HomeMy WebLinkAbout10/9/2018 - RegularINVOCATION:
Roanoke County
Board of Supervisors
October 9, 2018
PLEDGE OF ALLEGIANCE TO THE UNITED STATES FLAG
Disclaimer:
"Any invocation that may be offered before the official start of the Board meeting
shall be the voluntary offering of a private citizen, to and for the benefit of the
Board. The views or beliefs expressed by the invocation speaker have not been
previously reviewed or approved by the Board and do not necessarily represent
the religious beliefs or views of the Board in part or as a whole. No member of
the community is required to attend or participate in the invocation and such
decision will have no impact on their right to actively participate in the business of
the Board."
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Roanoke County
Board of Supervisors
Agenda
October 9, 2018
Good afternoon and welcome to our meeting for October 9, 2018. Regular meetings
are held on the second and fourth Tuesday at 3:00 p.m. Public hearings are held at
7:00 p.m. on the fourth Tuesday of each month. Deviations from this schedule will be
announced. The meetings are broadcast live on RVTV, Channel 3, and will be
rebroadcast on Thursday at 7:00 p.m. and on Saturday at 4:00 p.m. Board of
Supervisors meetings can also be viewed online through Roanoke County's website at
www.RoanokeCountyVA.gov. Our meetings are closed -captioned, so it is important for
everyone to speak directly into the microphones at the podium. Individuals who require
assistance or special arrangements to participate in or attend Board of Supervisors
meetings should contact the Clerk to the Board at (540) 772-2005 at least 48 hours in
advance. Please turn all cell phones off or place on silent.
A. OPENING CEREMONIES
1. Roll Call
B. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA
ITEMS
C. PROCLAMATIONS, RESOLUTIONS, RECOGNITIONS AND AWARDS
1. Proclamation declaring the month of October as Fire Prevention Month in
Roanoke County (Stephen G. Simon, Chief of Fire and Rescue)
2. Proclamation declaring October 21-27, 2018, as Red Ribbon Week in the County
of Roanoke (Roanoke Area Youth Substance Abuse Coalition)
D. BRIEFINGS
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E. NEW BUSINESS
1. Resolution adopting a Legislative Program for the 2019 Session of the Virginia
General Assembly and petitioning the General Assembly to favorably consider
the topics and issues addressed herein (Ruth Ellen Kuhnel, County Attorney)
F. FIRST READING OF ORDINANCES
1. Ordinance authorizing and approving a lease agreement between Roanoke
County and CellCo Partnership d/b/a Verizon Wireless for a communications
facility at 7415 Wood Haven Road (Richard L. Caywood, Assistant County
Administrator; Mary Beth Nash, Senior Assistant County Attorney)
G. PUBLIC HEARING AND SECOND READING OF ORDINANCES
1. Ordinance approving and authorizing the execution of a Cable Television
Franchise Agreement by and between the County of Roanoke, Virginia and
CoxCom, Inc., d/b/a/ Cox Communications, Roanoke (Mary Beth Nash, Senior
Assistant County Attorney)
2. Ordinance declaring surplus and authorizing sale of two (2) parcels totaling .505
+/- acres of real estate located at 3319 and 3323 Westmoreland Drive, Cave
Spring Magisterial District (Ruth Ellen Kuhnel, County Attorney)
H. APPOINTMENTS
1. Budget and Fiscal Affairs (BFAC) (appointed by District and At -Large)
2. Economic Development Authority (EDA) (appointed by District)
3. Library Board (appointed by District)
I. CONSENT AGENDA
ALL MATTERS LISTED UNDER THE CONSENT AGENDA ARE CONSIDERED BY
THE BOARD TO BE ROUTINE AND WILL BE ENACTED BY ONE RESOLUTION
IN THE FORM OR FORMS LISTED BELOW. IF DISCUSSION IS DESIRED, THAT
ITEM WILL BE REMOVED FROM THE CONSENT AGENDA AND WILL BE
CONSIDERED SEPARATELY
1. Approval of minutes: August 8, 2018; August 28, 2018 Joint Meeting with
Roanoke County Public Schools
2. Request to accept and allocate grant funds in the amount of $145,725 from the
Virginia Department of Criminal Justice Services Virginia Victim Witness Fund
3. Resolution expressing the appreciation of the Board of Supervisors of Roanoke
County to Priscilla D. Johnson, Senior Library Assistant, upon her retirement
after more than thirty-two (32) years of service
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4. Resolution expressing the appreciation of the Board of Supervisors of Roanoke
County to Jeffery S. Stump, Firefighter/EMT, upon his retirement after more than
thirty (30) years of service
5. Resolution expressing the appreciation of the Board of Supervisors of Roanoke
County to C. Matthew Viar, Police Officer -Commander -Professional Standards,
upon his retirement after more than twenty-five (25) years of service
6. Confirmation of appointment to the Economic Development Authority
(EDA)(District)
J. CITIZENS' COMMENTS AND COMMUNICATIONS
K. REPORTS
1. Unappropriated, Board Contingency and Capital Reserves Report
2. Outstanding Debt Report
3. Annual Report to the Board of Supervisors on Funds Invested in the VML/VACO
OPEB Pooled Trust - Roanoke County
4. Annual Report to the Board of Supervisors on Funds Invested in the VML/VACO
OPEB Pooled Trust - Roanoke County Public Schools
5. Statement of Treasurer's Accountability per Investment and Portfolio Policy as of
August 31, 2018
L. REPORTS AND INQUIRIES OF BOARD MEMBERS
1. George G. Assaid
2. Phil C. North
3. Joseph P. McNamara
4. P. Jason Peters
5. Martha B. Hooker
M. CLOSED MEETING, pursuant to the Code of Virginia as follows:
1. Section 2.2-3711.A.5 Discussion concerning a prospective business or industry
or the expansion of an existing business or industry where no previous
announcement has been made of the business' or industry's interest in locating
or expanding its facilities in the community
N. CERTIFICATION RESOLUTION
O. ADJOURNMENT
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ACTION NO.
ITEM NO. C.1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
October 9, 2018
Proclamation declaring the month of October as Fire
Prevention Month in Roanoke County
SUBMITTED BY: Stephen G. Simon
Chief of Fire and Rescue
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
Request to proclaim the month of October 2018 as Fire Prevention Month in Roanoke
County.
LOOK. LISTEN. LEARN.
Be aware. � -
Fire can happen anywhere: ,�-
BACKGROUND:
During the month of October 2018, the Fire Marshal's Office along with field personnel
will bring important safety messages to citizens and visitors across the county at dozens
of planned safety events using this year's theme, "LOOK. LISTEN. LEARN. Be aware.
Fire can happen anywhere."
Those planning to be in attendance to accept the proclamation will be Chief Stephen G.
Simon, along with Fire Marshal Brian Simmons, Deputy Fire Marshal Tim Webster,
Deputy Fire Marshal Robert Mauck, and Community Outreach Coordinator Brian
Clingenpeel. Other Fire & Rescue personnel may also be in attendance.
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STAFF RECOMMENDATION:
Adopt the attached proclamation declaring the month of October 2018 as Fire
Prevention Month in Roanoke County.
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DECLARING THE MONTH OF OCTOBER 2018
AS FIRE PREVENTION MONTH IN THE COUNTY OF ROANOKE
WHEREAS, the County of Roanoke, Virginia is committed to ensuring the safety and security of all those living in
and visiting Roanoke County; and
WHEREAS, fire is a serious public safety concern both locally and nationally, and homes are the locations where
people are at greatest risk from fire; and
WHEREAS, home fires killed 2,735 people in the United States in 2016, according to the National Fire Protection
Association (NFPA), and fire departments in the United States responded to 352,000 home fires; and
WHEREAS, the majority of U.S. fire deaths (4 out of 5) occur at home each year; and
WHEREAS, the fire death rate per 1000 home fires reported to U.S. fire departments was 10 percent higher in 2016
than in 1980; and
WHEREAS, Roanoke County residents should identify places in their home where fires can start and eliminate those
hazards; and
WHEREAS, working smoke alarms cut the risk of dying in reported home fires in half; and
WHEREAS, Roanoke County residents should install smoke alarms in every sleeping room, outside each separate
sleeping area, and on every level of the home; and
WHEREAS, Roanoke County residents should listen for the sound of the smoke alarm and when it sounds respond
by going outside immediately to the designated meeting place;
WHEREAS, Roanoke County residents who have planned and practiced a home fire escape plan are more prepared
and will therefore be more likely to survive a fire; and
WHEREAS, Roanoke County first responders are dedicated to reducing the occurrence of home fires and home fire
injuries through prevention and protection education; and
WHEREAS, Roanoke County residents are responsive to public education measures and are able to take action to
increase their safety from fire, especially in their homes; and
WHEREAS, the 2018 Fire Prevention Week theme, "Look. Listen. Learn. Be aware—fire can happen anywhereTM"
effectively serves to remind us that we need to take personal steps to increase our safety from fire.
THEREFORE, we, the Board of Supervisors of Roanoke County do hereby proclaim October 2018, as Fire Prevention
Month throughout this County. We urge all the people of Roanoke County to be aware of their
surroundings, look for available ways out in the event of a fire or other emergency, respond when the
smoke alarm sounds by exiting the building immediately, and to support the many public safety activities
and efforts of Roanoke County Fire & Rescue during Fire Prevention Month 2018.
Presented this 9th day of October 2018
George G. Assaid
Martha B. Hooker�
seph P. McNamara
ACTION NO.
ITEM NO. C.2
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
APPROVED BY:
ISSUE:
October 9, 2018
Proclamation declaring October 21-27, 2018, as Red Ribbon
Week in the County of Roanoke
Deborah C. Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
Proclaiming October 21-27, 2018 as Red Ribbon Week in the County of Roanoke
BACKGROUND:
For the twenty-sixth (26th) year, citizens of the Roanoke Valley will be asked to take a
stand against drug use and risky behaviors through the observance of Red Ribbon
Week. Members of the Executive Board of the Roanoke Area Youth Substance Abuse
Coalition (RAYSAC) will be in attendance to accept the proclamation.
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DECLARING OCTOBER 21 THROUGH OCTOBER 27, 2018, AS
RED RIBBON WEEK IN THE COUNTY OF ROANOKE
WHEREAS, alcohol and other drug abuse in this nation has reached epidemic stages;
and
WHEREAS, It is imperative that visible, unified prevention education efforts by
community members be launched to eliminate the demand for drugs; and
WHEREAS, National Family Partnership (NFP) is sponsoring the National Red Ribbon
Campaign offering citizens the opportunity to demonstrate their
commitment to drug-free lifestyles (no use of illegal drugs, no illegal use of
legal drugs); and
WHEREAS, the National Red Ribbon Campaign will be celebrated in every community in
America during "Red Ribbon Week", October 21-27, 2018; and
WHEREAS, business, government, parents, law enforcement, media, medical, religious
institutions, schools, senior citizens, service organization and youth will
demonstrate their commitment to healthy, drug-free lifestyles by wearing
and displaying Red Ribbons during this week-long campaign; and
WHEREAS, we intend to further commit our resources to ensure the success of the Red
Ribbon Campaign.
NOW, THEREFORE, We, The Board of Supervisors or Roanoke County, Virginia on behalf of
all of its citizens, do hereby proclaim October 21-27, 2018, as RED RIBBON
WEEK in Roanoke County, Virginia; and
FURTHER, encourage all of our citizens to participate in drug prevention education
activities, making a visible statement that we are strongly committed to a
drug-free state.
Presented this 9th day of October 2018
George G. Assaid
74 Q
Martha B. Hooker
P. McNarru
C. North
ACTION NO.
ITEM NO. E.1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
October 9, 2018
Resolution adopting a Legislative Program for the 2019
Session of the Virginia General Assembly and petitioning the
General Assembly to favorably consider the topics and
issues addressed herein
Ruth Ellen Kuhnel
County Attorney
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
Staff and the legislative liaisons, Eldon James and Sue Rowland, have identified
legislative issues of local and statewide concern to be considered by the 2019 session
of the Virginia General Assembly. The Board will consider and pass a resolution
adopting a formal Legislative Agenda to be a guiding document for the current session.
BACKGROUND:
Each year the Board of Supervisors adopts a Legislative Agenda for the upcoming
session of the General Assembly to provide direction to County staff, its legislative
liaisons and members of the local delegation.
DISCUSSION:
This year this team, including individual board members, have met at various times with
the local delegation to discuss local issues which may be appropriate for legislative
action. The listed issues are summarized in the accompanying Resolution for the Board
to either consider affirmatively supporting, or opposing, which have impact on the
health, welfare and safety of the citizens of Roanoke County.
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FISCAL IMPACT:
No fiscal impact exists in adopting a Legislative Agenda.
STAFF RECOMMENDATION:
Staff recommends adopting the resolution.
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AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION
CENTER, TUESDAY, OCTOBER 9 2018
RESOLUTION ADOPTING A LEGISLATIVE PROGRAM FOR THE 2019
SESSION OF THE VIRGINIA GENERAL ASSEMBLY AND
PETITIONING THE GENERAL ASSEMBLY TO FAVORABLY
CONSIDER THE TOPICS AND ISSUES ADDRESSED HEREIN
WHEREAS, the Board of Supervisors of Roanoke County, Virginia, has identified
major legislative issues of statewide concern to be considered by the 2019 session of
the Virginia General Assembly; and
WHEREAS, the Board adopts this resolution as its Legislative Program for the
2019 session of the Virginia General Assembly.
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Roanoke
County, Virginia, that the following legislative initiatives are submitted for its legislative
program for the 2019 session of the Virginia General Assembly for its favorable
consideration and adoption.
(1) Transportation
a. The County continues to be concerned about funding for our public
highways and roadways, and respectfully requests:
• Support and consideration of projects identified in the Regional
Study on Transportation Project Prioritization for Economic
Development and Growth (RVTPO TED Study, 2018);
• Completion of the Interstate 81 Corridor Improvement Plan which is
determining potential revenue sources and is targeting
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improvements for Interstate 81, with projects located in the
Roanoke Valley of utmost importance to Roanoke County;
• Funding for construction of 1-73;
• Support for a robust Revenue Sharing program with sufficient
funding to encourage localities to target and improve roadways;
• Opposing a pilot program for trucks over 90,000 pounds on 1-81 so
as to avoid additional truck traffic on an over -crowded interstate.
b. SMART SCALE
• While the General Assembly through HB 2313 (2013) addressed
transportation needs throughout the Commonwealth with the
SMART SCALE program, the County urges continued close and
ongoing monitoring and evaluation of the SMART SCALE model to
ensure that local needs are met.
• The County urges restored funding for the Secondary Six -Year
Plan to fill in the funding gap for general roadways to assist local
governments in providing needed secondary roads.
(2) Telecommunications
a. Broadband
• The County strongly supports efforts to expand broadband
capabilities in underserved and rural areas including protecting and
enhancing local authority to deploy broadband or partner with
others, public or private, to adequately serve unserved and
underserved areas.
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• Efforts to enhance the deployments of 5G technology must include
expansion of high-speed service to rural areas.
(3) Economic Development and Workforce Development
• The Virginia Jobs Investment Program (VJIP) received a budget
reduction of $3M for FY20 during the last General Assembly
session. The restoration of these funds is paramount to the Virginia
Economic Developers Association and to the Roanoke Valley. VJIP
has supported the growth of 14 companies in Roanoke County over
the last five years, leveraging the creation or retraining of 881 jobs
and over $130MM in capital investment. Restoring and preserving
job training funds is critical to support the training needs of growing
companies.
(4) Opioids
• The County supports all efforts, both state and federal, to support
solutions to the opioid crisis facing our citizens.
(5) Children's Services Act
• Propose legislation to allow the option of a public school special
educational program established and funded jointly by a local
governing body and school board for the purpose of providing
special education, related services or both within a public day
school. In the alternative, request that the Department of Education
develop a pilot program in certain local school divisions allowing a
process for redirecting federal, state and local funds, including CSA
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funds for the purpose of providing services currently offered in a
private day setting in the public school setting as an alternative.
• Identify a patron from the local legislative delegation to pursue this
mission.
(6) Recreational Activities and Child Day Programs Exemption
• Request clarification and amendment to Section 63.2-1715 of the
State Code to except recreational and after school programs run by
local governments from licensure and the Virginia Department of
Social Services oversight.
• Identify a patron from the local legislative delegation to sponsor the
M1
(7) Advertising -Public Notices
• The advent of social media and other electronic forms of
communication has fundamentally reshaped the means for
disseminating information to the public.
• The County supports legislation that would grant localities greater
flexibility to meet certain legal notice requirements including the
authority to advertise legal notices on local radio, television or on
the locality's website, in lieu of the newspaper advertisement
requirement.
(8) Law Enforcement and Mental Health
• The County strongly supports a sustained focus by the state on
Virginia's mental health services system to ensure, through
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evaluation and investment, that appropriate and effective outpatient
and in-patient services are available across the Commonwealth.
• The County encourages reforms that provide for alternative
placement for local jail inmates with serious mental health issues
which should not be left to be addressed by jail personnel.
(9) Local Retention of Revenue for Internet based services
• Support the Commonwealth's position on any Internet Sales Tax
revenues that allow for the greatest impact at the local level. This
Board intends to follow the debate over the use of future funds to
best fit maximum and optimal outcomes to the Roanoke Valley after
the U.S. Supreme Court case, South Dakota v. Wayfair.
(10) State and Local Fiscal Relationship
• Specific local revenue authority should not be upended or restricted
without granting alternative revenue sources, including Business,
Professional, and Occupational Licenses tax and Machinery and
Tool tax discussion.
• The County requests that local governments be included in study
commissions or other bodies formed to review local revenue
authority or governance.
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ACTION NO.
ITEM NO. F.1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
October 9, 2018
Ordinance authorizing and approving a lease agreement
between Roanoke County and CeIICo Partnership d/b/a
Verizon Wireless for a communications facility at 7415 Wood
Haven Road
Richard Caywood
Assistant County Administrator
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
CeIICo Partnership (Verizon Wireless) proposes to lease both rooftop and ground space
at the Green Ridge Recreation Facility for the purpose of installing a wireless
communication system.
BACKGROUND:
In August 2014, Roanoke County advertised Request for Proposal (RPF) 2015-046
soliciting interest from the wireless industry in locating cellular equipment on the
planned water tower at Green Ridge Recreation Center. At the time of the RFP,
construction of the water tower had not commenced. Verizon Wireless was the only
responding party to the RFP.
A number of factors delayed the completion of the water tower. After its completion,
Verizon Wireless proposed the idea of locating on the existing Green Ridge roof rather
than the water tower due to regulatory concerns regarding the proximity of the tower to
the airport.
DISCUSSION:
Staff has negotiated the attached draft lease which has the following general terms:
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Term: Five (5) years with four (4) additional five (5) -year terms at the discretion of
Verizon
Rent: $22,000 a year with a ten percent (10%) increase in the rent at each five (5) year
renewal.
