On the agenda: Hopewell meeting — license plate reader (Sep 22)

AGENDA

CITY OF
HOPEWELL
REGULAR MEETING
AGENDA INDEX
September 22, 2026

ITEM

DESCRIPTION

PAGE

REPORT OF THE CITY MANAGER
RCM-1

Fiscal Year August financials

RCM-2

Hopewell Water Renewal update

7

CONSENT AGENDA
C-1

Minutes: September 08, 2026

23

C-2

Resolution adopting the Beacon Theater’s second amended and restated operation agreement

41

REGULAR BUSINESS
R-1

Public Hearing – Ordinance amending the budget resolution making appropriation for the 20262027 fiscal year for the allotment of bonus funds to the Department of Social Services

70

R-2

Public Hearing – Right-of-way Vacation request from 3D’s & M Management to vacate right-ofway adjoining parcel #071-0097, located on S. 1st Ave., in the M-1 limited industrial district

72

R-3

Public Hearing - Repeal of § 27.5-21 through 27.5-32 – Wetlands, which will dissolve the
Wetlands Board and authorize the Virginia Marine Resources Commission to preserve and protect
wetlands in Hopewell

84

R-4

Public Hearing - Ordinance amending land disturbance permit fees

88

R-5

Resolution providing for the issuance, sale, and award of sewer system revenue refunding bond

100

September 22, 2026 Regular Meeting

CITY OF
HOPEWELL
AGENDA
(804) 541-2408
www.hopewellva.gov
[email protected]

September 22, 2026

CITY COUNCIL

John B. Partin, Jr., Mayor, Ward #3
Rita E. Joyner, Vice Mayor, Ward #1
Michael B. Harris, Councilor, Ward #2
Ronnie O. Ellis, Councilor, Ward #4
Susan L. Daye, Councilor, Ward #5
Malik D. Wheat, Councilor, Ward #6
Lovena B. Rapole, Councilor, Ward #7

REGULAR MEETING

Vincent E. Jones, City Manager
Anthony R. Bessette, City Attorney
Sade’ J. Allen, City Clerk

Closed Session – 5:00 P.M.
Open Session – 7:00 P.M.

Call to order and roll call
Call for amendments to the agenda
CLOSED MEETING
SUGGESTED MOTION: I move to go into a closed meeting under Va. Code § 2.2-3711(A)(1), to
discuss personnel matters including board and commission appointments (Architectural Review Board,
and Beacon Theater Board vacancy); § 2.2-3711(A)(3), (8), and (29), to discuss the acquisition or
disposition of real property, where discussion in an open meeting would adversely affect the bargaining
position or negotiating strategy of the public body, the award of a public contract where discussion in an
open session would adversely affect the City’s bargaining position, and to consult with legal counsel
regarding specific legal matters (potential acquisition of blighted downtown property, and Virginia
American Water).
Certification Under Virginia Code § 2.2-3712 (D): Were only public business matters (l) lawfully
exempted from open-meeting requirements and (2) identified in the closed-meeting motion discussed in
the closed meeting?
WELCOME TO VISITORS
REPORT OF THE CITY MANAGER
Fiscal Year August Financials – Stacey Jordan, Deputy City Manager
Hopewell Water Renewal update – Vincent Jones, City Manager
ACTIONS RESULTING FROM CLOSED MEETING
PRAYER AND PLEDGE OF ALLEGIANCE
Prayer by Apostle Wyche, followed by the Pledge of Allegiance to the Flag of the United States of

America, led by Mayor Partin.
CONSENT AGENDA
All matters listed under the Consent Agenda are considered routine by t h e Council and will be
approved or received by one motion in the form listed. Items may be removed from the Consent
Agenda for discussion under the regular agenda at the request of any Councilor.
C-1
C-2

Minutes: September 08, 2026 – Sade’ Allen, City Clerk
Resolution adopting the Beacon Theater’s second amended and restated operation
agreement – Anthony Bessette, City Attorney

SUGGESTED MOTION: To adopt the consent agenda
COMMUNICATIONS FROM CITIZENS
CITY CLERK: A Communication from Citizens period, limited to a total of 30 minutes, occurs at
each regular Council meeting. Persons addressing Council approach the microphone, give their name
and, if they reside in Hopewell, their ward number. Each comment is limited to 3 minutes. No person is
permitted to speak on an item scheduled for public hearing. All remarks must be addressed to the
Council as a body. Any person who makes personal, impertinent, abusive, or slanderous statements or
incites disorderly conduct in Council Chambers may be barred from future Communications from
Citizens and removed.
REGULAR BUSINESS
R-1
R-2
R-3

R-4
R-5

(Public Hearing) Ordinance amending the budget resolution making
appropriations for the 2026-2027 fiscal year for the allotment of bonus funds to
the Department of Social Services – Stacey Jordan, Deputy City Manager
(Public Hearing) Right-of-Way Vacation request from 3D’s & M Management to
vacate right-of-way adjoining parcel #071-0097, located on S. 1st Ave., in the M-1
limited industrial district – Chris Ward, Director of Development
(Public Hearing) Repeal of § 27.5-21 through 27.5-32 – Wetlands, which will
dissolve the Wetlands Board and authorize the Virginia Marine Resources
Commission to preserve and protect wetlands in Hopewell – Chris Ward, Director
of Development
(Public Hearing) Ordinance amending land disturbance permit fees – Michael
Crocker, Director of Public Works
Resolution providing for the issuance, sale, and award of sewer system revenue
refunding bond – Stacey Jordan, Deputy City Manager
ADJOURNMENT

CLOSED
MEETING

REPORTS OF THE CITY
MANAGER

Finance
Committee
Meeting
CITY MANAGER: VINCENT JONES

P R E S E N T E D B Y: S TA C E Y J O R D A N , D C M / C F O

CITY OF HOPEWELL FINANCE COMMITTEE

1

Minutes from last meeting

FY27 Budget to Actuals - August
• Citywide
• General Fund
• Enterprise
• Schools

AGENDA

Change in Fund Balance

Accounts Payable/Debt Service

GO Bonds Project update

Committee items

CITY OF HOPEWELL FINANCE COMMITTEE

2

Citywide FY27 Budget
to Actuals – August
•

•
•

•

City-wide for August FY27 revenues are
trending 0.73% or $103K lower for FY27 vs
FY26.
Expenses August are trending 0.47% or
$1.3M higher for FY27 vs FY26.
Decrease in revenue stems from federal
funding, interest income, fines, and
insurance claims.

Increase in expenses stem from Service
and supplies for CSA and schools and 2%
COLA.

FY27 Citywide Revenues and Expenditures Budget vs Actuals
300,000,000

250,000,000

200,000,000

150,000,000

100,000,000

50,000,000

FY26 REVISED BUDGET

FY26 Actuals
Revenue

CITY OF HOPEWELL FINANCE COMMITTEE

FY27 REVISED BUDGET
Expenditures

FY27 YTD Actuals Projected

3

Citywide FY27 Budget to Actuals – August
CITY-WIDE
REVENUES
REAL ESTATE TAXES
PUBLIC SERVICE CORP TAX
PERSONAL PROPERTY TAX
MACH & TOOL TAX
PPTRA STATE REIMBURSEMENT
OTHER TAXES
USE OF MONEY & PROPERTY
CHARGES FOR SERVICES
PENALTIES & INTEREST
PERMITS, FEES AND LICENSES
FINES & FORFEITURES
GRANTS
STATE REVENUES
FEDERAL REVENUES
MISCELLANEOUS REVENUE
IN LIEU OF TAXES
DEBT SERVICE
TRANSFERS IN
TOTAL REVENUES
EXPENDITURES
SALARIES & WAGES
HEALTH BENEFITS
EMPLOYEE BENEFITS
RETIREMENT
OTHER PERSONNEL
PROFESSIONAL SERVICES
WORKERS COMPENSATION
SERVICE & SUPPLIES
OUTSIDE AGENCIES
NON-DEPARTMENTAL
OTHER
CAPITAL
DEBT
SUPPORT OF SCHOOLS
TRANSFERS OUT
TOTAL EXPENDITURES
NET INCOME

FY26 REVISED
BUDGET
24,030,746
4,900,000
6,597,440
9,384,549
1,618,030
11,545,280
325,901
46,936,220
596,000
467,400
1,071,042
140,725
66,799,967
13,700,839
2,804,805
1,591,511
1,042,739
31,384,105
224,937,299
FY26 REVISED
BUDGET
32,978,297
6,156,099
393,151
4,733,554
2,644,211
16,321,990
548,129
36,096,630
5,902,369
1,522,358
75,195,440
13,840,242
7,488,854
13,580,000
16,795,105
224,937,299
-

FY26 % of Budget FY27 REVISED FY27 YTD Actuals Rec'd
BUDGET
Projected
(1,704)
0.0%
24,306,116
0.0%
5,510,000
(11,808)
-0.2%
6,415,440
0.0%
10,050,000
80,901
5.0%
1,618,030
80,901
1,502,443
13.0%
11,622,327
1,614,571
247,069
75.8%
384,834
165,321
5,789,974
12.3%
46,233,431
6,006,634
118,330
19.9%
632,000
150,093
88,817
19.0%
497,250
147,186
274,909
25.7%
1,400,549
143,557
65,265
46.4%
232,000
73,993
8,864,893
13.3%
66,097,459
9,928,975
1,685,066
12.3%
12,163,305
504,575
425,109
15.2%
16,974,581
211,420
370,044
23.3%
1,591,511
370,044
173,790
16.7%
325,091
64,672
5,473,437
17.4%
33,586,497
5,581,421
25,146,535
11.18%
239,640,421
25,043,365
FY26 % of Budget FY27 REVISED FY27 YTD Actuals FY26 Actuals
Rec'd
BUDGET
Projected
4,290,406
13.0%
35,115,977
4,401,361
874,751
14.2%
5,770,523
937,799
58,035
14.8%
416,819
29,724
700,188
14.8%
3,854,894
637,330
359,126
13.6%
2,498,818
362,330
3,205,899
19.6%
17,820,928
2,589,211
80,732
14.7%
584,437
85,535
3,434,118
9.5%
45,194,681
4,366,437
747,301
12.7%
6,018,886
954,152
314,375
20.7%
1,283,130
314,375
14,303,952
19.0%
72,120,437
14,565,682
416,417
3.0%
9,303,519
517,347
3,322,200
44.4%
7,462,985
3,594,082
3,395,000
25.0%
13,580,000
3,395,000
1,826,187
10.9%
18,614,387
1,888,394
37,328,685
16.60%
239,640,421
38,638,759
(12,182,150)
-5.42%
(13,595,394)
FY26 Actuals

CITY OF HOPEWELL FINANCE COMMITTEE

FY27 % Rec'd
July Comments
Budget
0.0% 60 Day Accruals to FY26
0.0% 60 Day Accruals to FY26
0.0% 60 Day Accruals to FY26
0.0% 60 Day Accruals to FY26
5.0% Consistent
13.9% Consistent
43.0% Decrease of $100K due to Interest Income
6.5% HWR Monthly Billing - August 2026
23.7% Slight increase
29.6% Slight increase
10.3% Decrease stems from I295 and school zone fines
31.9% Slight increase
15.0% Increase stems from schools, comp board HB599
4.1% Decrease stems from DSS VPA funding not yet posted and federal grants
1.2% $95K in Sewer Admin Rebate, $139K Reduction in Ins. Claims
21.5% Consistent
9.9%
16.6% Consistent
10.45%
FY27 % Rec'd
July Comments
Budget
12.5% 2.0% Annual Salary Increase
16.3% 2.0% Annual Salary Increase
7.1% 2.0% Annual Salary Increase
16.5% 2.0% Annual Salary Increase
14.5% 2.0% Annual Salary Increase
14.5%
14.6%
9.7% Increase in CSA and schools
15.9%
24.5%
20.2% Schools Aug-26 Opex
5.6%
48.2%
25.0%
10.1%
16.12%
-5.67%

4

General Fund FY27 Budget
to Actuals – August
•

•
•

•

FY25 General Fund Revenue and Expenditures
General for August FY27 revenues are
trending 1.72% or $874K higher for FY27
vs FY26.
Expenses August are trending 0.21% or
$575K higher for FY27 vs FY26.
Increase in revenues stem from comp
board, HB599, federal revenues as well as
local tax and cigarette tax collections.

Increase in expenses stem from 2.0%
COLA.

80,000,000
70,000,000
60,000,000
50,000,000
40,000,000

30,000,000
20,000,000
10,000,000
FY26 REVISED BUDGET

FY26 Actuals
Revenue

CITY OF HOPEWELL FINANCE COMMITTEE

FY27 REVISED BUDGET

FY27 Actuals

Expenditures

5

General Fund FY27 Budget to Actuals – August
REVENUES
REAL ESTATE TAXES
PUBLIC SERVICE CORP TAX
PERSONAL PROPERTY TAX
MACH & TOOL TAX
PPTRA STATE REIMBURSEMENT
OTHER TAXES
USE OF MONEY & PROPERTY
CHARGES FOR SERVICES
PENALTIES & INTEREST
PERMITS, FEES AND LICENSES
FINES & FORFEITURES
GRANTS
STATE REVENUES
FEDERAL REVENUES
MISCELLANEOUS REVENUE
IN LIEU OF TAXES
TRANSFERS IN
TOTAL REVENUES

EXPENDITURES
SALARIES & WAGES
HEALTH BENEFITS
EMPLOYEE BENEFITS
RETIREMENT
OTHER PERSONNEL
PROFESSIONAL SERVICES
WORKERS COMPENSATION
SERVICE & SUPPLIES
OUTSIDE AGENCIES
NON-DEPARTMENTAL
OTHER
CAPITAL
SUPPORT OF SCHOOLS
TRANSFERS OUT
TOTAL EXPENDITURES
NET INCOME

FY26 REVISED
BUDGET
11,867,337
5,510,000
1,192,440
(514,451)
1,618,030
7,745,280
60,000
1,247,000
591,000
467,400
1,061,471
8,100
9,618,464
458,403
638,943
1,257,500
1,009,000
43,835,917
FY26 REVISED
BUDGET
22,804,335
4,332,241
296,868
3,239,449
1,806,483
4,765,605
466,336
5,879,122
5,249,330
14,858
327,928
312,794
13,580,000
7,304,746
70,380,095
(26,544,178)

FY26 % of Budget
Rec'd
0.0%
0.0%
-1.0%
0.0%
80,901
5.0%
745,115
9.6%
15,914
26.5%
191,019
15.3%
117,463
19.9%
88,793
19.0%
274,028
25.8%
3,265
40.3%
779,692
8.1%
56,074
12.2%
315,020
49.3%
314,375
25.0%
252,250
25.0%
3,220,398
7.35%
FY26 % of Budget
FY26 Actuals
Rec'd
3,027,596
13.3%
645,586
14.9%
44,443
15.0%
483,318
14.9%
252,244
14.0%
1,145,773
24.0%
70,189
15.1%
649,706
11.1%
717,620
13.7%
0.0%
57,881
17.7%
8,004
2.6%
3,395,000
25.0%
1,826,187
25.0%
12,323,546
17.5%
(9,103,148)
-10.16%
FY26 Actuals
(1,704)
(11,808)

FY27 REVISED
BUDGET
24,306,116
5,510,000
6,415,440
10,050,000
1,618,030
7,422,327
60,000
1,235,000
626,000
497,250
1,400,549
8,100
9,757,799
11,285
1,202,761
1,257,500
1,392,110
72,770,267
FY27 REVISED
BUDGET
24,031,666
4,638,481
299,480
2,898,010
1,891,084
4,968,908
509,501
6,508,655
5,425,659
25,630
350,400
239,228
13,580,000
7,403,576
72,770,278
(11)

FY27 Actuals
0.00
0.00
80,901
841,575
7,595
158,525
144,055
128,276
143,557
14,475
1,487,706
240,000
185,756
314,375
348,028
4,094,823

FY27 Actuals
3,104,500
700,196
26,823
438,808
254,510
1,355,212
74,783
720,306
948,987
44,427
8,649
3,395,000
1,826,187
12,898,389
(8,803,566)

CITY OF HOPEWELL FINANCE COMMITTEE

FY27 % Rec'd
Projected
0.0%
0.0%
0.0%
0.0%
5.0%
11.3%
12.7%
12.8%
23.0%
25.8%
10.3%
178.7%
15.2%
2126.7%
15.4%
25.0%
25.0%
5.63%
FY27 % Rec'd
Projected
12.9%
15.1%
9.0%
15.1%
13.5%
27.3%
14.7%
11.1%
17.5%
0.0%
12.7%
3.6%
25.0%
24.7%
17.72%
-12.10%

FY26 vs FY27 VarianceComments
$
1,703.54Due in December and June
$
-Due in February
$
11,807.61Due in February
$
-Due in June
$
$
96,459.48
$
(8,319.14)
$
(32,493.88)
$
26,592.40
$
39,482.84
$
(130,470.84)
$
11,210.18
$
708,014.23
$
183,925.90
$
(129,264.24)
$
$
95,777.50
$
874,425.58

FY26 vs FY27 VarianceComments
$
76,904.892.0% Annual Salary Increase
$
54,610.172.0% Annual Salary Increase
$
(17,619.27)2.0% Annual Salary Increase
$
(44,509.68)2.0% Annual Salary Increase
$
2,266.572.0% Annual Salary Increase
$
209,439.02
$
4,593.34
$
70,600.27
$
231,366.71
$
$
(13,453.26)
$
644.19
$
$
0.47
$
574,843.42
299,582

6

Enterprise Fund FY27
Budget to Actuals – August
Regional Water, Sewer, Solid Waste, and Storm
Water

FY27 Enterprise Funds Revenue and Expenditures
60,000,000

•

Enterprise for August FY27 revenues are
trending 0.36% or $329K higher for FY27
vs FY26.

50,000,000

•

Expenses August are trending 3.70% or
$787K lower for FY27 vs FY26.

•

Increase in revenues steam from August
billing for HWR.

30,000,000

•

Decrease in expenses stem from reduction
in professional services and supplies.

20,000,000

40,000,000

10,000,000

FY26 REVISED BUDGET

FY26 Actuals

FY27 REVISED BUDGET

Revenue

CITY OF HOPEWELL FINANCE COMMITTEE

FY27 Actuals

FY27 YTD Actuals Projected

Expenditures

7

Enterprise Fund FY27 Budget to Actual – August
ENTERPRISE FUNDS

REVENUES
USE OF MONEY & PROPERTY
CHARGES FOR SERVICES
MISCELLANEOUS REVENUE
GRANTS
IN LIEU OF TAXES
DEBT SERVICE
TRANSFERS IN
TOTAL REVENUES
EXPENDITURES
SALARIES & WAGES
HEALTH BENEFITS
EMPLOYEE BENEFITS
RETIREMENT
OTHER PERSONNEL
PROFESSIONAL SERVICES
WORKERS COMPENSATION
SERVICE & SUPPLIES
OUTSIDE AGENCIES
NON-DEPARTMENTAL
OTHER
CAPITAL
DEBT
TRANSFERS OUT
TOTAL EXPENDITURES
NET INCOME

FY26 REVISED
BUDGET
114,901
40,399,616
12,000
334,011
1,042,739
9,490,359
51,393,626
FY26 REVISED
BUDGET
4,707,893
811,128
37,803
727,132
388,882
9,905,398
51,489
13,337,638
2,300
1,257,500
76,400
2,390,687
2,679,109
9,490,359
45,863,718
5,529,908

FY26 Actuals
156,512
5,314,120
83,427
55,669
173,790
5,783,517
FY26 Actuals
567,145
94,635
3,384
91,485
49,420
2,002,284
7,044
1,975,965
314,375
26,224
209,190
430,839
5,771,989
11,528

FY26 % of Budget
Rec'd
136.2%
13.2%
695.2%
--16.7%
16.7%
0.0%
11.25%
FY26 % of Budget
Rec'd
12.0%
11.7%
9.0%
12.6%
12.7%
20.2%
13.7%
14.8%
0.0%
25.0%
34.3%
8.8%
16.1%
0.0%
12.6%
-1.33%

FY27 REVISED
BUDGET
108,459
44,137,608
12,000
334,011
325,091
11,210,811
56,127,980
FY27 REVISED
BUDGET
4,912,221
786,511
70,740
719,370
413,147
12,478,577
51,060
15,246,661
2,300
1,257,500
136,303
6,873,317
1,961,462
11,210,811
56,119,980
8,000

CITY OF HOPEWELL FINANCE COMMITTEE

FY27 Actuals
76,445
5,766,854
27,834
32,336
5,903,470
FY27 Actuals
608,936
94,353
25
87,823
50,636
1,163,951
7,487
1,834,285
314,375
12,074
483,295
327,540
4,984,779
918,691

FY27 YTD Actuals Projected
76,445
5,766,854
83,503
185,565
6,112,367
FY27 YTD Actuals Projected
608,936
94,353
25
87,823
50,636
1,163,951
7,487
1,834,285
314,375
12,074
483,295
327,540
4,984,779
1,127,589

FY27 % Rec'd
70.5%
13.1%
0.0%
--25.0%
57.1%
0.0%
10.89%
FY27 % Rec'd
12.4%
12.0%
0.0%
12.2%
12.3%
9.3%
14.7%
12.0%
0.0%
25.0%
8.9%
7.0%
16.7%
0.0%
8.9%
2.01%

8

Schools FY27 Budget
to Actual – August
FY27 Enterprise Funds Revenue and Expenditures
•

•
•

Schools for August FY27 revenues are
trending 1.37% or $477K higher for FY27
vs FY26.
Expenses August are trending 1.27% or
$305K higher for FY27 vs FY26.
Projected $500K in federal revenues for
Headstart not yet received.

