ($10.00) DOLLARS and other good and valuable consideration, the receipt of which is hereby acknowledged, the Ground Lessor does hereby represent, warrant, covenant and agree for the benefit of the Lender, who is relying upon the truth thereof, as follows:

1. Representations and Warranties. The Ground Lessor hereby represents and warrants to the Lender, who is relying upon the truth of the representations and warranties as contained herein, that:

(a) the Ground Lease (as supplemented by the Memorandum of Franchise and the Memorandum of Amendment to Franchise) is unmodified and in full force and effect and constitutes the binding and enforceable obligation of the Ground Lessor;

(b) no default or event of default exists under the Ground Lease and no event has occurred or has failed to occur which, with the passage of time or the giving of notice or both would constitute a default or event of default under the Ground Lease and the Ground Lessor has no claim against the Company and no offset or defense to enforcement of any terms of the Ground Lease and the Ground Lessor has not advanced any funds for or on behalf of the Company for which the Ground Lessor has a right to deduct from or offset against future rent payments;

(c) the term of the Ground Lease shall expire on August 16, 2045, unless terminated sooner by Lessee;

(d) all Base Rent and all other charges and obligations of the Company under the Ground Lease have been paid in full up to and including the date hereof or are not yet due and payable;

(e) no person claiming by, through, under or on account of the Ground Lessor has an interest in the Land except the Company under the Ground Lease, the Lender under the Deed of Trust, and the Sublessee under the Sublease; and

(f) the Rent payments due under the Ground Lease are as forth in Article 4 of the Ground Lease (currently $_______ per month) which shall be paid in monthly installments on the first day of each month.

2. Covenants of Ground Lessor. Notwithstanding any terms of the Ground Lease to the contrary, the Ground Lessor hereby consents to the Deed of Trust and covenants and agrees that the Deed of Trust is a permitted encumbrance under the Ground Lease and that the Lender is entitled to all rights accorded to holder of a lien on the Company’s interest under the Ground Lease and, in any event, from the date of the Deed

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of Trust until the date of Lender’s recording of a release of the Deed of Trust, the Lender shall have the following rights:

(a) Ground Lessor shall serve the Lender with a copy of any notice, including a notice of default, required to be served on the Company under the Ground Lease, at the address set forth herein. The Company hereby consents to Ground Lessor providing the Lender with copies of notice given by the Ground Lessor to the Company pursuant to or in connection with the Ground Lease.

(b) In the event of any default by the Company under the Ground Lease, the Lender has the right, but not the obligation, to cure any such default (or to cause any such default to be cured) within the time periods set forth in Article 18 of the Ground Lease Ground Lessor agrees to accept such performance by or on behalf of the Lender as if the same had been made by the Company.

(c) In the event that the Ground Lease is terminated by the Ground Lessor for any reason prior to the expiration of the term, Ground Lessor shall serve upon the Lender written notice that the Ground Lease has been terminated, together with a written statement of any and all sums which are and/or which would be due under the Ground Lease but for such termination, and all other defaults under the Ground Lease which are then known to the Ground Lessor.

(d) So long as the Deed of Trust shall remain in existence, no amendment, modification or supplement to the Ground Lease, and no agreement to cancel, terminate or surrender the Ground Lease, shall be binding upon the Lender, unless the Lender shall have provided its express written consent to the same.

(e) In the event that the Lender (or its designated third party) shall acquire title to the Company’s interest under the Ground Lease by foreclosure, assignment in lieu of foreclosure or otherwise or under a new lease as set forth in Section 2(b) or Section 2(c) hereof and in the Ground Lease, Ground Lessor agrees to accept Lender and to recognize Lender as its tenant under the Ground Lease for the remaining balance of the term thereof and, upon written request of Lender, Ground Lessor shall execute and deliver to Lender an agreement of acknowledgement reasonably satisfactory to Lender and Ground Lessor. Subject to the terms and conditions of Article 12 of the Ground Lease, the Lender may assign its interest therein and be released from all liability for performing or observing the covenants and conditions contained in the Ground Lease (or in such new lease) from and after the date of such assignment, provided that: (1) all rent under the Ground Lease or the new lease has been paid in full for the period through the day prior to the effective date of such assignment; and (2) such assignee shall have expressly assumed the Ground Lease (or such new lease) in writing and written evidence thereof shall have been submitted to Ground Lessor within ten (10) business days after the effective date of such assignment.