Location: Antennas to be located on the rooftop of the stairwell with appropriate
screening. Other equipment located on the ground near existing mechanical equipment
such as the generator. Access to the rooftop is provided by a caged ladder system for
after-hours access. Access through the building is permitted during normal Green
Ridge operating hours with advance scheduling required.
FISCAL IMPACT:
Roanoke County will receive $671,560 over the life of the lease if it is renewed for all
four (4) of the term renewals.
STAFF RECOMMENDATION:
Staff recommends approval of the first reading of the ordinance and scheduling a
second reading and public hearing for October 23, 2018.
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AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION
CENTER, TUESDAY, OCTOBER 9, 2018
ORDINANCE AUTHORIZING AND APPROVING A LEASE
AGREEMENT BETWEEN ROANOKE COUNTY AND CELLCO
PARTNERSHIP D/B/A VERIZON WIRELESS FOR A
COMMUNICATIONS FACILITY AT 7415 WOOD HAVEN ROAD
WHEREAS, Roanoke County and CellCo Partnership d/b/a Verizon Wireless
("Verizon"), wish to enter into a ground lease for approximately 1,020 square feet of
property owned by the County at 7415 Wood Haven Road in Northwest County,
adjacent to and on the roof of the County's Green Ridge Recreation Facility, for
purposes of installing a wireless communications tower and supporting equipment; and
WHEREAS, the terms of the lease provide substantial revenue for the County in
rent from Verizon; and
WHEREAS, the parties have determined that such ground lease will not
adversely affect the operations of Green Ridge Recreational Center or otherwise have
any adverse effect on patrons of Green Ridge; and
WHEREAS, the communications tower at Green Ridge is an optimal location to
facilitate and enhance the existing cellular capabilities for citizens and visitors in the
County; and
WHEREAS, Section 18.04 of the Roanoke County Charter directs that the
acquisition or conveyance of an interest in real estate, including leases, shall be
accomplished by ordinance; the first reading of this ordinance was held on October 9,
2018, and the public hearing and second reading was held on October 23, 2018.
THEREFORE, BE IT ORDAINED by the Board of Supervisors of Roanoke
County, Virginia, as follows:
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1. The 2018 ground lease between Roanoke County and CELLCO PARTNERSHIP
be approved.
2. That the County Administrator or an Assistant County Administrator is hereby
authorized to execute a lease agreement on behalf of the Board of Supervisors
of Roanoke County and to execute such other documents and take such further
actions as are necessary to accomplish this transaction, all of which shall be
upon form and subject to the conditions by the County Attorney.
3. That this ordinance shall be effective on and from the date of its adoption.
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SITE NAME: Green Ridge Relocation
SITE NUMBER: 434526
BUILDING AND ROOFTOP LEASE AGREEMENT
This Building and Rooftop Lease Agreement (the "Agreement") made this day of
, 2018, between the Board of Supervisors of Roanoke County, Virginia, with its principal
offices located at 5204 Bernard Drive, Roanoke, Virginia 24018, hereinafter designated LESSOR and Cellco
Partnership d/b/a Verizon Wireless, with its principal offices at One Verizon Way, Mail Stop 4AW100,
Basking Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE.
LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or individually as the
"Party."
WITNESSETH
In consideration of the mutual covenants contained herein and intending to be legally bound
hereby, the Parties hereto agree as follows:
1. GRANT. In accordance with this Agreement, LESSOR hereby grants to LESSEE the right to install,
maintain and operate communications equipment ("Use") in and/or upon that certain building or
facility and the ground owned, leased or controlled by LESSOR at 7415 Wood Haven Road,
Roanoke, Virginia 24019 (the "Property"). The Property is legally described on Exhibit "A"
attached hereto and made a part hereof. LESSEE's communications equipment will be installed
on a portion of the Property consisting of approximately 600 square feet of lease space on the
ground ("Exterior Space") and approximately 420 square feet of rooftop space on the building
("Rooftop Space"), together with such additional space on the roof of the building sufficient for
the installation, operation and maintenance of antennas, and together with such additional space
within the building and on the roof of the Building and between the Exterior Space and Rooftop
Space for the installation, operation and maintenance of wires, cables, conduits and pipes
(collectively, the "Premises"). The Premises are shown in detail on Exhibit "B" attached hereto
and made a part hereof.
2. INITIAL TERM. This Agreement shall be effective as of the date of execution by both Parties
("Effective Date"). The initial term of the Agreement shall be for 5 years beginning on the
Commencement Date (as hereinafter defined). The "Commencement Date" shall be the first day
of the month after LESSEE begins installation of LESSEE's communications equipment. The parties
agree to acknowledge the Commencement Date in writing.
3. EXTENSIONS. This Agreement shall automatically be extended for 4 additional 5 year terms unless
Lessee terminates it at the end of the then current term by giving LESSOR written notice of the
intent to terminate at least 3 months prior to the end of the then current term. The initial term
and all extensions shall be collectively referred to herein as the "Term".
4. RENTAL.
(a). Rental payments shall begin on the Commencement Date and be due at a total annual
rental of $22,000.00 to be paid in equal monthly installments on the first day of the month,
in advance, to LESSOR at 5204 Bernard Drive, Roanoke, Virginia 24018 or to such other
person, firm, or place as LESSOR may, from time to time, designate in writing at least 30 days
in advance of any rental payment date by notice given in accordance with Paragraph 22
below. LESSOR and LESSEE acknowledge and agree that the initial rental payment may not
be delivered by LESSEE until at least 90 days after the Commencement Date. Upon agreement
of the Parties, LESSEE may pay rent by electronic funds transfer and in such event, LESSOR
agrees to provide to LESSEE bank routing information for such purpose upon request of
LESSEE.
(b). For any party to whom rental payments are to be made, LESSOR or any successor in
interest of LESSOR hereby agrees to provide to LESSEE (i) a completed, current version of
Internal Revenue Service Form W-9, or equivalent; (ii) complete and fully executed state and
local withholding forms if required; and (iii) other documentation to verify LESSOR's or such
other party's right to receive rental as is reasonably requested by LESSEE. Rental shall accrue
in accordance with this Agreement, but LESSEE may not deliver rental payments for up to 90
days after the requested documentation has been received by LESSEE. Upon receipt of the
requested documentation.
(c). The annual rent for each five (5) year extension term shall increase ten (10%) percent over
the annual rent due for the immediately preceding five (5) year term.
5. ACCESS.
(a). Pursuant to the terms of this Agreement, LESSOR agrees the LESSEE shall have free access
to the Premises Monday through Friday during normal business hours, Sam to 6pm local time,
provided that LESSEE shall provide at least twenty-four (24) hours advance notice by calling
LESSOR at [540-777-6300] or via electronic mail at [sshiflett@roanokecountyva.gov and
dblount@roanokecountyva.gov] over the Property to and from the Premises and between
the Exterior Space and the Rooftop Space for the purpose of installation, operation and
maintenance of LESSEE's communications equipment ("Easement"), which shall be depicted
on Exhibit "B". Given the nature of LESSOR's facility as a recreation and aquatics facility where
minor children participate in recreation and other activities, LESSEE and LESSEE's agents and
subcontractors will be escorted through the building where LESSEE must access the roof and
LESSEE's communications equipment via the interior of the LESSOR's building during normal
business hours. Access to the Premises after said normal business hours for non -emergencies
may be arranged subject to LESSOR's prior approval. LESSOR consents to allow LESSEE to
install a caged ladder in a mutually agreeable location on the exterior of the building to access
LESSEE's communications equipment after normal business hours and in the event of
emergencies. The foregoing notwithstanding, in the event of an emergency, LESSEE may have
immediate access to the Premises provided that LESSEE shall provide as much advance notice
as reasonably practical under the circumstances by calling LESSOR at [540-204-6700]. LESSOR
will notify LESSEE in writing of any change in the foregoing telephone numbers or email
address. LESSEE may use the Easement for the installation, operation and maintenance of
wires, cables, conduits and pipes for all necessary electrical, telephone, fiber and other similar
support services. Without limitation, the Premises may include certain space within the
building, on the roof of the building or elsewhere on the building sufficient for the installation,
operation and maintenance of communications equipment. Notwithstanding anything to the
contrary, the Premises shall include (1) such additional space necessary for the installation,
operation and maintenance of wires, cables, conduits and pipes running between and among
2
the various portion of the Premises and between the Exterior Space and the Rooftop Space
and to all necessary electrical, telephone, fiber and other similar support services located
within the Property or the nearest public right of way, and (2) such additional space sufficient
for LESSEE's radio frequency signage and/or barricades as are necessary to ensure LESSEE's
compliance with Laws (as defined in Paragraph 29). In the event it is necessary, LESSOR agrees
to grant LESSEE or the provider the right to install such services on, through, over and/or
under the Property, provided the location of such services shall be reasonably approved by
LESSOR.
( b). LESSEE certifies that it will conduct or cause to be conducted standard criminal history
checks on all of Lessee's employees who will work on the Premises, including state and/or
county based criminal background checks and a state and national sex offender registry check,
as well as any other background checks required by applicable law consistent with the duties
and responsibilities associated with such individuals' positions and locations of work. LESSEE
agrees to use contractors who are bonded, licensed and insured, and upon request from
LESSOR, LESSEE will provide a copy of LESSEE's contractors to LESSOR.
6. CONDITION OF PROPERTY. LESSOR shall deliver the Premises to LESSEE in a condition ready for
LESSEE's Use and clean and free of debris. LESSOR represents and warrants to LESSEE that as of
the Effective Date, the structure of the building (including without limitation the roof,
foundations, exterior walls), the common areas and all building systems (including, without
limitation, the plumbing, electrical, ventilating, air conditioning, heating, and loading doors, if any)
are (a) in good operating condition and free of any leakage; (b) in compliance with all Laws; and
(c) in compliance with all EH&S Laws (as defined in Paragraph 26).
7. ELECTRICAL.
(a). If permitted by the local utility company serving the Premises, LESSEE shall furnish and
install an electrical meter at the Premises for the measurement of electrical power used by
LESSEE at the Premises and LESSEE shall pay the utility company directly.
(b). If an electrical meter is not permitted, then LESSEE may furnish and install an electrical
sub -meter at the Premises for the measurement of electrical power used by LESSEE at the
Premises and shall pay the utility company directly if permitted by the utility company.
(c). In the event a sub -meter is installed and the utility company will not permit LESSEE to pay
the utility company directly, then the LESSOR shall read LESSEE's sub -meter on a monthly
basis and provide LESSEE with an invoice for LESSEE's power consumption on an annual basis.
Each invoice shall reflect charges only for LESSEE's power consumption based on the average
kilowatt hour rate actually paid by LESSOR to the utility, without mark up or profit.
(d). All invoices for power consumption shall be sent by LESSOR to LESSEE at Verizon Wireless,
M/S 3846, P.O. Box 2375, Spokane, WA 99210-2375, and shall be provided to LESSEE within
90 days following the conclusion of each calendar year (otherwise, LESSOR waives the right
to collect applicable electrical charges). Upon written request from LESSEE, LESSOR shall
provide copies of electricity bills received by LESSOR during any period that LESSOR submits
3
invoices to LESSEE for reimbursement and for that same period LESSOR shall provide
documentation of the sub -meter readings applicable to such periods. LESSEE shall pay each
invoice within 45 calendar days after receipt of the invoice from LESSOR.
(e). LESSEE shall be permitted to install, maintain and/or provide access to and use of, as
necessary (during any power interruption at the Premises), a temporary power source, and
all related equipment and appurtenances within the Premises, or elsewhere on the Property
in such locations as reasonably approved by LESSOR. LESSEE shall have the right to install
conduits connecting the temporary power source and related appurtenances to the Premises.
8. IMPROVEMENTS. The communications equipment including, without limitation, antennas,
conduits, and other improvements shall be at LESSEE's expense and installation shall be at the
discretion and option of LESSEE. LESSEE shall have the right to replace, repair, add or otherwise
modify its communications equipment, antennas, conduits or other improvements or any portion
thereof and the frequencies over which the communications equipment operates, whether or not
any of the communications equipment, antennas, conduits or other improvements are listed on
any exhibit. However, all LESSEE equipment, which is visible on or around the exterior of the
Building, shall be screened or otherwise camouflaged in a manner designed to be aesthetically
pleasing and in keeping with the architectural design features of the Building, such screening to
be constructed of materials mutually agreed upon by the Parties and as shown on Exhibit B.
LESSOR shall have to right to review and approve all such screening prior to installation by LESSEE,
such approval shall not be unreasonably withheld.
9. GOVERNMENT APPROVALS. LESSEE's Use is contingent upon LESSEE obtaining all of the
certificates, permits and other approvals (collectively the "Government Approvals") that may be
required by any Federal, State or Local authorities (collectively, the "Government Entities") as well
as a satisfactory structural analysis of the building or other structure that will permit LESSEE's Use.
LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action
which would adversely affect the status of the Property with respect to LESSEE's Use.
10. TERMINATION. LESSEE may, unless otherwise stated, immediately terminate this Agreement
upon written notice to LESSOR in the event that (i) any applications for such Government
Approvals should be finally rejected; (ii) any Government Approval issued to LESSEE is canceled,
expires, lapses or is otherwise withdrawn or terminated by any Government Entity; (iii) LESSEE
determines that such Government Approvals may not be obtained in a timely manner; (iv) LESSEE
determines any structural analysis is unsatisfactory; (v) LESSEE, in its sole discretion, determines
the Use of the Premises is obsolete or unnecessary; (vii) with 3 months prior notice to LESSOR,
upon the annual anniversary of the Commencement Date; or (viii) at any time before the
Commencement Date for any reason or no reason in LESSEE's sole discretion.
11. MAINTENANCE. LESSEE will maintain LESSEE's communications equipment within the Premises
in good condition, reasonable wear and tear and casualty damage excepted. LESSOR shall
maintain, in good operating condition and repair, the structural elements of the building and the
Premises, and all building systems (including, but not limited to, the foundations, exterior walls,
structural condition of interior bearing walls, exterior roof, fire sprinkler and/or standpipe and
4
hose or other automatic fire extinguishing system, fire hydrants, parking lots, walkways,
parkways, driveways, landscaping, fences, signs and utility systems serving the common areas)
and the common areas.
12. INDEMNIFICATION. The provisions in this Section 12 are subject to all protections and limitations
afforded to LESSOR pursuant to the applicable state tort claims act, the state constitution, or
other statute, regulation, or ordinance: Subject to Paragraph 13, each party and/or any successor
and/or assignees thereof, shall indemnify and hold harmless the other Party, and/or any
successors and/or assignees thereof, against (i) any and all claims of liability or loss from personal
injury or property damage resulting from or arising out of the negligence or willful misconduct of
the indemnifying Party, its employees, contractors or agents, except to the extent such claims or
damages may be due to or caused by the negligence or willful misconduct of the other Party, or
its employees, contractors or agents, and (ii) reasonable attorney's fees, expense, and defense
costs incurred by the indemnified Party. Where a claim is the result of the concurrent acts of the
Parties, each Party shall be liable under this Paragraph 10 to the extent of its fault or liability
therefor. The indemnified Party will provide the indemnifying Party with prompt, written notice
of any claim that is subject to the indemnification obligations in Paragraph 10. The indemnified
Party will cooperate appropriately with the indemnifying Party in connection with the
indemnifying Party's defense of such claim. The indemnifying Party shall defend any indemnified
Party, at the indemnified Party's request, against any claim with counsel reasonably satisfactory
to the indemnified Party. The indemnifying Party shall not settle or compromise any such claim
or consent to the entry of any judgment without the prior written consent of each indemnified
Party and without an unconditional release of all claims by each claimant or plaintiff in favor of
each indemnified Party. All indemnification obligations shall survive the termination or expiration
of this Agreement.
13. INSURANCE.
(a). The Parties agree that at their own cost and expense, each will maintain commercial
general liability insurance with limits of $2,000,000 for bodily injury (including death) and
property damage each occurrence. The Parties agrees to include the other Party as an
additional insured, by a blanket additional insured endorsement, as their interest may appear
under this Agreement, on all such commercial liability policies. Upon the execution of this
Agreement and taking occupancy pursuant to the terms of this Agreement, LESSEE shall
present its certificate of insurance, with blanket additional insured endorsement, to LESSOR.
(b). LESSOR shall obtain and keep in force during the Term a policy or policies insuring against
loss or damage to the building with a commercially reasonable valuation, as the same shall
exist from time to time without a coinsurance feature. LESSOR's policy or policies shall insure
against all risks of direct physical loss or damage (except the perils of flood and earthquake
unless required by a lender or included in the base premium), including coverage for any
additional costs resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement of any
undamaged sections of the building required to be demolished or removed by reason of the
5
enforcement of any building, zoning, safety or land use laws as the result of a covered loss,
but not including plate glass insurance.
14. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 12 and 26, a
violation of Paragraph 31, or a violation of law, neither Party shall be liable to the other, or any of
their respective agents, representatives, or employees for any lost revenue, lost profits,
diminution in value of business, loss of technology, rights or services, loss of data, or interruption
or loss of use of service, incidental, punitive, indirect, special, trebled, enhanced or consequential
damages, even if advised of the possibility of such damages, whether such damages are claimed
for breach of contract, tort (including negligence), strict liability or otherwise, unless applicable
law forbids a waiver of such damages.
15. INTERFERENCE.
(a). LESSEE agrees that LESSEE will not cause interference that is measurable in accordance
with industry standards to LESSOR's equipment. LESSOR agrees that LESSOR and other
occupants of the Property will not cause interference that is measurable in accordance with
industry standards to the then existing equipment of LESSEE.
(b). Without limiting any other rights or remedies, if interference occurs and continues for a
period in excess of 24 hours following notice to the interfering party via telephone to LESSEE'S
Network Operations Center (at (800) 621-2622) or to LESSOR at (540-777-6300), the
interfering party shall or shall require any other user to reduce power or cease operations of
the interfering equipment until the interference is cured.
16. REMOVAL AT END OF TERM. Upon expiration or within 90 days of earlier termination, LESSEE shall
remove LESSEE's Communications Equipment and restore the Premises to its original condition,
reasonable wear and tear and casualty damage excepted. LESSOR agrees and acknowledges that
the communications equipment shall remain the personal property of LESSEE and LESSEE shall
have the right to remove the same at any time during the Term, whether or not said items are
considered fixtures and attachments to real property under applicable laws. If such time for
removal causes LESSEE to remain on the Premises after termination of the Agreement, LESSEE
shall pay rent in accordance with Paragraph 17.
17. HOLDOVER. If LESSEE holds over after the expiration or earlier termination of the Term, then this
Agreement shall continue on a month to month basis at the then existing monthly rental rate or
the existing monthly pro -rata basis if based upon a longer payment term, until the removal of the
communications equipment is completed.