60,000,000

50,000,000

40,000,000

30,000,000

20,000,000

10,000,000

FY26 REVISED BUDGET

FY26 Actuals

Revenue

CITY OF HOPEWELL FINANCE COMMITTEE

FY27 REVISED BUDGET

FY27 YTD Actuals Projected

Expenditures

9

Schools FY27 Budget to Actuals – August

REVENUES
CHARGES FOR SERVICES
STATE REVENUES
FEDERAL REVENUES
TRANSFERS IN
TOTAL REVENUES

FY26 REVISED
BUDGET
5,164,644
48,663,718
9,581,109
13,580,000
76,989,471

EXPENDITURES
SERVICE & SUPPLIES
OTHER
CAPITAL
TOTAL EXPENDITURES
NET INCOME

FY26 REVISED
BUDGET
2,854,068
74,116,948
18,455
76,989,471
-

FY26 Actuals
223,682
7,357,148
969,722
3,395,000
11,945,552
FY26 Actuals
14,196,216
14,196,216
(2,250,664)

FY26 % of
FY27 REVISED
Budget Rec'd
BUDGET
4.3%
721,738
15.1% 50,681,340
10.1%
8,588,224
25.0% 13,580,000
15.52% 73,571,302
FY26 % of
FY27 REVISED
Budget Rec'd
BUDGET
0.0%
2,936,730
19.2% 70,616,117
0.0%
18,455
18.4% 73,571,302
-2.92%
-

CITY OF HOPEWELL FINANCE COMMITTEE

FY27 Actuals
41,425
8,230,300
256,227
3,395,000
11,922,952
FY27 Actuals
14,500,915
14,500,915
(2,577,963)

FY27 YTD Actuals Projected
41,425
8,230,300
756,227
3,395,000
12,422,952
FY27 YTD Actuals Projected
14,500,915
14,500,915
(2,077,963)

FY27 % Rec'd
5.7%
16.2%
8.8%
25.0%
16.89%
FY27 % Rec'd
0.0%
20.5%
0.0%
19.71%
-2.82%

10

CITY OF HOPEWELL, VIRGINIA
STATEMENT OF REVENUES, EXPENDITURES AND CHANGE IN FUND BALANCE
FOR THE PERIOD ENDED: 08.31.2026
FUND
FUND
DESCRIPTION
011
General Government
015
CSA Board
039
Marina
030
Solid Waste
032
HWR
040:046
Sewer Service
048:049
Stormwater
085
Economic Development Authority
TOTAL

FY26 ENDING
REVENUE
EXPENSES
FY27 ENDING
FUND BALANCE BUDGET
CURR YTD
REMAIN
% REMAIN BUDGET CURR YTD
REMAIN
% REMAIN FUND BALANCE TO DATE
$ 41,606,924 $ 89,968,988 $ 6,914,571 $ 83,054,417
92% $ 89,968,988 $ 18,178,582 $ 71,790,406
80% $
30,342,913
$
(148,914) $ 3,700,000 $ 1,228,707 $
2,471,293
67% $ 3,700,000 $ 1,005,385 $
2,694,615
73% $
74,407
$
76,480 $ 140,000 $
54,311 $
85,689
61% $ 140,000 $ 20,245 $
119,755
86% $
110,546
$
(861,834) $ 3,991,665 $
7,984 $
3,983,681
100% $ 3,991,665 $ 438,816 $
3,552,849
89% $
(1,292,666)
$ 77,831,474 $ 28,511,168 $ 2,378,263 $ 26,132,905
92% $ 28,511,168 $ 2,970,782 $ 25,540,386
90% $
77,238,955
$ 27,463,540 $ 22,530,079 $
429,457 $ 22,100,622
98% $ 22,530,079 $ 1,471,539 $ 21,058,540
93% $
26,421,458
$
1,791,523 $ 1,095,068 $
108,763 $
986,305
90% $ 1,095,068 $ 103,642 $
991,426
91% $
1,796,644
$
- $ 130,000 $
20,428 $
109,572
84% $ 130,000 $ 16,308 $
113,692
87% $
4,120
$ 147,759,193 $ 150,066,968 $ 11,122,056 $ 138,814,912
93% $ 150,066,968 $ 24,188,990 $ 125,747,977
84% $
134,692,258

**FY26 ending fund balances are preliminary figures**

CITY OF HOPEWELL FINANCE COMMITTEE

11

FY27 Accounts Payable/Debt Service – August

Accounts Payable August
Invoices Received
# of invoices processed

1,257

$ amount processed

$5,263,910

Debt Service Payments August
FY27 Budget

YTD Actuals

Remaining Budget

% of Budget YTD

$7,462,985

$3,594,082

$3,868,903

52%

CITY OF HOPEWELL FINANCE COMMITTEE

12

Project

Spent/Encumbered
YTD
$

509,199

$

457,637

Status as of 09.16.2026
POs issued; early design stages and data collection. Surveyors will be on site later this week and draw down testing
is scheduled for next week so we can so the engineer can determine pump sizing needs.
POs issued; early design stages and data collection. Surveyors will be on site later this week and draw down testing
is scheduled for next week so we can so the engineer can determine pump sizing needs.

$

146,060

Project Complete

$

134,300

Project Complete

$

133,500

Assessment complete paving underway to be completed October 1

$

200,000

Transfer to schools complete

$

190,273

Right of way securing easements and utility relocation underway

$

-

2,600,000
260,000
304,070
322,570
18,360
14,605,000

$

18,917

Contract awarded and work has began build-out offsite and vendor on site working on HVAC

$

254,500

Starting milling September 19th will take 2 weeks to cure/Grand opening October

$

304,070

Missing components working with vendor to get additional parts/ Grand Opening late October

$

225,826

Starting after completion Riverside/Grand opening late October

$

-

$

2,574,282

3,000,000

$

316,314

Cost

Mansion Hills Pump Station

$

3,000,000

North Colonial Pump Station

$

3,000,000

City Hall Roof Replacement
Courts Building HVAC Replacement
Pavement Rehabilitation
Carter G Roof Replacement
Heretick Ave Stormwater Improvements
Riverwalk Completion

$
$
$
$
$
$

150,000
150,000
1,600,000
200,000
2,300,000
700,000

$
$
$
$
$
$

Hopewell Community Center (to include Pump
Room, Pool, HVAC & Locker Rooms)
Riverside Park
Atwater Park
City Point Playground
Contingency

Queen Anne Pump Station - Funded through
LGIP

$

Contract awarded; engineering 50% underway and archeological study complete and submitted to DHR

To be used towards City Point Playground

Survey work on site and force main are complete. Station is under design and force main alignment options are
being evaluated.

GO Bonds Projects Update
CITY OF HOPEWELL FINANCE COMMITTEE

13

Year-End Items
1.

Bi- Weekly meetings begin for FY27 ACFR August 22, 2026 with schools, city and RFC
1.
2.
3.

2.

Next meeting 09.28.26
Items due from schools 09.30.26
Currently still on track to be on time

Budget team submitted FY2027 Budget book to GFOA for the Distinguished Budget Award currently
awaiting review. (1st year submission)

CITY OF HOPEWELL FINANCE COMMITTEE

14

ACTIONS RESULTING FROM
CLOSED MEETING

CONSENT
AGENDA

C-1

MINUTES OF THE SEPTEMBER 8, 2026 CITY COUNCIL REGULAR MEETING
A REGULAR meeting of the Hopewell Council was held on Tuesday September 8, 2026, at 5:00
p.m.
PRESENT:
John B. Partin, Mayor
Rita Joyner, Vice Mayor
Michael Harris, Councilor
Ronnie O. Ellis, Councilor
Susan Daye, Councilor
Malik D. Wheat Councilor
Lovena Rapole, Councilor
Closed Meeting
Councilor Wheat makes a motion to move into a closed meeting under Va. Code § 2.23711(A)(1), and (8), to discuss personnel matters including board and commission appointments
and consult with legal counsel (Hopewell Water Renewal operations and maintenance contract,
and Architectural Review Board), § 2.2-3711(A)(7), to consult with legal counsel on actual or
probable litigation (Hopewell Water Renewal Commission), § 2.2-3711(A)(8) for the purpose of
consultation with legal counsel (Beacon Theater, and elderly and disabled tax relief). Mayor
Partin seconds this motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Yes
Yes
Yes

Motion Passes 7-0
Vice Mayor Joyner makes a motion to reconvene the open meeting. Councilor Daye seconds this
motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Yes
Yes
Yes

Motion Passes 7-0
WELCOME TO VISITORS
REPORT TO THE CITY MANAGER
Vincent Jones, City Manager, thanked Mayor Partin and advised City Council that he had a few
items to present under the City Manager’s report. Mr. Jones stated that the first item would be the
Police Department’s crime summary, which would be presented by Police Chief Gregory Taylor.
He noted that the crime report would be followed by an employee recognition presented by
Director Tabitha Martinez of the Recreation and Parks Department.
Crime summary report – Gregory Taylor, Chief of Police
Police Chief Gregory Taylor presented the Police Department’s crime summary for August
2026. Chief Taylor began by explaining how the department analyzes crime geographically
throughout the city. He stated that Hopewell’s seven wards are divided into a total of 20 police
beats, which allows the department to review crime patterns, allocate resources, conduct directed
patrols, and focus enforcement efforts in areas experiencing criminal activity. Chief Taylor
reviewed August crime statistics for each ward. Ward 1 recorded 40 reported incidents involving
92 total offenses, including 11 simple assaults, five drug offenses, and six larcenies. He
explained that one incident report may contain multiple offenses, such as an arrest for domestic
assault that also results in the discovery of drugs or a concealed weapon. Chief Taylor
emphasized that property crimes and larcenies remain an area of concern, including thefts from
motor vehicles, theft of vehicle parts, stolen vehicles, and theft of items such as bicycles, lawn
equipment, lawn furniture, animals, and construction equipment. He encouraged residents to
reduce crimes of opportunity by keeping property secured and out of sight. For Ward 2, Chief
Taylor reported 18 incidents involving 45 offenses, including five assaults, four drug offenses,
three larcenies, and four incidents of vandalism. Ward 3 recorded 10 incidents and 19 offenses,
including four assaults, two thefts, and two vandalism offenses. Ward 4 recorded 12 incidents
involving 24 offenses, with offenses including assaults, drug violations, weapon law violations,
fraud, and larceny from motor vehicles. Ward 5 recorded 14 incidents and 31 offenses, including
seven assaults and two vandalism offenses, with larcenies also among the reported crimes. Ward
6 recorded seven reports involving 12 offenses, including larcenies and weapon offenses, while
Ward 7 recorded 12 reports involving 26 offenses, including four assaults, two larcenies from
vehicles, and two weapon offenses. Chief Taylor also reviewed the department’s 2025 crime
clearance rates compared with statewide averages. Hopewell’s homicide clearance rate was
87.5%, compared with Virginia’s 68.5%; the rape clearance rate was 80%, compared with
34.82% statewide; and the robbery clearance rate was 75%, compared with 46.57% statewide.
Hopewell’s aggravated assault clearance rate was 75.36%, compared with 59.57% statewide, and
its burglary clearance rate was 34.62%, compared with 27.36%. The City’s larceny clearance
rate, however, was 15.15%, compared with Virginia’s 21.64%, while its motor vehicle theft
clearance rate was 18.92%, slightly above Virginia’s 18.84%. It was clarified during the
discussion that a crime being “cleared” generally reflects an arrest or other clearance and does
not necessarily mean that a conviction occurred. Councilor Ripley thanked Chief Taylor for

including the requested clearance-rate information and recognized the department’s performance.
Chief Taylor provided an update on the Strategic Enforcement Team (SET) initiative conducted
during June, July, and August. During the summer initiative, the team made 19 felony arrests and
18 misdemeanor arrests, served 77 warrants, conducted 224 traffic stops, issued 40 summonses,
executed one search warrant, made 153 citizen contacts, and conducted 27 field interviews. The
team also assisted patrol officers with 203 calls for service and conducted 459 directed patrols.
Narcotics seized during the initiative included mushrooms, ecstasy, and crystal
methamphetamine. Chief Taylor then compared major crime statistics through August 30, 2026,
with the same period in 2025. Violent crime decreased 36%, property crime decreased 2%, and
total major crime decreased 9%. He also compared 2026 statistics with 2022, which he
characterized as the period before the City’s current technology-based enforcement efforts.
Compared with 2022, violent crime decreased 54%, property crime decreased 30%, and total
major crime decreased 35%. Against the four-year average, violent crime was down 42%,
property crime was down 20%, and total major crime was down 24%. Regarding suspected
opioid overdoses, Chief Taylor reported that through August 31, 2026, the city had experienced
three fatal and 10 nonfatal suspected overdoses, for a total of 13. He noted that the total was
lower than in previous years and attributed some of the improvement to increased availability of
Narcan, public education, and treatment programs intended to address the opioid crisis. He also
reported that narcotics incidents involving arrests were down 35% when comparing 2023 with
2026, while the number of persons arrested for narcotics violations was down 26%. Chief Taylor
identified changes in law, increased technology, participation in task forces, and interdiction
efforts as contributing factors affecting narcotics enforcement statistics. Chief Taylor discussed
juvenile curfew enforcement and shots-fired incidents. Through August 30, 2026, there had been
four curfew-related incidents, including three involving juveniles and one involving an adult
offender, with five juvenile offenders reported. He reminded Council that the curfew applies to
individuals age 17 and younger between 11:00 p.m. and 6:00 a.m. He further reported 18 shotsfired incidents from January 1 through August 31, 2026, compared with 64 incidents during all
of 2024 and 54 during all of 2025. Vice Mayor Joyner asked about the possibility of establishing
a dedicated traffic division, noting constituent concerns regarding speeding and observing that
the SET initiative conducted more than 200 traffic stops but issued only 40 summonses. Chief
Taylor explained that staffing levels remain an important consideration and that command staff
is currently evaluating whether the department should prioritize reestablishing its narcotics unit
or establishing a traffic unit. In the meantime, officers conduct directed patrols in response to
traffic complaints, and overtime special assignments have been established for additional
enforcement. Chief Taylor stated that as staffing returns to full strength, the department will have
greater flexibility to dedicate officers and resources to specialized functions. He also explained
that officers have discretion during traffic stops and may issue a summons, written warning, or
verbal warning depending on the circumstances. Chief Taylor reported that the status of
neighborhood watch meetings and community policing officers had not changed since his
previous presentation. Regarding recruitment, the department had one vacant dispatcher position
and five vacant police officer positions, with seven applicants undergoing background
investigations, including some previously certified candidates. One patrol officer had been hired,
along with a senior administrative assistant for the Investigations Division. Chief Taylor also
reviewed upcoming community engagement activities, including Touch-A-Truck, an HRHA
meeting, the Lamb Arts Festival, Hopewell’s combined National Night Out, the Harvest Festival,
a Trunk-or-Treat event, the DEA Drug Take Back event, and the annual Real Facts of Crime

event. During concluding discussion, Council expressed support for highlighting the Police
Department’s strong clearance rates and requested that staff consider issuing a press release to
explain and recognize the department’s success and the work of its officers. Council also asked
whether the department had begun contingency planning in the event that state action affects the
future use of Flock Technologies and license plate reader technology. Chief Taylor confirmed
that he had discussed the matter with City Manager Vincent Jones and that the City has a plan to
address any future decisions made by state or local officials regarding the technology. Council
thanked Chief Taylor for the report.
Employee of the quarter and year – Tabitha Martinez, Director of Recreation and Parks
Tabitha Martinez, Director of Recreation and Parks and Director Liaison for the Vision
Committee, appeared before City Council to recognize the City’s Employee of the Quarter for
the fourth quarter of Fiscal Year 2026 and the Employee of the Year. Ms. Martinez explained
that the Employee of the Quarter nomination described the recipient as a quiet but exceptionally
talented and highly organized professional who consistently demonstrates preparation,
knowledge, and strong performance. The nominee was recognized for working diligently behind
the scenes to create positive experiences for Hopewell residents, while demonstrating
exceptional teamwork, leadership, dependability, and a commitment to producing high-quality
work. Ms. Martinez announced Rebecca Johnson, Special Event Manager for the Recreation and
Parks Department, as the Fiscal Year 2026 Fourth Quarter Employee of the Quarter. Ms.
Johnson was invited forward and presented with a plaque and certificate in recognition of her
achievement. Ms. Martinez then presented the Employee of the Year recognition, explaining that
the annual recipient is selected from employees who were previously recognized as Employees
of the Quarter. The Fiscal Year 2026 recipients considered for the honor were Allison Swindell
of Water Renewal, who was recognized during the second quarter; James Jones of Planning and
Development, who was recognized during the third quarter; and Rebecca Johnson of Recreation
and Parks, the fourth-quarter recipient. Ms. Martinez stated that the Employee of the Year honor
recognizes an individual who demonstrates exemplary performance, dedication, and a
commitment to excellence throughout the fiscal year. Ms. Martinez announced James Jones of
the Planning and Development Department as the Fiscal Year 2026 Employee of the Year. She
stated that Mr. Jones consistently demonstrated exceptional professionalism, initiative, and
leadership and that his contributions strengthened City operations, advanced critical projects, and
positively affected colleagues across multiple departments. Mr. Jones was further recognized for
approaching his assignments with integrity, focus, and a genuine commitment to supporting the
mission of the Planning and Development Department. His forward-thinking approach,
reliability, and commitment to quality distinguished him as a valued and respected member of
the city organization. In recognition of his achievement, Ms. Martinez announced that Mr. Jones
would receive the Torch of Leadership, an award symbolizing guidance, responsibility, and
exemplary service. She explained that the torch represents the positive influence, dedication, and
leadership Mr. Jones brings to the organization and his commitment to advancing the City’s
mission. Ms. Martinez congratulated Mr. Jones on his hard work, dedication, and outstanding
service and expressed appreciation for his exceptional year of service and continued leadership.
She advised that the award would be formally presented to Mr. Jones the following day.

ACTIONS RESULTING FROM CLOSED MEETING
Vice Mayor Joyner makes a motion to direct the city attorney and city manager to take all
necessary steps to enter into a settlement agreement with Virginia American water at the
substantial terms offered by the Virginia American Water Company as it concerns Hopewell
Water Renewal Commissions. Councilor Rapole seconds this motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Yes
Yes
Yes

Motion Passes 7-0
Councilor Wheat makes a motion to amend the agenda to move public hearings for R-3 an
ordinance amending land disturbance permit fees to the regular meeting scheduled for September
22nd and to move the public hearing for item R-4 an ordinance amending elderly and disabled tax
relief to the regular meeting scheduled for October 27th and then to allow those that have signed
up to speak during communications from citizens. Mayor Partin seconds this motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Yes
Yes
Yes

Motion Passes 7-0
PRAYER AND PLEDGE OF ALLEGIANCE
Prayer by Reverend Randall, followed by the Pledge of Allegiance to the Flag of the United
States of America, led by Mayor Partin
CONSENT AGENDA
Councilor Daye makes a motion to adopt the consent agenda, Councilor Wheat seconds this
motion.

ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Yes
Yes
Yes

Motion Passes 7-0
COMMUNICATIONS FROM CITIZENS
Pavlos Michals - Addressed City Council regarding a longstanding concern that he stated has
remained unresolved for approximately 23 years and relates to a sewer system problem dating
back to 2003. Mr. Michaels expressed frustration with the length of time the matter has
continued and stated that he has previously invited City officials and engineers to visit his
property so they could personally observe the conditions rather than rely solely on his description
of the problem. He disputed previous comments regarding meetings he was said to have attended
and reiterated that he has repeatedly attempted to bring the matter to the City’s attention. Mr.
Michaels stated that he estimates it could cost approximately $175,000 or more to repair damage
he attributes to the sewer system issue. He referenced an estimate of approximately $48,000 to
$49,000 for one portion of the necessary work and stated that an earlier estimate had been
approximately $58,500. He further stated that when he initially reported the matter to City
Council, he estimated damages to his personal, family, and business property at approximately
$2.5 million or more. Mr. Michaels emphasized that he is seeking a resolution to the matter. Mr.
Michaels stated that the current City Manager recently visited the property and observed the
conditions but that he had not yet received a report following the visit. He also described his
interactions with a previous City Manager, stating that the former manager had visited the
property and, according to Mr. Michaels, acknowledged his concerns, but Mr. Michaels did not
subsequently receive a response or resolution. He expressed dissatisfaction with communications
he said he received from City staff concerning the former City Manager’s availability and
departure from the city. Mr. Michaels concluded by reiterating his desire for the City to resolve
the longstanding sewer-related matter and stated that, without a resolution, his next step would
be to pursue the issue through the court system. As he attempted to continue addressing the Vice
Mayor regarding the matter, he was advised that his allotted speaking time had expired.
Sha’rah Fuller Ward 5 - Addressed City Council to promote the upcoming National Night Out
event scheduled for October 6, 2026, at Hopewell High School. Ms. Fuller encouraged local
businesses, organizations, and individuals that provide resources or services to Hopewell
residents to participate in the event. She emphasized that National Night Out is intended to be
more than an opportunity for residents to interact with law enforcement; it is also designed to
bring community resources together in one location so residents can more easily learn about and
access available services. She stated that several businesses had already agreed to participate and
would be permitted to sell their products or food and retain the proceeds. Ms. Fuller encouraged
members of Council and residents to support the event and emphasized that National Night Out

would remain nonpolitical. She stated that individuals running for City Council or other elected
offices should not use the event for political campaigning. Instead, she described the event as an
opportunity for residents to meet and communicate with one another and their elected
representatives. Ms. Fuller shared that she had met individually and collectively with members
of Council and encouraged residents with concerns to engage Council members through
respectful, direct conversations. Ms. Fuller also thanked Police Chief Gregory Taylor for
mentioning the City’s Neighborhood Watch meetings and stressed the need for greater
community participation. She stated that addressing community concerns requires involvement
from residents throughout Hopewell and encouraged more citizens to participate in
Neighborhood Watch meetings and other events occurring throughout the city. She emphasized
that strengthening the community is a collective responsibility and cannot be accomplished by
only a small number of individuals. Ms. Fuller concluded by encouraging residents to support
Hopewell’s youth and school activities beyond football season. She announced that Hopewell
High School’s award-winning marching band would perform during National Night Out and
encouraged the community to attend marching band competitions, basketball and volleyball
games, and other student activities with the same enthusiasm shown for football. She noted that
Hopewell students are achieving success and receiving opportunities, including scholarships, and
expressed her desire to see the community continue supporting them as they pursue future
accomplishments. Ms. Fuller also thanked the City’s firefighters and emergency medical
personnel for their service to the community.
Karren Thayer Ward 7 - Addressed City Council regarding a concern involving bamboo
planted on a neighboring property near the corner of a cul-de-sac adjacent to her driveway.
Before discussing the matter, Ms. Thayer expressed appreciation to a city representative who had
assisted her during a recent medical situation. She then explained that the bamboo planted by her
neighbor has continued to spread toward her property. Ms. Thayer stated that she previously
attempted to discuss the issue with the neighboring property owner but was instructed to leave
the property and advised that she was trespassing. She acknowledged that she could pursue
formal measures, including sending a certified letter, but expressed her desire to resolve the issue
amicably without having to pursue court action. Ms. Thayer stated that the bamboo has expanded
significantly, growing from approximately five plants to an estimated 75 to 90 plants. She
expressed concern that continued growth could affect nearby sewer infrastructure and stated that
during the fall and winter, leaves from the bamboo enter the drainage or sewer system
downstream. She advised that she had photographs documenting the conditions and requested
guidance and assistance from the City in addressing the matter before it becomes more extensive.
Ms. Thayer also requested an opportunity to meet with City representatives following the
meeting to show them the photographs, and members of Council indicated a willingness to speak
with her. Following Ms. Thayer’s comments, Council discussed whether the city could consider
an ordinance addressing invasive plants such as bamboo. It was noted that other localities have
adopted restrictions or prohibitions relating to invasive species, and the discussion included
whether existing state law provides authority to address the issue locally. Council expressed
interest in further examining the applicable state law and the possibility of developing a city
ordinance. The discussion also included the potential for the city to consider budgeting in the
future for the removal or management of invasive species on a broader citywide basis. Ms.
Thayer thanked Council for its consideration and assistance.