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3. Agreements Re: Sublease. Ground Lessor hereby consents to the Sublease and acknowledges and agrees that:

(i) Lender has a deed of trust on the Company’s interest in the Sublease;

(ii) so long as the Company is not in default under the terms of the Ground Lease, the Company shall not be disturbed by Ground Lessor in possession, use, enjoyment and occupancy of the Land under the Ground Lease during the original term of the Ground Lease; and

(iii) all obligations of the Company, as tenant under the Ground Lease, may be performed by Sublessee, as tenant under the Sublease provided, however, that pursuant to Section 12.5 of the Ground Lease the Ground Lessor’s recognition of the Sublessee shall not relieve the Company as the Tenant of any of its obligations to the Ground Lessor set forth in or arising from the Ground Lease. .

4. Miscellaneous.

(a) Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all the respective covenants, promises and agreements in this Agreement contained by or on behalf of the Ground Lessor and the Lender shall respectively bind the Ground Lessor and the Lender and their respective successors and assigns, and shall inure to the benefit of Ground Lessor and the Lender and their respective successors and assigns, whether so expressed or not.

(b) The unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions hereof unenforceable or invalid.

(c) Ground Lessor acknowledges receipt of a copy of the Sublease and acknowledges the terms contained therein. Upon Ground Lessor’s receipt of the Deed of Trust and the Note, the Ground Lessor shall provide a written acknowledgement of its receipt of said copies and of the terms contained therein.

(d) Any notice, demand, statement, request or consent made hereunder shall be effective and valid only if in writing, referring to this Agreement signed by the party giving such notice (except that notices given in behalf of a party by its attorney shall be effective for and in behalf of such party, and shall be binding upon such party), and delivered either personally to such other party, or sent by nationally recognized overnight courier service or by certified mail of the United States Postal Service, postage prepaid, return receipt requested, addressed to the other party as follows (or to such other address or person as either party or person entitled to notice may by notice to the other party specify):

If to Ground Lessor: The Honorable Mayor70

Ground Lessor Estoppel Certificate and Agreement

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The City of Manassas9027 Center StreetManassas, Virginia 20110

With a copy to: City of ManassasAirport DirectorManassas Regional AirportP.O. Box 560Manassas, Virginia 20108

If to the Company: [Manassas Borrower]c/o Stan Johnson620 S. Yale Ave., Suite 300Tulsa, OK 74136Attention: _________________

If to Lender: Wilmington Trust, National Association Financial Center505 20th Street North, 1750Birmingham, AL 35203Attention: ______________

with a copy to: Mayer Brown LLP71 South Wacker DriveChicago, Illinois 60606Attention: Daniel J. Favero, Esq.

Unless otherwise specified, notices shall be deemed given as follows: (i) if delivered personally, when delivered, (ii) if delivered by nationally recognized overnight courier delivery service, on the day following the day such material is sent, or (iii) if sent by certified mail, three (3) business days after such notice has been sent by Lender, Ground Lessor or the Company.

(e) This Agreement and the provisions hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought; provided that this instrument shall be deemed released and terminated, and without further force an effect, upon the date of Lender’s recording of a release of the Deed of Trust. In addition, if the Lender releases the Deed of Trust, then, within 30 days after the written request of the Ground Lessor, the Lender shall record a release of this instrument. Provided that, no change, waiver, discharge or termination shall be binding on the Ground Lessor, unless the Ground Lessor shall have provided its express written consent to the same.

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(f) This Agreement may be executed in one or more counterparts or by parties executing separate counterpart signature pages.

(g) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns.

(h) Nothing in this Agreement shall be deemed or construed to (i) relieve the Company of any of its obligations under the Deed of Trust or the Ground Lease; or (ii) cause the Lender to forfeit or otherwise lose its rights and benefits under the Deed of Trust; or (iii) relieve the Ground Lessor of any of its obligations under the Ground Lease; or (iv) amend or modify in any respect any terms of the Ground Lease, or modify or waive any of the Ground Lessor’s rights and/or remedies under the Ground Lease or at law or in equity.

(i) The provisions of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to the conflicts of laws provisions of such State.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned has hereunto caused this instrument to be executed and delivered by its duly authorized officials as of the day and year first above written.

WITNESS: CITY OF MANASSAS

___________________________ By: _____________________________________Name: Title:

___________________________

STATE OF )) SS

COUNTY OF )

On this ____ day of ___________, 2019 I do hereby certify that _____________, personally known to me to be the ____________ of CITY OF MANASSAS, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged he/she signed and delivered the said instrument as the ___________ of said entity, pursuant to authority, given by CITY OF MANASSAS, for the uses and purposes therein set forth.