18. RIGHT OF FIRST REFUSAL. If at any time after the Effective Date, LESSOR receives an offer or
letter of intent from any person or entity that is in the business of owning, managing or operating
communications facilities or is in the business of acquiring landlord interests in agreements
relating to communications facilities, to purchase fee title, an easement, a lease, a license, or any
other interest in the Premises or any portion thereof or to acquire any interest in this Agreement,
or an option for any of the foregoing, LESSOR shall provide written notice to LESSEE of said offer
("LESSOR's Notice"). LESSOR's Notice shall include the prospective buyer's name, the purchase
price being offered, any other consideration being offered, the other terms and conditions of the
offer, a description of the portion of and interest in the Premises and/or this Agreement which
will be conveyed in the proposed transaction, and a copy of any letters of intent or form
agreements presented to LESSOR by the third party offeror. LESSEE shall have the right of first
refusal to meet any bona fide offer of sale or transfer on the terms and conditions of such offer
or by effectuating a transaction with substantially equivalent financial terms. If LESSEE fails to
provide written notice to LESSOR that LESSEE intends to meet such bona fide offer within 30 days
after receipt of LESSOR's Notice, LESSOR may proceed with the proposed transaction in
accordance with the terms and conditions of such third party offer, in which event this Agreement
shall continue in full force and effect and the right of first refusal described in this paragraph shall
survive any such conveyance to a third party. If LESSEE provides LESSOR with notice of LESSEE's
intention to meet the third party offer within 30 days after receipt of LESSOR's Notice, then if
LESSOR's Notice describes a transaction involving greater space than the Premises, LESSEE may
elect to proceed with a transaction covering only the Premises and the purchase price shall be
pro -rated on a square footage basis. Further, LESSOR acknowledges and agrees that if LESSEE
exercises this right of first refusal, LESSEE may require a reasonable period of time to conduct due
diligence and effectuate the closing of a transaction on substantially equivalent financial terms of
the third party offer. LESSEE may elect to amend this Agreement to effectuate the proposed
financial terms of the third party offer rather than acquiring fee simple title or an easement
interest in the Premises. For purposes of this Paragraph, any transfer, bequest or devise of
LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or intestate
succession, or any conveyance to LESSOR's family members by direct conveyance or by
conveyance to a trust for the benefit of family members shall not be considered a sale for which
LESSEE has any right of first refusal.
19. RIGHTS UPON SALE. Should LESSOR, at any time during the Term, decide (i) to sell or otherwise
transfer all or any part of the Property, or (ii) to grant to a third party by easement or other legal
instrument an interest in and to any portion of the Premises or Easement, such sale, transfer, or
grant of an easement or interest therein shall be under and subject to this Agreement and any
such purchaser or transferee shall recognize LESSEE's rights hereunder. In the event that LESSOR
completes any such sale, transfer, or grant described in this paragraph without executing an
assignment of the Agreement whereby the third party agrees in writing to assume all obligations
of LESSOR under this Agreement, then LESSOR shall not be released from its obligations to LESSEE
under this Agreement, and LESSEE shall have the right to look to LESSOR and the third party for
the full performance of the Agreement.
20. LESSOR'S TITLE. LESSOR covenants that LESSEE, on paying the rent and performing the covenants
herein, shall peaceably and quietly have, hold and enjoy the Premises. LESSOR represents and
warrants to LESSEE as of the Effective Date and covenants during the Term that LESSOR has full
authority to enter into and execute this Agreement and that there are no liens, judgments,
covenants, easements, restrictions or other impediments of title that will adversely affect
LESSEE's Use.
7
21. ASSIGNMENT. Without any approval or consent of the other Party, this Agreement may be sold,
assigned or transferred by either Party to (i) any entity in which the Party directly or indirectly
holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or
similar interest in the Party; or (iii) any entity directly or indirectly under common control with the
Party. LESSEE may assign this Agreement to any entity which acquires all or substantially all of
LESSEE's assets in the market defined by the FCC in which the Property is located by reason of a
merger, acquisition or other business reorganization without approval or consent of LESSOR. As
to other parties, this Agreement may not be sold, assigned or transferred without the written
consent of the other Party, which such consent will not be unreasonably withheld, delayed or
conditioned. No change of stock ownership, partnership interest or control of LESSEE or transfer
upon partnership or corporate dissolution of either Party shall constitute an assignment
hereunder.
22. NOTICES. Except for notices permitted via telephone in accordance with Paragraph 15, all notices
hereunder must be in writing and shall be deemed validly given if sent by certified mail, return
receipt requested or by commercial courier, provided the courier's regular business is delivery
service and provided further that it guarantees delivery to the addressee by the end of the next
business day following the courier's receipt from the sender, addressed as follows (or any other
address that the Party to be notified may have designated to the sender by like notice):
LESSOR: Board of Supervisors of Roanoke County, Virginia
Rob Light, Director of General Services
1216 Kessler Mill Road
Salem, Virginia 24153
LESSEE: Cellco Partnership d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the
foregoing.
23. DEFAULT. It is a "Default" if (i) either Party fails to comply with this Agreement and does not
remedy the failure within 30 days after written notice by the other Party or, if the failure cannot
reasonably be remedied in such time, if the failing Party does not commence a remedy within the
allotted 30 days and diligently pursue the cure to completion within 90 days after the initial
written notice, or (ii) LESSOR fails to comply with this Agreement and the failure interferes with
LESSEE's Use and LESSOR does not remedy the failure within 5 days after written notice from
LESSEE or, if the failure cannot reasonably be remedied in such time, if LESSOR does not
commence a remedy within the allotted 5 days and diligently pursue the cure to completion
within 15 days after the initial written notice. The cure periods set forth in this Paragraph 24 do
not extend the period of time in which either Party has to cure interference pursuant to Paragraph
15 of this Agreement.
H.�
24. REMEDIES. In the event of a Default, without limiting the non -defaulting Party in the exercise of
any right or remedy which the non -defaulting Party may have by reason of such default, the non -
defaulting Party may terminate this Agreement and/or pursue any remedy now or hereafter
available to the non -defaulting Party under the Laws or judicial decisions of the state in which the
Property is located. Further, upon a Default, the non -defaulting Party may at its option (but
without obligation to do so), perform the defaulting Party's duty or obligation. The costs and
expenses of any such performance by the non -defaulting Party shall be due and payable by the
defaulting Party upon invoice therefor. If LESSEE undertakes any such performance on LESSOR's
behalf and LESSOR does not pay LESSEE the full amount within 30 days of its receipt of an invoice
setting forth the amount due, LESSEE may offset the full amount due against all fees due and
owing to LESSOR under this Agreement until the full amount is fully reimbursed to LESSEE.
25. ENVIRONMENTAL. LESSEE shall conduct its business in compliance with all applicable laws
governing the protection of the environment or employee health and safety ("EH&S Laws").
LESSEE shall indemnify and hold harmless the LESSOR from claims to the extent resulting from
LESSEE's violation of any applicable EH&S Laws or to the extent that LESSEE causes a release of
any regulated substance to the environment. The provisions in this Section 25 are subject to all
protections and limitations afforded to LESSOR pursuant to the applicable state tort claims act,
state constitution, or other statute, regulation, or ordinance: LESSOR shall indemnify and hold
harmless LESSEE from all claims resulting from the violation of any applicable EH&S Laws or a
release of any regulated substance to the environment except to the extent resulting from the
activities of LESSEE. The Parties recognize that LESSEE is only leasing a small portion of LESSOR's
Property and that LESSEE shall not be responsible for any environmental condition or issue except
to the extent resulting from LESSEE's specific activities and responsibilities. In the event that
LESSEE encounters any hazardous substances that do not result from its activities, LESSEE may
relocate its facilities to avoid such hazardous substances to a mutually agreeable location or, if
LESSEE desires to remove at its own cost all or some the hazardous substances or materials (such
as soil) containing those hazardous substances, LESSOR agrees to sign any necessary waste
manifest associated with the removal, transportation and/or disposal of such substances.
26. CASUALTY. If a fire or other casualty damages the Property or the Premises and impairs LESSEE's
Use, rent shall abate until LESSEE'S Use is restored. If LESSEE's Use is not restored within 45 days,
LESSEE may terminate this Agreement.
27. CONDEMNATION. If a condemnation of any portion of the Property or Premises impairs LESSEE's
Use, LESSEE may terminate this Agreement. LESSEE may on its own behalf make a claim in any
condemnation proceeding involving the Premises for losses related to LESSEE's communications
equipment, relocation costs and, specifically excluding loss of LESSEE's leasehold interest, any
other damages LESSEE may incur as a result of any such condemnation.
28. APPLICABLE LAWS. This Agreement and any disputes arising out of this Agreement shall be
governed by the laws of the Commonwealth of Virginia. During the Term, LESSOR shall maintain
the Property in compliance with all applicable laws, EH&S Laws, rules, regulations, ordinances,
directives, covenants, easements, consent decrees, zoning and land use regulations, and
E
restrictions of record, permits, building codes, and the requirements of any applicable fire
insurance underwriter or rating bureau, now in effect or which may hereafter come into effect
(including, without limitation, the Americans with Disabilities Act and laws regulating hazardous
substances) (collectively "Laws"). LESSEE shall, in respect to the condition of the Premises and at
LESSEE's sole cost and expense, comply with (i) all Laws relating solely to LESSEE's specific and
unique nature of use of the Premises; and (ii) all building codes requiring modifications to the
Premises due to the improvements being made by LESSEE in the Premises. It shall be LESSOR's
obligation to comply with all Laws relating to the Property, without regard to specific use
(including, without limitation, modifications required to enable LESSEE to obtain all necessary
building permits).
29. TAXES.
(a). LESSOR shall invoice and LESSEE shall pay any applicable transaction tax (including sales,
use, gross receipts, or excise tax) imposed on the LESSEE and required to be collected by the
LESSOR based on any service, rental space, or equipment provided by the LESSOR to the
LESSEE. LESSEE shall pay all personal property taxes, fees, assessments, or other taxes and
charges imposed by any Government Entity that are imposed on the LESSEE and required to
be paid by the LESSEE that are directly attributable to the LESSEE's equipment or LESSEE's use
and occupancy of the Premises. Payment shall be made by LESSEE within 60 days after
presentation of a receipted bill and/or assessment notice which is the basis for such taxes or
charges. LESSOR shall pay all ad valorem, personal property, real estate, sales and use taxes,
fees, assessments or other taxes or charges that are attributable to LESSOR's Property or any
portion thereof imposed by any Government Entity.
(b). LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal,
challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or
partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE's
expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in
the preceding sentence, including but not limited to, executing any consent, appeal or other
similar document. In the event that as a result of any appeal or challenge by LESSEE, there is
a reduction, credit or repayment received by the LESSOR for any taxes previously paid by
LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction, credit
or repayment. In the event that LESSEE does not have the standing rights to pursue a good
faith and reasonable dispute of any taxes under this paragraph, LESSOR will pursue such
dispute at LESSEE's sole cost and expense upon written request of LESSEE.
30. NON -DISCLOSURE. To the extent permitted by law, the Parties agree this Agreement and any
information exchanged between the Parties regarding the Agreement are confidential.
31. MISCELLANEOUS. This Agreement contains all agreements, promises and understandings
between the LESSOR and the LESSEE regarding this transaction, and no oral agreement, promises
or understandings shall be binding upon either the LESSOR or the LESSEE in any dispute,
controversy or proceeding. This Agreement may not be amended or varied except in a writing
signed by all Parties. This Agreement shall extend to and bind the heirs, personal representatives,
successors and assigns hereto. The failure of either party to insist upon strict performance of any
10
of the terms or conditions of this Agreement or to exercise any of its rights hereunder shall not
waive such rights and such party shall have the right to enforce such rights at any time. The
performance of this Agreement shall be governed, interpreted, construed and regulated by the
laws of the state in which the Premises is located without reference to its choice of law rules.
Except as expressly set forth in this Agreement, nothing in this Agreement shall grant, suggest or
imply any authority for one Party to use the name, trademarks, service marks or trade names of
the other for any purpose whatsoever. LESSOR agrees to execute a Memorandum of this
Agreement, which LESSEE may record with the appropriate recording officer. The provisions of
the Agreement relating to indemnification from one Party to the other Party shall survive any
termination or expiration of this Agreement.
[Signature page follows. The remainder of this page is intentionally blank.]
11
J
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals
the day and year first above written.
WITNESSES:
By:
Name:
By:_
Name:
12
LESSOR:
Board of Supervisors of
Roanoke County, Virginia
By:
Name:
Title:
Date:
LESSEE:
Cellco Partnership d/b/a Verizon Wireless
By:
Name: Thomas O'Malley
Title: Director -Network Field Engineering
Date:
EXHIBIT "A"
DESCRIPTION OF PROPERTY
BEI'.�1G that certain lot or parcel of land located off Wood Haven
Road, with all rights and appurtenances thereunto belonging,
containing 1.1.965 acres, more or less, and being described as
"Parcel E3" on "flat Showing Combination and Subdivision for
English Construction Company, Inc. Creating Parcel B (11.965 ac.)
and Parcel A (178.106 ac.), Hollins Magisterial District Roanoke
County, Virginia," by Hurt & Proffitt, dated December 10, 2007,
Revised March 5, 2008, a copy of which is being
contemporaneously recorded in the Clerk's Office of the Circuit.
Court for the County of Roanoke, Virginia; and 12 o0 8 0311+.3
BEING a portion of the property conveyed to Grantor by deed
from Adarns Construction Company dated March ? 7, 1989, and
recorded in the aforesaid Clerk's Office in Deed Book 13+03 at
page 13 25 .
EXHIBIT "B"
SITE PLAN OF PREMISES
(See Attached for Survey and Lease Exhibit)
LESSEE Exterior Space referred to as "Lease Space" herein.
14
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I
I EXlS7/NG
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AREA
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PROPOSED LESSEE 14'X30'
ROOFTOP LEASE AREA FOR
ANTENNAS ON EXISTING STAIRWELL
PROPOSED LESSEE 20'X3
LEASE AREA FOR EQUIPMENT0'
AT GROUND LEVEL
I I/ \V
PROPOSED LESSEE 20' WIDE
ACCESS/UTILITY EASEMENT -'1
m
EX/STING
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UTILITY
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PROPOSED LESSEE 20' WIDE �^\
ACCESS/UTILITY EASEMENT / \
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AREA
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/\ \
EXISTING \ \ \
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EXISTINGK
WATER TANK \ \ \
EXISTING
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PARCEL INFORMATION
OWNER: ROANOKE COUNTY BOARD OF SUPERVISORS
ADDRESS: 7415 WOOD HAVEN ROAD, ROANOKE. VA 24019
PARCEL NO: 026.18-01-15.00-0000
ZONING: 1-2
ACREAGE: 11.96 ACRES
'
TOTALLY COMMITTED
NB+C ENGINEERING SOMICES$ LLC.
60.15 WATERFRGNT DRIVE, SUITE fro
GLEN ALLEN. VA YJOW
SITE PLAN
GREEN RIDGE RELO
VERIZON NSB
7415 WOOD HAVEN RD
ROANOKE, VA 24019
ROANOKE COUNTY
SUBMITTALS
SITE INFORMATION
REV
DATE BY
SITE VISIT BY: JAD
1
06/12/18 JA
DATE: 03/01/18
2
06/14/18 CC
LAT (NAD 83): 37° 20' 15.7843"
3
09/06/18 JA
LONG (NAD 83):-79'59'38 .4370"
4
09/25/18 A
SHEET 1 OF 3
NOT FOR CONSTRUCTION
PROPOSED LESSEE 20'
WIDE ACCESS/UTILITY
EASEMENT
EXISTING CO2 TANK
TO BE RELOCATED
NOTE: EXISTING
#3
PROPOSED FENCED COMPOUND
MATERIAL TO BE MUTUALLY \\ \\
APPROVED BY LESSOR AND LESSEE - -- - \
EXISTING .SPRINKLER
\ \\ CONTROL BOX
\ \ PROPOSED LESSEE
\ \ 20'X30' LEASE AREA
\ \ FOR EQUIPMENT
\ EXISTING \\ PROPOSED LESSEE 20'
\ ORIt/EWAY \ WIDE ACCESS/UTILITY
\ EASEMENT
EXISTING \ \
TREELINE \ \
IN '44 TM
TOTALLY COMMITTED
NB -C ENGINEERING SERVICES, LLC.
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FOR ANTENNAS
SUBMITTALS SITE INFORMATION
REV DATE BY SITE VISIT BY: JAD
1 06/12/18 A DATE: 03/01/18
2 06/14/18 CC LAT (NAD 83): 37° 20' 15.7843"
1 3 109/06/180ACII LONG (NAD 83): -79° 59'38.4370" 1
SHEET 2 OF 3
NOT FOR CONSTRUCTION
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SUBMITTALS
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SHEET 3 OF 3
ACTION NO.
ITEM NO. G.1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
October 9, 2018
Ordinance approving and authorizing the execution of a
Cable Television Franchise Agreement by and between the
County of Roanoke, Virginia and CoxCom, Inc., d/b/a/ Cox
Communications, Roanoke
Mary Beth Nash
Senior Assistant County Attorney
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
This ordinance reflects the County's proposed ten-year franchise agreement with Cox
for provision of cable services to citizens in the County. The governing bodies for the
Town of Vinton and City of Roanoke are considering franchise agreements with Cox
that contain the same terms.
BACKGROUND:
The existing cable franchise agreement was enacted in October 2003; it expires 31
October 2018. Since the enactment of the franchise agreement in 2003, the General
Assembly has approved Ordinance Cable Franchises, as set forth in Title 15.2-2108.21
of the Code of Virginia, which establishes the criteria and procedures by which a
provider of cable services may obtain permission to operate in the locality as an
alternative to a negotiated cable franchise. Alternatively, local governments may
continue to grant a negotiated cable franchise in accordance with Title VI of the
Communications Act of 1934, as amended, 47 U.S.C. § 521 et seq., and as provided by
State law. The County, the Town of Vinton and the City of Roanoke have been
engaged in negotiations for the pending Cable Franchise Agreement for approximately
eighteen months.
Page 1 of 2
DISCUSSION:
This proposed Franchise Agreement is for a term of ten years. Under the terms of the
Agreement, Cox will continue to provide courtesy service to County buildings and
schools.
FISCAL IMPACT:
In lieu of franchise fees previously imposed, Cox remits the Communications Sales and
Use tax on its revenue to the Virginia Department of Taxation; a portion of the tax is
disbursed monthly to the County.
There have been no changes since the first reading of this ordinance on September 25,
2018.
STAFF RECOMMENDATION:
Staff recommends approval of the proposed ordinance.