Jeffery Marice Torres Ward 3 - Addressed City Council regarding senior citizens, youth,
public health, and public safety. Mr. Torres described senior citizens and young people as two of
the City’s greatest resources, stating that both contribute to healthy families and a strong
community. He emphasized the wisdom and guidance that older residents provide to younger
generations and encouraged the city to consider ways to make Hopewell more attractive and
affordable for senior citizens. Specifically, Mr. Torres suggested offering a property tax
exemption for qualifying seniors on their primary residences. Mr. Torres, identifying himself as
an educator in Hopewell, also expressed concern about the accessibility of vaping products to
children. He stated that easy access to vapes exposes students to contraband, contributes to
addiction, and negatively disrupts the school environment. He requested that City Council
consider additional restrictions on the sale of vaping products within Hopewell as a means of
reducing youth access. Regarding public safety, Mr. Torres stated that the City should ensure it is
utilizing appropriate and effective law-enforcement resources. He specifically referenced the
City’s Flock technology contract and its agreement with U.S. Immigration and Customs
Enforcement (ICE). He suggested that if the city is not receiving the tangible benefits anticipated
from those initiatives, City officials should consider whether modifications to the agreements are
warranted. Following Mr. Torres’ comments, Council discussed his concerns regarding vape
shops. A member of Council recalled previous discussions about potentially restricting or
banning vape shops in Hopewell, similar to actions reportedly considered or taken by Petersburg
and other Virginia localities. City Manager Vincent Jones was asked to follow up and provide
Council with an update regarding the status of the City’s previous discussions and any potential
restrictions on vape shops. Mr. Jones agreed to follow up on the matter.
Darlene Thompson Ward 6 - Addressed City Council regarding several concerns. Ms.
Thompson first followed up on an issue she had raised approximately two or three months earlier
concerning the annual $20 vehicle decal fee. She stated that although residents have not received
physical decals for more than three years, they continue to be charged the fee each year. Ms.
Thompson advised that she had received a telephone call from someone in the City Attorney’s
Office following her previous comments but had not received any additional information. She
requested an explanation as to why residents continue to be assessed the $20 charge when
physical decals are no longer being issued. Ms. Thompson also discussed her recent attendance
at a Prince George County governing body meeting and compared her experience there with the
public comment process in Hopewell. She stated that the Prince George meeting also provided
speakers with three minutes but, in her view, citizens were treated respectfully when their
allotted time expired. Ms. Thompson expressed concern regarding how Hopewell residents are
sometimes addressed during public comment and emphasized that citizens should be treated
respectfully when appearing before their elected representatives. Ms. Thompson then expressed
concerns regarding taxes, fees, City spending, and previous financial decisions. She cited
increases that she stated had occurred since 2024, including changes to the real estate tax rate,
stormwater fees, monthly trash collection charges, and sewer rates. She also criticized increases
in the City’s budget, expenditures associated with the BARB Group, and the City’s previous
purchase and subsequent sale of the former Bank of America building. Ms. Thompson stated that
residents had previously expressed opposition to the purchase and raised concerns regarding the
financial arrangements associated with the building’s subsequent sale. Ms. Thompson concluded
by stating that, in her view, residents have experienced repeated increases in taxes and fees while
their concerns have not been adequately heard by City Council. She referenced the upcoming

election and stated that voters would have an opportunity to express their views regarding
members of Council who were seeking reelection. Ms. Thompson was advised that her allotted
speaking time had expired, and she concluded her remarks.
(PH) R – 4 Ordinance Amending elderly and disabled tax relief
Sandra Cochran Ward 7 - Addressed City Council regarding real estate tax relief for elderly
and disabled residents. Ms. Cochran stated that she and her husband purchased their home in
1990 for $35,500 and that the property is now assessed at approximately $172,900. She
explained that she has paid her real estate taxes each year and that she and her husband applied
for tax relief in 2021 due to his age and health. They received approximately $850 in tax relief,
which she stated provided significant financial assistance. Following her husband’s passing in
2023, Ms. Cochran continued to receive tax relief based on her age and disabilities. Ms. Cochran
explained that as the assessed value of her property has increased, her tax obligation has also
increased, making it more difficult to afford the costs associated with maintaining the home she
has lived in for approximately 36 years. She stated that rising living expenses have further
contributed to the financial strain and expressed concern about her ability to continue paying her
taxes while keeping her home safe and properly maintained. Ms. Cochran requested that the city
consider increasing the amount of real estate tax relief provided to qualifying elderly and
disabled residents. She stated that additional assistance would help her remain independently in
her home and afford necessary maintenance. Ms. Cochran emphasized that other Hopewell
residents are also struggling to pay their property taxes and asked Council to consider increasing
the available relief so elderly and disabled residents can maintain their independence and
continue living in their homes.
Karren Thayer Ward 7 - Addressed City Council for a second time regarding the financial
challenges facing residents, particularly those struggling with increasing housing costs and taxes.
Ms. Thayer stated that she was not speaking specifically on her own behalf but on behalf of
residents who were unable to attend the meeting. She encouraged Council to consider both the
individual circumstances of residents and the broader impact that taxes and rising expenses are
having on households throughout the city. She expressed concern that some residents are
struggling daily to determine whether they can afford their rent or mortgage and other basic
expenses and stated that financial pressures could place some individuals at risk of losing their
homes. Ms. Thayer urged Council to consider the circumstances of elderly residents and others
living on limited or fixed incomes. She shared that she is a widow living on a single income and
must carefully manage her own expenses, while acknowledging that she is currently able to meet
her financial obligations. However, she emphasized that many other residents are experiencing
greater financial hardship and may not have the resources or ability to appear before Council to
advocate for themselves. Ms. Thayer stated that residents need assistance and guidance from
City leadership and asked Council to consider measures that could lessen their financial burden,
including reducing the tax rate or identifying another form of relief. She expressed concern that
property assessments, mortgages, and other household expenses continue to increase and that
these increases can have a significant effect on residents with limited incomes. Ms. Thayer
concluded by asking Council to take action to assist those residents who are struggling
financially, particularly those who were unable to attend the meeting and speak on their own
behalf.

Brenda Livingston Ward 4 - Addressed City Council regarding real estate tax relief for senior
citizens and individuals who are fully disabled and living on fixed incomes. Ms. Livingston
identified herself as a senior citizen, stated that she is 100 percent disabled, and explained that
she relies on a fixed income. She stated that she had researched how surrounding localities
provide real estate tax exemptions or relief for senior citizens and disabled residents and asked
Council to consider the financial difficulties these populations are experiencing. Ms. Livingston
emphasized that the cost of living and other household expenses have continued to increase
while retirement and fixed incomes have not increased at the same rate. Ms. Livingston stated
that she is proud to be a member of the Hopewell community and continues to volunteer and
assist veterans and other residents whenever possible. She asked Council to consider increasing
the amount of real estate tax relief or providing additional exemptions or discounts for qualifying
senior citizens and individuals who are 100 percent disabled. As an example, Ms. Livingston
referenced Prince George County and stated that, based on her research, individuals who are 100
percent disabled and have an income of $40,000 or less may qualify for a full real estate tax
exemption. Ms. Livingston also shared that she had worked multiple jobs throughout her life to
support herself and expressed concern that, despite reaching retirement age, increasing expenses
may require her to return to work. She concluded by asking City Council to take the financial
circumstances of senior citizens and disabled residents into consideration when evaluating the
City’s real estate tax relief program and thanked Council for considering her request.
Jennifer Shaffer Ward 4 - Addressed City Council regarding the financial difficulties she is
experiencing as a senior citizen and widow and the impact that increasing housing costs and
property taxes have had on her ability to remain in her home. Ms. Shaffer stated that she is 68
years old and previously worked as a home care aide for approximately 30 years, including
providing private care to families in the Hopewell community. She noted that she had previously
appeared before Council approximately a month earlier to discuss her concerns regarding taxes
and stated that her monthly house payment has increased by approximately $500 over the past
two years. Ms. Shaffer explained that her monthly housing payment was approximately $800 at
the end of September 2023, increased to more than $1,100 beginning in October 2023, and
subsequently increased to approximately $1,355. She stated that she receives approximately
$1,555 in monthly income in addition to approximately $400 from an Alcoa retirement benefit.
Ms. Shaffer expressed concern that the continued increase in her housing expenses is becoming
increasingly difficult to manage on her limited income. Ms. Shaffer shared that she moved to
Hopewell approximately 41 years ago with her two children and had worked in several
occupations throughout her career, including positions with the Department of Corrections, the
state highway department, Reynolds Metals, UPS, and ultimately nursing and home care. She
stated that Hopewell became her home because of the kindness and generosity she experienced
within the community and reflected on the relationships she developed while caring for residents
as a home care aide. Ms. Shaffer became emotional while describing the financial and personal
challenges she currently faces and expressed significant concern about potentially losing her
home. She stated that she had previously been advised to consider selling the property before
financial circumstances forced her to do so but emphasized that she does not want to leave her
home. Ms. Shaffer asked Council to consider not only her circumstances but also those of other
senior citizens and residents living on limited incomes who may be facing similar hardships. She
concluded by urging Council to remain mindful of residents who are struggling financially and to

consider the effect that increasing housing expenses and taxes have on their ability to remain in
their homes.
Steve Ramono Ward 3 - Addressed City Council regarding real estate taxes, tax relief for
elderly and disabled residents, and concerns about City spending and financial transparency. The
speaker stated that they have paid real estate taxes in Hopewell for approximately 50 years and
questioned the level of benefit they currently receive in return. They expressed concern about the
financial impact of increasing real estate taxes and stated that increases in property-related
expenses have also affected the cost of maintaining homeowners’ insurance. The speaker urged
Council to provide greater assistance to elderly and disabled residents and expressed concern
about the financial qualifications currently considered when determining eligibility for tax relief.
They stated that, in their view, the City should focus on providing assistance to elderly and
disabled residents rather than requiring extensive consideration of income, savings, vehicles, or
financial assistance received from family members. The speaker also requested greater
transparency regarding how taxpayer funds are used to compensate City employees. They
suggested making information regarding City employee positions, names, and compensation
readily available to the public so residents could better understand how their tax dollars are being
spent. The speaker stated that increased access to financial information could encourage greater
citizen participation and provide residents with a clearer understanding of City expenditures. The
speaker further expressed concerns regarding the City’s financial condition, population growth,
economic development, staffing levels, and continued reliance on real estate taxes for revenue.
They questioned whether additional hiring is necessary and suggested that the city consider a
hiring freeze if additional revenue is needed. The speaker also asserted that Hopewell’s
population has remained relatively unchanged for many years and expressed concern about the
pace of new business development. They concluded by stating that residents need greater
information about City finances and expenditures and urged Council to address what they
viewed as an excessive financial burden on Hopewell taxpayers.
REGULAR BUSINESS
R-1 (Public Hearing) Modification of development standards request from the City of
Hopewell Public Schools to install an accessory structure in a side yard at Dupont
Elementary School (parcel #013-1166), also identified as 300 S. 18th Ave., in the R-2
residential medium density district – Chris Ward, Director of Development
Chris Ward presented a public hearing and first reading regarding a request from Hopewell City
Schools for a modification to the City’s development standards at Dupont Elementary School.
Mr. Ward stated that the property is located in Ward 3, is zoned R-2, and that the school system
is requesting permission to install an accessory structure within a side yard. He explained that the
City’s current development standards permit accessory structures only within rear yards, making
a modification necessary for the proposed location. Mr. Ward displayed maps and aerial images
identifying the school property and the proposed location of the accessory structure. He
explained that the proposed structure would be a storage shed used for grounds maintenance
equipment. Under Article 18 of the City’s ordinance, accessory structures are permitted only
within rear yards. Mr. Ward further explained that within the R-2 zoning district, an accessory
structure may be placed up to the property line but must remain at least five feet from any other

structure. Mr. Ward reviewed the standards applicable to requests for modifications to
development standards and explained that the ordinance identifies four conditions under which a
request should not be granted. He stated that, in staff’s opinion, none of the four conditions
applied to the request. Based on that determination, staff found it appropriate to recommend
approval of the requested modification. Mr. Ward stated that staff recommended approval of the
modification to allow the accessory structure within the side yard, subject to the condition that all
other applicable provisions of Article 18 regulating accessory structures be satisfied. He further
reported that the Planning Commission considered the request during its August 6, 2026 public
hearing and voted 4-0 to recommend approval with staff’s recommended condition. Mr. Ward
concluded his presentation and advised Council that he was available to answer any questions.
Councilor Rapole makes a motion to approve request for Modification of development standards
request from the City of Hopewell Public Schools to install an accessory structure in a side yard
at Dupont Elementary School (parcel #013-1166), also identified as 300 S. 18th Ave., in the R-2
residential medium density district. Councilor Ellis seconds this motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Abstain
Yes
Yes

Motion Passes 6-0
R-2 (Public Hearing) School division supplemental appropriation – Janel English, Hopewell
City Schools Finance Director
Janel English appeared before City Council for a public hearing and requested approval of a
supplemental appropriation to the Hopewell City Public Schools Fiscal Year 2027 budget. Ms.
English stated that the original FY2027 school budget was approved by City Council on June 9,
2026. Since that approval, the school division received notification of additional grant funding
totaling $1,037,166. She identified the new funding sources as a School Security Officer Grant,
Title I School Improvement Grant, Supplemental iTeach Grant, Grow Your Own Apprenticeship
Grant, GEAR UP Grant, a DBHDS Grant, and a Special Education Section 611 Grant. Ms.
English further reported that the school division had been notified of an additional $1,321,085 in
state revenues. She also advised that the beginning balance for the School Textbook Fund needed
to be adjusted downward by $21. In addition, the school division needed to update its Fund 63
budget to include $18,590,000 that had previously been added to the Fiscal Year 2026 budget.
Ms. English explained that this action occurred after the original approval of the Fiscal Year
2027 budget and, therefore, the amount needed to be incorporated into the current fiscal year
budget. Ms. English stated that the requested supplemental appropriation and related adjustments
would increase the School Operating Fund budget to $72,401,118, the School Textbook Fund to
$534,032, the School Cafeteria Fund to $3,050,927, and the Building/Bus Replacement Fund

budget to $18,608,455. Following these adjustments, the total Fiscal Year 2027 budget for
Hopewell City Public Schools would be $94,519,532.
Councilor Ellis makes a motion to approve School division supplemental appropriation. Vice
Mayor Joyner seconds this motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Abstain
Yes
Yes

Motion Passes 6-0
R-5 (Public Hearing) Ordinance accepting conveyance of two parcels of real property –
Anthony Bessette, City Attorney
Anthony Bessette, City Attorney, presented an ordinance concerning the acceptance of two
parcels of real estate being offered to the city as a gift. Mr. Bessette explained that a local
property owner owns two small parcels that, individually, are not suitable for building or
development due to their size. He noted that one of the parcels consists of only a few hundred
square feet. Because of the limited development potential of the properties, the owner offered to
convey both parcels to the City at no cost for inclusion among the City’s property holdings. Mr.
Bessette explained that approval of the ordinance would authorize and direct City staff to
complete the necessary deed and related documentation to transfer ownership of the two parcels
to the City. Following his presentation, Council was provided an opportunity to ask questions,
and no questions were raised. The public hearing was then opened. As no individuals had signed
up to speak regarding the matter, the public hearing was closed. A motion was made by Vice
Mayor Joyner and seconded by Councilor Daye to approve the ordinance accepting the
conveyance of the two parcels of real estate as presented.
Vice Mayor Joyner makes a motion to approve the Ordinance accepting conveyance of two
parcels of real property. Councilor Daye seconds this motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Yes
Yes
Yes

Motion Passes 7-0
R-6 (Public Hearing) The designation of the Beacon Theater for real estate tax exemption
in accordance with Va. Code §58.1-3651 – Anthony Bessette, City Attorney
City Attorney Anthony Bessette presented an ordinance concerning the real estate tax status of
the Beacon Theatre. Mr. Bessette explained that the Beacon Theatre had applied to the Internal
Revenue Service for recognition as a 501(c)(3) nonprofit organization. Mr. Bessette stated that
the proposed ordinance would exempt the Beacon Theatre’s real estate from taxation upon the
organization obtaining its 501(c)(3) nonprofit status. He clarified that the effective date of the
real estate tax exemption would be tied to the effective date of the Beacon Theatre’s recognition
as a 501(c)(3) nonprofit organization.
Vice Mayor Joyner makes a motion to approve the designation of the Beacon Theater for real
estate tax exemption in accordance with Va. Code §58.1-365. Councilor Daye seconds this
motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Yes
Yes
Yes

Motion Passes 7-0
R-7 Resolution providing for the issuance, sale and award of sewer system revenue
refunding bonds of the City of Hopewell – Stacey Jordan, Deputy City Manager
Stacey Jordan, Finance Director, introduced a resolution related to an opportunity to refinance
the City’s existing sewer bonds. Ms. Jordan stated that the City was considering financing
options through the Virginia Resources Authority (VRA) as well as private lenders. She
introduced Jimmy Sanderson of Davenport & Company, the City’s financial advisor, along with
Mr. Cooper of the City’s bond counsel, to provide additional information regarding the proposed
resolution and refinancing opportunity. Jimmy Sanderson explained that the resolution before
Council was necessary to preserve the City’s ability to participate in the Virginia Resources
Authority financing process. He stated that VRA has established deadlines by which local
governments must adopt the necessary resolutions and described the proposed action as
essentially a placeholder that would maintain VRA as an available financing option. He
recommended that Council adopt the resolution at the current meeting because the VRA
resolution was required to be in place by approximately September 18. Mr. Sanderson advised
that Davenport had also been communicating with private lenders and that the private financing
options currently appeared more favorable than financing through VRA. He explained that VRA
would not conduct its financing sale until later in October, leaving the city exposed to potential

changes in interest rates between the current meeting and the sale date. He anticipated returning
to Council at its next meeting with a firm proposal from a private lender that could provide a
more favorable interest rate and greater overall savings to the city. Mr. Sanderson explained that
the refinancing relates to the City’s 2011 sewer bonds, which currently carry an interest rate
slightly above five percent. He stated that Davenport would continue working with the private
lender to obtain and lock in a rate and anticipated that the refinancing rate could be closer to four
percent. He emphasized that reducing the interest rate from above five percent to approximately
the four-percent range would provide a positive financial benefit and savings to the City. Mr.
Sanderson further explained that if a favorable private lending proposal were secured, Davenport
would return at Council’s next meeting with a resolution for Council’s consideration authorizing
the private financing. If approved, that resolution would rescind the VRA resolution being
considered at the current meeting. He reiterated that adopting the VRA resolution at this time
would preserve the City’s financing options while negotiations with private lenders continued.
Council responded favorably to the refinancing opportunity, noting that the city had entered a
position where it could begin refinancing older debt to achieve savings.
Councilor Harris makes a motion to approve Resolution providing for the issuance, sale and
award of sewer system revenue refunding bonds of the City of Hopewell. Councilor Rapole
seconds this motion.
ROLL CALL

Councilor Harris Mayor Partin Councilor Ellis Councilor Daye Councilor Wheat Councilor Rapole Vice Mayor Joyner -