____________________________________Notary Public

(SEAL)

My Commission Expires: _____________________

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WITNESS: [MANASSAS BORROWER], a _______________

___________________________ By: _____________________________________Name: Title:

___________________________

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WITNESS: WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE

___________________________ By ____________________________________Name: Title:

___________________________

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STATE OF )) SS

COUNTY OF )

On this ____ day of ________, 2019, I do hereby certify that ______________, personally known to me to be ______________ of [MANASSAS BORROWER], personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such _______________ such person signed and delivered the said instrument as _________________ of said entity, pursuant to authority, given by [MANASSAS BORROWER], for the uses and purposes therein set forth.

____________________________________Notary Public

(SEAL)

My Commission Expires:

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STATE OF )) SS

COUNTY OF )

On this ____ day of ____________, 2019, I do hereby certify that _______________, personally known to me to be ___________________of WILMINGTON TRUST, NATIONAL

ASSOCATION, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such _________________ such person signed and delivered the said instrument as ___________________________ of said entity, pursuant to authority, given by WILMINGTON

TRUST, NATIONAL ASSOCATION, for the uses and purposes therein set forth.

____________________________________Notary Public

(SEAL)

My Commission Expires:

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732193544.5 19619220

EXHIBIT A

LEGAL DESCRIPTION

[INSERT LEGAL DESCRIPTION]

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732193544.5 19619220

The undersigned hereby acknowledges the receipt of the Deed of Trust and Note referred to in the forgoing Ground Lessor Estoppel Certificate and Agreement.

CITY OF MANASSAS

By: _____________________________________Name: Title:

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City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: 10 Minutes

Agenda Title: Amendments to Policy Statement #P-2016-03: Related to Term Limits for City Boards, Committees and Commissions Policy

Recommendation: Approve

Motion: I move to approve the amendments to Policy Statement #P-2016-03, related to term limits for members of City Boards, Committees and Commissions.

Date Last Consideredby City Council:

City Council last considered these proposed amendments at a work session on April 29. They were then discussed by the Appointments Committee on May 22, 2019, after hearing from representatives of some of the City’s boards, committees and commissions.

Summary and/orComments:

In February 2019 City Council amended the Policy Statement for appointments to City Boards, Committees and Commissions to provide for term limits. The amendment adopted in February provides as follows:

Individuals are allowed to serve for two consecutive full terms and are eligible to serve again one year after his or her term on the Board, Committee or Commission has ended. Term limited individuals may apply for a position on the same Board, Committee, or Commission within one year if the vacancy is the result of another member resigning and a reasonable amount of time has passed. The City Council reserves the right to reappoint an individual who has served two full terms, should the Council determine interests of the City require such an exception.

The newest proposed amendments (1) allow the Appointments Committee to recommend appointments that promote staggered terms; (2) establish July 1, 2019 as the effective date for the term limit policy; (3) refine the exceptions to the limit of two full consecutive terms; and (4) require an annual report to City Council from each City board, committee and commission.

An additional issue raised since the Appointments Committee made its recommendation is that the policy does not expressly state whether individuals can apply for reappointment after completion of their second term. If City Council wants to address that issue I would recommend replacing the last sentence at the end of the first paragraph in (C) with the following:

Individuals who wish to serve another term on a Board, Committee or Commission, shall reapply through the City’s website and, if multiple qualified candidates exist, may interview with the Appointments Committee. Incumbent Board, Committee and Commission members in good standing are invited to apply through the City’s website for reappointment at the conclusion of their term; provided, however, that the incumbents who are completing the second of two consecutive full terms will only be considered for reappointment under the circumstances specified in this Policy.

Board – Committee – or Commission Reviewed:

The Appointments Committee recommended approval of the proposed amendments.

Fiscal Impact: N/A

Staff Contact: Craig Brown, City Attorneycbrown@manassasva.gov(703) 257-8208 80

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POLICY STATEMENT #P-2016-03

Regular City Council MeetingFebruary 8, 2016

Amended: February 11, 2019Amended: ______________

RE: Appointments to Boards, Committees and Commissions

I. PURPOSE

Policy Statement #P-2016-03 shall establish a policy and process regarding appointments to themany City Boards, Committees and Commissions.