Page 2 of 2
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION
CENTER ON TUESDAY, OCTOBER 9, 2018
ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION
OF A CABLE TELEVISION FRANCHISE AGREEMENT BY AND
BETWEEN THE COUNTY OF ROANOKE, VIRGINIA AND COXCOM,
INC., d/b/a COX COMMUNICATIONS, ROANOKE
WHEREAS, by Agreement dated 1 November 2003, the County entered into a
Cable Television Franchise Agreement for a term of 15 years with CoxCom, Inc. d/b/a
Cox Communications Roanoke (hereinafter, "Cox"), which was authorized by Ordinance
No. 102803-13; and
WHEREAS, representatives of the County, along with representatives of
Roanoke City and the Town of Vinton, have been renegotiating a renewal agreement
with Cox; and
WHEREAS, such negotiations have been completed and a Cable Television
Franchise Agreement acceptable to the County of Roanoke, and also to the City of
Roanoke and the Town of Vinton, has been reached, subject to approval by the
Roanoke County Board of Supervisors and the respective governing bodies of the City
and the Town; and
WHEREAS, Cox is prohibited by federal law from operating a cable television
system within any jurisdiction without a franchise agreement or extension as defined by
federal law; and
WHEREAS, Cox remits taxes on its revenue to the Commonwealth consistent
with the requirements of the Communications Sales and Use Tax, and such revenue is
distributed to the County from the Commonwealth Department of Taxation; and
Page 1 of 3
WHEREAS, the first reading of this ordinance and on the County's adoption of a
revised Cable Television Franchise Ordinance was held on 25 September 2018, and
the second reading and public hearing of this ordinance and the revised Cable
Television Franchise Ordinance was held on 9 October 2018, at which public hearing
citizens and parties in interest were afforded an opportunity to be heard on such
matters; and
WHEREAS, the Board of Supervisors previously passed Ordinance 102803-12,
on 28 October 2003, Providing for One or More Non -Exclusive Franchises to Construct,
Operate and Maintain One or More Cable Television Systems within the County of
Roanoke, and such Ordinance shall remain in effect with this renewed cable franchise
agreement between Cox and the County.
BE IT ORDAINED by the Board of Supervisors of Roanoke County as follows:
1. The Board of Supervisors hereby approves the terms of the Cable
Television Franchise Agreement by and between the County of Roanoke, Virginia and
CoxCom, Inc. d/b/a/ Cox Communications, Roanoke, as of 1 November 2018, attached
hereto.
2. The County Administrator is authorized to execute, on behalf of the
County, a Cable Television Franchise Agreement by and between the County and
CoxCom, Inc., d/b/a Cox Communications Roanoke in a form substantially similar to the
one attached hereto, and in a form approved by the County Attorney. Such Agreement
will provide for a term of ten years, from 1 November 2018 through 31 October 2028,
courtesy basic cable service for government and school buildings, and such other terms
and conditions as are deemed to be in the best interests of the County of Roanoke.
Page 2 of 3
3. The County Administrator is further authorized to take such further actions
and execute such additional documents as may be necessary to implement and
administer such Cable Television Franchise Agreement.
4. This ordinance shall be in full force and effect from its passage.
Page 3 of 3
CABLE TELEVISION FRANCHISE
AGREEMENT
by and between
THE COUNTY OF ROANOKE,
VIRGINIA,
and
COXCOM, LLC
as of
NOVEMBER 1, 2018
TABLE OF CONTENTS
Section 1.
DEFINITIONS -----------------------------------'2
Section 2.
GRANT (}FAUTHORITY; LIMITS AND RESERVATIONS ...............................
2
2.[ Grant ..................................................................................................................
2
2.2. Construction of Agreement ................................................................................
2
2.3. Police Powers .....................................................................................................
3
Section 3.
FRANCHISE EFFECTIVE DATE AND TERM ......................................................
3
Section 4.
INTERCONNECT .---------------------------------.
3
4.1. Interconnection Method .....................................................................................
3
42 BG Interconnection
4
4.3. Interconnection Terms ........................................................................................
4
Section 5.
CABLE SYSTEM CAPABILITY AND CONSTRUCTION . -----------.4
5.1. Cable System Characteristics .............................................................................
4
5.2. Technical Performance .----------------------------'7
5.3. Cable System Construction and Maintenance ....................................................
7
5.4. Emergency AJcd ---------------------------'g
5.5. Cable System Capability and Construction Terms .............................................
v
5.6. State o[the Art --------------------------------'g
5.7. Annual Technology Summit Meeting
|O
Section 6.
PEG ACCESS .-----------------------------------
10
6.1. BG Channel ......................................................................................................
|O
62. EGOrigination -------------------------------..
||
6.3. (�ooicoi�(�on|ro�
-'-c'--' ` �--------------------------�
13
|
Section 7. CABLE SERVICE TO COUNTY FACILITIES....................................................
14
7.1.
Courtesy Service to Public Facilities................................................................
14
7.2.
Additional Facility Equipment and Wiring ......................................................
14
7.3.
Terms of Courtesy Cable Service.....................................................................
15
Section 8. EG
ACCESS CAPITAL GRANT: COSTS.............................................................
15
8.1.
EG Capital Fee.................................................................................................
15
8.2.
EG Channel Use...............................................................................................
16
8.3.
Costs Incidental To The Award Of The Franchise ...........................................
17
Section 9. CUSTOMER
SERVICE..........................................................................................
17
9.1.
Customer Service Requirements......................................................................
17
9.2.
Customer Service Standards.............................................................................
17
9.3.
Customer Privacy.............................................................................................
17
9.4.
Customer Complaints.......................................................................................
17
9.5.
Customer Service Terms..................................................................................
19
Section 10. REPORTS
AND RECORDS...................................................................................
19
10.1.
Open Books and Records.................................................................................
19
10.2.
Information Disclosure.....................................................................................
20
10.3.
Reports and Records Terms.............................................................................
20
Section 11. COMMUNICATIONS
SALES AND USE TAX ....................................................
20
11.1.
Application of Tax............................................................................................
20
11.2.
Communications Sales and Use Tax Terms .....................................................
20
Section 12. TRANSFER
OF FRANCHISE................................................................................
20
12.1.
Approval Required...........................................................................................
20
12.2.
No Consent Required.......................................................................................
21
12.3.
Preservation of County's Rights.......................................................................
21
ii
12.4.
Approval Does Not Constitute Waiver of Rights .............................................
22
12.5.
Transfer Terms.................................................................................................
22
Section 13. RENEWAL OF FRANCHISE.................................................................................
22
13.1.
Federal Law......................................................................................................
22
13.2.
Needs Assessment............................................................................................
22
13.3.
Informal Renewal.............................................................................................
22
13.4.
Consistent with Law.........................................................................................
22
13.5.
Renewal of Franchise Terms............................................................................
23
Section 14. ENFORCEMENT OR TERMINATION OF FRANCHISE ...................................
23
14.1.
Notice of Violation...........................................................................................
23
14.2.
Grantee's Right to Cure or Respond................................................................
23
14.3.
Quarterly Standards..........................................................................................
23
14.4.
Enforcement.....................................................................................................24
14.5.
Liquidated Damages.........................................................................................
25
14.6.
Waiver..............................................................................................................26
14.7.
Single Violation................................................................................................
26
14.8.
Assessment of Liquidated Damages.................................................................
26
14.9.
Letter of Credit.................................................................................................
27
14.10.
Revocation........................................................................................................29
14.11.
Enforcement or Termination of Franchise Terms ............................................
30
Section 15. INSURANCE
AND INDEMINIFICATION...........................................................
30
15.1.
Insurance Coverage..........................................................................................
30
15.2.
Insurance Terms...............................................................................................
31
15.3.
Indemnification Provisions...............................................................................
31
iii
15.4.
Insurance and Indemnification Terms.............................................................. 33
Section 16. FORCE
MAJEURE.................................................................................................
33
16.1.
Force Majeure Definition.................................................................................
33
16.2.
Force Majeure Conditions................................................................................
33
Section 17. NON-DISCRIMINATION......................................................................................
34
Section 18. MISCELLANEOUS PROVISIONS........................................................................
34
18.1.
Counterpart Copies...........................................................................................
34
18.2.
Nonwaiver........................................................................................................34
18.3.
Rights of Third Parties.....................................................................................
34
18.4.
Forum Selection and Choice Of Law...............................................................
35
18.5.
Captions and Headings.....................................................................................
35
18.6.
Faith Based Organization.................................................................................
35
18.7.
Notice...............................................................................................................35
18.8.
Entire Agreement and Amendments................................................................
36
18.9.
Exhibits.............................................................................................................37
IV
CABLE TELEVISION FRANCHISE AGREEMENT
THIS AGREEMENT made and entered into as of this 1 st day of November, 2018, by and
between the County of Roanoke, a Virginia political subdivision ("County" or "Grantor"), and
CoxCom, LLC d/b/a Cox Communications Roanoke, a Delaware limited liability company
("Cox" or "Grantee"):
WHEREAS the Grantee currently holds a cable television franchise granted by the
County pursuant to a Cable TV Franchise Agreement by and between the County and the
Grantee's predecessor in name and interest, dated November 1, 2003 ("Current Franchise"); and
WHEREAS the Grantee has requested that the County renew or extend the cable
television franchise the Grantee currently holds; and
WHEREAS, on October 28, 2003, the Board of Supervisors adopted Ordinance No. 0-
102803-12 effective October 31, 2003 (the "Ordinance"), an ordinance repealing and
superseding the County's Cable Television Ordinance No. 42391-15, adopted April 23, 1991;
and
WHEREAS the County and the Grantee have negotiated the terms of a renewal franchise
pursuant to 47 U.S.C. §546(h); and
WHEREAS the Board of Supervisors of Roanoke County, after holding a public hearing
on the terms of the renewal franchise of which the public was afforded notice and at which the
public was afforded opportunity to comment, adopted Ordinance No effective
November 1, 2018, to grant a renewal of the Grantee's television franchise at a duly authorized
and regular meeting, pursuant to the provisions of the Cable Act, County Charter, County
ordinances, and the Virginia Code.
Page 1
NOW THEREFORE in consideration of such grant of renewal of the cable franchise to
the Grantee, the parties agree as follows:
Section 1. DEFINITIONS.
Unless otherwise defined in this Agreement, terms in this Agreement shall have the
meaning given to them in the list of Definitions attached as Exhibit A. Terms not defined in this
Agreement or Ordinance No. 0-102803-12 adopted on October 28, 2003, by the Board of
Supervisors effective October 31, 2003 (the "Ordinance") shall have their common and ordinary
meaning.
Section 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS.
2.1. Grant. The County hereby grants to the Grantee a franchise to operate a cable system
to provide cable service within the territorial limits of the County in accordance with the terms
and conditions set forth below and in the Ordinance. The Grantee's Franchise Area shall be the
territorial limits of the County. This Franchise is granted pursuant to the Ordinance, which, with
any amendments thereto and including applicable definitions, is incorporated by reference
herein.
2.2. Construction of Agreement.
2.2.1. The provisions of this Franchise shall be construed to effectuate their objectives.
2.2.2. In the event of a conflict between the Ordinance and this Agreement, this
Agreement shall prevail. In the event a conflict does not exist between the Ordinance and this
Agreement or the Agreement does not address an issue, then the terms and conditions of the
Ordinance shall be applicable to the Grantee. In the case of a conflict between the Ordinance
and Virginia Code Sections 15.2-2108.19, et seq., the Virginia Code shall prevail.
Page 2
2.2.3. Nothing herein shall be construed to limit the scope or applicability of Section
625 Communications Act, 47 U.S.C. § 545.
2.3. Police Powers. Except as otherwise provided in this Section 2.2, the Grantee's rights
under this Franchise shall be subject to the lawful police powers of the County to adopt and
enforce ordinances of general applicability necessary to protect and preserve the health, safety
and welfare of the public. The Grantee shall comply with all applicable general laws and
ordinances lawfully enacted by the County pursuant to such police powers. The County agrees
that ordinances which it adopts that impact this Agreement must be enacted upon reasonable
conditions and of a character appropriate to the public purpose justifying enactment. Nothing
herein prohibits the Grantee from challenging any future ordinances enacted by the County as
may be permitted under applicable law.
Section 3. FRANCHISE EFFECTIVE DATE AND TERM.
The effective date of the Franchise Agreement shall be November 1, 2018. The term of
the Franchise shall be 10 years, commencing on November 1, 2018, and expiring at midnight on
October 31, 2028, unless sooner terminated in accordance with Section 14.10 herein, or by other
applicable law.
Section 4. INTERCONNECT.
4.1. Interconnection Method. The Grantee shall design the Grantee's Cable System so that
it is capable of interconnecting with other similar communications networks at suitable locations
as determined by the Grantee. Interconnection capabilities shall be provided for the exchange of
all EG signals designated in Section 6.1. Interconnection of systems may be made by direct fiber
connection or other appropriate methods. Such interconnection shall preserve the quality of the
Page 3
EG signals so that there is no significant degradation between the signals as received by the
Grantee and the signals as transmitted to the interconnecting system.
4.2. EG Interconnection. At the request of the County, the Grantee shall, to the extent
permitted by applicable law and its contractual obligations to third parties, use every reasonable
effort to negotiate an interconnection agreement with any other Cable System in the County for
the EG channels. The Grantee will continue to interconnect with any other franchised cable
operator that is operating in the County as of the Effective Date. Nothing in this Agreement shall
determine the extent to which the Grantee or the interconnecting system shall bear the costs of
interconnection.
4.3. Interconnection Terms. The provisions in this Section 4 shall satisfy the requirements
in Section 8(b) of the Ordinance.
Section 5. CABLE SYSTEM CAPABILITY AND CONSTRUCTION.
5.1. Cable System Characteristics. The Grantee's Cable System shall meet or exceed the
following requirements:
5.1.1. The Cable System shall be designed with an initial analog and digital carrier
passband between 50 and 750 MHz.
5.1.2. The Cable System shall be designed to be an active two-way plant for subscriber
interaction, if any, required for selection or use of Cable Service.
5.1.3. Modern design utilizing an architecture that will permit additional
improvements necessary for high quality and reliable service throughout the term of the
Agreement.
5.1.4. Protection against outages due to power failures, so that back-up power is
available at a minimum for at least 24 hours at the headend, and conforming to industry
Page 4
standards, but in no event rated for less than four hours, at each node. Such standby power
supplies shall cut in automatically on failure of commercial utility AC power, and revert
automatically to commercial power when it is restored.
5.1.5. Facilities and equipment sufficient to cure violations of any applicable FCC
technical standards and to ensure that the Cable System remains in compliance with the
standards specified in Section 5.1.18.
5.1.6. Facilities and equipment as necessary to maintain, operate, and evaluate the
Cable System to comply with any applicable FCC technical standards, as such standards may be
amended from time to time.
5.1.7. All facilities and equipment designed to be capable of continuous twenty-four
(24) hour daily operation in accordance with applicable FCC standards except as caused by a
Force Majeure event.
5.1.8. All facilities and equipment designed, built and operated in such a manner as to
comply with all applicable FCC requirements regarding (i) consumer electronic equipment and
(ii) interference with the reception of off -the -air signals by a subscriber.
5.1.9. All facilities and equipment designed, built and operated in compliance with all
applicable safety codes.
5.1.10. Sufficient trucks, tools, testing equipment, monitoring devices and other
equipment and facilities and trained and skilled personnel required to enable Grantee to comply
with applicable law and its obligations under this Agreement, including applicable customer
service standards.
5.1.11. All facilities and equipment required to properly test the Cable System in
accordance with applicable law, conduct an ongoing and active program of preventive
Page 5
maintenance and quality control, and to be able to quickly respond to customer complaints and
resolve system problems.
5.1.12. Design capable of interconnecting with other similar communications networks
in the Franchise Area as set forth in Section 4 of this Agreement.
5.1.13. Facilities and equipment at the headend shall allow Grantee to transmit or
cablecast signals in substantially the form received, without substantial alteration or deterioration
in the content and functionalities associated with the signal. For example, the headend should
include equipment that will transmit color video signals received at the headend in color, stereo
audio signals received at the headend in stereo, and a signal received with a secondary audio
track with both audio tracks. Similarly, all closed -captioned programming retransmitted over the
Cable System shall include the closed -captioned signal in a manner that renders that signal
available to Subscriber equipment used to decode the captioning.
5.1.14. Shall be capable of transmitting in high definition any Channels that are
received in high definition format. Actual carriage of any such high definition Channels will be
at the Grantee's sole discretion.
5.1.15. Shall offer parental control options, which will at a minimum offer as an option
that a Person ordering programming must provide a personal identification number or other
means provided by Grantee only to a Subscriber. Provided, however, that Grantee shall bear no
responsibility for the exercise of parental controls and shall incur no liability under this
Agreement for any Subscriber's or viewer's exercise or failure to exercise such controls.
5.1.16. The provision of additional channels, channel capacity, and/or upgrades of any
kind to the Cable System is solely within the control and discretion of the Grantee.
Page 6
5.1.17. With the exception of any EG Channels, all content and programming of Cable
Services, including the mix, level, and/or quality of such content and programming, remains in
the sole discretion of the Grantee.
5.1.18. The Cable System must conform to or exceed all applicable FCC technical
performance standards, as amended from time to time, and shall conform in all material respects
to applicable sections of the following standards and regulations to the extent such standards and
regulations remain in effect and are consistent with accepted and applicable industry procedures:
5.1.18.1. Occupational Safety and Health Administration (OSHA) Safety and
Health Standards;
5.1.18.2. National Electrical Code;
5.1.18.3. National Electrical Safety Code;
5.1.18.4. Obstruction Marking and Lighting, AC 70/7460 i.e., Federal Aviation
Administration;
5.1.18.5. Constructing, Marking and Lighting of Antenna Structures, Federal
Communications Commission Rules, Part 17; and
5.1.18.6. The Virginia Uniform Statewide Building Code.
5.2. Technical Performance. The Cable System shall meet or exceed applicable FCC's
technical standards (Subpart K of Part 76 of the FCC's Rules).
5.3. Cable Svstem Construction and Maintenance.
5.3.1. The County shall have the right to inspect all construction or installation work
performed by a Grantee within the Service Area, and to make such inspections as the County
deems necessary to ensure compliance with the terms of the Ordinance and this Agreement,
other pertinent provisions of law and any Franchise granted hereunder. No poles, underground
Page 7
conduits, or other wire or cable -holding structures shall be erected by a Grantee without prior
approval of the County or its duly authorized personnel, or, unless such consent is not required
by applicable law, by abutting property owners where the County does not own, or hold some
other right of way property interests in, the area in which such structures are to be erected. To
the extent possible, a Grantee shall use existing poles and underground conduits throughout the
County. Any poles, underground conduits or other fixtures that a Grantee is authorized by the
County to install must be placed in a manner so that they do not interfere with or obstruct the
usual travel on the public Streets or interfere with any existing utility services. All construction
activities of a Grantee shall be conducted in a workmanlike manner that will cause minimum
interference with the rights and reasonable convenience of the public's and other utilities' use of
the Streets and of the property owners directly affected thereby. Every Grantee shall maintain all
structures, cable and related Cable System equipment that are located in, over, under, and upon
the Streets in a safe, suitable, substantial condition and in good order and repair at all times. All
construction, installation and repair by a Grantee shall be effectuated in a manner that is
consistent with the FCC's rules, relevant local building codes, zoning ordinances and laws, all
County and other governmental laws, codes or ordinances relating to public works or the Streets,
and other regulatory requirements, the National Electrical Safety Code, and other standards of
general applicability to Cable Systems. No Grantee shall commence any construction without
obtaining all local zoning and other approvals, permits and other licenses generally applicable to
other entities performing such construction, and paying all costs and fees normally imposed or
charged therefor. Whenever electric utilities and telecommunications facilities are located
underground within a public way of the County, Grantee with permission to occupy the same
public way must also locate its facilities underground.