Yes
Yes
Yes
Yes
Yes
Yes
Yes

Motion Passes 7-0
R-8 Fire department schedule transition: 24/48 to 24/72 presentation – Benjamin Ruppert,
Chief of Fire
Fire Chief Ben Ruppert presented a proposal to transition the Hopewell Fire Department from its
current 24-hours-on/48-hours-off schedule to a 24-hours-on/72-hours-off schedule. Before
beginning his presentation, Chief Ruppert requested a moment of silence in recognition of the
25th anniversary of the September 11, 2001 terrorist attacks and those who lost their lives,
including firefighters, law enforcement officers, and civilians. He reflected on being only five
months into his employment with the City of Hopewell when the attacks occurred and discussed
how September 11 significantly changed the responsibilities and expectations placed on the fire
service. Chief Ruppert explained that the Fire Department’s responsibilities have expanded
substantially over the years to include emergency medical services, hazardous materials
response, technical rescue, and additional specialized training. Despite these increased
responsibilities, the Department has continued operating under essentially the same shift
structure for more than 50 years. He stated that the current 24/48 schedule contributes to chronic

sleep deprivation, particularly when firefighters work overtime and may work 48 consecutive
hours before having only one day off and returning for another 24-hour shift. The proposed
24/72 schedule would consist of one 24-hour shift followed by three days off, resulting in an
average 42-hour workweek. Chief Ruppert noted that firefighters currently average
approximately 56 hours per week, compared with approximately 42 hours for Police Department
personnel and 40 hours for most other City employees. He stated that the current schedule results
in firefighters working approximately 728 additional hours annually compared with a 42-hour
schedule. Chief Ruppert also emphasized the Department’s increasing workload. Call volume
has grown from slightly more than 2,000 calls around 2000 to just under 6,000 calls during the
past year, effectively tripling while the shift schedule remained unchanged. He further noted that
a significant portion of calls occur during evening and nighttime hours, limiting firefighters'
opportunities for uninterrupted rest while on duty. Chief Ruppert presented three implementation
options for transitioning to the 24/72 schedule: Two-year plan: Hire nine employees during the
first year and eight during the second year, for a total of 17 additional employees. Firefighters
would initially work approximately 15 additional "debit days" during the first year before
transitioning fully to the 24/72 schedule in year two. Three-year plan: Hire six employees in year
one, six in year two, and five in year three. During the first year, employees would remain on the
24/48 schedule but receive eight scheduled "Kelly Days." The Department would transition to
24/72 during year two with nine debit days, followed by full implementation in year three. Fouryear plan: Hire six employees in year one, four in year two, four in year three, and three in year
four. The Department would use Kelly Days during the first two years, transition to 24/72 during
year three with five debit days, and reach the full schedule without debit days in year four. Chief
Ruppert explained that the Department has applied for a SAFER grant to help offset staffing
costs associated with the transition. The grant is intended to increase firefighting capability and
staffing rather than specifically fund a schedule change. The proposed staffing increase would
also add one firefighter to the Department's minimum daily staffing, helping keep the new ladder
truck available for service when multiple EMS calls occur. For the three-year option, Chief
Ruppert stated that a midyear start would require approximately $59,000 for the remainder of the
fiscal year if the SAFER grant is awarded, compared with approximately $472,508 without the
grant. The Department anticipated learning whether it would receive the SAFER grant during
September. If awarded, the city would typically have approximately 30 days to determine
whether to accept the grant. Chief Ruppert recommended the three-year implementation plan,
explaining that it provides sufficient time to recruit personnel and develop existing employees
for future Battalion Chief and Captain promotions while still moving aggressively enough to
remain competitive with other Virginia localities transitioning to similar schedules. He stressed
that adopting the 24/72 schedule could improve recruitment and retention as firefighters
increasingly seek employment with departments offering the schedule. Council expressed
general support for transitioning to the 24/72 schedule and for using the three-year approach as
the basis for further planning. City administration indicated that additional details would need to
be refined, particularly depending on whether the SAFER grant is awarded and how the
additional costs would be incorporated into future budgets. Council provided sufficient guidance
for the City Manager, Fire Chief, and Finance staff to develop a more complete proposal, and no
formal motion was required at this time.

ADJOURNMENT
Respectfully Submitted,

Johnny Partin, Mayor

Sade’ Allen, City Clerk

C-2

SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
BEACON THEATER 2012, LLC

THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN
REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION BUT
HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE FEDERAL
SECURITIES ACT OF 1933, AS AMENDED. FURTHER, THE INTERESTS HAVE NOT
BEEN REGISTERED WITH THE COMMONWEALTH OF VIRGINIA STATE
CORPORATION COMMISSION OR WITH ANY OTHER REGULATORY AUTHORITY OF
ANY OTHER STATE OR JURISDICTION. ACCORDINGLY, THE SALE, TRANSFER,
PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY OF THE
MEMBERSHIP INTERESTS IS RESTRICTED, AND MAY NOT BE ACCOMPLISHED
EXCEPT IN ACCORDANCE WITH THIS AGREEMENT AND AN APPLICABLE
REGISTRATION STATEMENT, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT A REGISTRATION STATEMENT IS UNNECESSARY AND
THEREFORE NOT REQUIRED.

1

SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
BEACON THEATER 2012, LLC
(A VIRGINIA LIMITED LIABILITY COMPANY)
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF
Beacon Theater 2012, LLC (this “Agreement”) is made effective as of August _______, 2026
(“Effective Date”), by and among the Members (as defined herein) of Beacon Theater 2012, LLC,
a Virginia limited liability company (the “Company”), and the Company, and any other Person (as
defined herein) who, after the Effective Date, becomes a Member in accordance with the terms of
this Agreement.
W I T N E S S E T H:
WHEREAS, the Company was formed on April 24, 2012 by filing the duly executed
Articles of Organization (the “Articles”) of the Company in the office of the Clerk, State
Corporation Commission, Commonwealth of Virginia (“Clerk’s Office”);
WHEREAS, the Company’s initial members, the City of Hopewell, Virginia, a political
subdivision of the Commonwealth of Virginia (the “City”), and Beacon Theater 2012 Manager,
Inc., a Virginia nonstock corporation whose sole member is the City (the “Corporation”), adopted
the initial operating agreement of the Company dated April 24, 2012 (the “Initial Operating
Agreement”);
WHEREAS, the Company and its then members amended and restated the Initial Operating
Agreement through that certain amended and restated operating agreement dated September 21,
2013 (the “Amended and Restated Operating Agreement”);
WHEREAS, Developer Private Equity Fund 2013, LP, a Virginia limited partnership (the
“State Investor Member”) became a member of the Company pursuant to the Amended and
Restated Operating Agreement;
WHEREAS, the Corporation purchased State Investor Member’s 1% Membership Interest
in the Company pursuant to the Exercise of Option Agreement dated January 1, 2018 (the
“Exercise Agreement”) and the State Investor Member ceased to be a member of the Company
upon the consummation of the transactions evidenced by the Exercise Agreement;
WHEREAS, upon the consummation of the transactions evidenced by the Exercise
Agreement and through the Effective Date, the Corporation owned 2% of the Membership Interest
of the Company and the City owned 98% of the Membership Interest of the Company;
WHEREAS, the Corporation adopted its amended and restated articles of incorporation
and bylaws effective April 15, 2026 to become a public charity exempt from taxation pursuant to
Section 501(c)(3) of the Code (as defined herein) and intends to apply to the Internal Revenue
Service (the “IRS”) for recognition of its tax exemption pursuant to Section 501(c)(3) of the Code;

2

WHEREAS, the Members of the Company desire to establish the Corporation’s control
over the Company for the Corporation’s tax exempt purposes and to manage the Company in
accordance with the IRS guidance and Applicable Law applicable to permitted joint ventures with
tax exempt entities; and
WHEREAS, the Company and its Members intend for the Company to be organized and
operated exclusively for charitable, literary, educational, and scientific purposes as described in
Section 501(c)(3) of the Code and the tax exempt purposes of the Corporation under Section
501(c)(3) of the Code, as more fully set forth in and in accordance with this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set out and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Members and the Company agree as follows:
ARTICLE I
DEFINITIONS
“Act” means the Virginia Limited Liability Company Act (1991), as amended from time
to time.
“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance,
if any, in the Member’s Capital Account as of the end of the relevant taxable year, after giving
effect to the following adjustments: (i) the Capital Account shall be credited by amounts which
the Member is obligated to restore pursuant to this Agreement (if any) or is deemed obligated to
restore pursuant to the Code or Regulations; and (ii) the Capital Account shall be debited by the
items described in Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5), and (6).
“Agreement” means this operating agreement, as amended from time to time. This
Agreement supersedes and amends and restates the Initial Operating Agreement and the Amended
and Restated Operating Agreement.
“Applicable Law” means all applicable provisions of (i) constitutions, treaties, statutes,
laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations,
declarations, or orders of any Governmental Authority; (ii) any consents or approvals of any
Governmental Authority; and (iii) any orders, decisions, advisory, or interpretative opinions,
injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.
“Business Day” means any day on which banks located at Richmond, Virginia are
generally open for regular business operations, but in no event shall include Saturdays, Sundays,
or federal holidays.
“Capital Account” means the account to be maintained by the Company for each Member
in accordance with the provisions of Regulation § 1.704-1(b)(2)(iv), and all provisions of this
Agreement relating to the maintenance of Capital Accounts shall be interpreted and applied in a
manner consistent with that Regulation.

3

“Capital Contribution” means the total amount of cash and the fair market value of any
other assets contributed pursuant to Regulation § 1.704-1(b)(2)(iv)(d) to the Company by a
Member, net of liabilities assumed or to which the assets are subject.
“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding
provision of any succeeding law.
“Company” means Beacon Theater 2012, LLC operated in accordance with this
Agreement.
“Economic Interest” means a Person’s share of Profits and Losses, distributions, and
allocations of Company items.
“Governmental Authority” means any federal, state, local, or foreign government or
political subdivision thereof, or any agency or instrumentality of such government or political
subdivision, or any self-regulated organization or other non-governmental regulatory authority or
quasi-governmental authority (to the extent that the rules, regulations, or orders of such
organization or authority have the force of law), or any arbitrator, court, or tribunal of competent
jurisdiction.
“Involuntary Withdrawal” means: (i) the inability of a Member to pay his debts generally
as they become due, (ii) any assignment by a Member for the benefit of his creditors, (iii) the filing
by a Member of a voluntary petition in bankruptcy or similar insolvency proceedings; or (iv) the
filing against a Member of an involuntary petition in bankruptcy or similar insolvency proceeding
that is not dismissed within sixty (60) days thereafter.
“Manager” means a Manager of the Company, whose rights, powers, and duties are
specified in Article V hereof.
“Member” means each Person (i) whose name is set forth on Exhibit A attached hereto or
who becomes a Member pursuant to the terms of this Agreement, and (ii) who holds a Membership
Interest.
“Membership Interest” means the ownership interest of a Member in the Company,
including such Member's (i) Economic Interest; (ii) rights to vote, consent, or participate in any
Member decisions provided in this Agreement; and (iii) rights to receive any and all other benefits
due to a Member under this Agreement and the Act. For purposes of this Agreement, each
Member’s Membership Interest shall be expressed as a percentage and set forth in Exhibit A. Only
a Person admitted as a Member of the Company may hold a Membership Interest in the Company.
The Economic Interest shall be a constituent part of the Membership Interest that cannot be
separated from the Membership Interest.
“Net Cash Flow” means all cash funds derived from operations of the Company, less cash
funds used to pay current operating expenses or to establish reasonable reserves as determined by
the Manager.

4

“Person” means and includes an individual, corporation, partnership, association, limited
liability company, trust, estate, or other entity.
“Profit” and “Loss” means for each taxable year of the Company (or other period for which
Profit or Loss must be computed), an amount equal to the Company’s taxable income or loss, or
particular items thereof, determined in accordance with Code § 703(a), adjusted as follows: (i) all
items of income, gain, loss, or deduction required to be stated separately pursuant to Code §
703(a)(1) shall be included in computing Profit or Loss; (ii) any expenditures of the Company
described in Code § 705(a)(2)(B) not otherwise taken into account shall be excluded from
computing Profit or Loss, notwithstanding that such expenditures are not deductible for federal
income tax purposes; (iii) any tax exempt income, as described in Code § 705(a)(1)(B) not
otherwise taken into account shall be included in computing Profit or Loss; (iv) any items that are
specially allocated to a Member shall not be included in computing Profit or Loss; (v) any gain or
loss resulting from any disposition of Company property with respect to which gain or loss is
recognized for federal income tax purposes shall be computed by reference to the book value of
the property so disposed; and (vi) any adjustments to taxable income or loss required in order to
maintain Capital Account balances in compliance with Regulation § 1.704-1(b) that are required
to reflect differences attributable to variations between book values and tax basis shall be
accounted for in computing Profit or Loss, including but not limited to any items of depreciation,
amortization, and other cost recovery deductions with respect to Company property in accordance
with Regulation § 1.704-1(b)(2)(iv)(g).
“Regulation” means the income tax regulations, including any temporary regulations, from
time to time promulgated under the Code.
“Unanimous Vote” means the approval of the Members holding One Hundred Percent
(100%) of the Membership Interests of the Company.
ARTICLE II
ORGANIZATION
2.1
General. Effective as of the date and time of filing of the Articles in the Clerk’s
Office, the Company was formed under the Act. Except as expressly provided herein, the rights
and obligations of any Member in connection with the regulation and management of the Company
shall be governed by the Act.
2.2
Name. The name of the Company shall be Beacon Theater 2012, LLC. The
business of the Company shall be conducted under such name or any other name or names that the
Manager shall determine from time to time. The Manager may change the name of the Company
from time to time in the manner provided by the Act and Applicable Law.
2.3
Registered Agent and Office. The name and address of the initial registered agent
and registered office for service of process on the Company in the Commonwealth of Virginia
shall be that person and office named by the Manager from time to time in the manner provided
by the Act and Applicable Law.

5

2.4
Term. The existence of the Company shall continue until terminated in accordance
with Article XII of this Agreement.
2.5
Purposes. The Company is organized and operated to receive, hold, maintain, use,
dispose, and administer assets in perpetuity exclusively for charitable, literary, educational, and
scientific purposes within the meaning of Section 501(c)(3) of the Code and the Regulations, to
further the tax exempt purposes of the Corporation under Section 501(c)(3) of the Code, including,
without limitation, to use and apply the whole or any part of the principal and income therefrom
for such purposes either directly or by contributions to other organizations that qualify as tax
exempt organizations pursuant to Section 501(c)(3) of the Code. The specific tax exempt purposes
of the Corporation, which the Company adopts in whole as the Company’s specific tax exempt
purposes, are the promotion of the arts and education related to the arts, exposure of the community
to performing arts, including without limitation, music, theater, comedy, and speakers, elevation
of the City of Hopewell as a cultural and entertainment venue, increase the public engagement
with and enjoyment of the arts, and maintenance and promotion of the architectural beauty of the
Beacon Theatre. The tax exempt purposes take precedence over any other purpose, including
without limitation, the profit maximization of the Company. Subject to the restrictions of this
Agreement, the Company may engage in any lawful business in which limited liability companies
may engage. The Company and the Members intend for the Corporation’s membership in,
management of, and Membership Interest in the Company to further the Corporation’s tax exempt
purposes and not jeopardize the Corporation’s Tax Exempt Status. This Agreement shall be
interpreted and applied in accordance with such intentions.
2.6
Tax Exemption of the Corporation. The Company is organized and shall operate so
that the Corporation as a Member qualifies at all times as an organization (a) exempt from federal
income tax under Section 501(c)(3) of the Code and (b) to which deductible contributions may be
made pursuant to Sections 170, 2055 or 2522 of the Code. Notwithstanding any other provision of
this Agreement, the Corporation shall have the power to dissolve the Company if the Company
fails to operate in accord with the Corporation’s tax exempt purposes pursuant to Section 501(c)(3)
of the Code. The Corporation may exercise its dissolution power, if it so chooses, by providing
sixty (60) days written notice to the Company. The dissolution may be avoided if the Company
cures its failure to operate in accord with the Corporation’s tax exempt purposes pursuant to
Section 501(c)(3) of the Code within such 60-day period.
2.7
Tax Exempt Operations. The Company is not organized and shall not be operated
for pecuniary gain or profit. It is intended that the Company will qualify the Corporation at all
times as an organization exempt from federal income tax under Section 501(c)(3) of the Code and
that the Corporation will qualify at all times as an organization to which deductible contributions
may be made pursuant to Sections 170, 2055, or 2522 of the Code; therefore, notwithstanding any
other provision in this Agreement, the Company shall never be authorized to engage in any activity
except in furtherance of the purposes for which the Company is organized. The Company shall be
constrained as follows: (i) The Company shall not participate in, or intervene in (including the
publishing or distributing of statements), any political campaign on behalf of (or in opposition to)
any candidate for public office; (ii) No substantial part of the activities of the Company shall
consist of carrying on propaganda, or otherwise attempting, to influence legislation (except as and
to the extent permitted by the provisions of the Code and Regulations for organizations exempt
6

from federal income taxes pursuant to Section 501(c)(3) of the Code and Regulations); (iii) No
dividends shall be paid, no distributions shall be made, and no part of the net earnings of the
Company shall inure to the benefit of any member, organizer, trustee, director, manager, or officer
of the Company or any private individual or Person within the meaning of Section 501(c)(3) of the
Code, except that (y) reasonable compensation may be paid for services rendered to or for the
Company in furtherance of one or more of the Company’s purposes and (z) dividends and
distributions may be made and net earnings of the Company may inure to the benefit of the
Company's Members if each such Member has a Tax Exempt Status pursuant to Section 3.3 of this
Agreement and such dividends, distributions, and net earnings are exclusively for such Member’s
tax exempt purposes under Section 501(c)(3) of the Code. No member, organizer, trustee, director,
manager, officer, or private individual or Person shall be entitled to share in the distribution of any
Company assets upon its dissolution, except that such distribution is permissible to each Member
if the Member has a Tax Exempt Status pursuant to Section 3.3 of this Agreement and such
distribution is exclusively for such Member's tax exempt purposes under Section 501(c)(3) of the
Code.
2.8
Restrictions on Activities. Notwithstanding any other provisions of this Agreement,
the Company shall not carry on any other activities not permitted to be carried on by a limited
liability company that (a) is exempt from federal income tax under Section 501(c)(3) of the Code
and (b) receives contributions that are deductible under Sections 170, 2055, or 2522 of the Code.
The Company shall not merge with nor convert into a for-profit entity, association, or organization.
The Company's Members with Tax Exempt Status shall expeditiously and vigorously enforce all
of their rights in the Company and shall pursue all legal and equitable remedies to protect their
interests in the Company.
2.9
Powers. Subject to this Agreement, the Company shall have all powers necessary,
appropriate, or incidental to the accomplishment of its purposes and all other powers conferred
upon a limited liability company pursuant to the Act.
ARTICLE III
MEMBERS INTERESTS AND CAPITAL CONTRIBUTIONS
3.1
Members and Interests. Each Member’s name, address, Capital Contribution, and
Membership Interest is as set forth in Exhibit A, attached hereto and made a part hereof. Exhibit
A shall be amended from time to time to reflect Persons subsequently admitted as Members in
accordance with this Agreement, if any, and their respective Membership Interest, and to reflect
any other changes in the Company’s membership and Capital Contributions.
3.2

Capital Account.

a.
A separate Capital Account shall be maintained for each Member and
adjusted and maintained in accordance with Regulation § 1.704-1(b)(2)(iv).
b.
If any Membership Interest is transferred pursuant to the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the
Capital Account is attributable to the transferred Membership Interest.