II. BACKGROUND

The City of Manassas has approximately forty Boards, Committees and Commissions, including multi-jurisdictional boards and authorities, which provide technical, advisory and administrative services to the City and its residents. The City Council recognizes that Boards, Committees and Commissions are an integral and important component of local government and citizens provide the City with a vast resource of talent and expertise.

III. POLICY

The City Council is responsible for appointing citizens to the various Boards, Committees and Commissions and intends to encourage interested citizens to serve and participate in their community. All appointments and removals are made at the discretion of the City Council.

IV. CRITERIA

The Code of Virginia, City of Manassas Code of Ordinances and adopted by-laws shall determine eligibility of individuals applying to serve on Boards, Committees and Commission. Applicants shall not be delinquent in any taxes, fees or fines due to the City.

In making appointments, the City Council shall consider interest, diversity of background, relevant experience and expertise, and any unique qualifications of the applicant.

V. PROCESS

The following process shall be followed to recommend and ultimately approve appointments:

A. NOTIFICATION – Sufficient notice shall be given to the individual whose term is expiring; if he or she wishes to serve another term, a letter expressing this interest to the City Clerk is required.

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B. ADVERTISING – Openings on the City’s Boards, Committees and Commissions will be advertised on the website and on the government access channel.

C. APPLICATION – Applications are available on the City’s website and may be completed and submitted to the City Clerk’s Office electronically. In addition, applications are available in the City Clerk’s Office and can be mailed, faxed or hand delivered once completed.

Applications received for a Board, Committee or Commission that does not have a vacancy will be kept on file for one year or until a vacancy occurs. The applicant will then be contacted to determine if he or she remains interested in the position.

D. INTERVIEW – The City Clerk’s Office will process all applications in a timely manner and will contact the applicant to schedule an interview with the Appointments Committee. Interviews are generally brief, but provide an opportunity for the Appointments Committee to ask questions and discuss an applicant’s experience and interest in serving on a Board, Committee or Commission. The Appointments Committee may make a recommendation to the City Council at a future Regular Meeting.

E. APPOINTMENT / REAPPOINTMENT – The City Council may discuss appointments and any recommendations of the Appointments Committee during a closed session at a Regular Meeting. A motion, a second, and a majority vote of the Council are required to approve appointments and reappointments. The City Clerk’s Office will notify individuals appointed or reappointed by mail or e-mail and will share contact information with the Staff Liaison or Chairman of the Board, Committee or Commission. The term of office and other relevant information will be provided to the new or reappointed member prior to or during the first meeting. Those not appointed will be notified.

VI. TERMS

A. The standard term for each appointment is four years unless another term is established by State Code or another jurisdiction (multi-jurisdictional appointments). Terms of office shall begin on July 1 of each year.

B. Since staggered terms promote continuity and preserve institutional history, when making recommendations to City Council the Appointments Committee will consider whether terms are adequately staggered on each Board, Committee and Commission as openings arise. Unless a specific term is prescribed by state law, the Appointments Committee may recommend the appointment of an individual for less than a full term, in order to create staggered terms on a particular Board, Committee or Commission.

C. To promote broad participation, new ideas and perspectives, and to provide an opportunity for the Board, Committee or Commission to represent the community, interviews will be conducted for all available positions. Individuals who wish to serve another term on a Board, Committee or Commission, shall reapply through the City’s 82

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website and, if multiple qualified candidates exist, may interview with the Appointments Committee.

Effective July 1, 2019, any individual who is completing two or more consecutive full terms of service shall not be eligible for reappointment to the same Board, Committee or Commission for a period of one year after his or her term has ended, except a term limited individual may be appointed to the same Board, Committee or Commission:

(i) Within one year if there is another unexpected vacancy to be filled; (ii) If there are no other applicants to fill the vacancy; or(iii) City Council determines that the reappointment of the term limited

individual is in the best interests of the City. Individuals appointed to serve the remainder of an unexpired term shall not be considered as serving a full term.

VII. ATTENDANCE

Section 2-301, paragraph (b), of the Manassas City Code of Ordinances:

If any member of a board, commission, committee or authority shall be absent from three regular meetings consecutively, except under emergency circumstances approved by the City Council, or shall be absent from 50 percent of the meetings held during any six-month period for any reason, that member’s seat may be deemed vacant by resolution of the City Council, and thereupon the unexpired term shall be filled according to law.

VIII. GENERAL PROVISIONS

A. Appointed members of the City’s Boards, Committees and Commissions are expected to fulfill their responsibilities and duties and comply with all requirement and applicable laws.