Page 8
5.3.2. A Grantee shall be required to extend energized trunk cable and make Cable
Service available to any and all portions of the County within the limits of its defined Service
Area with a density of at least twenty (20) Homes per linear mile for aerial installations and
thirty (30) Homes per linear mile for underground installations. For purposes of calculating this
density requirement, all Homes within one hundred fifty (15 0) feet of any Street or other right-
of-way suitable for cable trunk installation shall be counted in density determinations, and shall
be considered as satisfying the 20 or 30 Homes- per -mile density requirement, as appropriate. In
the event that the owner of any Home or other structure within a Grantee's Service Area not
meeting the density requirement is willing to agree in writing to pay the excess cost of extending
Cable Service to that location, then a Grantee so requested by such owner shall provide Cable
Service to such Home or other structure.
5.4. Emergency Alert System. Grantee shall comply with the Emergency Alert System
("EAS") Federal Emergency Alert System regulations, 47 C.F.R. §76 Part 1.
5.5. Cable System Capability and Construction Terms.
The provisions in this Section 5 shall satisfy the requirements in Sections 12(a), 12(c) 12(e),
and 13 of the Ordinance.
5.6. State of the Art. Throughout the term of this Franchise, Grantee shall maintain and
upgrade the Cable System and the technical performance of the Cable System so as to keep pace
with the developments in the State -of -the -Art as defined herein. For purposes of this subsection,
"State -of -the -Art" means that level of technical performance or capacity, service or cable system
plant, for which there is a reasonable demonstrated market demand and which has been
demonstrated by existing cable system operators and reputable equipment suppliers to be
workable in the field, but not exceeding that level of technical performance or capacity which
Page 9
has been installed and is operating at the time in at least two (2) other cable systems of
comparable or smaller size owned and operated by Grantee or an affiliate of Grantee.
5.7. Annual Technology Summit Meeting. The Committee may request a meeting once
per year with the Grantee to discuss new and upcoming technology and the developments in the
State -of -the -Art related to the Cable System, and the plans the Grantee has for bringing such
technology to the Grantee's Service Area. Upon the request of the Committee for such meeting,
Grantee shall schedule the meeting within 30 days of such request.
Section 6. PEG ACCESS.
6.1. EG Channel.
6.1.1. Except as otherwise provided herein, Grantee shall provide any EG Channel(s)
as part of Basic Cable Service throughout the life of the Franchise. If there is no Basic Cable
Service, Grantee shall provide the EG Channels as part of the service provided to every
Subscriber, at no additional charge to Subscribers for the EG Channels.
6.1.2. The Grantee shall initially provide one (1) standard definition downstream EG
Channel ("Initial EG Channel"). Upon request by the Roanoke Valley Regional Cable
Television Committee ("Committee"), the Grantee shall provide a second standard definition EG
Channel ("Second EG Channel") upon a showing by the Committee that the then -existing EG
Channel is being used to air at least forty (40) hours of original, locally -produced programming
per week (not including bulletin board -style programming). The Grantee shall provide the
Second EG Channel within one hundred twenty (120) days after written request by the
Committee.
6.1.3. The Grantee shall not arbitrarily or capriciously change the EG Channel
assignment(s), and the Grantee shall take reasonable steps to minimize the number of such
Page 10
changes. The Grantee may change the EG Channel assignment(s) as it deems appropriate so
long as it provides at least thirty (30) days prior written notice to the County, and reimburses the
County for the reasonable costs including, but not limited to, logo modifications, stationery,
promotion, and advertising, not to exceed $2,500 per channel change.
6.1.4. Use of the EG Channels shall be to air non-commercial EG access programming
and any other non-commercial programming, consistent with Section 611 of the Cable Act (47
U.S.C. §531) at the Committee's sole discretion. The Grantee shall not charge the County, City,
Town or any other authorized user of the EG Channel(s) for the use of such channels.
6.1.5. No control over EG access program content shall be exercised by the Grantee
except to enforce the limitations on commercial use described herein or as otherwise permitted
by the FCC and other federal, state, and local laws.
6.1.6. The Grantee may use the EG Channels for any lawful purpose during such
periods as they are not being used for EG access purposes, provided that EG access use shall
have priority at all times.
6.2. EG Origination.
6.2.1. The Parties hereby acknowledge that the EG origination locations currently
consist of twenty-four (24) facilities listed in Exhibit B that have analog transport capabilities
between these facilities and Grantee's headend ("Analog Feeds"), and that the Grantee provides
an analog audio/video switch that selects among these Analog Feeds to be placed on the
designated downstream EG Access channels on the subscriber distribution network. The
Grantee shall maintain this existing analog EG functionality until such time as the transition from
analog to digital transport specified in Sections 6.2.2 or 6.2.3 is complete ("Transport Upgrade").
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Upon completion of the Transport Upgrade, the Grantee's obligation to maintain the current
system identified in this Section 6.2.1 shall cease.
6.2.2. Within two (2) years of the Effective Date, the Committee may provide the
Grantee written notice that EG Channels' analog video production facilities are upgraded to
digitally -based video production facilities at Roanoke Valley TV, 541 Luck Avenue, SW,
Roanoke, VA, 24016 ("RVTV"), and to upgrade the analog EG transport to a digital transport
between RVTV and the Grantee's headend. Upon such notice the Grantee shall upgrade the EG
transport to a digital transport within one hundred twenty (120) days at RVTV's expense. The
Grantee shall coordinate with RVTV to minimize the transport interruption during the upgrade
process.
6.2.3. Should the transition specified in Section 6.2.2 fail to take place within two (2)
years of the Effective Date, then the Grantee shall upgrade the EG transport between RVTV and
its headend to a digital transport within one hundred twenty (120) days at RVTV's expense. The
Grantee shall coordinate with RVTV to minimize the transport interruption during the upgrade
process.
6.2.4. Grantee shall provide without charge the Transport Upgrade by means of
dedicated, fully fiber optic links between its headend and RVTV so that signals can be generated
at RVTV and be routed onto an appropriate EG channel. Such signal transport provided by the
Grantee shall include all equipment necessary for amplification, optical conversion, receiving,
transmitting, switching, and headend processing of upstream EG signals from RVTV and the
placement of these EG signals onto an appropriate EG channel. Notwithstanding the foregoing,
all such equipment, including but not limited to the fiber electronics at RVTV, shall be installed,
repaired, and maintained in good working order by the Grantee on the Grantee's side of the
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Demarcation Point, provided, however, that the Grantee shall not be responsible for the cost of
repairing any damage caused by RVTV or its agents or invitees. Grantee's obligation with
respect to such signal transport shall be dependent on RVTV providing the Grantee, without
charge, with such space, electrical power supply, access, and other facilities and cooperation as
shall be necessary to allow the Grantee to fulfill its duties under this Franchise with respect to
such signal transport. The dedicated channels may be multiplexed into backbone fiber rings at
the hub or node nearest to the origination site for return to the headend.
6.2.5. RVTV shall be solely responsible for all personnel, equipment, and maintenance
on RVTV's side of the Demarcation Point.
6.2.6. Upon completion of the Transport Upgrade and at RVTV's expense, the Grantee
shall replace the analog audio/video switch identified in Section 6.2.1 with an optical combiner
that will route any digital optical signals originated from the optional sites identified in Exhibit C
("RVTV Remote Sites") to RVTV by multiplexing the optical signals onto a single fiber optic
link. The Grantee shall maintain, at RVTV's expense, the fiber optic links between the RVTV
Remote Sites and the its headend, the optical combiner and multiplexer located at its headend,
and the fiber optic link from its headend to RVTV.
6.2.7. RVTV shall be solely responsible for any personnel, equipment, and
maintenance required to originate an optical signal at an RVTV Remote Site and to receive such
optical signal(s) at RVTV.
6.3. Program Content; Control. No control over PEG access program content shall be
exercised by the Grantee except to enforce the limitations on commercial use described herein or
as otherwise permitted by the FCC and other federal, state, and local laws.
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6.4. Alternate Use. The Grantee may use the PEG Access channels for any lawful purpose
during such periods as they are not being used for PEG Access purposes, provided that EG
Access use shall have priority at all times.
Section 7. CABLE SERVICE TO COUNTY FACILITIES.
7.1. Courtesy Service to Public Facilities. The Grantee will provide the following, at no
charge, at each fire station, public school, police station, public library, and such County
facilities used for public purposes, which facilities are listed in Exhibit D, attached hereto, and
for which the Grantee is provided access without charge, as may be designated by the County; or
any newly constructed or acquired government building that may be designated by the County
(collectively, "Additional Buildings"), so long as such Additional Buildings do not exceed ten
(10) during the term of the Agreement; provided, however, that if it is necessary to extend the
Grantee's trunk or feeder lines more than 150 feet solely to provide service to any such school or
public building, the County shall have the option of paying the lower of any contract the Grantee
may have with the County for such services or the Grantee's commercial charges for such
extension in excess of 150 feet itself, or of releasing the Grantee from or postponing the
Grantee's obligation to provide service to such building:
7.1.1. one Cable Service drop;
7.1.2. one Cable Service converter or digital transport adapter per site (if necessary to
receive the programming specified in Section 7.1.3; and
7.1.3. Basic Cable Service and the most highly subscribed tier of non -basic service
(not including any video programming offered on a per channel or per program basis).
7.2. Additional Facility Equipment and Wiring.
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7.2.1. The County shall be responsible for the cost of new or replacement converters or
digital transport adapters that are in addition to those required in 7.1.2 and any "terminal
equipment," including TV monitors, VCRs, and/or computers.
7.2.2. The cost of inside wiring, additional drops or outlets, and additional or
replacement converters or digital transport adapters requested by the County within these
specified facilities, including those drops or outlets in excess of those currently installed, are the
responsibility of the County. The Grantee shall not be responsible for any violations of FCC
technical standards on the County's side of the Demarcation Point. After reasonable notice
under the circumstances, the Grantee may temporarily disconnect its service to a County site that
does not correct such violations of FCC technical standards until such time as such violations are
corrected.
7.2.3. Subject to the limitations set forth in this Section 7, whenever required by
changes in the Grantee's technology, the Grantee shall upgrade all equipment provided at the
Grantee's expense pursuant to this Section 7, in order to ensure that the County can continue to
receive the services offered by the Grantee to the County pursuant to this Franchise Agreement.
7.3. Terms of Courtesy Cable Service. The provisions in this Section 7 shall satisfy the
requirements in Section 10(d) of the Ordinance.
Section 8. EG ACCESS CAPITAL GRANT: COSTS.
8.1. EG Capital Fee. The County may by ordinance or resolution impose on the Grantee
an EG Capital Fee payable to the County on a quarterly basis (the "EG Capital Fee"), in an
amount not to exceed twenty cents ($0.20) per month for each Subscriber in the Service Area
that receives the Grantee's Basic Service Tier, so long as such requirement applies equally to all
franchised cable operators in the County. If so imposed, the EG Capital Fee shall be delivered to
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the County within forty-five (45) days following the end of each calendar quarter during the
Franchise Term. The EG Capital Fee shall be used by the County to support the capital costs of
EG Access Channel facilities consistent with the Communications Act (47 U.S.C. § 542).
8.1.1. If the initial EG Capital Fee shall be less than an amount equal to twenty cents
($0.20) per month for each Subscriber in the Service Area to the Grantee's Basic Service Tier,
the EG Capital Fee may be uniformly increased for the County cable grantees by ordinance or
resolution of the Board of Supervisors not more than once each year commencing after the first
anniversary of the Effective Date of this Agreement by an amount not to exceed six cents
($0.06), but under no circumstances shall the monthly per -Subscriber fee exceed twenty cents
($0.20) per month for each Subscriber in the Service Area that receives the Grantee's Basic
Service Tier.
8.1.2. The County shall provide the Grantee with thirty (30) days advance notice of
any public hearing or meeting where an increase will be considered or voted on by the Board of
Supervisors. The County shall forward to the Grantee a copy of the adopted ordinance or
resolution that authorizes an increase in the EG Capital Fee and establishes the effective date of
the increase. The Grantee shall have not less than ninety (90) days to implement the EG Capital
Fee increase.
8.1.3. To the extent permitted by law, the Grantee may recover from Subscribers the
costs of an EG Capital Fee or any other costs arising from the provision of EG services and shall
be allowed to include such costs as a separately billed line item on each Subscriber's bill.
8.2. EG Channel Use. The County shall not sell time on the EG Channels, nor allow any
third party to do so, nor shall any channel be leased at any price to any third party. The County
may allow programmers on the EG Channels to seek support for their programming consistent
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with the "Funding Standards and Practices" of the Public Broadcasting System (found at:
http://www.pbs.org/producers/guidelines/) as they exist on the Effective Date of this Agreement.
8.3. Costs Incidental To The Award Of The Franchise. Grantee shall reimburse the
County for advertising expenses incurred in the franchising process.
Section 9. CUSTOMER SERVICE.
9.1. Customer Service Requirements. The Grantee shall comply with the customer service
requirements imposed by the FCC pursuant to 47 U.S.C. § 552, as it may be amended from time
to time. The County may impose additional customer service requirements that exceed the
requirements established by the Federal Communications Commission under 47 U.S.C. § 552(b)
by ordinance after a public hearing, but these additional requirements shall (i) not be designed so
that Grantee cannot also comply with any other customer service requirements under state or
federal law or regulation applicable to the Grantee in its provision of other services over the
same network used to provide cable service, (ii) be no more stringent than the customer service
requirements applied to other cable operators in the County, and (iii) be reasonably tailored to
achieve appropriate customer service goals based on the technology used by the Grantee to
provide cable service.
9.2. Customer Service Standards. The Grantee shall comply with the provisions of 47
C.F.R §76.309, as it may be amended from time to time.
9.3. Customer Privacy. Grantee shall at all times comply with 47 U.S.C. §551 with regard
to the protection of Subscriber privacy.
9.4. Customer Complaints.
9.4.1. Complaint Procedure: The Grantee shall establish a clear procedure for
resolving a Cable Service complaint ("Complaint(s)") filed by any interested parry, providing
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that Complaints may be made orally or in writing, at the complainant's option. Such procedures
shall be well-publicized. At least thirty (30) days before the Grantee announces any changes to
such procedures, the Grantee shall notify the Committee of the changes and offer the Committee
the opportunity to comment on the changes.
9.4.2. Referred Complaints: The Grantee shall promptly investigate Complaints that
are referred to the Grantee by the Committee ("Referred Complaints"). The Grantee shall report
to the Committee regarding each Referred Complaint within five (5) business days, stating
whether the matter has been resolved and how it was resolved; if the matter remains unresolved,
the Grantee shall describe the actions taken to date, the reason or reasons the matter has not been
resolved, the actions the Grantee believes remain to be taken to achieve resolution, and an
estimated date for such resolution. Notwithstanding the foregoing, Grantee shall not be required
to provide "personally identifiable information" except as permitted by 47 U.S.C. § 551 and
regulations promulgated thereunder, or other applicable provision of federal law, provided
however that if compliance with such laws and regulations prohibits disclosure of information
necessary for the Grantee to report to the Committee as required by the preceding sentence, the
Grantee shall explain to the Committee in writing why the Grantee cannot comply, including
references to the applicable statutes or regulations, and the parties shall discuss alternative means
for informing the Committee regarding the resolution of the Referred Complaint, including,
without limitation, obtaining the consent of the Subscriber for any necessary disclosures.
9.4.3. Escalated Complaints: The Grantee shall keep a written record or log of
Escalated Complaints received regarding quality of service, equipment malfunctions, billing
procedure, employee attitude and similar matters. Upon request by the Committee, and not more
than once a year, the Grantee shall provide such log of Escalated Complaints to the Committee.
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An "Escalated Complaint" is any Complaint received by the Grantee that has been submitted to a
state regulatory agency, any of the Grantee's corporate offices or individual employees other
than a customer service call center, and/or the Better Business Bureau. These records shall be
maintained for a period of five (5) years. The record shall contain the following information for
each complaint received:
(1) Date, time and nature of the complaint;
(2) Name, address and telephone number of the person complaining;
(3) Investigation of the complaint;
(4) Manner and time of resolution of the complaint; and
(5) If the complaint regards equipment malfunction or the quality of
reception, a report indicating corrective steps taken, with the nature of the problem stated.
Before delivering its complaint log, a Grantee may redact the log as required to conform to the
provisions of applicable federal and state privacy protection laws.
9.5. Customer Service Terms. The provisions in this Section 9 shall satisfy the
requirements in Section 10(b), 10(c), 10(h), 10(1) through 10(n), and 10(p) through 10(r) of the
Ordinance.
Section 10. REPORTS AND RECORDS.
10.1. Open Books and Records. Upon not less than thirty (30) days written notice to the
Grantee, and no more frequently than once every twenty-four (24) months, the County shall have
the right to inspect the Grantee's books and records pertaining to Grantee's provision of Cable
Service in the Service Area at any time during Normal Business Hours at a reasonable time as
determined by the parties, as are reasonably necessary to ensure compliance with the terms of
this Franchise. Such notice shall specifically reference the section or subsection of the Franchise
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which is under review, so that Grantee may organize the necessary books and records for
appropriate access by the County. Grantee shall not be required to maintain any books and
records for Franchise compliance purposes longer than five (5) years.
10.2. Information Disclosure. Notwithstanding anything to the contrary set forth herein,
Grantee shall not be required to disclose information that it reasonably deems to be proprietary
or confidential in nature, or to disclose any of its or its affiliates books and records not relating to
the provision of Cable Service in the Service Area. Grantee shall not be required to provide
Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §551.
10.3. Reports and Records Terms. The provisions in this Section 10 shall satisfy the
requirements in Sections 5(g)(vii), 11, and 18 of the Ordinance.
Section 11. COMMUNICATIONS SALES AND USE TAX.
11.1. Application of Tax. The parties shall comply with all applicable requirements of the
provisions of Section 58.1-645 of the Code of Virginia (the "Communications Sales and Use
Tax") in its current form and as it may be amended.
11.2. Communications Sales and Use Tax Terms. The provisions in this Section 11 shall
satisfy the requirements in Sections 6 and 17 of the Ordinance.
Section 12. TRANSFER OF FRANCHISE
12.1. Approval Required. No Transfer of the Franchise shall occur without the prior
consent of the Board, provided that such consent shall not be unreasonably withheld, delayed or
conditioned. No application for the approval of a Transfer shall be approved by the Board unless
the transferee agrees in writing that it will abide by and accept all terms of this agreement, and
that it will assume the obligations, liabilities and responsibility for all acts and omissions, known
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and unknown, of the incumbent franchisee under this agreement, for all purposes, including
renewal, unless the Board, in its discretion, expressly waives all or part of this requirement.