7

c.
Except as may otherwise be provided in this Agreement: (i) no Member
shall be entitled to interest on his Capital Account or his Capital Contributions to the Company;
and (ii) no Member shall have the right to demand or to receive the return of all or any part of his
Capital Account or of his Capital Contributions to the Company.
d.
Upon the (i) acquisition of an additional Membership Interest in the
Company by a new or existing Member in consideration for more than a de minimis Capital
Contribution, (ii) the distribution by the Company to a Member of more than a de minimis amount
of property (other than cash) as consideration for all or a part of such Member's Membership
Interest, or (iii) the liquidation of the Company within the meaning of Regulation § 1.7041(b)(2)(ii)(g), the assets of the Company may be revalued on the books of the Company to reflect
the fair market value of such assets at the time of the occurrence of such event and upon such
revaluation, the Capital Accounts of the Members shall be adjusted in the manner required by
Regulation §§ 1.704-1(b)(2)(iv)(f) and (g). The determination to revalue the assets of the Company
and the adjustment of the Capital Account shall be made by the Manager.
3.3
Member's Tax Exempt Status. Each of the Company's Members shall be (i) an
organization described in Section 501(c)(3) of the Code and exempt from taxation under Section
501(a) of the Code or (ii) a governmental unit described in Section 170(c)(1) of the Code (or
wholly-owned instrumentality of such a governmental unit) (“Tax Exempt Status”). In the event
that a Member shall cease to have a Tax Exempt Status, then such Member shall not receive any
distributions from the Company until such time as such Member regains recognition of its Tax
Exempt Status, excluding the Corporation from the Effective Date until the Corporation receives
a final determination from the IRS on its application for tax exemption pursuant to Form 1023,
Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code,
(the “Tax Exemption Application Period”). During the Tax Exemption Application Period, the
Corporation shall be a Member with rights to distributions, if any, in accordance with this
Agreement.
ARTICLE IV
MANAGEMENT
4.1
In General. The Members shall not be entitled to participate in the day-to-day
affairs and management of the Company, but instead, the Members’ right to vote or otherwise
participate with respect to matters relating to the Company shall be limited to those matters as to
which the express terms of the Articles or this Agreement vest in the Members the right to so vote
or otherwise participate.
4.2

Actions Requiring Approval of Members.

a. Any action requiring the approval of the Members pursuant to this Agreement
may be approved by the vote or written consent of such Members holding the requisite
Membership Interests pursuant to the terms of this Agreement. If no percentage of the Membership
Interests is provided in this Agreement for approval of the action by the Members, then a
Unanimous Vote shall be required for such action by the Members.
b. The approval by Unanimous Vote shall be required in order for any of the
8

following actions to be taken on behalf of the Company or with regards to the Company:
(i)

Electing or removing Manager(s) as provided in Article V hereof;

(ii)
Approving of any Transfer (as defined herein) of any Membership
Interest, or portion thereof;
(iii)
Approving the admission of any Person as a new Member to the
Company, except as permitted pursuant to this Agreement;
(iv) Approving the sale, exchange, distribution, or other disposition of all or
substantially all of the assets of the Company or any real property of the Company or spin-off of
all or a portion of the assets of the Company or any real property of the Company;
(v)
Dissolving, winding up, terminating, or liquidating the Company;
provided that the Corporation shall have the power to unilaterally dissolve the Company
pursuant to Section 2.6;
(vi) Approving the merger of the Company into another entity or the
merger of another entity into the Company;
(vii)
Amending this Agreement; provided that the Manager may amend
Exhibit A as applicable pursuant to Section 3.1 and in accordance with this Agreement without the
consent of the Members;
(viii)

Amending the Articles; and

(ix)

Any other action requiring approval by Unanimous Vote under this

Agreement.
4.3
Action by Members. In exercising their rights as provided above, the Members
shall act collectively through meetings and/or written consents as provided in this Article.
4.4
Meetings. Meetings of the Members, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Manager, shall be called by the Manager at the request
of any Member, and may be called by any Member only in the event that there is a vacancy of the
Manager(s) and no other Person continues to serve as a Manager.
4.5
Place of Meeting. The place of any meeting of the Members shall be the principal
office of the Company, unless another place, either within or outside the Commonwealth of
Virginia, including solely via conference telephone or other communications equipment, such as
video conferencing, is designated by the Manager.
4.6
Notice of Meetings. Written notice stating the place, day and hour of any meeting
of the Members and the purpose or purposes for which the meeting is called, shall be delivered a
reasonable time before the date of the meeting, either personally or by mail or electronic mail, by

9

or at the direction of the Manager, to each Member, unless the Act or the Articles require different
notice.
4.7
Conduct of Meetings. All meetings of the Members shall be presided over by a
chairperson of the meeting, who shall be a natural person designated by the Manager. The
chairperson of any meeting of the Members shall determine the order of business and the procedure
at the meeting, including regulation of the manner of voting and the conduct of discussion, and
shall appoint a secretary of such meeting to take minutes thereof. A quorum of any meeting of the
Members shall require the presence, whether in person or by proxy, of the Members sufficient for
a Unanimous Vote.
4.8
Participation by Telephone or Similar Communications. Members may participate
and hold a meeting by means of conference telephone or similar communications equipment, such
as video conferencing, by means of which all Members participating can hear and be heard, and
such participation shall constitute attendance and presence in person at such meeting.
4.9
Waiver of Notice. When any notice of a meeting of the Members is required to be
given, a waiver thereof in writing signed by a Member entitled to such notice, whether given
before, at, or after the time of the meeting as stated in such notice, shall be equivalent to the proper
giving of such notice to such Member. Attendance of a Member at any meeting shall constitute a
waiver of notice of such meeting, except where a Member attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting is not
lawfully called or convened.
4.10 Membership Interests; Voting. On any matter that is to be voted on, consented to,
or approved by the Members with or without a meeting, each Member shall have voting power
equal to such Member's Membership Interests. There are no non-voting Membership Interest
classes.
4.11 Action by Written Consent. Any action required or permitted to be taken at a
meeting of Members may be taken without a meeting if one or more written consents to such action
are signed by the Members who are entitled to vote on the matter set forth in the consents. Only
the signature of those Members needed to approve any action having not less than the minimum
number of votes of Membership Interests that would be necessary to authorize or take such action
at a meeting must be obtained in any such written consent(s). A consent transmitted by a Member
by electronic transmission shall be deemed to be signed for the purposes of this Section. Such
consent or consents shall be filed with the minutes of the meetings of the Members. Action taken
under this Section shall be effective when the requisite Members have signed the consent or
consents, unless the consent or consents specify a different effective date.
ARTICLE V
MANAGER
5.1
Powers of Manager. Except as expressly provided otherwise in the Articles or this
Agreement, the powers of the Company shall be exercised by or under the authority of, and the
business and affairs of the Company shall be managed by, one Manager. The Manager shall have
full charge of the management, conduct, and operation of the Company’s business and shall take
10

all action required of the Company hereunder in accordance with the terms and conditions of this
Agreement. In connection with the foregoing, the Manager shall have all of the rights and powers
as are consistent with the furtherance of Company purposes and necessary or appropriate for the
conduct of the Company’s business. Except as specifically limited in Sections 4.1 and 4.2, the
powers so exercised by the Manager shall include but not be limited to the following:
a.
to enter into, make, and perform contracts, agreements, and other
undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance
of the purposes of the Company;
b.
to open and maintain bank accounts, investment accounts, and other
arrangements, draw checks and other orders for the payment of money, and designate individuals
with authority to sign or give instructions with respect to those accounts and arrangements.
Company funds shall not be commingled with funds from other sources and shall be used solely
for the business of the Company;
c.

to collect funds due to the Company;

d.
to acquire, utilize for the Company’s purposes, maintain, and dispose of any
assets of the Company;
e.
to incur and pay all costs, expenses, and expenditures, including payments
and reimbursements to affiliates of the Members or distributions to Members in accordance with
this Agreement, incurred in good faith in the course of the conduct of the Company business;
f.
to finance the operation of the Company’s business by causing it to borrow
funds upon such terms and conditions as the Manager deems proper, which financing may be
secured by one or more security interests on the property or assets of the Company, to take any
and all actions and to execute, acknowledge, and deliver all documents in connection therewith;
provided, however, that the Manager shall have no right or power to create or impose personal
liability on any Member for any of the Company’s obligations without the express written consent
of such Member;
g.
to employ and dismiss from employment any and all employees, agents,
independent contractors, consultants, appraisers, attorneys, and accountants, and to pay such fees,
expenses, salaries, wages, or other compensation to such person, as the Manager determines to be
reasonable;
h.

to make elections available to the Company under the Code;

i.
to acquire, purchase, or contract to purchase, or sell or contract to sell, or to
lease or hire any property, real or personal, and interests in general and limited partnerships, limited
liability companies, and other entities, and to pay the purchase price or make the capital
contribution required therefor, for any purposes connected with the Company’s business;
j.
to pay, extend, renew, modify, submit to arbitration, prosecute, defend, or
compromise, upon such terms as the Manager deems proper and upon any evidence as the Manager
11

may deem sufficient, any obligation, suit, liability, cause of action, or claim, either in favor of or
against the Company;
k.
to pay or cause to be paid any and all taxes, charges, or assessments that
may be levied, assessed, or imposed on any of the property or assets of the Company; and
l.
to execute, acknowledge, and deliver any and all instruments to effectuate
any and all of the foregoing and as may be in furtherance of the Company’s purposes and necessary
and appropriate to the conduct of its business.
5.2
Appointment of Manager.
The Members hereby unanimously elect the
Corporation as the Manager of the Company.
5.3
Election, Etc. of Manager. Each Person appointed as Manager by the Members or
pursuant to Section 5.2 shall continue to serve as Manager until such Person resigns, experiences
an event of Involuntary Withdrawal, or his successor is duly elected by the Members and qualifies
as such. The Members can elect any Person to serve as Manager at any meeting of the Members,
including the appointment of any Person to fill a vacancy of the Manager. Any Manager may be
removed as such by Unanimous Vote of the Members with or without cause.
5.4
Action by Manager. Unless otherwise expressly provided by the Act, the Articles,
or the terms of this Agreement, so long as the Corporation is a Member of the Company, the
Corporation shall be the sole Manager of the Company. As the sole Manager, the Corporation shall
have full power and authority to take any lawful action on behalf of the Company that the Manager
is authorized to take pursuant to the Act, the Articles, and this Agreement.
5.5
Execution of Documents and Other Actions. The Manager shall have the authority
to execute any documents or take any other actions deemed necessary or desirable in furtherance
of any action authorized on behalf of the Company as provided in Section 5.4 hereof.
5.6
Officers. The Manager may appoint one or more individuals as officers of the
Company (the “Officers”) as the Manager deems necessary or desirable to carry on the business
of the Company and may delegate to such Officers such power and authority as the Manager deems
advisable. Any individual may hold two or more offices of the Company. Each Officer shall hold
office until his or her successor is designated by the Manager or until his earlier death, incapacity,
resignation, or removal. Any Officer may resign at any time upon written notice to the Company.
Any Officer may be removed by the Manager or a Unanimous Vote of the Members at any time,
with or without cause. A vacancy in any office occurring because of death, resignation, incapacity,
removal, or otherwise may, but need not, be filled by the Manager.
5.7
Duties of the Manager and Officers. Each Manager and Officer shall perform their
duties in accordance with their good faith business judgment of the best interests of the Company
and its Members, and with such care as an ordinarily prudent person in a like position would use
under similar circumstances. Each Manager and Officer owes the same fiduciary duties to the
Company and its Members as a director owes to its corporation and shareholders pursuant to the
Virginia Stock Corporation Act of 1950, as amended (“Corporation Act”), and Applicable Law.
Each Manager and Officer may rely in good faith upon the records required to be maintained under
12

Section 9.4 and upon such information, opinions, reports, or statements by any other Person as to
matters the Manager or Officer reasonably believes are within such Person’s professional or expert
competence, including information, opinions, reports, or statements as to the value and amount of
the assets, liabilities, Profits, or Losses of the Company.
ARTICLE VI
MEMBERS AND DUTIES
6.1
Members. The Members of the Company as of the Effective Date are the City and
the Corporation. Other Persons may become Members only pursuant to the provisions of this
Agreement.
6.2
Conflict of Interest. A Member or a Manager does not violate a duty or obligation
to the Company merely because his conduct furthers his own interest. A Member may lend money
to and transact other business with the Company. The rights and obligations of a Member who
lends money to or transacts business with the Company are the same as those of a person who is
not a Member, subject to other applicable law. No transaction with the Company shall be voidable
solely because a Member has a direct or indirect interest in the transaction if either the transaction
is fair to the Company, or the disinterested Members, knowing the material facts of the transaction
and the nature of the interest, authorize, approve, or ratify the transaction.
ARTICLE VII
ALLOCATIONS OF PROFIT AND LOSS: TAX ITEMS
7.1
Allocations of Profit and Loss. For each taxable year (or portion thereof) after
giving effect to any special and Regulatory Allocations required herein or as required by the Code
or Regulations, the Profits and Losses (and, to the extent necessary as determined by the Manager,
individual items of income, gain, loss, or deduction) shall be allocated among the Members pro
rata in accordance with their Membership Interests.
7.2
Regulatory Allocations. Notwithstanding the provisions of Section 7.1, the
following regulatory allocations of this Section (“Regulatory Allocations”) shall be made:
a. Partnership Minimum Gain. If in any taxable year there is net decrease in the
“partnership minimum gain” (as determined in accordance with Regulation § 1.704-2(d)), then,
prior to any other allocations pursuant to this Article, there shall be specially allocated to each
Member items of income and gain for that taxable year and succeeding taxable years (if necessary)
equal to that Member’s share of the net decrease in partnership minimum gain (as determined in
accordance with Regulation § 1.704-2(g)). The items to be so allocated shall be determined in
accordance with Regulation §§ 1.704-2(f)(6) and 1.704-2(j)(2). The foregoing is intended to
comply with the “minimum gain chargeback” requirements as described in Regulation § 1.7042(f) and shall be interpreted and applied in accordance therewith.
b. Partner Nonrecourse Debt Minimum Gain. Except as otherwise provided in
Regulation § 1.704-2(i)(4), if during any taxable year there is a net decrease in “partner
nonrecourse debt minimum gain” (as determined in accordance with Regulation § 1.704-2(i)(3))
then, in addition to any amounts allocated pursuant to the preceding paragraph, any Member with
13

a share of partner nonrecourse debt minimum gain (as determined in accordance with Regulation
§ 1.704-2(i)(5)), shall be specially allocated items of income and gain for that taxable year and for
succeeding taxable years (if necessary) equal to that Member’s share of the net decrease in partner
nonrecourse debt minimum gain. The items to be so allocated shall be determined in accordance
with Regulation §§ 1.704-2(i)(4) and 1.704-2(j)(2). The foregoing is intended to comply with the
“partner nonrecourse debt minimum gain chargeback” requirements as described in Regulation §
1.704-2(i)(4) and shall be interpreted and applied in accordance therewith.
c. Nonrecourse Deductions. Beginning in the first taxable year in which there are
allocations of “nonrecourse deductions” (as defined in Regulation § 1.704-2(b)) and thereafter
throughout the full term of the Company, such nonrecourse deductions shall be allocated to the
Members in accordance with their Membership Interests; provided that to the extent that losses,
deductions, or expenditures of the Company are attributable to a particular “partner nonrecourse
debt”, such losses, deductions, and expenditures shall be allocated to the Member bearing the
economic risk of loss for the liability in accordance with Regulation §§ 1.704-2(i) and 1.752-2.
d. Qualified Income Offset. If a Member unexpectedly receives an adjustment,
allocation, or distribution described in Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5), or (6), thereby
creating an unexpected Adjusted Capital Account Deficit for such Member as of the end of the
taxable year, such Member shall be specially allocated items of income and gain in an amount and
manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible
provided that an allocation pursuant to this paragraph shall be made only if and to the extent the
Member would have an Adjusted Capital Account Deficit after making all other allocations
provided in this Article as if this paragraph was not in effect. This provision is to comply with the
“qualified income offset” requirement of Regulation § 1.704-1(b)(2) and shall be interpreted and
applied in accordance therewith.
e. Section 754 Adjustments. To the extent that an adjustment to the tax basis of
any Company asset pursuant to Code §§ 734(b) or 743(b) is required to be taken into account in
determining Capital Accounts, pursuant to Regulation § 1.704-1(b)(2)(iv)(m), the amount of the
adjustment shall be treated as an item of gain or loss, as appropriate, and the gain or loss shall be
specially allocated to Members in a manner consistent with the manner in which their Capital
Accounts are required to be adjusted under that Regulation.
7.3
Restorative Allocations. The Regulatory Allocations are intended to comply with
certain requirements of the Regulations issued under Code § 704(b) and shall be interpreted and
applied as such. To the extent any Company items have been allocated to any Members pursuant
to the Regulatory Allocations or this Article, thereby causing an unintended distortion among the
Member’s Capital Account balances, offsetting special allocations in the current taxable year
and/or subsequent taxable years shall be made to those Members or to other Members sufficient
to restore the net effect of all allocations to the intended Capital Account balances as if all
Company items had been allocated pursuant to Section 7.1 to the extent permitted by the Code and
Regulations. It is the intent of the Members that each Member’s allocable share of income, gains,
losses, deductions, or credits (or items thereof) shall be allocated in accordance with Sections 7.1
and 7.2 to the fullest extent permitted by Sections 704(b) and 704(c) of the Code. In order to
preserve and protect the allocations provided for in Sections 7.1 and 7.2, without adversely
affecting the amounts distributable upon termination of the Company, the Manager, with the
14

review of the Company’s accountants or tax advisors, is authorized and directed, in its reasonable
judgment, to allocate income, gains, losses, deductions, or credits (or items thereof) arising in any
year differently than otherwise provided for in Sections 7.1 and 7.2 if, and to the extent that, the
allocations otherwise provided under Sections 7.1 and 7.2 would not be permissible under Code
Sections 704(b) and/or 704(c).
7.4

Tax Allocations.

a. Subject to Sections 7.4b. through 7.4d., all income, gains, losses, and
deductions (or items thereof, as necessary) of the Company shall be allocated, for federal, state,
and local income tax purposes, among the Members in accordance with the allocation of such
income, gains, losses, and deductions pursuant to Sections 7.1 through 7.3 except that if any such
allocation for tax purposes is not permitted by the Code or other applicable law, the Company’s
subsequent income, gains, losses, and deductions shall be allocated among the Members for tax
purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly
as possible the allocation set forth in Sections 7.1 through 7.3.
b. Items of Company taxable income, gain, loss, and deduction with respect to any
property contributed to the capital of the Company shall be allocated among the Members in
accordance with Code § 704(c) and allocation method elected by the Manager consistent with the
purpose of Code § 704(c) pursuant to Regulation § 1.704-3, so as to take account of any variation
between the adjusted basis of such property to the Company for federal income tax purposes and
its book value.
c. In the event that the book value of an item of Company property differs from
its adjusted tax basis, taxable income, gain, loss, and deduction, including allocations of
depreciation, amortization, and depletion with respect to such property shall be made solely for
federal and state income tax purposes (and not for Capital Account purposes) in a manner that
takes into account the variation between book value and adjusted tax basis in accordance with
Code § 704(c) and Regulation §§ 1.704-3, 1.704-1(b)(2)(iv)(f), and 1.704-1(b)(4)(i), as
appropriate.
d. Allocations of tax credits, tax credit recapture, and any items related thereto
shall be allocated to the Members according to their interests in such items as determined by the
Manager taking into account the principles of Regulation § 1.704-1(b)(4)(ii).
e. Allocations pursuant to this Section 7.4 are solely for purposes of federal, state,
and local taxes and shall not affect, or in any way be taken into account in computing, any
Member’s Capital Account or share of Profit, Loss, distributions, or other items pursuant to any
provisions of this Agreement.
7.5
Single Member Company. At any time that there is only one (1) Member, the
Company shall be a single member limited liability company and shall be a disregarded entity for
federal tax purposes. During any such time, excluding Section 9.7, all provisions contained within
this Agreement relating to partnership tax rules shall not apply.

15

ARTICLE VIII
DISTRIBUTIONS
8.1
Distribution of Net Cash Flow. Except as otherwise provided in this Agreement or
agreed upon by the Members, all or part of the Net Cash Flow, if any, may be distributed to the
Members at such times and in such amounts as the Manager may determine pro rata, in accordance
with and proportion to Membership Interests of the Members; provided that the Members shall
have a Tax Exempt Status pursuant to Section 3.3 and the distributions are used exclusively for
the tax exempt purposes of such Member.
8.2
Liquidation and Dissolution. Liquidating distributions shall be made as provided
in Article XII.
ARTICLE IX
ACCOUNTING; RECORDS; ELECTIONS; TAX ITEMS
9.1
Fiscal Year. The fiscal year and taxable year of the Company shall be the calendar
year, unless the Company is required or elects to have a taxable year other than the calendar year,
in which case fiscal year shall be the period that conforms to its taxable year.
9.2
Method of Accounting. The Company’s books of account shall be maintained, and
its Profits, Losses, income, gains, losses, deductions, and credits shall be determined and accounted
for, in accordance with such method of accounting as may be adopted by the Manager for federal
income tax purposes.
9.3
Financial Statements; Tax Return. Within a reasonable period of time after the
close of each taxable year of the Company, the Company shall have its federal income tax return
and Schedules K-1 for all Members prepared and distributed.
9.4
Records. The Company shall maintain at its principal office all records required by
law to be maintained, including a copy of this Agreement and all amendments thereto, the Articles
and all amendments thereto, and the Company’s federal, state, and local income tax returns,
reports, and accompanying or supporting documentation for the most recent six (6) years.
9.5
Location of and Access to Books and Records. The Company’s books of account
shall be kept at the principal office of the Company, or at such other place as the Manager shall
reasonably determine. The Company books shall be open to examination and copying by any
Member or the authorized representative(s) of any Member, at the expense of such Member and
at any reasonable time, provided that the Member shall notify the Company at least three (3)
Business Days prior to such inspection.
9.6
Tax Elections. The Manager shall have the authority to make any Company
elections permitted under the Code for federal income tax purposes.
9.7

Partnership Representative.