B. Members of the Economic Development Authority, the Planning Commission, the Boards of Zoning Appeals, and the Upper Occoquan Sewage Authority (UOSA) are required by the Code of Virginia to submit Financial and Real Estate disclosure forms to the City Clerk on an annual basis.

C. Each City Board, Committee and Commission will submit an annual report for the prior fiscal year to the Clerk of City Council by September 1. The report should include accomplishments from the prior year and goals and objectives for the coming year. A Board, Committee or Commission may request the opportunity to present the annual report at a regularly scheduled meeting of the City Council.

D. Boards, Committees and Commissions with by-laws that contradict Policy #P-2016-03 shall amend such by-laws to ensure compliance.

E. The City Council may amend Policy #P-2016-03 as it deems necessary.

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_________________________________Harry J. Parrish II Mayor

On behalf of the City Council of Manassas, Virginia

ATTEST:

__________________________________Lee Ann Henderson City Clerk

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POLICY STATEMENT #P‐2016‐03 

 Regular City Council Meeting 

February 8, 2016 Amended: February 11, 2019 Amended: ______________ 

 RE:  Appointments to Boards, Committees and Commissions  I.  PURPOSE  Policy Statement #P‐2016‐03 shall establish a policy and process regarding appointments to the many City Boards, Committees and Commissions.  II.  BACKGROUND  The City of Manassas has approximately forty Boards, Committees and Commissions, including multi‐jurisdictional boards and authorities, which provide technical, advisory and administrative services to the City and its residents.  The City Council recognizes that Boards, Committees and Commissions are an integral and important component of local government and citizens provide the City with a vast resource of talent and expertise.  III.  POLICY  The City Council is responsible for appointing citizens to the various Boards, Committees and Commissions and intends to encourage interested citizens to serve and participate in their community.  All appointments and removals are made at the discretion of the City Council.  IV.  CRITERIA  The Code of Virginia, City of Manassas Code of Ordinances and adopted by‐laws shall determine eligibility of individuals applying to serve on Boards, Committees and Commission.  Applicants shall not be delinquent in any taxes, fees or fines due to the City.  In making appointments, the City Council shall consider interest, diversity of background, relevant experience and expertise, and any unique qualifications of the applicant.  V.  PROCESS  The following process shall be followed to recommend and ultimately approve appointments:  

A. NOTIFICATION – Sufficient notice shall be given to the individual whose term is expiring; if he or she wishes to serve another term, a letter expressing this interest to the City Clerk is required. 

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B. ADVERTISING – Openings on the City’s Boards, Committees and Commissions will be advertised on the website and on the government access channel.  

C. APPLICATION – Applications are available on the City’s website and may be completed and submitted to the City Clerk’s Office electronically.  In addition, applications are available in the City Clerk’s Office and can be mailed, faxed or hand delivered once completed. 

 Applications received for a Board, Committee or Commission that does not have a vacancy will be kept on file for one year or until a vacancy occurs.  The applicant will then be contacted to determine if he or she remains interested in the position.  

D. INTERVIEW – The City Clerk’s Office will process all applications in a timely manner and will contact the applicant to schedule an interview with the Appointments Committee.  Interviews are generally brief, but provide an opportunity for the Appointments Committee to ask questions and discuss an applicant’s experience and interest in serving on a Board, Committee or Commission.  The Appointments Committee may make a recommendation to the City Council at a future Regular Meeting.  

E. APPOINTMENT / REAPPOINTMENT – The City Council may discuss appointments and any recommendations of the Appointments Committee during a closed session at a Regular Meeting.  A motion, a second, and a majority vote of the Council are required to approve appointments and reappointments.  The City Clerk’s Office will notify individuals appointed or reappointed by mail or e‐mail and will share contact information with the Staff Liaison or Chairman of the Board, Committee or Commission.  The term of office and other relevant information will be provided to the new or reappointed member prior to or during the first meeting. Those not appointed will be notified.   

 VI.  TERMS  

A. The standard term for each appointment is four years unless another term is established by State Code or another jurisdiction (multi‐jurisdictional appointments).  Terms of office shall begin on July 1 of each year.  

B. Members shall serve staggered terms to promote continuity and preserve institutional history.  Since staggered terms promote continuity and preserve institutional history, when making recommendations to City Council the Appointments Committee will consider whether terms are adequately staggered on each Board, Committee and Commission as openings arise. Unless a specific term is prescribed by state law, the Appointments Committee may recommend the appointment of an individual for less than a full term, in order to create staggered terms on a particular Board, Committee or Commission.  