12.2. No Consent Required. No such consent shall be required, however, for transactions
excluded under the definition of a Transfer of the Franchise. Transfer of the Franchise shall be
defined herein as it is defined in the Code of Virginia § 15.2-2108.19, meaning any transaction in
which (i) an ownership or other interest in the Grantee is transferred, directly or indirectly, from
one person or group of persons to another person or group of persons, so that majority control of
the Grantee is transferred; or (ii) the rights and obligations held by the Grantee under the
Franchise are transferred or assigned to another person or group of persons. However,
notwithstanding clauses (i) and (ii) of the preceding sentence, a transfer of the cable franchise
shall not include (a) transfer of an ownership or other interest in the Grantee to the parent of the
Grantee or to another affiliate of the Grantee; (b) transfer of an interest in the cable franchise
granted under this article or the rights held by the Grantee under the Franchise to the parent of
the Grantee or to another affiliate of the Grantee; (c) any action that is the result of a merger of
the parent of the Grantee; (d) any action that is the result of a merger of another affiliate of the
Grantee; (e) a transfer in trust, by mortgage, or by assignment of any rights, title, or interest of
the Grantee in the Franchise or the Cable System used to provide Cable Services in order to
secure indebtedness.
12.3. Preservation of County's Rights. In the case of any Transfer, regardless of whether
consent of the Board is required, the transferee shall assume the obligations, liabilities and
responsibility for all acts and omissions, known and unknown, of the incumbent franchisee under
this agreement, for all purposes, including renewal, and agree to be bound by the terms of this
Franchise.
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12.4. Approval Does Not Constitute Waiver of Rights. ghts. Approval by the Board of a
Transfer, or consummation of a Transfer permitted by Section 12.2, does not constitute a waiver
or release of any of the rights of the Board under this agreement against the transferor franchisee,
whether arising before or after the date of the Transfer.
12.5. Transfer Terms. The provisions in this Section 12 shall satisfy the requirements in
Sections 4, 15, and 21 of the Ordinance.
Section 13. RENEWAL OF FRANCHISE.
13.1. Federal Law. The County and Grantee agree that any proceedings undertaken by the
County that relate to the renewal of this Franchise shall be governed by and comply with the
provisions of Section 626 of the Communications Act, 47 U.S.C. § 546.
13.2. Needs Assessment. The County agrees that if the County issues a request for a
proposal under 47 U.S.C. § 546(b), the County shall provide the Grantee with copies of any
assessments of future cable -related needs and interests or the past performance of the Grantee
that were relied upon by the County in preparing the request for proposal.
13.3. Informal Renewal. Notwithstanding anything to the contrary set forth herein, Grantee
and the County agree that at any time during the term of the then current Franchise, while
affording the public appropriate notice and opportunity to comment, the County and Grantee
may agree to undertake and finalize informal negotiations pursuant to 47 U.S.C. §546(h)
regarding renewal of the then current Franchise and the County may grant a renewal thereof.
13.4. Consistent with Law. Grantee and the County consider the terms set forth in this
Article 12 to be consistent with the express provisions of 47 U.S.C. § 546 and Virginia Code
Section 15.2-2108.30.
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13.5. Renewal of Franchise Terms. The provisions in this Section 13 shall satisfy the
requirements in Sections 4, and 21 of the Ordinance.
Section 14. ENFORCEMENT OR TERMINATION OF FRANCHISE
14.1. Notice of Violation. If at any time the County believes that Grantee has not complied
with the terms of the Franchise, the County shall make a good faith effort to informally discuss
the matter with Grantee.
14.2. Grantee's Right to Cure or Respond Before seeking enforcement of the Franchise, the
County shall notify the Grantee in writing of the exact nature of the alleged noncompliance (the
"Noncompliance Notice"). Grantee shall have fifteen (15) business days from receipt of the
Noncompliance Notice to: (i) respond to the County, if Grantee contests (in whole or in part) the
assertion of noncompliance; (ii) cure such noncompliance; or (iii) in the event that, by its nature,
such noncompliance cannot be cured within such fifteen (15) day period, initiate reasonable steps
to remedy such noncompliance and notify the County of the steps being taken and the date by
which cure is projected to be completed. Upon cure of any noncompliance, County shall provide
written confirmation that such cure has been effected. The foregoing 15 -day cure period shall
not apply to customer service obligations measured on a quarterly basis ("Quarterly Standards"),
which shall be governed by Section 14.3.
14.3. Quarterly Standards. Upon written request from the County, no later than thirty (30)
days after the end of each calendar quarter, the Grantee shall provide the County a written report
demonstrating the Grantee's level of compliance with each of the Quarterly Standards. If the
Grantee fails to meet any Quarterly Standard in a calendar quarter, the County shall have the
right to begin the process of assessing liquidated damages pursuant to Section 14.4.4 by sending
a Noncompliance Notice notifying the Grantee that the Grantee failed to comply with the
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Quarterly Standard in question, in order to inform the Grantee that the Grantee is not in
compliance with such Quarterly Standard. Receipt of the Noncompliance Notice shall be
deemed opportunity to cure. Upon submitting any report to the County that demonstrates that
the Grantee has not complied with a Quarterly Standard, or within fifteen (15) days after receipt
of a Noncompliance Notice, the Grantee may submit information to the County describing any
extenuating circumstances related to any such noncompliance, and may request that the County
waive liquidated damages, as provided in Section 14.6. If the Grantee fails to meet the same
Quarterly Standard in the immediately succeeding calendar quarter, the County shall have the
right to assess liquidated damages pursuant to Section 14.4.4 by sending a Notice of Assessment
in accordance with Section 14.8.
14.4. Enforcement.
Subject to applicable federal and state law and the terms and conditions of this Agreement,
including Section 14.3, the County may apply one or more of the following remedies if the
County determines that Grantee is in default of any provision of this Franchise:
14.4.1. Seek specific performance of any provision, which reasonably lends itself to
such remedy, as an alternative to damages; or
or
14.4.2. Commence an action at law for monetary damages or seek other equitable relief,
14.4.3. In the case of a default of a material provision of the Franchise, seek to revoke
the Franchise in accordance with Section 14.10; or
14.4.4. Assess and collect liquidated damages as set forth in Section 14.5 of this
Agreement; or
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14.4.5. Apply any other remedy provided for in this Agreement or applicable federal,
state or local laws.
14.5. Liquidated Damages. Because the Grantee's failure to comply with provisions of this
Franchise may result in injury to the County, because it may be difficult to quantify the extent of
such injury, and in full satisfaction for the term of this Agreement of the obligations set forth in
this Agreement, the County and the Grantee agree that, subject to the procedures in Section 14.8,
liquidated damages as set forth herein may be assessable against the Grantee for certain
violations of provisions of this Franchise. On an annual basis from the Effective Date of this
Franchise, liquidated damages in total will not exceed ten thousand dollars ($10,000). The
Grantee hereby waives any defense as to the validity of any liquidated damages stated in this
Franchise Agreement on the grounds that such liquidated damages are void as penalties or are
not reasonably related to actual damages. The liquidated damages shall not apply when caused
by Force Majeure events and shall only apply from the date of the Notice of Assessment as
provided for in Section 14.8.
14.5.1. Failure to materially comply with requirements related to (i) the technical
quality and reliability of the PEG channels, including without limitation downstream signal
quality and reliability of return feeds from PEG origination sites to the headend, and (ii)
provision of channel capacity for use as PEG channels: Three hundred dollars ($300) for each
violation for each day the violation continues.
14.5.2. Failure to comply with Customer Service Standards set forth in Section 9 of this
Agreement, other than Quarterly Standards: One hundred dollars ($100) for the first violation;
two hundred fifty dollars ($250) for any violation within 12 months after the first violation; and
five hundred dollars ($500) for any violation within 12 months after the second or any
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subsequent violation. Liquidated damages shall not be paid where the Subscriber is otherwise
compensated by Grantee for the alleged non-compliance.
14.5.3. For violation of a Quarterly Standard: One thousand five hundred dollars
($1500);
14.5.4. For violation of applicable FCC technical standards: Two hundred fifty dollars
($250) per day for each for each day the violation continues;
14.5.5. For failure to file, obtain, maintain or replenish the letter of credit in a timely
fashion: two hundred fifty dollars ($250) per day for each day the violation continues; and
14.5.6. For failure to comply with Section 7.1 (Courtesy Service to Public Facilities):
Two hundred fifty dollars ($250) per day for each day the violation continues;
14.5.7. For failure to comply with Section 5.1 (Cable System Characteristics): One
Hundred dollars ($100) per day for each day the violation continues; and
14.5.8. For a Transfer without approval as specified in Section 12: Five Hundred
dollars ($500) per day for each day the violation continues.
14.6. Waiver. The County may reduce or waive any of the above -listed liquidated damages
if the County determines that such waiver is in the best interests of the County.
14.7. Single Violation. For purposes of any liquidated damages assessments, all similar
violations or failures from the same factual events affecting multiple Subscribers shall be
assessed as a single violation, and a violation or a failure may only be assessed under any single
one of the above -referenced categories.
14.8. Assessment of Liquidated Damages. In order to assess the liquidated damages set
forth herein, the County, following provision to the Grantee of a written Noncompliance Notice
as set forth in Section 14.2 and the expiration of applicable cure periods, shall issue to the
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Grantee, by certified mail or other comparable means, a notice of intention to assess liquidated
damages ("Notice of Assessment"). The Notice of Assessment shall set forth the basis of the
assessment, and shall inform the Grantee that liquidated damages will be assessed from the date
of the notice. Unless the County indicates to the contrary, or the violation is for a Quarterly
Standard, liquidated damages shall be assessed beginning with the date on which the County sent
the Notice of Assessment and continuing thereafter until such time as the violation ceases as
determined by the County. Payment by the Grantee of any assessment of liquidated damages
shall be due thirty (30) days after the date of the Notice of Assessment. If Grantee objects to the
Notice of Assessment, Grantee shall have the right to challenge the assessment in the Circuit
Court for the County, or in the United States District Court for the Western District of Virginia,
Roanoke Division, and in no other courts, in which case the assessment will be stayed until the
issue is decided by such court, or the parties resolve the matter in some other fashion. If Grantee
does not, within the thirty -day period, make full payment or challenge the assessment in court,
the County may withdraw from Grantee's Letter of Credit the amount due. The County may
make one or more withdrawals from the Letter of Credit during and after any period in which a
violation remains uncured, provided that the total withdrawn does not exceed the amount due for
the period between the date of the Notice of Assessment and the date on which the violation is
deemed cured by the County.
14.9. Letter of Credit.
14.9.1. Grantee shall obtain within thirty (30) days of executing this Agreement, and
maintain thereafter throughout the Agreement term, an irrevocable letter of credit in the amount
of twenty thousand dollars ($20,000) (the "Letter of Credit") from a financial institution
reasonably acceptable to the County ("Lending Institution"). The Letter of Credit shall be in a
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form substantially the same as the form attached hereto as Exhibit D and that is acceptable to the
County. The Letter of Credit shall be used to ensure Grantee's compliance with the material
terms and conditions of this Agreement.
14.9.2. Grantee shall file with the County a complete copy of the Letter of Credit
(including all terms and conditions applying to the letter of credit), and keep such copy current
with respect to any changes over the term of the Agreement.
14.9.3. If the County notifies the Grantee of any amounts due to the County pursuant to
this Agreement or applicable law, including, without limitation, liquidated damages assessed
pursuant to Section 14.5, and the PEG Capital Grant provided for in Section 8. 1, and the Grantee
does not make such payment within thirty (30) days, the County may draw upon the Letter of
Credit by presentation of a draft at sight drawn on the Lending Institution, accompanied by a
written certificate signed by the County Administrator certifying that Grantee has failed to
comply with this Agreement and stating the specific reason therefor and the basis for the amount
being withdrawn.
14.9.4. In the event the Lending Institution serves notice to the County that it elects not
to renew the Letter of Credit, the Grantee shall provide a substitute Letter of Credit, in
substantially the same form as that attached hereto as Exhibit E, from a Lending Institution
approved by the County, before the effective Letter of Credit expires.
14.9.5. No later than thirty (30) days after mailing of notification to the Grantee by
certified mail, return receipt requested, of a withdrawal under the Letter of Credit, the Grantee
shall restore the amount of the Letter of Credit to the total amount specified herein, unless the
Grantee has disputed the basis for the original withdrawal, in which case the obligation to restore
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shall be suspended until a final non -appealable decision on the dispute has been issued by a court
of competent jurisdiction authority as provided in Section 14.8.
14.9.6. The rights reserved to the County with respect to the Letter of Credit are in
addition to all other rights of the County, whether reserved by this Agreement or otherwise
authorized by law, and no action, proceeding or right with respect to the Letter of Credit shall
affect any other right the County has or may have.
14.9.7. No recovery by the County of any sum by reason of the Letter of Credit required
in Section 14.9.1 of this Agreement shall be any limitation upon the liability of Grantee to the
County under the terms of this Agreement, except that any sums so received by the County shall
be deducted from any recovery which the County shall establish against Grantee under the terms
of this Agreement.
14.10. Revocation. Should the County seek to revoke this Franchise after following the
procedures set forth above in Section 14.2 of this Article, the County shall give written notice to
Grantee of such intent. The notice shall set forth the specific nature of the noncompliance. The
Grantee shall have sixty (60) days from receipt of such notice to object in writing and to state its
reasons for such objection. In the event the County has not received a satisfactory response from
Grantee, it may then seek termination of the Franchise at a public hearing before the Board. The
County shall provide the Grantee, at least thirty (30) days written notice of such public hearing,
specifying the time and place of such hearing and stating its intent to revoke the Franchise.
14.10.1. At the designated hearing, Grantee shall be provided a fair opportunity for full
participation in accordance with applicable law, including the right to be represented by legal
counsel.
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14.10.2. In making any decision to revoke the Franchise, the County shall apply the
standards provided by applicable law. Grantee shall have the right to appeal any revocation in
the Circuit Court for the County, or in the United States District Court for the Eastern District of
Virginia, Richmond Division, and in no other courts.
14.10.3. The County may, at its sole discretion, take any lawful action which it deems
appropriate to enforce the County's rights under the Franchise in lieu of revocation of the
Franchise. The County may also, in lieu of revocation, grant additional time to the Grantee to
effect a cure of any default.
14.11. Enforcement or Termination of Franchise Terms. The provisions in this Section 14
shall satisfy the requirements in Sections 16(d), 16(e), 19, and 20 of the Ordinance.
Section 15. INSURANCE AND INDENUNIFICATION
15.1. Insurance Coverage. Grantee shall maintain in full force and effect, at its own cost
and expense, during the Franchise Term, the following insurance coverage:
15.1.1. Commercial General Liability Insurance in the amount of five million dollars
($5,000,000) combined single limit and five million dollars ($5,000,000.00) aggregate for
property damage and bodily injury. Such insurance shall cover the construction, operation and
maintenance of the Cable System, and the conduct of Grantee's Cable Service business in the
County.
15.1.2. Automobile Liability Insurance in the amount of minimum bodily injury
coverage for each occurrence of $2,000,000 and property damage coverage of not less than
$1,000,000 per occurrence. Workers' Compensation Insurance meeting all legal requirements of
the Commonwealth of Virginia.
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15.1.3. Employers' Liability Insurance in the following amounts: (A) Bodily Injury by
Accident: one hundred thousand dollars ($100,000); and (B) Bodily Injury by Disease: one
hundred thousand dollars ($100,000) employee limit; five hundred thousand dollars ($500,000)
policy limit.
15.2. Insurance Terms.
15.2.1. The County shall be designated as additional insured under each of the insurance
policies required in this Article 9 except Workers' Compensation and Employers' Liability
Insurance.
15.2.2. Grantee shall not cancel any required insurance policy without obtaining
alternative insurance in conformance with this Agreement.
15.2.3. All policies shall be issued by companies qualified to write insurance in the
Commonwealth of Virginia and which maintain throughout the policy term a general rating of A -
VII and a financial size category of "AX' as determined by AM Best Rating Company.
15.2.4. Grantee shall deliver to the County Certificates of Insurance showing evidence
of the required coverage within thirty (30) days after the Effective Date, and upon written request
thereafter.
15.3. Indemnification Provisions.
15.3.1. Grantee agrees to indemnify, save and hold harmless, and defend the County, its
officers, agents, boards and employees, from and against any liability for damages or claims
resulting from tangible property damage or bodily injury (including accidental death), to the
extent proximately caused by any of Grantee's acts or omissions in its construction, operation, or
maintenance of its Cable System, provided that the County shall give Grantee written notice of
its obligation to indemnify the County in a timely fashion, not to exceed thirty (30) days of
Page 31
receipt of a claim or action or such reasonable time based on the type and scope of such claim or
action made pursuant to this subsection. Notwithstanding the foregoing, Grantee shall not
indemnify the County, for any damages, liability or claims resulting from the willful misconduct
or negligence of the County, its officers, agents, employees, attorneys, consultants, independent
contractors or third parties or for any activity or function conducted by any Person other than
Grantee in connection with PEG Access Channels or EAS, or the distribution of any Cable
Service over the Cable System.
15.3.2. With respect to Grantee's indemnity obligations set forth in Section 9.2.1,
Grantee shall provide the defense of any claims brought against the County and the County may
select its counsel to defend the claim, subject to the consent of the Grantee, which shall not
unreasonably be withheld. Nothing herein shall be deemed to prevent the County from
cooperating with the Grantee and participating in the defense of any litigation by its own counsel
at its own cost and expense, provided however, that after consultation with the County, Grantee
shall have the right to defend, settle or compromise any claim or action arising hereunder, and
Grantee shall have the authority to decide the appropriateness and the amount of any such
settlement. In the event that the terms of any such proposed settlement includes the release of
the County and the County does not consent to the terms of any such settlement or compromise,
Grantee shall not settle the claim or action but its obligation to indemnify the County shall in no
event exceed the amount of such settlement.
15.3.3. The County shall be responsible for its own acts of willful misconduct or
negligence, or breach of obligation committed by the County for which the County is legally
responsible, subject to any and all defenses and limitations of liability provided by law. The
Grantee shall not be required to indemnify the County for acts of the County which constitute
Page 32
willful misconduct or negligence on the part of the County, its officers, employees, agents,
attorneys, consultants, independent contractors or third parties.
15.4. Insurance and Indemnification Terms. The provisions in this Section 15 shall satisfy
the requirements in Section 9 of the Ordinance.
Section 16. FORCE MAJEURE
16.1. Force Majeure Definition. An event or events reasonably beyond the ability of the
Grantee to anticipate and control. "Force Majeure" includes, but is not limited to, severe or
unusual weather conditions, strike, labor disturbance, lockout, war or act of war (whether an
actual declaration of war is made or not), insurrection, riot, act of public enemy, action or
inaction of any government instrumentality or public utility including condemnation, accidents
for which the Grantee is not primarily responsible, fire, flood or other act of God, sabotage, work
delays because utility providers denied or delayed the Grantee access to utility poles to which the
Grantee's Cable System is attached, and unavailability of materials and/or qualified labor to
perform the work necessary if such acquisition of qualified labor would be commercially
impracticable as defined in 47 U.S.C. § 5450.