16

a. Appointment; Resignation. The Manager shall have the power to appoint the
“partnership representative” as provided in Code § 6223(a) and the Regulations issued thereunder
of the Company (“Partnership Representative”), being a part of the Bipartisan Budget Act of 2015
(the “BBA”). The Partnership Representative can be removed at any time by the Manager. In the
event of the resignation or removal of the Partnership Representative, the successor Partnership
Representative shall be appointed by the Manager. If the resignation or removal of the Partnership
Representative occurs prior to the effectiveness of the resignation or removal under applicable
Regulations or other administrative guidance, the Partnership Representative that has resigned or
been removed shall not take any actions in its capacity as Partnership Representative except as
directed by the Manager. It is the Company's intent that the designation of a Partnership
Representative for the Company for any period of time shall be the obligation of the Manager and
not be the obligation of the IRS. The Partnership Representative shall comply with all requirements
of the Code to be a Partnership Representative as provided therein and the Regulations issued
thereunder, including, without limitation, that the Partnership Representative shall maintain a
substantial presence in the United States. The designation as the Partnership Representative shall
be separately effective for each taxable year of the Company until the Partnership Representative
is replaced. The appointed Partnership Representative shall notify the IRS of the appointment as
the Company's Partnership Representative upon appointment in accordance with the applicable
Code, Regulations, and IRS guidance. The Partnership Representative shall receive no wages,
payments, compensation, or benefits from the Company for his services to the Company as the
Partnership Representative.
b. Tax Examinations and Audits. The Partnership Representative is authorized,
empowered, and required to represent the Company (at the Company's expense) in connection
with all examinations of the Company's affairs by any federal, state, local, or foreign taxing
authority, including resulting administrative and judicial proceedings, and to expend Company
funds for professional services and costs associated therewith. The Partnership Representative
shall promptly notify the Members and Manager if any tax return of the Company is audited and
upon the receipt of a notice of final partnership administrative adjustment or final partnership
adjustment. Without the consent of the Manager, the Partnership Representative shall not extend
the statute of limitations, file a request for administrative adjustment, file suit relating to any
Company tax refund or deficiency, or enter into any settlement agreement relating to items of
income, gain, loss, or deduction of the Company with any federal, state, local, or foreign taxing
authority.
c. BBA Elections. To the extent permitted by the Code and Regulations, the
Members agree that the Manager on behalf of the Company will annually elect out of the
partnership audit procedures set forth in Subchapter C of Chapter 63 of the Code as amended by
the BBA (“BBA Procedures”) pursuant to Code § 6221(b). The Manager is authorized to make the
disclosure required under Code § 6221(b)(1)(D)(ii) and the Members hereby agree to provide their
names and taxpayer identification numbers to the Manager for this purpose. For any year in which
Code and Regulations do not permit the Company to elect out of the BBA Procedures, the
Partnership Representative shall promptly notify the Members and the Manager of the receipt of a
notice of final partnership adjustment and shall take such actions as directed by the Manager,
including whether to (i) file a petition for readjustment in the Tax Court, federal district court, or
17

the Court of Federal Claims, (ii) cause the Company to pay the imputed underpayment under Code
§ 6225, or (iii) make the election under Code § 6226. If the Manager directs the Partnership
Representative to cause the Company to pay the imputed underpayment under Code § 6225, the
Members shall take such actions as reasonably requested by the Manager, including filing
amended tax returns and paying any tax due, including interest and penalties, under Code §
6225(c)(2)(A) or paying any tax due, including interest and penalties, and providing applicable
information to the IRS under Code § 6225(c)(2)(B), and the Company shall use commercially
reasonable efforts to make any modifications available under Code §§ 6225(c)(3) through (6). Any
such payment made by a Member shall not be treated as a Capital Contribution.
d. Tax Returns and Tax Deficiencies. Each Member agrees that such Member
shall not treat any Company item inconsistently on such Member's federal, state, foreign, or other
income tax return with the treatment of the item on the Company's return. Any deficiency for taxes
imposed on any Member or former Member (including penalties, additions to tax, or interest
imposed with respect to such taxes and taxes imposed pursuant to Code § 6226) shall be paid by
such Member or former Member and if required to be paid (and actually paid) by the Company,
will be recoverable from such Member or former Member, notwithstanding any other provision
herein.
e. Indemnification of Partnership Representative. In the performance of the
Partnership Representative's responsibilities and duties, the Partnership Representative (1) shall
not engage in self-dealing and (2) shall exercise reasonable business judgment. The relationship
of the Partnership Representative to the Company and the Members shall be that of a fiduciary,
and the Partnership Representative shall have a fiduciary obligation to perform its duties in such
manner as will serve the best interests of the Company and the Members. To the extent of available
funds, the Company shall indemnify the Partnership Representative against judgments, fines,
amounts paid in settlement and expenses (including attorneys’ fees) reasonably incurred by the
Partnership Representative in its capacity as the Partnership Representative, and not its capacity
as a Member, a former Member, a Manager, or a former Manager in connection with any audit or
administrative or judicial proceeding in which the Partnership Representative is involved solely
by reason of being the Partnership Representative of the Company, provided that the same were
not the result of negligence, misconduct, fraud, breach of fiduciary duty, or breach of this
Agreement on the part of the Partnership Representative and were the result of a course of conduct
which the Partnership Representative, in good faith, reasonably believed to be in the best interests
of the Company and the Members and within the scope of its authority under this Section 9.7.
f. Liability of Members to Pay Income Taxes. If the Company’s imputed
underpayment is not allocated out pursuant to Code § 6226, the Partnership Representative shall
equitably apportion any imputed underpayment among the Members (including former Members)
based on their interests in the Company for the year giving rise to the imputed underpayment. The
Partnership Representative shall seek payment from the Members (and former Members) for the
amount of the imputed underpayment attributable to that Member or former Member, and each
such Member and former Member agrees to pay such amount to the Company. The foregoing
sentence shall be defined herein as the “Member's Individual Tax Liability”. The obligations set
forth in this Section will survive such Member's ceasing to be a Member in the Company or the
18

termination, dissolution, liquidation, and winding up of the Company. Any payment on the
Member's Individual Tax Liability made by a Member shall not be treated as a Capital
Contribution. Any imputed underpayment amount paid by the Company on behalf of a Member
and not reimbursed by that Member shall be treated as a distribution to such Member. Any and all
amounts that may be owed by the Company to a Member who has failed to pay in full all the
Member's Individual Tax Liability may be withheld by the Company for the purpose of making
payments of the Member's Individual Tax Liability that becomes or may become a liability of the
Company.
g. Member Cooperation. Each Member shall provide such cooperation and
assistance, including executing and filing forms or other statements, as is reasonably requested by
the Manager or Partnership Representative, as applicable, to satisfy any applicable tax reporting
or compliance requirements, to make any tax election, to qualify for any tax benefit, or to be
relieved of a liability for any tax. The obligations set forth in this Section will survive such
Member's ceasing to be a Member in the Company or the termination, dissolution, liquidation, and
winding up of the Company.
ARTICLE X
ASSIGNMENT OF INTERESTS; ADMISSION; WITHDRAWAL
10.1 Generally. No Member shall have the right to assign, transfer, give, exchange,
pledge, hypothecate, subject to a security interest, sell, or otherwise transfer or encumber
(“Transfer”) all or any part of, or rights or interest in, such Member’s Membership Interest in the
Company or to make any other disposition of all or any portion of such Membership Interest to
any Person, including the Company, unless (a) such Transfer is approved by Unanimous Vote of
the Members and (b) the Transferee is admitted as a Member by Unanimous Vote of the Members.
“Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively.
10.2 Absolute Prohibition. Notwithstanding any other provision in this Article X, each
Member agrees that it will not Transfer all or any portion of its Membership Interest, or constituent
part thereof, in the Company, and the Company agrees that it shall not issue any Membership
Interests, or constituent part thereof if, as a result thereof, (a) the Company would be terminated
for federal income tax purposes in the opinion of counsel for the Company or (b) such action would
result in a violation of federal or state securities laws in the opinion of counsel for the Company.
10.3 Admission as a Member. No Person, other than the current Members as of the
Effective Date, who are the City and the Corporation, who acquires a Membership Interest shall
be admitted as a Member of the Company, except upon the Unanimous Vote of the Members. Any
Transfer of a Membership Interest pursuant to this Agreement shall be require (a) the Unanimous
Vote of the Members to approve (i) the Transfer and (ii) the admission of the Transferee as a
Member and (b) the Transferee’s written agreement to adhere to and be bound by the terms of this
Agreement. Any issuance of a Membership Interest by the Company pursuant to this Agreement
shall be require (a) the Unanimous Vote of the Members to approve (i) the issuance to a Person
and (ii) the admission of such Person as a Member and (b) such Person’s written agreement to
adhere to and be bound by the terms of this Agreement. The admission of the Transferee or

19

recipient of an issuance as a Member and completion of the Transfer or issuance shall occur on
the fulfillment of all of the applicable requirements of this Section 10.3.
10.4 Effect of Prohibited Action. Any Transfer or other action in violation of this
Agreement shall be void ab initio and of no force or effect whatsoever. The Economic Interest of
a Membership Interest shall only be transferable upon the transfer of the corresponding portion of
the Membership Interest. For clarity, the Economic Interest cannot be separated from its
Membership Interest. A Member cannot dissociate from the Company as a Member of the
Company and retain an Economic Interest.
10.5 Rights of a Transferee. Each Transferee of a Membership Interest agrees to be fully
bound by this Agreement.
ARTICLE XI
NO PERSONAL LIABILITY AND INDEMNIFICATION
11.1 No Personal Liability: Members. Except as otherwise provided in the Act or by
Applicable Law, no Member will be obligated personally for any debt, obligation, or liability of
Company or other Members, whether arising in contract, tort, or otherwise, solely by reason of
being a Member.
11.2 No Personal Liability: Managers. Except as otherwise provided in the Act or by
Applicable Law, no Manager will be obligated personally for any debt, obligation, or liability of
Company or other Members, whether arising in contract, tort, or otherwise, solely by reason of
being a Manager.
11.3 No Personal Liability: Members; Manager. Except as otherwise provided in the
Act, by Applicable Law, or expressly in this Agreement, each Member and Manager and each of
their respective affiliates, agents, and employees shall not be liable, responsible, or accountable in
damages or otherwise to the Company or any of the Members, Manager, or their successors or
assigns for any error of judgment, any mistake of fact or of law, or any other act or thing that it
may do or refrain from doing in connection with the business and affairs of the Company or any
acts performed or omitted within the scope of its authority as a Member or Manager, or otherwise
conferred on the Members, Manager, and such affiliates, agents, and employees by this
Agreement, provided that the Members, Manager, or such affiliates, agents, or employees shall act
in good faith in accordance with this Agreement and shall not be guilty of intentional misconduct
or gross negligence or breach of any provision of this Agreement or the Articles of the Company.
11.4

Indemnification.

a. To the fullest extent permitted under the Act, any Covered Person (as defined
in subsection c. below) shall be entitled to indemnification and reimbursement of reasonable
expenses from the Company for and against any loss, damage, claim, or expense (including
reasonable attorneys' fees) (collectively, “Expenses”) whatsoever incurred by the Covered Person
relating to or arising out of any act or omission or alleged acts or omissions (whether or not
constituting negligence) performed or omitted by any Covered Person on behalf of the Company;
20

provided, however, that (i) any indemnity under this Section 11.4 shall be provided out of and to
the extent of the Company assets only, and neither any Member nor any other Person shall have
any personal liability to contribute to such indemnity by the Company; (ii) such Covered Person
acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to,
the best interests of the Company and its Members and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful; and (iii) such Covered Person's
conduct did not constitute fraud, willful misconduct, gross negligence, or breach of any provision
of this Agreement or the Articles.
b. Upon receipt by the Company of a written undertaking by or on behalf of the
Covered Person to repay such amounts if it is finally judicially determined that the Covered Person
is not entitled to indemnification under this Section 11.4, the Company shall advance, to the extent
reasonably required and after approval by the Manager, each Covered Person for reasonable legal
or other expenses (as incurred) of such Covered Person in connection with investigating, preparing
to defend, or defending any claim, lawsuit, or other proceeding relating to any Expenses for which
such Covered Person may be indemnified pursuant to this Section 11.4.
c. For purposes of this Section 11.4, “Covered Person” means each Member,
Manager, and officer of the Company and such other Persons as the Manager may determine.
11.5 Relationship to Other Rights and Provisions Concerning Indemnification. The
right to indemnification conferred in this Article XI shall not be exclusive of any other right which
any Person may have or hereafter acquire under any statute, this Agreement, the Articles of the
Company, the consent of the Manager, or otherwise.
11.6 Insurance. The Company may maintain insurance, at its expense, to protect itself,
any Member or agent of the Company or other appropriate Person against any expense, liability,
or loss, whether or not the Company would have the power to indemnify such person against such
expense, liability, or loss under Virginia law.
ARTICLE XII
DISSOCIATION, DISSOLUTION, AND WINDING UP
12.1 Dissociation. The following shall constitute the sole event of dissociation of a
Member from the Company:
a.

The Transfer of a Member’s entire Membership Interest, as provided in this

Agreement.
12.2

Dissolution. The Company shall be dissolved upon the first to occur of:
a.

The Unanimous Vote of the Members to dissolve;

b.

The exercise of the Corporation’s dissolution power pursuant to Section 2.6;

or

21

c.
A judicial or administrative dissolution or a dissolution by operation of law
or as provided in the Act.
12.3

Winding Up.

a.
Upon dissolution of the Company, the affairs of the Company shall be
wound up by the Manager. Upon the winding up of the Company, the assets of the Company shall
be applied first to the payment of the outstanding Company liabilities. Additionally, an appropriate
reserve may be established in an amount determined by the Manager for any contingent liability
until such contingent liability is satisfied. The balance of such reserve, if any, shall be distributed,
together with any other cash or property remaining after payment of the outstanding company
liabilities, to the Members, who each are current Members of the Company at the time of
dissolution and have a Tax Exempt Status, in accordance with, and in proportion to, the positive
balances in their respective Capital Accounts, as determined after taking into account all Capital
Account adjustments for the taxable year during which the liquidation of the Company occurs. The
liquidating distributions, if any, shall be used exclusively for the tax exempt purposes of such
Member. Any such assets not so disposed of shall be disposed of by the Circuit Court of the City
of Hopewell, Virginia exclusively for such purposes or to such organization or organizations which
are organized and operated exclusively for the tax exempt purposes of the Company or to the City.
b.
No Member shall be obligated to restore the amount of his Adjusted Capital
Account Deficit or any negative balance in his Capital Account, if any.
ARTICLE XIII
REPRESENTATIONS AND WARRANTIES OF MEMBERS
Each of the Members hereby acknowledges, represents and warrants to the Company and
to each of the other Members that the Member acquired a Membership Interest for his own account
and for investment purposes only, and not with a view to or for the resale, distribution, or
fractionalization thereof, in whole or in part, and no other Person has a direct or indirect beneficial
interest in the Company being acquired by the Member. Each Member agrees that his Membership
Interest, or any portion thereof, shall not be sold without registration under applicable securities
laws or exemptions therefrom. Each Member further acknowledges that he must bear the
economic risk of the investment for an indefinite period of time because the Membership Interests
have not been registered under applicable securities laws and therefore cannot be sold unless they
are subsequently registered under such securities laws or an exemption from such registration is
available.
ARTICLE XIV
MISCELLANEOUS
14.1 Notices. Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and shall be deemed to
have been given: (i) when delivered if personally delivered or sent by overnight courier (such as
FedEx) or by electronic mail; or (ii) within three (3) Business Days after the date post-marked by
the United States Postal Service. Such notices shall be sent, if to the Company, to the mailing

22

address of the Company; and, if to the Members, to the address of the Members as shown in the
records of the Company.
14.2 Successors and Assigns. This Agreement, and each and every provision hereof,
shall be binding upon and shall inure to the benefit of the Members and to their respective
successors, heirs, legal representatives, assigns, and Transferees, as permitted under this
Agreement (“Permitted Successors”), and each Member agrees, on behalf of himself, and his
Permitted Successors to execute any instruments which may be necessary or appropriate to carry
out and execute the purposes and intentions of this Agreement, and hereby authorizes and directs
his Permitted Successors to execute any and all such instruments. Notwithstanding any other
provision herein, each and every Permitted Successor to any Member, whether such successor
acquires such Membership Interest by way of gift, purchase, foreclosure, Transfer, or by any other
method permitted herein, shall hold such Membership Interest subject to all of the terms and
conditions of this Agreement. It is the intention of the Members that, during the term of this
Agreement, the rights of the Members and their Permitted Successors, as among themselves, shall
be governed by the terms of this Agreement, and that the right of any Member or Permitted
Successor to assign, Transfer, sell, or otherwise dispose of or deal with his Membership Interest
in the Company shall be subject to the limitations and restrictions of this Agreement.
14.3 Amendment. No amendment of this Agreement or the Articles of Organization of
the Company shall be valid (i) except if approved or consented to by all of the Members and (ii)
unless it is consistent with the requirements of Section 501(c)(3) of the Code and the Regulations
thereunder and shall not jeopardize the Tax Exempt Status of a Member; provided that the Manager
may amend Exhibit A as applicable pursuant to Section 3.1 and in accordance with this Agreement
without the consent of the Members.
14.4 Other Instruments. The Members covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or convenient from
time to time to effectuate and carry out the letter and intent of this Agreement. This Agreement
supersedes and replaces all other previous operating agreements of the Company, including,
without limitation the Initial Operating Agreement and the Amended and Restated Operating
Agreement.
14.5 No Waiver. The failure of any Member to insist upon strict performance of any
covenant or obligation under this Agreement shall not be a waiver of such Member’s right to
demand strict compliance therewith in the future.
14.6 Integration. This Agreement constitutes the full and complete agreement of the
Members with respect to the subject matter hereof.
14.7 Captions, Etc. Titles or captions of Articles and Sections contained in this
Agreement are inserted only as a matter of convenience and for reference, and in no way define,
limit, extend, or describe the scope of this Agreement or the intent of any provision hereof.
References in this Agreement to particular Articles or Sections are references to Articles or
Sections of this Agreement unless they otherwise state.

23

14.8
Agreement.

Recitals. The recitals are hereby incorporated by reference and made a part of this

14.9 Number and Gender. Whenever the singular number is used in this Agreement and
when required by the context, the same shall include the plural, and the masculine, feminine, or
neuter gender shall include all other genders.
14.10 Counterparts. This Agreement may be executed in any number of counterparts, all
of which shall constitute for all purposes one and the same Agreement. Facsimile, handwritten,
electronic, DocuSign, or .pdf signatures on copies of this Agreement shall have the same force and
effect as originals.
14.11 Severability. In the event any provision hereof, or the application thereof to any
person or circumstance, is held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or enforceability of the provision to any other person or circumstance
or the validity or enforceability of any other provision.
14.12 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
14.13 Corporate Transparency Act. Each Member, Manager, and officer of the Company
(“Potential Beneficial Owner”) agrees to provide to the Company, within a reasonable time after
a request from the Company, all such information as may be required in order for the Company to
comply with the Corporate Transparency Act (31 U.S.C. § 5336), enacted as part of the National
Defense Authorization Act for Fiscal Year 2021, as amended, and the rules and regulations
promulgated thereunder.
[Signature Page Follows]

24

SIGNATURE PAGE FOR
SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
BEACON THEATER 2012, LLC
IN WITNESS WHEREOF, intending to be legally bound, the Members of the Company
and the Company have executed, delivered, and hereto set its hands upon this Agreement as of the
date set forth below his/her signature with the intent that this Agreement be effective on the
Effective Date.
MEMBERS:
City of Hopewell, Virginia
By:_________________________________
Printed Name:_________________________
Title:________________________________
Date:________________________________
Beacon Theater 2012 Manager, Inc.
By:_________________________________
Printed Name:_________________________
Title:________________________________
Date:________________________________
COMPANY:
Beacon Theater 2012, LLC
By: Beacon Theater 2012 Manager, Inc.,
Manager of Beacon Theater 2012, LLC
By:_________________________________
Printed Name:_________________________
Title:________________________________
Date:________________________________

25

EXHIBIT A
Name and Address of Member

Capital
Contribution

Membership Interest

BEACON THEATER 2012 MANAGER, INC.,
c/o Stefan M. Calos, Esq.
919 E Main St Fl 23, Richmond, VA, 23219
Email: [email protected]

$10

2.00% (1% original
issuance and purchased
1% from DEVELOPER
PRIVATE EQUITY
FUND 2013, LP effective
January 1, 2018)

CITY OF HOPEWELL, VIRGINIA
c/o Anthony R. Bessette, Esq.
300 N. Main Street, Suite 219
Hopewell, VA 23860
Email: [email protected]

$990

98.00% (all original
issuance)

26

Resolution No: _______________
Resolution Adopting the Beacon Theater’s Second Amended and
Restated Operating Agreement
WHEREAS, Beacon Theater 2012 Manager, Inc., doing business as the Beacon Theater, is
a corporate entity governed exclusively by its duly-appointed Board of Directors;
WHEREAS, the Board of Directors have adopted Second Amended and Restated
Operating Agreement of Beacon Theater 2012, LLC.; and
WHEREAS, the City Council of Hopewell, Virginia is in agreement about the necessity and
propriety of the amended Operating Agreement; NOW, THEREFORE,
BE IT ORDAINED, by the City Council of Hopewell, Virginia, that the Second Amended
and Restated Operating Agreement of Beacon Theater 2012, LLC., also known as the Beacon
Theater, as attached hereto, are hereby ratified and approved.
Adopted by the City Council of Hopewell, Viginia on __________________.

______________________________
Mayor Johnny Partin, Ward 3

VOTING AYE:
VOTING NAY:
ABSTAINING:
ABSENT:

Witness this signature and seal
ATTEST:

____________________________________
Sade’ Allen, City Clerk

REGULAR BUSINESS

R-1

ORDINANCE: _______________
AN ORDINANCE AMENDING THE BUDGET RESOLUTION MAKING
APPROPRIATIONS FOR THE 2026-2027 FISCAL YEAR FOR THE ALLOTMENT OF
BONUS FUNDS TO THE DEPARTMENT OF SOCIAL SERVICES
WHEREAS, the City Council of Hopewell, Virginia approved the Department of Social
Services (DSS) FY2027 on June 9, 2026, appropriating expenditures to pay for salaries;
WHEREAS, the Virginia Department of Social Services is implementing a performance- based
bonus structure designed to incentivize efficiency and accuracy in reducing Medical Assistance
Renewals backlogs;
WHEREAS, the General Assembly has appropriated a one-time bonus for full-time employees
of local departments of social services; and
WHEREAS, Va. Code § 15.2-2507 authorizes Council to amend its budget and accept
incentivized performance-based bonus payments for the employees of the Hopewell Department of
Social Services; NOW THEREFORE,
BE IT ORDAINED that Council hereby amends the DSS budget to $62,264.94 to reflect
incentivized performance-based bonus payments for full-time employees.
Adopted by the City Council of Hopewell, Virginia on _______________

___________________________________
Mayor Johnny Partin, Ward 3
VOTING AYE:
VOTING NAY:
ABSTAINING:
ABSENT:
Witness this signature and seal
ATTEST:
Sade’ Allen, Deputy City Clerk

R-2

CITY OF HOPEWELL
CITY COUNCIL ACTION FORM
Strategic Operating Plan Vision Theme:
Civic Engagement
Culture & Recreation
Economic Development
Education
Housing
Safe & Healthy Environment
None (Does not apply)

Order of Business:
Consent Agenda
Public Hearing
Presentation-Boards/Commissions
Unfinished Business
Citizen/Councilor Request
Regular Business
Reports of Council Committees

Action:
Approve and File
Take Appropriate Action
Receive & File (no motion required)
Approve Ordinance 1st Reading
Approve Ordinance 2nd Reading
Set a Public Hearing
Approve on Emergency Measure

COUNCIL AGENDA ITEM TITLE: Public Hearing (1st Reading) regarding Right-of-Way
Vacation request from 3D’s & M Management to vacate public right-of-way adjoining Parcel
#071-0097, located on S. 1st Ave., in the M-1 Limited Industrial District.
ISSUE: The City’s Right-of-Way Vacation policy allows for property owners to petition the
City Council for the vacation of adjoining public right-of-way.
RECOMMENDATION: Staff recommends a modified approval of the ROWV request.
TIMING: The public hearing is the 1st reading.
BACKGROUND: None

ENCLOSED DOCUMENTS: ROWV application, staff report
STAFF: Christopher Ward, Director of Development
FOR IN MEETING USE ONLY
MOTION:_____________________________________________________________
________________________________________________________________________
Roll Call

SUMMARY:
Y
N
□
□
Vice Mayor Rita Joyner, Ward #1
□
□
Councilor Michael Harris, Ward #2
□
□
Mayor John B. Partin, Ward #3
□
□
Councilor Ronnie Ellis, Ward #4
Rev. January 2025

Y
□
□
□

N
□
□
□

Councilor Susan Daye, Ward #5
Councilor Malik Wheat, Ward #6
Councilor Lovena Rapole., Ward #7

REQUEST FOR VACATION OF UNIMPROVED RIGHT-OFWAY ADJACENT AND INTERIOR TO PARCEL #071-0097
CITY COUNCIL PUBLIC HEARING
SEPTEMBER 22, 2026

STAFF REPORT
Staff from the Hopewell Department of Development has drafted this report to assist City
leadership with making informed decisions regarding land use cases in Hopewell.
I.