C. To  promote  broad  participation,  new  ideas  and  perspectives,  and  to  provide  an opportunity  for  the  Board,  Committee  or  Commission  to  represent  the  community,  86

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interviews will be conducted  for all available positions.    Individuals who wish  to  serve another  term on a Board,  Committee or Commission,  shall  reapply  through  the City’s website and, if multiple qualified candidates exist, may interview with the Appointments Committee.  Effective July 1, 2019, any individual who is completing two or more consecutive full terms of  service  shall  not  be  eligible  for  reappointment  to  the  same  Board,  Committee  or Commission for a period of one year after his or her term has ended, except a term limited individual may be appointed to the same Board, Committee or Commission: 

(i) Within one year if there is another unexpected vacancy to be filled;   (ii) If there are no other applicants to fill the vacancy; or (iii) City  Council  determines  that  the  reappointment  of  the  term  limited 

individual is in the best interests of the City.  Individuals  appointed  to  serve  the  remainder  of  an  unexpired  term  shall  not  be considered as serving a full term.  Individual are allowed to serve for two consecutive full  terms and are eligible to serve again one year after his or her term on the Board, Committee or Commission has ended.  Term  limited  individuals may  apply  for  a  position  on  the  same  Board,  Committee,  or Commission within one year if the vacancy is the result of another member resigning and a reasonable amount of time has passed.  The City Council reserves the right to reappoint an individual who has served  two  full  terms,  should  the Council  determine  interests of the City require such an exception.  

 VII.  ATTENDANCE 

 Section 2‐301, paragraph (b), of the Manassas City Code of Ordinances:  

If any member of a board, commission, committee or authority shall be absent from three regular meetings consecutively, except under emergency circumstances approved by the City Council, or shall be absent from 50 percent of the meetings held during any six‐month period for any reason, that member’s seat may be deemed vacant by resolution of the City Council, and thereupon the unexpired term shall be filled according to law. 

 VIII.  GENERAL PROVISIONS  

A. Appointed members of the City’s Boards, Committees and Commissions are expected to fulfill their responsibilities and duties and comply with all requirement and applicable laws.  

B. Members of the Economic Development Authority, the Planning Commission, the Boards of Zoning Appeals, and the Upper Occoquan Sewage Authority (UOSA) are required by the Code of Virginia to submit Financial and Real Estate disclosure forms to the City Clerk on an annual basis.   87

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C. Each City Board, Committee and Commission will submit an annual report for the prior fiscal  year  to  the  Clerk  of  City  Council  by  September  1.    The  report  should  include accomplishments from the prior year and goals and objectives for the coming year.   A Board, Committee or Commission may  request  the opportunity  to present  the annual report at a regularly scheduled meeting of the City Council.  

  

B.D. Boards, Committees and Commissions with by‐laws that contradict Policy #P‐2016‐03 shall amend such by‐laws to ensure compliance.  

C.E. The City Council may amend Policy #P‐2016‐03 as it deems necessary.   _________________________________      Harry J. Parrish II                      Mayor          On behalf of the City Council                     of Manassas, Virginia     ATTEST:       __________________________________   Lee Ann Henderson                City Clerk 

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City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: 45 Minutes

Agenda Title: Authorization of a Closed Meeting

Recommendation: Authorize a Closed Meeting

Motion: I move that the 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.

Date Last Consideredby City Council:

N/A

Summary and/orComments:

If the City Council votes to hold a closed meeting, the Council will be required to certify by motion that the meeting was held in conformance with the amended Virginia Freedom of Information Act.

Board – Committee – or Commission Reviewed:

N/A

Fiscal Impact: N/A

Staff Contact: W. Patrick Pate, City Managerppate@manassasva.gov(703) 257-8212

89

City of ManassasManassas City Council

9027 Center StreetManassas, VA 20110

Meeting Date: June 10, 2019

Time Estimate: N/A

Agenda Title: Certification of the Closed Meeting

Recommendation: Certify the Closed Meeting

Motion: I move 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.

Date Last Consideredby City Council:

N/A

Summary and/orComments:

If the City Council votes to hold a closed meeting, the Council will be required to certify by motion that the meeting was held in conformance with the amended Virginia Freedom of Information Act.

Board – Committee – or Commission Reviewed:

N/A

Fiscal Impact: N/A

Staff Contact: W. Patrick Pate, City Managerppate@manassasva.gov(703) 257-8212

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