16.2. Force Majeure Conditions. The Grantee shall not be held in default under, or in
noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty
relating to noncompliance or default, where such noncompliance or alleged defaults occurred or
were caused by a Force Majeure. For purposes of this Franchise, any one (1) delay caused by any
such occurrence shall not be deemed to last longer than six (6) months and the party claiming
delay caused by any and all such occurrences shall give the other party written notice of the same
within 30 days after the date such claiming party learns of such occurrence. Notwithstanding
anything else set forth above, after a total of twelve (12) months of delays of any type have been
Page 33
claimed by a party as being subject to Force Majeure, no further delays or claims of any type
shall be claimed by such party as being subject to Force Majeure and/or being an excusable
delay.
Section 17. NON-DISCRIMINATION.
The Grantee shall adhere to the Equal Employment Opportunity regulations of the FCC
and to all federal, state, and local laws, and executive orders pertaining to discrimination, equal
employment opportunity, and affirmative action, that are applicable to the Grantee.
Section 18. MISCELLANEOUS PROVISIONS
18.1. Counterpart Copies. This Agreement may be executed in any number of counterpart
copies, each of which shall be deemed an original, but all of which together shall constitute a
single instrument.
18.2. Nonwaiver. The Grantee agrees that the County's waiver or failure to enforce or
require performance of any term or condition of this Agreement or the County's waiver of any
particular breach of this Agreement by the Grantee extends to that instance only. Such waiver or
failure is not and shall not be a waiver of any of the terms or conditions or this Agreement except
as set forth herein, or a waiver of any other breaches of this Agreement by the Grantee, and does
not bar the County from requiring the Grantee to comply with all the terms and conditions of this
Agreement and does not bar the County from asserting any and all rights and/or remedies the
County has or might have against the Grantee under this Agreement or by law.
18.3. Rights of Third Parties. Nothing herein shall be construed to give any Person other
than the Grantee or the County a right to assert any claim or cause of action against the Grantee
or the County, its employees, elected or appointed officials, officers, boards, authorities,
commissions, committees, commissioners, or agents.
Page 34
18.4. Forum Selection and Choice Of Law. By virtue of entering into this Agreement, the
Grantee submits itself to a court of competent jurisdiction in the County of Roanoke, Virginia,
and further agrees that this Agreement is controlled by the laws of the Commonwealth of
Virginia (and, where applicable, federal law), and that all claims, disputes, and other matters
shall only be decided by such court according to the laws of the Commonwealth of Virginia
(and, where applicable, federal law).
18.5. Captions and Headings. The section captions and headings of this Agreement are
for convenience and reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
18.6. Faith Based Organization. Pursuant to Virginia Code Section 2.2-4343.1, be advised
that the County does not discriminate against faith based organizations.
18.7. Notice. Unless otherwise expressly stated herein, notices required under the Franchise
shall be mailed first class, postage prepaid, or sent via recognized national overnight courier
service to the addressees below. Notwithstanding the foregoing, notices required by 47 C.F.R.
76.1603 may be sent via electronic mail. Each party may change its designee by providing
written notice to the other party.
Notices to Grantee shall be mailed to:
Cox Communications — Virginia
ATTN: Senior Vice President/Region Manager
1341 Crossways Blvd.
Chesapeake, VA 23320
with a copy to:
Cox Communications — Virginia
ATTN: Government Affairs
1341 Crossways Blvd.
Page 35
Chesapeake, VA 23320
and
Cox Communications
ATTN: Vice President of Government Affairs
6205B Peachtree -Dunwoody Road
Atlanta, GA 30328
Notices to the County shall be mailed to:
County Administrator
Roanoke County Administration Building
5204 Bernard Drive
Roanoke, VA, 24018
with copies to:
County Attorney
Roanoke County Administration Building
5204 Bernard Drive
Roanoke, VA, 24018
18.8. Entire Agreement and Amendments. This Agreement, together with the Ordinance,
constitutes the entire agreement of the parties hereto and supersedes all prior offers, negotiations,
and agreements among the parties. No amendment to this Agreement shall be valid unless made
in writing and signed by the parties hereto.
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18.9. Exhibits.
EXHIBIT A: Definitions
EXHIBIT B: Original Analog EG Access Points
EXHIBIT C: Optional Digital EG Access Points
EXHIBIT D: List of facilities with courtesy service
EXHIBIT E: Sample Letter of Credit
[SIGNATURE PAGE FOLLOWS]
Page 37
IN WITNESS WHEREOF AND AGREED TO THIS DAY OF NOVEMBER, 2018, the
parties hereto have signed this Agreement by their authorized representatives.
County of Roanoke, Virginia
ME
County Administrator
CoxCom, LLC
JD Myers, II
SVP and Region Manager
Page 38
EXHIBIT A
DEFINITION
1. "Board" shall mean the Board of Supervisors of the County of Roanoke, Virginia.
2. "Cable Service" shall have the same meaning as ascribed to the term "cable service" in
the Cable Act.
3. "Cable System" shall have the same meaning as ascribed to the term "cable system" in
the Cable Act.
4. "Channel" shall mean a portion of the electromagnetic frequency spectrum that is used
in the Grantee's Cable System and that is capable of delivering a video signal as that
term is defined by the FCC as of the Effective Date of this Agreement.
"City" shall mean the City of Roanoke, Virginia.
6. "County" shall mean the County of Roanoke, Virginia.
7. "EG" shall mean any Channel required by this Franchise Agreement to be provided by
the Grantee and set aside for educational or governmental use.
8. "EG Access Channels" shall refer to the channel capacity on a System devoted to EG
Access.
9. "FCC" shall mean the Federal Communications Commission or its successor.
10. "Franchise" shall mean the franchise granted pursuant to this Agreement.
11. "Gross Revenues" shall mean all revenue, as determined in accordance with
generally accepted accounting principles, that is actually received by Cox and derived
from the operation of the Cable System to provide Cable Services in the Franchise
Area; "Gross Revenue" shall not include: (i) refunds or rebates made to subscribers or
other third parties; (ii) any revenue which is received from the sale of merchandise
over home shopping channels carried on the Cable System, but not including revenue
received from home shopping channels for the use of the Cable Service to sell
merchandise; (iii) any tax, fee, or charge collected by Cox and remitted to a
governmental entity or its agent or designee, including without limitation a local
public access or education group; (iv) program launch fees; (v) directory or Internet
advertising revenue including, but not limited to, yellow page, white page, banner
advertisement, and electronic publishing; (vi) a sale of Cable Service for resale or for
use as a component part of or for the integration into Cable Services to be resold in the
ordinary course of business, when the reseller is required to pay or collect franchise
fees or similar fees on the resale of the Cable Service; (vii) revenues received by any
affiliate or any other person in exchange for supplying goods or services used by Cox
to provide Cable Service; and (viii) revenue derived from services classified as Non -
Cable Services under federal law, including, without limitation, revenue derived from
telecommunications services and information services, and any other revenues
Page 39
attributed by Cox to Non -Cable Services in accordance with rules, regulations,
standards, or orders of the Federal Communications Commission.
12. "Home" shall mean any single family dwelling unit, whether a house, apartment,
trailer or mobile home, rented room or otherwise.
13. "Person" shall mean any individual, firm, partnership, association, corporation,
company, trust, or entity of any kind, but shall not include the County, the City, or the
Town.
14. "PEG Access" shall mean public, educational and/or governmental use as provided in
the Cable Act (47 U.S.C. §531).
15. "Service Area" shall mean the geographical area in the County, City or Town, as the
context may require, in which a Franchisee is authorized by a Franchise to construct its
System and to provide Cable Service; provided, however, that until the Grantee offers
Cable Service throughout such Service Area, a Grantee's Service Area shall be such
lesser portion in which it offers Cable Service.
16. "Streets" shall mean all public streets, roads, avenues, highways, boulevards,
concourses, driveways, bridges, tunnels, parkways, alleys, and all other public rights-
of-way within or belonging to the County, City or Town, as the context may require.
17. "Subscriber" shall mean a Person lawfully receiving Cable Service on the Grantee's
Cable System.
18. "Town" shall mean the Town of Vinton, Virginia.
19. "VDOT" shall mean the Virginia Department of Transportation.
Page 40
EXHIBIT B
Original Analog EG Access Points
1. Virginia Western Community College
3095 Colonial Avenue, SW, Roanoke, VA 24015
2. Cox Roanoke Office
5400 Fallowater Lane, SW, Roanoke, VA 24014
3. Roanoke County Administration Building
5204 Bernard Drive, Roanoke, VA 24018
4. Governor's School
2104 Grandin Road, SW, Roanoke, VA 24015
5. Patrick Henry High School
2102 Grandin Road, SW, Roanoke, VA 24015
6. Hidden Valley Junior High
4902 Hidden Valley School Road, SW, Roanoke, VA 24018
7. Cave Spring Fire Department
4212 Old Cave Spring Road, SW, Roanoke, VA 24018
8. Roanoke County Main Library
3131 Electric Road, Roanoke, VA 24018
9. Cave Spring Junior High
4880 Brambleton Avenue, SW. Roanoke, VA 24018
10. Roanoke Municipal Building
215 Church Avenue, SW, Roanoke, VA 24011
11. Old Jefferson High School Building/RVTV
541 Luck Avenue, SW, Suite 145, Roanoke, VA 24016
12. Roanoke City Main Library
706 S. Jefferson Street, SE, Roanoke, VA 24016
13. Vinton Police Department
311 South Pollard Street, Vinton, VA 24179
14. Vinton War Memorial
814 E. Washington Avenue, Vinton, VA 24179
15. William Byrd Middle School
2910 Washington Avenue, Vinton, VA 24179
Page 41
16. Roanoke City School Administration Building
40 Douglass Avenue, NW, Roanoke, VA 24012
17. Roanoke Civic Center
710 Williamson Road, NE, Roanoke, VA 24016
18. Roanoke Airport
5202 Aviation Drive, Roanoke, VA 24012
19. Ruffner Middle School
3601 Ferncliff A venue, NW, Roanoke, VA 24017
20. Roanoke County Public Safety/South View
3568 Peters Creek Road, NW, Roanoke, VA 240J9
21. Roanoke County Career Center
100 Highland Road, Vinton, VA 24179
22. Old Roanoke County Administration Building- Brambleton Center
3738 Brambleton Avenue, SW, Roanoke, VA 24018
23. Higher Education Center
108 N. Jefferson Street, NW, Roanoke, VA 24012
24. WBRA-TV
1215 McNeil Drive, SW, Roanoke, VA 24015
Page 42
EXHIBIT C
Optional Digital EG Access Points
1. Roanoke County Administration Building
5204 Bernard Drive, Roanoke, VA 24018
2. Patrick Henry High School
2102 Grandin Road, SW, Roanoke, VA 24015
3. Roanoke County Main Library
3131 Electric Road, Roanoke, VA 24018
4. Roanoke Municipal Building
215 Church Avenue, SW, Roanoke, VA 24011
5. Old Jefferson High School Building/RVTV
541 Luck Avenue, SW, Suite 145, Roanoke, VA 24016
6. Roanoke City Main Library
706 S. Jefferson Street, SE, Roanoke, VA 24016
7. Vinton Town Council
311 South Pollard Street, Vinton, VA 24179
8. Vinton War Memorial
814 E. Washington Avenue, Vinton, VA 24179
9. Roanoke City School Administration Building
40 Douglass A venue, NW, Roanoke, VA 24012
10. Roanoke Civic Center
710 Williamson Road, NE, Roanoke, VA 24016
11. Roanoke Airport
5202 Aviation Drive, Roanoke, VA 24012
12. Roanoke County School Administration Building
5937 Cove Road, Roanoke, VA 24019
13. Roanoke County Public Safety Center
5925 Cove Road, Roanoke, VA 24019
14. William Fleming High School
3601 Ferncliff Ave NW, Roanoke, VA 24017
Page 43
EXHIBIT D
List of facilities with courtesy service
COUNTY OF ROANOKE
6461 MERRIMAN RD ROANOKE, VA 24018
COUNTY OF ROANOKE
6461 MERRIMAN RD ROANOKE, VA 24018
COUNTY OF ROANOKE
STE 145 541 LUCK AVE SW ROANOKE, VA 24016
COUNTY OF ROANOKE
900 CHESTNUT ST VINTON, VA 24179
COUNTY OF ROANOKE
10148 TINSLEY LN BENT MOUNTAIN, VA 24059
COUNTY OF ROANOKE
5342 INDIAN GRAVE RD ROANOKE, VA 24018
COUNTY OF ROANOKE
7125 BENT MOUNTAIN RD ROANOKE, VA 24018
COUNTY OF ROANOKE
6624 PETERS CREEK RD, ROANOKE, VA 24019
9606 BENT MOUNTAIN RD BENT MOUNTAIN, VA
COUNTY OF ROANOKE
24059
COUNTY OF ROANOKE
3738 BRAMBLETON AVE ROANOKE, VA 24018
COUNTY OF ROANOKE
5925 COVE RD, ROANOKE, VA 24019
COUNTY OF ROANOKE
311 S POLLARD ST VINTON, VA 24179
COUNTY OF ROANOKE
STE 402 5204 BERNARD DR ROANOKE, VA 24018
COUNTY OF ROANOKE
150 HERSHBERGER RD ROANOKE, VA 24012
COUNTY OF ROANOKE
5235 HOLLINS RD ROANOKE, VA 24019
COUNTY OF ROANOKE
7415 WOOD HAVEN RD ROANOKE, VA 24019
COUNTY OF ROANOKE
STE 417 5204 BERNARD DR ROANOKE, VA 24018
COUNTY OF ROANOKE
6303 MERRIMAN RD ROANOKE, VA 24018
COUNTY OF ROANOKE(Explore Park)
56 ROANOKE RIVER PARKWAY, ROANOKE VA 24014
COUNTY OF ROANOKE
3917 DAUGHTERY RD SALEM, VA 24153
COUNTY OF ROANOKE (Ft Lewis F&R)
3915 WEST MAIN STREET SALEM, VA 24153
COUNTY OF ROANOKE (Hollins F&R)
7401 BARRENS ROAD, ROANOKE, VA 24019
COUNTY OF ROANOKE (Mt. Pleasant)
2909 JAE VALLEY ROAD, ROANOKE VA 24014
COUNTY OF ROANOKE
5401 BARNS AVE NW ROANOKE, VA 24019
COUNTY OF ROANOKE (Read Mt F&R)
43 EAST PARK DR. ROANOKE, VA 24019
COUNTY OF ROANOKE (Cave Spring F&R)
4212 OLD CAVE SPRING ROAD, ROANOKE, VA 24018
COUNTY OF ROANOKE (Cave Spring
Rescue)
3206 VALLEY FORGE AVENUE, ROANOKE, VA 24018
COUNTY OF ROANOKE
300 S POLLARD ST VINTON, VA 24179
ROANOKE COUNTY PUBLIC SCHOOLS
1200 HARDY RD VINTON, VA 24179
ROANOKE COUNTY PUBLIC SCHOOLS
3115 W MAIN ST SALEM, VA 24153
ROANOKE COUNTY PUBLIC SCHOOLS
2902 E WASHINGTON AVE VINTON, VA 24179
ROANOKE COUNTY PUBLIC SCHOOLS
1002 RUDDELL RD VINTON, VA 24179
ROANOKE COUNTY PUBLIC SCHOOLS
3712 CHAPARRAL DR ROANOKE, VA 24018
ROANOKE COUNTY PUBLIC SCHOOLS
5437 CRUMPACKER DR ROANOKE, VA 24019
ROANOKE COUNTY PUBLIC SCHOOLS
5000 TITAN TRL ROANOKE, VA 24018
Page 44
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
ROANOKE COUNTY PUBLIC SCHOOLS
6328 MERRIMAN RD ROANOKE, VA 24018
3838 OVERDALE RD ROANOKE, VA 24018
6758 NORTHSIDE HIGH SCHOOL RD ROANOKE, VA
24019
7130 BENT MOUNTAIN RD ROANOKE, VA 24018
4902 HIDDEN VALLEY SCHOOL RD ROANOKE, VA
24018
4880 BRAMBLETON AVE ROANOKE, VA 24018
5005 GRANDIN ROAD EXT ROANOKE, VA 24018
5205 FRANKLIN RD SW ROANOKE, VA 24014
6533 PETERS CREEK RD ROANOKE, VA 24019
3216 MOUNT PLEASANT BLVD ROANOKE, VA 24014
5901 PLANTATION CIR ROANOKE, VA 24019
2910 E WASHINGTON AVE VINTON, VA 24179
5404 SPRINGLAWN AVE ROANOKE, VA 24018
5901 COVE RD ROANOKE, VA 24019
6810 NORTHSIDE HIGH SCHOOL RD ROANOKE, VA
24019
ROANOKE COUNTY PUBLIC SCHOOLS 5937 COVE RD ROANOKE, VA 24019
Page 45
COUNTY EXHIBIT E
Sample Letter of Credit
FORM OF IRREVOCABLE LETTER OF CREDIT
[Bank Letterhead]
2018
Irrevocable Standby Letter of Credit
Letter of Credit No.
Issue Date: , 2018
Expiry Date:
Amount: $20,000 (USD Twenty Thousand and 00/100)
COUNTY OF ROANOKE, VIRGINIA
ROANOKE COUNTY ADMINISTRATOR
5204 BERNARD DRIVE
ROANOKE, VA 24018
Dear Roanoke County Administrator:
We hereby issue this irrevocable standby letter of credit for the above amount in the favor of the
County of Roanoke, Virginia, beneficiary, which is available for payment of the beneficiary's sight
drafts drawn on Bank bearing the clause, "Drawn under
Bank Letter of Credit Number ", accompanied
by the following documents:
This Letter of Credit and a certified statement signed by the County Administrator or other
designated County Official of the County of Roanoke, Virginia, stating that CoxCom, Inc. d/b/a Cox
Communications Roanoke, has not complied with the terms and conditions of a Cable Television
Franchise Agreement, by and between CoxCom, Inc. d/b/a Cox Communications Roanoke, as
"Payors", and the County as "County" or "Holder", in the original principal amount of $20,000 and
dated , 2018, ("Contract"), and that the amount of funds requested are due to the County of
Roanoke, Virginia, for CoxCom, Inc. d/b/a Cox Communications Roanoke's failure to comply with
the terms of the Franchise Agreement.
This irrevocable letter of credit sets forth in full the terms of our undertaking. This undertaking shall
not in any way be modified, amended, or amplified by reference to any document or contract
referred to herein.