SUMMARY
The applicant, Montique Ennis of 3Ds & M Management, has submitted a request for the
City to vacate the unimproved right-of-way that is interior to Parcel #071-0097. The right-ofway is a platted undeveloped roadway. Staff recommends approval with conditions.

II.

TENTATIVE SCHEDULE OF MEETINGS

III.

BODY

DATE

TYPE

RESULT

City Council

2026

Public Hearing

Pending

City Council

Within 90 days

Vacation ordinance
adoption

Pending

IDENTIFICATION AND LOCATIONAL INFORMATION
Applicant
Existing Zoning
Requested Zoning
Acreage of requested ROW
Legal Description
Election Ward
Future Land Use
Strategic Plan Goal
Approval Method
Can Conditions be Set?
Map Location

Case #2026-0506

3Ds & M Management
M-1 Limited Industrial District
N/A
~0.45 acres / ~19,432sf
Public Right-of-way
2
Economic Development
n/a
City Council Resolution
Yes
Parcel #071-0097

ROW Vacation Request Adjacent to Parcel #071-0097

pg. 1

IV.

PUBLIC NOTIFICATION
PUBLIC HEARING
City Council

V.

NOTIFICATION TYPE

PUB. DATE

PUB. DATE

Progress-Index; adjacent prop.

9/8/2026

9/15/2026

ROLE OF CITY COUNCIL
Excerpted and paraphrased from City of Hopewell Right-of-Way Vacation Policy (October 2023)

The City’s Right-of-Way Vacation Policy (amended April 28, 2026) sets forth the
following procedure:
1. Applicant files a petition for vacation of city-owned right-of-way.
2. Staff from several departments review the petition for impacts on utilities, refuse
collection, emergency service, easements, and potential for pedestrian and
vehicular use.
3. Public hearing notice is published in the Progress-Index and adjacent property
owners are notified via USPS and sign placement at applicant property.
4. The City Council receives public comment and decides whether to approve the
vacation request.
5. If approved, applicant must submit a new plat showing the incorporation of the
vacated right-of-way into adjacent parcel(s). City Council reviews the final plat and
votes to approve or deny.
VI.

CITY RIGHT-OF-WAY VACATION POLICY AND APPLICABLE STATE CODE
1. City Right-of-Way Vacation Policy
2. Code of Virginia §15.2-2006 – Alteration and Vacation of public rights-of-way

VII.

SUBJECT PROPERTY
The subject land is an unimproved right-of-way that is 50 feet wide and `360 feet long totaling
approximately 0.45 acres (19,432f). The right-of-way is the platted extension of S. 1st Ave. that
has never been developed. The applicant’s property surrounds the right-of-way on three sides.
A City pump station access road traverses the north eastern end of the applicant’s property.

VIII.

APPLICANT POSITION
The applicant requests the vacation of the unimproved right-of-way that is interior to the
property. The total area of the requested right-of-way is approximately 19,432sf.

Case #2026-0506

ROW Vacation Request Adjacent to Parcel #071-0097

pg. 2

IX.

STAFF ANALYSIS
City Councils’ Right-of-Way Vacation policy states that dead ends should not be
created as a result of a vacation. The subject right-of-way is currently platted as a dead
end but with a cul-de-sac. The pump station access road appears to be established
under an easement across the applicant’s property.
The applicant’s property is zoned M-1 Limited Industrial District and is nearly bisected
by the unimproved right-of-way, thereby making the use of the property challenging.
In staff’s opinion, the vacation will improve the developability of the property.
Additionally, the likelihood of this road segment ever being developed is minimal.

X.

STAFFF RECOMMENDATION
The following comments were received from City Staff:
Virginia American Water – No issue with vacation but permanent access to pump
station must be maintained.
Hopewell Water Renewal – No issue as along as water line service to the pump
station remains in right-of-way and Fire Marshall agrees to abandonment of
interior water line.
Public Works – No comment
Stormwater – No comment
Fire Marshall – No issue other than fire hydrant at edge of property must remain
in right-of-way.
Based on the comments, Staff recommends approval of the request to vacate the
unimproved right-of-way adjacent to parcel #071-0097 with the following
modifications to the request:
1) Fire hydrant at end of the improved S. 1st Ave. shall not be vacated.
2) The portion of the pump station access road that crosses the applicant’s property
shall be dedicated to the City (35 feet wide).
3) An area suitable (90ft diameter) for the future development of a cul-de-sac,
designed according to VDOT and City of Hopewell subdivision ordinance
standards, shall be placed at the end of the improved S. 1st Ave. and dedicated to
the City.

Case #2026-0506

ROW Vacation Request Adjacent to Parcel #071-0097

pg. 3

REQUESTED VACATION

PROPOSED MODIFIED VACATION (not to scale)

Case #2026-0506

ROW Vacation Request Adjacent to Parcel #071-0097

pg. 4

XI.

OPTIONS FOR CITY COUNCIL
In accordance with the City’s Right-of-Way Vacation Policy, the City recommends
approval/denial of the request submitted by 3Ds & M Management to vacate the
unimproved right-of-way adjacent to Parcel #071-0097 with/without staff’s
recommended conditions.

Case #2026-0506

ROW Vacation Request Adjacent to Parcel #071-0097

pg. 5

APPENDIX A - MAPS

Case #2026-0506

ROW Vacation Request Adjacent to Parcel #071-0097

pg. 6

ORDINANCE NO. _________________
ORDINANCE VACATING A PORTION OF UNIMPROVED RIGHT-OF-WAY
ADJACENT TO PARCEL 071-0097 ON S. 1ST AVE.
WHEREAS, the City of Hopewell (“City”) is the owner of an unimproved roadway
approximately 50 feet wide by 360 ft long, located interior to parcel 071-0097, as shown on the plat
attached hereto and incorporated herein by reference, dated June 6, 2019, as 3.289 ACS Parcel 21-F,
Hopewell, VA and prepared by Timmons Group;
WHEREAS, Montique Ennis of 3 Ds & M Management , is property owner of parcel 0710097, which abuts the unimproved right-of-way; and
WHEREAS, under Chapter IV, § 2 of the Hopewell City Charter, and Va. Code §§ 15.2-2008,
-2271, -2272 and -2274, the City Council of Hopewell, Virginia, is authorized to vacate or sell any cityowned property. NOW, THEREFORE,
that:

BE IT ORDAINED by the City Council of Hopewell, Virginia, following a public hearing,
1.
2.
3.
4.
5.
6.

7.
8.

The foregoing recitals are hereby incorporated into this Ordinance as if set forth herein
in their entirety.
The City of Hopewell hereby vacates its interest in the unimproved right-of-way described
above.
The City Manager is authorized to sign and deliver any ancillary legal instrument necessary
to evidence or carry out the vacation of unimproved right-of-way evidenced by this
ordinance.
This Ordinance is effective on and after the date of adoption.
This Ordinance will be recorded among the land records of the Circuit Court at the cost
of the property owners on whose application for vacation was granted (“property
owners”).
The property owner shall be responsible for the preparation and costs of all documents
to effect this vacation, including the appropriate deeds, and submit all such to the City
Attorney for review and approval prior to execution or recordation, as such may be
required by the City or law.
The vacated right-of-way shall be conveyed in its entirety to Parcel 071-0097 and shall not
be divided between the adjoining property owners.
Parcel 071-0097 will be a part of or merged with the unimproved right-of-way and
administratively resubdivided in accord with the application and plat
Adopted by the City Council of Hopewell, Virginia on September 22, 2026
Witness this signature and seal
______________________________
Mayor Johnny Partin, Ward 3

MAS

Page 1 of 2

ORDINANCE NO. _________________

VOTING AYE:
VOTING NAY:
ABSENT:
ABSTAINING:
ATTEST:

MAS

__________________________
Sade’ Allen, City Clerk

Page 2 of 2

R-3

CITY OF HOPEWELL
CITY COUNCIL ACTION FORM
Strategic Operating Plan Vision Theme:
Civic Engagement
Culture & Recreation
Economic Development
Education
Housing
Safe & Healthy Environment
None (Does not apply)

Order of Business:
Consent Agenda
Public Hearing
Presentation-Boards/Commissions
Unfinished Business
Citizen/Councilor Request
Regular Business
Reports of Council Committees

Action:
Approve and File
Take Appropriate Action
Receive & File (no motion required)
Approve Ordinance 1st Reading
Approve Ordinance 2nd Reading
Set a Public Hearing
Approve on Emergency Measure

COUNCIL AGENDA ITEM TITLE: Public Hearing (1st Reading) regarding the repeal of §
27.5-21 through 27.5-32 – Wetlands which will dissolve the Wetlands Board and authorize the
Virginia Marine Resources Commission to preserve and protect wetlands in Hopewell.
ISSUE: The City’s Wetlands ordinance is non-compliant with state code. Repeal of the
ordinance will dissolve the Wetlands Board and authorize VMRC to regulate wetlands in
Hopewell.
RECOMMENDATION: Staff recommends approval of the ordinance to appeal. Planning
Commission voted 3-0 (April 2, 2026) to adopt a compliant Wetlands ordinance and retain
the local Wetlands Board.
TIMING: The public hearing is the 1st reading.
BACKGROUND: Hopewell’s existing Wetlands ordinance is non-compliant with state
code, thereby making the Hopewell Wetlands Board defunct. The Hopewell Planning
Commission serves as the Hopewell Wetlands Board. City Council can adopt a compliant
Wetlands ordinance to re-establish the Wetlands Board in the future, if desired.

ENCLOSED DOCUMENTS: Repeal ordinance
STAFF: Christopher Ward, Director of Development
FOR IN MEETING USE ONLY
MOTION:_____________________________________________________________

SUMMARY:
Y
N
□
□
Vice Mayor Rita Joyner, Ward #1
□
□
Councilor Michael Harris, Ward #2
□
□
Mayor John B. Partin, Ward #3
□
□
Councilor Ronnie Ellis, Ward #4
Rev. January 2025

Y
□
□
□

N
□
□
□

Councilor Susan Daye, Ward #5
Councilor Malik Wheat, Ward #6
Councilor Lovena Rapole., Ward #7

________________________________________________________________________
Roll Call

SUMMARY:
Y
N
□
□
Vice Mayor Rita Joyner, Ward #1
□
□
Councilor Michael Harris, Ward #2
□
□
Mayor John B. Partin, Ward #3
□
□
Councilor Ronnie Ellis, Ward #4
Rev. January 2025

Y
□
□
□

N
□
□
□

Councilor Susan Daye, Ward #5
Councilor Malik Wheat, Ward #6
Councilor Lovena Rapole., Ward #7

Ordinance No: _____________
Ordinance repealing City Code § 27.5-21 through 27.5-32
WHEREAS, Va. Code §§ 15.2-1427 and 15.2-1433 enable a local governing body to adopt,
amend, and codify ordinances or portions thereof;
WHEREAS, the City Council of Hopewell, Virginia has provided notice of its intent to
amend the City Code and has conducted a public hearing in accordance with Va. Code § 15.2-1427;
and
WHEREAS, Va. Code §28.2-1301 authorizes the Virginia Marine Resources Commission to
preserve and prevent the despoliation of wetlands in any locality that has not established a wetlands
board; NOW THEREFORE
BE IT ORDAINED, by the City Council of Hopewell, Virginia that Sections 27.5-21
through 27.5-32 of the City Code are hereby repealed, and that regulatory authority over tidal
wetlands within the City shall be exercised by the Virginia Marine Resources Commission.
Adopted by the City Council of Hopewell, Virginia on _________________

_______________________________________
Mayor Johnny Partin, Ward 3
VOTING AYE:
VOTING NAY:
ABSTAINING:
ABSENT:
Witness this signature and seal
ATTEST:
_______________________________________
Sade’ Allen, City Clerk

MAS

R-4

CITY OF HOPEWELL
CITY COUNCIL ACTION FORM
Strategic Operating Plan Vision Theme:
Civic Engagement
Culture & Recreation
Economic Development
Education
Housing
Safe & Healthy Environment
None (Does not apply)

Order of Business:
Consent Agenda
Public Hearing
Presentation-Boards/Commissions
Unfinished Business
Citizen/Councilor Request
Regular Business
Reports of Council Committees

Action:
Approve and File
Take Appropriate Action
Receive & File (no motion required)
Approve Ordinance 1st Reading
Approve Ordinance 2nd Reading
Set a Public Hearing
Approve on Emergency Measure

COUNCIL AGENDA ITEM TITLE: Ordinance amendment to Sec. 14-66. Fees of Chapter 14
Erosion and Sediment Control and Stormwater Management of City Code

ISSUE: Increase in construction stormwater and MS4 fees.
RECOMMENDATION: Approve ordinance amendment
TIMING: On November 13, 2025, the State Water Control Board approved an amendment to the
Virginia Erosion and Stormwater Management Program regulations that authorized an increase in
construction stormwater and MS4 fees.

BACKGROUND: The fee increases are in accordance with Chapter 2 (Budget Bill Item 363J) of the
2024 Special Session I Acts of the Assembly that directed DEQ to establish a fee schedule such that 6062% of program implementation cost are accounted for in the fees.
As part of the regulatory amendment, provisions were included that requires DEQ to adjust the
construction stormwater and MS4 fees annual based on the Consumer Price Index (CPI) by December
31st of each year, and the fee adjustments will become effective July 1st of the following year. By
January 31st of each year, DEQ will provide the CPI adjusted fees on its website.

ENCLOSED DOCUMENTS: Proposed ordinance amendment
•
STAFF: Joshua Sementelli, Interim Dep. Director Public Works – Eng. & Stormwater
FOR IN MEETING USE ONLY
MOTION:_____________________________________________________________
________________________________________________________________________
Roll Call
SUMMARY:
Y
N
□
□
Vice Mayor Rita Joyner, Ward #1
□
□
Councilor Michael Harris, Ward #2
□
□
Mayor John B. Partin, Ward #3
□
□
Councilor Ronnie Ellis, Ward #4
Rev. January 2025

Y
□
□
□

N
□
□
□

Councilor Susan Daye, Ward #5
Councilor Malik Wheat, Ward #6
Councilor Lovena Rapole., Ward #7

SUMMARY:
Y
N
□
□
Vice Mayor Rita Joyner, Ward #1
□
□
Councilor Michael Harris, Ward #2
□
□
Mayor John B. Partin, Ward #3
□
□
Councilor Ronnie Ellis, Ward #4
Rev. January 2025

Y
□
□
□

N
□
□
□

Councilor Susan Daye, Ward #5
Councilor Malik Wheat, Ward #6
Councilor Lovena Rapole., Ward #7

Sec. 14-66. Fees.
(a)

Fees to cover costs associated with implementation of a VESMP related to land-disturbing activities and
issuance of general permit coverage and VESMP authority permits shall be imposed in accordance with Table
1. When a site or sites has been purchased for development within a previously permitted common plan of
development or sale, the applicant shall be subject to fees ("total fee to be paid by applicant" column) in
accordance with the disturbed acreage of their site or sites according to Table 1.

Table 1: Fees for permit issuance. An applicant shall pay the fees provided below for initial issuance of general
permit coverage and VESMP authority permit coverage. No more than fifty (50) percent of the total fee to be paid
by the applicant shall be due at the time that a stormwater management plan or an initial stormwater
management plan is submitted to the City of Hopewell for review, The balance shall be paid prior to the issuance
of coverage under the general permit. When a site or sites are purchased for development within a previously
permitted common plan of development or sale, the applicant shall be subject to fees in accordance with the
disturbed acreage of their site or sites according to the following table.
Fee Type

Chesapeake Bay Preservation Act
Land-Disturbing Activity (not
subject to general permit coverage;
sites within designated areas of
Chesapeake Bay Act localities with
land disturbance acreage equal to
or greater than 2,500 square feet
and less than 1 acre)
General/stormwater
management—Small construction
activity/land clearing (areas within
common plans of development or
sate with land disturbance acreage
less than 1 acre and, if required by
state law, detached single-family
residences within or without a
common plan of development or
sale with land disturbance acreage
equal to or greater than one acre
and less than five acres)
General/stormwater
management—Small construction
activity/land clearing (sites or areas
within common plans of
development or sale with land
disturbance acreage equal to or
greater than 1 acre and less than 5
Acres, not to include detached
single-family residences within or

Total fee to be paid by applicant
(includes both VESMP authority
and department portions where
applicable)
$290.00

Department portion of "total fee to
be paid by applicant" (based on
30% of total fee paid* )

$290.00

$ 0.00

$4,100.00

$1,230.00

$ 0.00

Created: 2026-05-15 11:56:13 [EST]

(Supp. No. 9)
Page 1 of 4

without a common plan of
development or sale)
General/stormwater
$5,100.00
$1,530.00
management—Large construction
activity/land clearing (sites or areas
within common plans of
development or sale with land
disturbance acreage equal to or
greater than 5 acres and less than
10 acres)
General/stormwater
$6,800.00
$2,040.00
management—Large construction
activity/land clearing [sites or areas
within common plans of
development or sale with land
disturbance acreage equal to or
greater than 10 acres and less than
50 acres
General/stormwater
$9,100.00
$2,730.00
management—Large construction
activity/land clearing (sites or areas
within common plans of
development or sale with land
disturbance acreage equal to or
greater than 50 acres and less than
100 acres)
General/stormwater
$14,300.00
$4,290.00
management—Large construction
activity/land clearing (sites or areas
within common plans of
development or sale with land
disturbance acreage equal to or
greater than 100 acres)
Individual VPDES Permit for
$24,000.00
$24,000.00
Discharges of Stormwater from
Construction Activities (This will be
administered by the department)
*
If the project is completely administered by the department such as may be the case for a state or federal
project or projects covered by individual permits, the entire applicant fee shall be paid to the department.
(b)

Fees for the modification or transfer of registration statements from the general permit issued by the slate
board shall be imposed in accordance with Table 2. If the general permit modifications result in changes to
stormwater management plans that require additional review by the City of Hopewell, such reviews shall be
subject to the fees set out in Table 2. The fee assessed shall be based on the total disturbed acreage of the
site. In addition to the general permit modification fee, modifications resulting in an increase in total
disturbed acreage shall pay the difference in the initial permit fee paid and the permit fee that would have
applied for the total disturbed acreage in Table 1. Fees specified in this subsection go to the City of Hopewell.
Department of Public Works funding accounts for VESMP permits administration and CIP and operations
maintenance activities related to city-wide drainage improvements.

Created: 2026-05-15 11:56:13 [EST]

(Supp. No. 9)
Page 2 of 4

Table 2: Fees for the modification or transfer of registration statements for the general permit for discharges of
stormwater from construction activities.
Type of Permit
General/stormwater management—Small construction activity/land clearing (areas
within common plans of development or sale with land disturbance acreage less than 1
acre)
General/stormwater management—Small construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater than 1 and less than 5 acres)
General/stormwater management—Large construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater than 5 acres and less than 10 acres)
General/stormwater management—Large construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater than 10 acres and less than 50 acres)
General/stormwater management—Large construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater than 50 acres and less than 100 acres)
General/stormwater management—Large construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater than 100 acres)
(c)

Fee Amount
$ 30.00

$320.00

$400.00

$480.00

$720.00

$1,120.00

The following annual permit maintenance shall be imposed in accordance with Table 3, including fees
imposed on expired permits that have been administratively continued. With respect to the general permit,
these fees shall apply until the permit coverage is terminated. Fees Specified in this subsection go to the City
of Hopewell, Department of Public Works funding accounts for VESMP permits administration and CIP and
operations maintenance activities related to city-wide drainage improvements.

Table 3: Permit maintenance fees.
Type of Permit
Chesapeake Bay Preservation Act Land-Disturbing Activity (not subject to General
Permit coverage; sites within designated areas of Chesapeake Bay Act localities with
land disturbance acreage equal to or greater than 2,500 square feet and less than 1
acre)
General/stormwater management—Small construction activity/land clearing (areas
within common plans of development or sale with land disturbance acreage less than 1
acre)
General/stormwater management—Small construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance equal to or
greater than 1 acre and less than 5 acres)
General/stormwater management—Large construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater than 5 acres and less than 10 acres)
General/stormwater management—Large construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater than 10 acres and less than 50 acres)

Fee Amount
$ 80.00

$80.00

$650.00

$800.00

$1,050.00

Created: 2026-05-15 11:56:13 [EST]

(Supp. No. 9)
Page 3 of 4

General/stormwater management—Large construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater than 50 acres and less than 100 acres)
General/stormwater management—Large construction activity/land clearing (sites or
areas within common plans of development or sale with land disturbance acreage equal
to or greater 100 acres)

$1,450.00

$2,250.00

General permit coverage maintenance fees shall be paid annually to the City of Hopewell, by the anniversary
date of general permit coverage. No permit will be reissued or automatically continued without payment of the
required fee. General permit coverage maintenance fees shall be applied until a notice of termination is effective.
(d)

(e)

(f)

The fees set forth in subsections (a) through (c) above, shall apply to:
(1)

All persons seeking coverage under the general permit.

(2)

All permittees who request modifications to or transfers of their existing registration statement for
coverage under a general permit.

(3)

Persons whose coverage under the general permit has been revoked shall apply to the department for
an individual permit for discharges of stormwater from construction activities.

(4)

Permit and permit coverage maintenance fees outlined under section 14-64(c) may apply to each
general permit holder.

No general permit application fees will be assessed to:
(1)

Permittees who request minor modifications to general permits as defined in section 14-52 of this
article. Permit modifications at the request of the permittee resulting in changes to stormwater
management plans that require additional review by the administrator shall not be exempt pursuant to
this section.

(2)

Permittees whose general permits are modified or amended at the initiative of the department,
excluding errors in the registration statement identified by the administrator or errors related to the
acreage of the site.

All incomplete payments will be deemed as nonpayment, and the applicant shall be notified of any
incomplete payments. Interest may be charged for late payments at the underpayment rate set forth in Code
of Virginia, § 58.1-15 and is calculated on a monthly basis at the applicable periodic rate. A ten (10) percent
late payment fee shall be charged to any delinquent (over ninety (90) days past due) account. The City of
Hopewell shall be entitled to all remedies available under the Code of Virginia in collecting any past due
amount.

(Ord. No. 2024-0723, 7-23-2024)

Created: 2026-05-15 11:56:13 [EST]

(Supp. No. 9)
Page 4 of 4

Ordinance #: ________________
AN ORDINANCE REPEALING AND REENACTING
HOPEWELL CITY CODE §14-66
WHEREAS, Va. Code §§ 15.2-1427 and 15.2-1433 enable a local governing body to adopt,
amend, and codify ordinances or portions thereof;
WHEREAS, the City Council of Hopewell, Virginia has given notice of its intention to
amend this ordinance and conducted a public hearing in accordance with Va. Code § 15.2-1427; and
WHEREAS, the full text of this proposed ordinance amendment was available for the
public and was adopted by Council after a public hearing held on September 8, 2026; NOW
THEREFORE,
BE IT ORDAINED, by the City Council of Hopewell, Virginia that Hopewell City Code
§14-66 is hereby repealed and reenacted as follows:

Chapter 14 - EROSION AND SEDIMENT CONTROL AND
STORMWATER MANAGEMENT
ARTICLE IV. - STORMWATER MANAGEMENT
Sec. 14-66. Fees.
(1) Fees to cover costs associated with implementation of a VESMP related to land-disturbing
activities and issuance of general permit coverage and VESMP authority permits are imposed
in accordance with Table 1. When a site or sites has been purchased for development within
a previously permitted common plan of development or sale, the applicant is be subject to
fees ("total fee to be paid by applicant" column) in accordance with the disturbed acreage of
their site or sites according to Table 1.
Table 1: Fees for permit issuance. An applicant will pay the fees provided below for initial issuance
of general permit coverage and VESMP authority permit coverage. No more than 50% of the total
fee to be paid by the applicant is due at the time that a stormwater management plan or an initial
stormwater management plan is submitted to the City for review, the balance is be paid prior to the
issuance of coverage under the general permit. When a site or sites are purchased for development
within a previously permitted common plan of development or sale, the applicant is subject to fees
in accordance with the disturbed acreage of their site or sites according to the following table.
Fee Type

Chesapeake Bay Preservation Act LandDisturbing Activity (not subject to
general permit coverage; sites within

Total fee to be paid by
applicant (includes VESMP
authority and department
portions where applicable)
$290.00

Page 1 of 5

Department portion of
"total fee to be paid by
applicant" (based on
30% of total fee paid* )
$ 0.00

Ordinance #: ________________
designated areas of Chesapeake Bay Act
localities with land disturbance acreage
equal to or greater than 2,500 square
feet and less than 1 acre)
General/stormwater management—
Small construction activity/land clearing
(areas within common plans of
development or sate with land
disturbance acreage less than 1 acre and,
if required by state law, detached singlefamily residences within or without a
common plan of development or sale
with land disturbance acreage equal to
or greater than 1 acre and less than 5
acres)
General/stormwater management—
Small construction activity/land clearing
(sites or areas within common plans of
development or sale with land
disturbance acreage equal to or greater
than 1 acre and less than 5 Acres, not to
include detached single-family
residences within or without a common
plan of development or sale)
General/stormwater management—
Large construction activity/land clearing
(sites or areas within common plans of
development or sale with land
disturbance acreage equal to or greater
than 5 acres and less than 10 acres)
General/stormwater management—
Large construction activity/land clearing
[sites or areas within common plans of
development or sale with land
disturbance acreage equal to or greater
than 10 acres and less than 50 acres
General/stormwater management—
Large construction activity/land clearing
(sites or areas within common plans of
development or sale with land
disturbance acreage equal to or greater
than 50 acres and less than 100 acres)
General/stormwater management—
Large construction activity/land clearing
(sites or areas within common plans of
development or sale with land

$290.00

$ 0.00

$4,100.00

$1,230.00

$5,100.00

$1,530.00

$6,800.00

$2,040.00

$9,100.00

$2,730.00

$14,300.00

$4,290.00

Page 2 of 5

Ordinance #: ________________
disturbance acreage equal to or greater
than 100 acres)
Individual VPDES Permit for
$24,000.00
$24,000.00
Discharges of Stormwater from
Construction Activities (This is
administered by the department)
*
If the project is completely administered by the department such as may be the case for a state or
federal project or projects covered by individual permits, the entire applicant fee is paid to the
department.
(2) Fees for the modification or transfer of registration statements from the general permit
issued by the slate board are imposed in accordance with Table 2. If the general permit
modifications result in changes to stormwater management plans that require additional
review by the City, such reviews are subject to the fees set out in Table 2. The fee assessed
are based on the total disturbed acreage of the site. In addition to the general permit
modification fee, modifications resulting in an increase in total disturbed acreage will pay the
difference in the initial permit fee paid and the permit fee that would have applied for the
total disturbed acreage in Table 1. Fees specified in this subsection go to the City.
Department of Public Works funding accounts for VESMP permits administration and CIP
and operations maintenance activities related to city-wide drainage improvements.
Table 2: Fees for the modification or transfer of registration statements for the general permit for
discharges of stormwater from construction activities.
Type of Permit
General/stormwater management—Small construction activity/land clearing
(areas within common plans of development or sale with land disturbance
acreage less than 1 acre)
General/stormwater management—Small construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater than 1 and less than 5 acres)
General/stormwater management—Large construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater than 5 acres and less than 10 acres)
General/stormwater management—Large construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater than 10 acres and less than 50 acres)
General/stormwater management—Large construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater than 50 acres and less than 100 acres)
General/stormwater management—Large construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater than 100 acres)

Page 3 of 5

Fee Amount
$ 30.00
$320.00
$400.00
$480.00
$720.00
$1,120.00

Ordinance #: ________________
(3) The following annual permit maintenance are imposed in accordance with Table 3, including
fees imposed on expired permits that have been administratively continued. With respect to
the general permit, these fees will apply until the permit coverage is terminated. Fees
Specified in this subsection go to the City, Department of Public Works funding accounts
for VESMP permits administration and CIP and operations maintenance activities related to
city-wide drainage improvements.
Table 3: Permit maintenance fees.
Type of Permit
Chesapeake Bay Preservation Act Land-Disturbing Activity (not subject to
General Permit coverage; sites within designated areas of Chesapeake Bay
Act localities with land disturbance acreage equal to or greater than 2,500
square feet and less than 1 acre)
General/stormwater management—Small construction activity/land clearing
(areas within common plans of development or sale with land disturbance
acreage less than 1 acre)
General/stormwater management—Small construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance equal to or greater than 1 acre and less than 5 acres)
General/stormwater management—Large construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater than 5 acres and less than 10 acres)
General/stormwater management—Large construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater than 10 acres and less than 50 acres)
General/stormwater management—Large construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater than 50 acres and less than 100 acres)
General/stormwater management—Large construction activity/land clearing
(sites or areas within common plans of development or sale with land
disturbance acreage equal to or greater 100 acres)

Fee Amount
$ 80.00

$80.00
$650.00
$800.00
$1,050.00
$1,450.00
$2,250.00

General permit coverage maintenance fees are paid annually to the City, by the anniversary date of
general permit coverage. No permit will be reissued or automatically continued without payment of
the required fee. General permit coverage maintenance fees will be applied until a notice of
termination is effective.
(4) The fees set forth in subsections 1 through 3 above, will apply to:
(a) All persons seeking coverage under the general permit.
(b) All permittees who request modifications to or transfers of their existing registration
statement for coverage under a general permit.

Page 4 of 5

Ordinance #: ________________
(c) Persons whose coverage under the general permit has been revoked will apply to the
department for an individual permit for discharges of stormwater from construction
activities.
(d) Permit and permit coverage maintenance fees outlined under section 14-64(c) may
apply to each general permit holder.
(5) No general permit application fees will be assessed to:
(a) Permittees who request minor modifications to general permits as defined in section
14-52 of this article. Permit modifications at the request of the permittee resulting in
changes to stormwater management plans that require additional review by the
administrator will not be exempt pursuant to this section.
(b) Permittees whose general permits are modified or amended at the initiative of the
department, excluding errors in the registration statement identified by the
administrator or errors related to the acreage of the site.
(6) All incomplete payments will be deemed as nonpayment, and the applicant will be notified
of any incomplete payments. Interest may be charged for late payments at the underpayment
rate set forth by law and is calculated monthly at the applicable periodic rate. A 10% late
payment fee will be charged to any delinquent account that is 90 days past due.
State Law Ref: Va. Code § 58.1-15 (interest for late payments)
Adopted by the City Council of Hopewell, Virginia on ____________

_______________________________________
Mayor Johnny Partin, Ward 3

VOTING AYE:
VOTING NAY:
ABSTAINING:
ABSENT:

Witness this signature and seal
ATTEST:
_______________________________________
Sade’ Allen, City Clerk

Page 5 of 5

R-5

RESOLUTION NO. 2026-_____
RESOLUTION PROVIDING FOR THE ISSUANCE, SALE AND
AWARD OF SEWER SYSTEM REVENUE REFUNDING BONDS,
SERIES 2026, IN A PRINCIPAL AMOUNT NOT TO EXCEED
$18,000,000 OF THE CITY OF HOPEWELL, VIRGINIA, AND
PROVIDING FOR THE FORM, DETAILS AND PAYMENT
THEREOF
WHEREAS, pursuant to the powers granted by its Charter (Chapter 431, Acts of
Assembly of 1950, as amended), the City of Hopewell, Virginia (the “City”), a municipal
corporation duly created by the General Assembly of Virginia, owns and operates a municipal
sewer system (the “System”);
WHEREAS, pursuant to the Code of Virginia of 1950, as amended, the Council of the
City (the “Council”) is authorized to contract debts on behalf of the City and to issue, as
evidence thereof, its revenue bonds, notes or other obligations;
WHEREAS, the City has established a master program for financing and refinancing
costs associated with the acquisition, replacement, construction, operation, maintenance and
extension of the System by the issuance of bonds and refunding bonds payable from revenues of
the System pursuant to the terms of an Agreement of Trust dated as of December 1, 2009 (as
previously supplemented and amended, the “Master Trust Agreement”), between the City and
U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”);
WHEREAS, the City has previously issued (a) its $4,160,000 Sewer System Revenue
Bonds, Series 2010 (the “Series 2010 Bonds”), and (b) its $18,210,000 Sewer System Revenue
Refunding Bonds, Series 2011A (the “Series 2011 Bonds”), pursuant to the terms of the Master
Trust Agreement to finance and refinance costs associated with the System;
WHEREAS, in compliance with the Master Trust Agreement, the City is authorized,
among other things, to issue additional bonds, secured on a parity with any outstanding bonds
issued thereunder, to refund prior bonds;
WHEREAS, the City desires to issue one or more series of sewer system revenue
refunding bonds (as further described in Section 4 herein, the “Bonds”) to refund all or a portion
of the Series 2010 Bonds and the Series 2011 Bonds (such refunded portions, the “Refunded
Bonds”), subject to the terms and conditions herein, including a condition that the refunding
achieve an aggregate net present value debt service savings of not less than 2.0% of the refunded
par amount of the Series 2010 Bonds and the Series 2011 Bonds (the “Targeted Savings”); and
WHEREAS, the City’s administration, in collaboration with Davenport & Company
LLC, acting as the City’s financial advisor (the “Financial Advisor”), has recommended that the
City pursue the sale of the Bonds through a direct placement arranged by Crews & Associates,
Inc., acting as a placement agent (the “Placement Agent”), with one or more institutional or
accredited investors (a “Direct Placement”);

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HOPEWELL,
VIRGINIA:
Section 1.
Issuance and Sale of Bonds. Pursuant to the Constitution and statutes of
the Commonwealth of Virginia, including the Public Finance Act, the Council hereby provides
for the issuance and sale of the Bonds in the maximum aggregate principal amount of
$18,000,000 to provide funds to (a) refund the Refunded Bonds and (b) pay the costs of issuing
the Bonds and refunding the Refunded Bonds.
Section 2.
Bond Details. (a) Subject to the provisions and limitations of this
Resolution, the Council authorizes the City Manager (which term, for purposes of this
Resolution, shall include an interim or acting City Manager and any Deputy City Manager) to
undertake the issuance and sale of the Bonds and to determine the final pricing terms of the
Bonds as the City Manager shall deem to be in the best interests of the City.
(b)
The Bonds shall be issued in one or more series and shall be designated “Sewer
System Revenue Refunding Bonds, Series 2026,” with an appropriate series or sub-series
designation, all as may be determined by the City Manager. The Bonds shall be in registered
form, shall be dated such date as may be determined by the City Manager, shall be in
denominations of no less than $5,000 and integral multiples thereof and shall be numbered R-1
upward, or such other designation as appropriate. The issuance and sale of the Bonds are
authorized on pricing terms as shall be satisfactory to the City Manager; provided, however, that
the Bonds (i) shall be issued in an aggregate principal amount not exceeding the limit set forth in
Section 1, (ii) shall have an interest rate not to exceed 4.20% per year (not taking into account
any increased rate or charges upon an event of taxability or an event of default), (iii) shall be sold
at a purchase price not less than 100.0% of the principal amount thereof, and (iv) shall mature, or
be subject to mandatory sinking fund redemption in annual installments, in years ending no later
than December 31, 2042.
(a)
Principal of the Bonds shall mature, or be subject to mandatory sinking fund
installments, annually on dates determined by the City Manager. Each Bond shall bear interest
from its dated date at such fixed rate as shall be determined at the time of sale, calculated on the
basis of a 360-day year of twelve 30-day months, and payable semiannually on dates determined
by the City Manager. Principal and premium, if any, shall be payable to the registered owners
upon surrender of Bonds as they become due at the office of the Registrar (as hereinafter
defined). Interest shall be payable by check or draft mailed to the registered owners at their
addresses as they appear on the registration books kept by the Registrar on a date prior to each
interest payment date that shall be determined by the City Manager (the “Record Date”);
provided, however, that at the request of the registered owner of the Bonds, payment may be
made by wire transfer pursuant to the most recent wire instructions received by the Registrar
from such registered owner. If any payment date is not a business day, such payment shall be
made on the next succeeding business day with the same effect as if made on the stated payment
date, and no additional interest shall accrue. Principal, premium, if any, and interest shall be
payable in lawful money of the United States of America.
Section 3.

Methods of Sale; Award of Bonds.
2

(a)

The Bonds shall be sold through a Direct Placement with the Placement Agent.

(b)
The City Manager is authorized to negotiate, execute and deliver a bond
placement agreement (the “Bond Placement Agreement”) with the Placement Agent, which shall
be in a form that the City Manager, in collaboration with the City Attorney and bond counsel,
may determine to be acceptable.
(c)
The City Manager is authorized to determine (i) the principal amounts of the
Bonds, subject to the limitations set forth in Section 1, (ii) the interest rate(s) of the Bonds, the
maturity schedule of the Bonds, and the purchase price to be paid for the Bonds, subject to the
limitations set forth in Section 2, (iii) the redemption provisions of the Bonds, subject to the
limitations set forth in Section 4, and (iv) the dated date, the principal and interest payment dates
and the Record Dates of the Bonds, all as the City Manager determines to be in the best interests
of the City. The actions of the City Manager in selling the Bonds shall be conclusive, and no
further action with respect to the sale and issuance of such Bonds shall be necessary on the part
of the Council.
Section 4.
Redemption Provisions. The Bonds may be subject to redemption prior
to maturity at the option of the City on or after dates, if any, and at such prices as shall be
determined by the City Manager, provided that the redemption premium, if any, shall not exceed
2.0%.
Section 5.
Authorization of Supplemental Agreement. The Mayor, the Vice
Mayor and the City Manager, any of whom may act, are authorized to execute a Supplemental
Agreement and deliver it to the Trustee. Such Supplemental Agreement shall be in a form
substantially similar to prior supplements to the Master Trust Agreement, with such completions,
omissions, insertions and changes as may be necessary to provide for a sale of the Bonds and not
otherwise inconsistent with this Resolution. Any such completions, omissions, insertions and
changes shall be approved by the officer executing the Supplemental Agreement, whose
approval shall be evidenced conclusively by the execution and delivery thereof.
Section 6.
Pledge of Security. The Bonds shall be limited obligations of the City,
payable solely from the Net Revenues (as defined in the Master Trust Agreement) and the funds
created by the Master Trust Agreement, and nothing in the Bonds or the Master Trust Agreement
shall be deemed to create or constitute an indebtedness or pledge of the Commonwealth of
Virginia or any political subdivision thereof, including the City.
Section 7.
Support Agreement. The Council acknowledges that, in the event the
Revenues pledged under the Trust Agreement are not sufficient to (a) pay when due debt service
due on the Bonds and any other bonds outstanding under the Master Trust Agreement and (b)
pay when due any System expenses, the Council agrees to a non-binding undertaking to consider
annual appropriations in amounts sufficient to satisfy such deficiencies, all to be set forth in the
provisions of the Supplemental Agreement.
Section 8.
Preparation and Delivery of Bonds. After the Bonds have been sold, the
appropriate officers of the City are authorized and directed to take all proper steps to have the
Bonds prepared and executed pursuant to the Master Trust Agreement, to deliver them to the
3

Trustee for authentication, and to cause the Bonds so executed and authenticated to be delivered
to the purchaser upon payment of the purchase price.
Section 9.
Non-Arbitrage Certificate and Elections. Such officers of the City as
may be requested are authorized and directed to execute an appropriate certificate setting forth
the expected use and investment of the proceeds of the Bonds in order to show that such
expected use and investment will not violate the provisions of Section 148 of the Code, and any
elections such officers deem desirable regarding rebate of earnings to the United States for
purposes of complying with Section 148 of the Code. Such certificate and elections shall be in
such form as may be requested by bond counsel for the City.
Section 10. Redemption of Refunded Bonds. The Refunded Bonds are specifically
and irrevocably called for redemption on a date that is no later than 90 days after the issuance of
the Bonds as selected by the City Manager. The Supplemental Agreement shall provide for
notice of redemption to be given in accordance with the Master Trust Agreement and the
Supplemental Agreement. If requested by the City, the Trustee, acting as escrow agent, is
authorized to execute an initial and final subscription form for the purchase of the Government
Obligations.
Section 11. Deposit of Bond Proceeds. Bond proceeds will be deposited as provided
in the Supplemental Agreement. The Director of Finance is further authorized and directed to
take all such further action as may be necessary or desirable in connection with the payment and
refunding of the Refunded Bonds.
Section 12. Other Actions. All other actions of officers of the City in conformity
with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the
Bonds and the refunding of the Refunded Bonds are hereby approved and confirmed. The
officers of the City are authorized and directed to execute and deliver all certificates and
instruments and to take all such further action as may be considered necessary or desirable in
connection with the issuance, sale and delivery of the Bonds and the refunding of the Refunded
Bonds.
Section 13. Repeal of Conflicting Resolutions.
The resolution entitled
“RESOLUTION (A) PROVIDING FOR THE ISSUANCE, SALE AND AWARD OF SEWER
SYSTEM REVENUE REFUNDING BONDS OF THE CITY OF HOPEWELL, VIRGINIA, IN
THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $20,000,000 AND THE FORM,
DETAILS AND PAYMENT THEREOF, (B) AUTHORIZING THE EXECUTION AND
DELIVERY OF A SUPPLEMENTAL AGREEMENT OF TRUST AND (C) AUTHORIZING
THE EXECUTION AND DELIVERY OF A LOCAL BOND SALE AND FINANCING
AGREEMENT,” adopted by Council on September 8, 2026, is expressly repealed and shall be of
no effect. All other resolutions or parts of resolutions in conflict herewith are also repealed.
Section 14.
adoption.

Effective Date.

This Resolution shall take effect immediately upon

4

Adopted the 22d day of September, 2026, by the following vote:
VOTING AYE:
VOTING NAY:
ABSTAINING:
ABSENT:
_______________________________________
Mayor Johnny Partin, Ward 3

Witness this signature and seal
ATTEST:
_______________________________________
Sadé Allen, City Clerk
The undersigned Clerk of the Council of the City of Hopewell, Virginia, certifies that the
foregoing constitutes a true and correct copy of the resolution adopted at a regular meeting of the
City Council of the City of Hopewell, Virginia, held on September 22, 2026.
(SEAL)

_________________________________
Clerk of the Council, City of Hopewell

5
35204.000009
EMF_US
37172725v4
035204.0000032
DMS 357772526v2

ADJOURNMENT