This irrevocable letter of credit shall remain in full force until and including 10 years after the date
of execution of the Franchise Agreement, and shall automatically renew itself from year to year
Page 46
thereafter unless and until Bank shall give ninety (90) days prior
notice to the County of Roanoke, Virginia, by certified mail, return receipt requested, of its intent to
terminate the same at the expiration of the ninety (90) day period. During the last thirty (30) days
during which the letter of credit is in full force and effect, the County may draw up to the full
amount available under the letter of credit with a draft accompanied by a document stating CoxCom,
Inc. d/b/a Cox Communications Roanoke, or its agent has not compiled with the Franchise
Agreement or CoxCom, Inc. d/b/a Cox Communications Roanoke has not provided an acceptable
substitute irrevocable letter of credit.
We hereby agree with you that draft(s) drawn under and in compliance with the terms and conditions
of this letter of credit shall be duly honored if presented together with document(s) as specified and
the original of this credit, at our office located at
Roanoke, Virginia _
any renewal thereof.
on or before 12:00 noon on the above stated expiry date or
Except as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs
and Practice for Documentary Credits, established by the International Chamber of Commerce, as in
effect on the date of issuance of this credit.
Sincerely,
Signed
Title:
Bank
Page 47
ACTION NO.
ITEM NO. G.2
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
October 9, 2018
Ordinance declaring surplus and authorizing sale of two (2)
parcels totaling .505 +/- acres of real estate located at 3319
and 3323 Westmoreland Drive, Cave Spring Magisterial
District
Ruth Ellen Kuhnel
County Attorney
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
Roanoke County desires to declare surplus and sell two properties on Westmoreland
Drive for which the County has no public use.
BACKGROUND:
The County purchased two parcels of land in 1999 to facilitate an economic
development project on Brambleton and Hwy 419. The project (Home Depot), as then
proposed, did not materialize at that location and the parcels were never used for the
secondary entrance, which was originally contemplated. Home Depot reimbursed
Roanoke County for its acquisition expenses. There was an "agreement" for Roanoke
County to pay Home Depot the proceeds of any sale executed in 1999. In 2013,
County Attorney Paul Mahoney made overtures to the Home Depot's Corporate Offices
by telephone call and certified mail and to date they have never responded to the
County's effort to confirm that deal. The current County Attorney reached out to the real
estate legal division of Home Depot and they have not expressed any knowledge or
interest in any former agreement.
In 2013, staff initiated an effort to rezone the properties from R-1, Low Density
Residential to C-2, General Commercial to conform to the zoning classification of the
adjacent commercial properties and to better market them for sale by the County. The
sites are designated as Neighborhood Conservation in the 2005 Roanoke County
Page 1 of 3
Comprehensive Plan, although a staff report supported the rezoning to promote the
orderly development of the adjacent Core parcels to more accurately reflect County
development goals.
The 2013 rezoning effort was halted by Roanoke County staff after conversations with
neighborhood citizens and informal conversations with Planning Commission and the
Board Member representative of the Cave Spring District. The parcels remain currently
zoned R-1, Low Density Residential.
DISCUSSION:
Roanoke County has been maintaining the two parcels on Westmoreland Drive with
County staff. This maintenance requires mowing and trash removal, which has become
necessary due to illegal dumping activity. Adjacent property owners have periodically
contacted County staff regarding future plans and after an internal review, staff
concluded that no public purpose is served by keeping the parcels off the County tax
rolls.
The County has advertised for sealed bids in the Roanoke Times on two separate
occasions and communicated with the only adjacent property owner who called from the
posted property sign. That caller had no problem with the sale and more specifically
welcomes another owner since the County will not allow him to park on the site while we
own it. The one and only bidder resulting from both advertised periods is Scotty and
Gina Oakes Tanner operating as Nature's Emporium of Roanoke. The offer is for the
assessed value of each of the parcels as discussed below for a total of $58,600. The
proposed ordinance purports to sell the properties "as -is" with R-1 zoning. If the
Tanners wish to engage in the rezoning process, then they may pursue that action after
the conclusion of the sale.
This County Attorney cannot find an actual board action previously declaring the
property surplus so in an abundance of caution, staff is requesting that the Board of
Supervisors declare the property surplus in the ordinance to sell the property, if and
when, the Board makes that decision.
FISCAL IMPACT:
The parcels are assessed as follows
3319 Westmoreland Drive, .2585 acres @ $29,300; County paid $125,000 with building
now demolished
3323 Westmoreland Drive, .2507 acres @ $29,300; County paid $150,000 with building
now demolished
Offer: The only offer is for $58,600 for both properties, which reflects the total of each
Page 2 of 3
property's assessed value.
There have been no changes since the first reading of this ordinance on September 25,
2018.
STAFF RECOMMENDATION:
Staff has consulted with the various department heads and no public use is foreseen for
these two parcels. The parcels are actually costing us resources to maintain. Staff
recommends accepting the offer of $58,600 for the two parcels and consummating a
sale to Scotty and Gina Oakes Tanner (purchasers) or a business entity controlled by
the Tanners. Staff recommends approval.
Page 3 of 3
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION
CENTER ON TUESDAY, OCTOBER 9, 2018
ORDINANCE DECLARING SURPLUS AND AUTHORIZING SALE OF
TWO (2) PARCELS TOTALING .505 +/- ACRES OF REAL ESTATE
LOCATED AT 3319 AND 3323 WESTMORELAND DRIVE, CAVE
SPRING MAGISTERIAL DISTRICT
WHEREAS, Roanoke County purchased two parcels of land (Tax Map #77.13-5-
30 and #77.13-5.31) authorized by two separate ordinances Ordinance #101398-6 and
Ordinance #090898-9 respectively for the public purpose of facilitating an economic
development project which never materialized; and
WHEREAS, Roanoke County staff has been maintaining the two parcels since
1999 without identifying a new public purpose; and
WHEREAS, staff solicited bids from the public by advertisement in the Roanoke
Times for two consecutive weeks for sealed bids to be received by 5:00 pm, June 22,
2018; and
WHEREAS, one bid was received so after a report by staff in Closed Session on
June 28, 2018, the Board directed another attempt at publicizing the proposed sale; and
WHEREAS, staff solicited bids for a second time from the public by
advertisement in the Roanoke Times for four consecutive weeks for sealed bids to be
received by 2:00 pm, August 31, 2018; and
WHEREAS, one bid was received again which was reviewed in Closed Session
on September 11, 2018; and
WHEREAS, Section 18.04 of the Roanoke County Charter directs that the
acquisition and conveyance of real estate interests be accomplished by ordinance; the
Page 1 of 2
first reading of this ordinance was held on September 25, 2018, and the second reading
and public hearing will be held on October 9, 2018.
NOW, THEREFORE, BE IT ORDAINED by the Board of Supervisors of Roanoke
County, Virginia, as follows:
1. That the two parcels identified as 3323 Westmoreland Drive, Tax Map No.
77.13-5-30 (0.251 acres) and 3319 Westmoreland Drive, Tax Map No.
77.13-5-31 (0.254 acres) are hereby declared surplus and serve no
ongoing public purpose.
2. That County staff is authorized to sell these parcels for an amount of fifty
eight thousand six hundred and no/100 dollars ($58,600.00) after review
of the solicited sealed bids received after proper advertisement and public
hearing.
3. The buyers are Scotty Tanner and Gina Oakes Tanner trading as Nature's
Emporium of Roanoke.
4. That the County Administrator or Assistant County Administrators are
hereby authorized to execute such documents and take such actions on
behalf of Roanoke County in this matter as are necessary to accomplish
the acquisition of this real estate, all of which shall be approved as to form
by the County Attorney.
Page 2of2
ACTION NO.
ITEM NO. H.1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
APPROVED BY:
ISSUE:
October 9, 2018
Appointments to Committees, Commissions and Boards
Deborah C. Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
All open district appointments
BACKGROUND:
1. Budget and Fiscal Affairs Committee (BFAC) (appointed by District)
The following District appointments remain open:
Cave Spring Magisterial District
Vinton Magisterial District
Budget and Fiscal Affairs Committee (BFAC) (At -Large)
Two open appointments
2. Economic Development Authority (EDA) (appointed by District)
The following four-year term expired on September 26, 2017:
a) Steve Anderson, representing the Cave Spring Magisterial District is
eligible for reappointment
Ssunny Shah, representing the Windsor Hills Magisterial District, four-year term
expired on September 26, 2018. Supervisor Joseph P. McNamara has
Page 1 of 2
recommended the reappointment of Mr. Shah to an additional four-year term, which
will expire September 26, 2021. Confirmation has been added to the Consent
Agenda.
3. Library Board (appointed by District)
The following four-year term expired on December 31, 2016:
a) Heather Lawrence, representing the Vinton Magisterial District
FISCAL IMPACT:
There is no fiscal impact associated with this agenda item.
Page 2 of 2
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION
CENTER ON TUESDAY, OCTOBER 9, 2018
RESOLUTION APPROVING AND CONCURRING IN CERTAIN ITEMS SET
FORTH ON THE BOARD OF SUPERVISORS AGENDA FOR THIS DATE
DESIGNATED AS ITEM I- CONSENT AGENDA
BE IT RESOLVED by the Board of Supervisors of Roanoke County, Virginia, as
follows:
That the certain section of the agenda of the Board of Supervisors for October 9,
2018, designated as Item I - Consent Agenda be, and hereby is, approved and concurred
in as to each item separately set forth in said section designated Items 1 through 5
inclusive, as follows:
1. Approval of minutes: August 8, 2018; August 28, 2018 Joint Meeting with
Schools
2. Request to accept and allocate grant funds in the amount of $145,725 from the
Virginia Department of Criminal Justice Services Virginia Victim Witness Fund
3. Resolution expressing the appreciation of the Board of Supervisors of Roanoke
County to Priscilla D. Johnson, Senior Library Assistant, upon her retirement
after more than thirty-two (32) years of service
4. Resolution expressing the appreciation of the Board of Supervisors of Roanoke
County to Jeffery S. Stump, Firefighter/EMT, upon his retirement after more than
thirty (30) years of service
5. Resolution expressing the appreciation of the Board of Supervisors of Roanoke
County to C. Matthew Viar, Police Officer- Commander -Professional Standards,
upon his retirement after more than twenty-five (25) years of service
6. Confirmation of appointment to the Economic Development Authority
(EDA)(District)
Page 1 of 1
ACTION NO.
ITEM NO. 1.2
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
October 9, 2018
Request to accept and allocate grant funds in the amount of
$145,725 from the Virginia Department of Criminal Justice
Services Virginia Victim Witness Fund
SUBMITTED BY: Rebecca Owens
Director of Finance
APPROVED BY: Thomas C. Gates
County Administrator
ISSUE:
Acceptance and allocation of $145,725 for the Victim Witness Program from the Virginia
Department of Criminal Justice Services
BACKGROUND:
In 1984, the General Assembly created the victim/witness grant program and
designated the Department of Criminal Justice as the administering agency. The grant
funds provide financial support to local victim/witness programs designed to provide
direct services, information, and assistance required by Virginia's Crime Victim and
Witness Rights Act.
DISCUSSION:
This grant awarded to the Commonwealth Attorney's Office will be utilized to provide a
Victim Witness Program for Roanoke County.
FISCAL IMPACT:
Awarded grant federal funds for the Victim Witness Program total $109,294 and State
Special Funds total $36,431. There is no County match required with the acceptance of
this grant.
Page 1 of 2
STAFF RECOMMENDATION:
Staff recommends the acceptance and allocation of grant funds to the Commonwealth
Attorney's Office Victim Witness Program in the amount of $145,725.
Page 2 of 2
12c�db o-►. 3 G %S
COMMONWEALTH of VIRGINIA
Shannon Dion
Director
Mr. Thomas C. Gates
County Administrator
Roanoke County
5204 Bernard Drive
Roanoke, VA 24018-0798
Department of Criminal Justice Services
Title: Victim Witness Program
Dear Mr. Gates:
July 23, 2018
1100 Bank Street
Richmond, Virginia 23219
(804)786-4000
I am pleased to advise you that grant number 19-Y8561VW17 for the above -referenced grant program has
been approved in the amount of $109,294 in Federal Funds and $36,431 in State Special Funds for a total award
of $145,725. Please note that your Grant Number has changed due to reallocation of funds.
Enclosed you will find a Statement of Grant Award and a Statement of Grant Award Special Conditions.
To indicate your acceptance of the award and conditions, please sign the award acceptance and return it to
Albert Stokes, Grants Manager, at the Virginia Department of Criminal Justice Services (DCJS). Please review
the conditions carefully; as some require action on your part before we will disburse grant funds.
Also, enclosed are the Post Award Instructions and Reporting Requirements. Please refer to and read this
information carefully as it contains details on processing financial and progress reports, as well as requesting
awarded funds. Remember all financial and progress reports, budget amendment requests and request for
funds must be processed through our online Grants Management Information System (GMIS).
We appreciate your interest in this grant program and will be happy to assist you in any way we can to
assure your project's success. If you have any questions, please contact Anya Shaffer at (804) 786-2059 or by
email at Anya.Shaffer@dcjs.virginia.gov.
Sincerely,
Shannon Dion
Enclosures
cc: Ms. Anne A. Jones, V/W Program Director
Ms. Rebecca E. Owens, Finance Director
Ms. Anya Shaffer, DCJS Monitor
Criminal Justice Services Board • Committee on Training • Advisory Committee on Juvenile Justice and Prevention
Advisory Committee to the Court Appointed Special Advocate and Children's Justice Act Programs
Advisory Committee on Sexual and Domestic Violence • Private Security Services Advisory Board
www.dcjs.virginia.gov
ACTION NO.
ITEM NO. 1.3
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
APPROVED BY:
ISSUE:
October 9, 2018
Resolution expressing the appreciation of the Board of
Supervisors of Roanoke County to Priscilla D. Johnson,
Senior Library Assistant, upon her retirement after more than
thirty-two (32) years of service
Deborah C. Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
Recognition of the retirement of Priscilla D. Johnson
BACKGROUND:
Priscilla D. Johnson retired on October 1, 2018, after more than thirty-two years of
service with Roanoke County's Library Department.
Ms. Johnson is unable to attend today's meeting and her quilt and resolution will be
mailed to her home.
DISCUSSION:
There is no discussion associated with this agenda item.
FISCAL IMPACT:
There is no fiscal impact associated with this agenda item.
STAFF RECOMMENDATION:
Staff recommends adoption of the attached resolution.
Page 1 of 1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON
TUESDAY, OCTOBER 9, 2018
and
RESOLUTION EXPRESSING THE APPRECIATION OF THE BOARD OF
SUPERVISORS OF ROANOKE COUNTY TO PRISCILLA D. JOHNSON,
SENIOR LIBRARY ASSISTANT, UPON HER RETIREMENTAFTER MORE
THAN THIRTY-TWO (32) YEARS OF SERVICE
WHEREAS, Ms. Johnson was employed by Roanoke County on January 2, 1986;
WHEREAS, Ms. Johnson retired on October 1, 2018, after thirty-two years and nine
month of devoted, faithful and expert service to Roanoke County; and
WHEREAS, during Ms. Johnson's tenure with the Library Department, she has
served as a Library Assistant and Senior Library Assistant and served with professionalism
and dedication in providing services to the citizens of Roanoke County; and
WHEREAS, Ms. Johnson ably contributed to the development of the system -wide
fiction collection, enjoyed by patrons across Roanoke County.
NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Roanoke
County expresses its deepest appreciation and the appreciation of the citizens of Roanoke
County to PRISCILLA D. JOHNSON for more than thirty-two years of capable, loyal and
dedicated service to Roanoke County; and
FURTHER, the Board of Supervisors does express its best wishes for a happy and
productive retirement.
Page 1 of 1
ACTION NO.
ITEM NO. 1.4
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
APPROVED BY:
ISSUE:
October 9, 2018
Resolution expressing th
Supervisors of Roanoke
Firefighter/EMT, upon his
(30) years of service
appreciation of the Board of
County to Jeffery S. Stump,
retirement after more than thirty
Deborah C. Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
Recognition of the retirement of Jeffery S. Stump
BACKGROUND:
Jeffery S. Stump retired on September 1, 2018, after more than thirty years of service
with Roanoke County's Fire and Rescue Department.
Mr. Stump is unable to attend today's meeting and his quilt and resolution will be mailed
to his home.
DISCUSSION:
There is no discussion associated with this agenda item.
FISCAL IMPACT:
There is no fiscal impact associated with this agenda item.
STAFF RECOMMENDATION:
Staff recommends adoption of the attached resolution.
Page 1 of 1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON
TUESDAY, OCTOBER 9, 2018
RESOLUTION EXPRESSING THE APPRECIATION OF THE BOARD OF
SUPERVISORS OF ROANOKE COUNTY TO JEFFERY S. STUMP,
FIREFIGHTER/EMT, UPON HIS RETIREMENT AFTER MORE THAN
THIRTY (30) YEARS OF SERVICE
WHEREAS, Mr. Stump was employed by Roanoke County on June 20, 1988; and
WHEREAS, Mr. Stump retired on September 1, 2018, after thirty years and two
months of devoted, faithful and expert service to Roanoke County; and
WHEREAS, during Mr. Stump's tenure with the Fire and Rescue Department, he
has served as a Paramedic/Firefighter, and Firefighter/EMT and served with
professionalism and dedication in providing services to the citizens of Roanoke County;
and
WHEREAS, Mr. Stump always provided the outmost compassion when caring for
any patient and would ease the patient's pain with his outgoing personality;
WHEREAS, Mr. Stump was the unofficial Department historian and held all
members of the Department to the highest standards of integrity; and
WHEREAS, Mr. Stump used his natural mechanical abilityto assist the Department
in troubleshooting and repairing systems that the Department utilized on a daily basis such
as the ID/Access door locking system, patient stretcher systems, small engine repairs, and
countless other areas that would have otherwise required an outside vendor to repair thus
saving the Department a tremendous amount of funds over his tenure.
NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Roanoke
County expresses its deepest appreciation and the appreciation of the citizens of Roanoke
County to JEFFERY S. STUMP for more than thirty years of capable, loyal and dedicated
Page 1 of 2
service to Roanoke County; and
FURTHER, the Board of Supervisors does express its best wishes for a happy and
productive retirement.
Page 2 of 2
ACTION NO.
ITEM NO. 1.5
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
APPROVED BY:
ISSUE:
October 9, 2018
Resolution expressing the appreciation of the Board of
Supervisors of Roanoke County to C. Matthew Viar, Police
Officer -Commander -Professional Standards, upon his
retirement after more than twenty-five (25) years of service
Deborah C. Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
Recognition of the retirement of C. Matthew Viar
BACKGROUND:
C. Matthew Viar retired on October 1, 2018, after more than twenty-five years of service
with Roanoke County's Police Department.
Mr. Viar is unable to attend today's meeting and his quilt and resolution will be mailed to
his home.
DISCUSSION:
There is no discussion associated with this agenda item.
FISCAL IMPACT:
There is no discussion associated with this agenda item.
STAFF RECOMMENDATION:
Staff recommends adoption of the attached resolution.
Page 1 of 1
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON
TUESDAY, OCTOBER 9, 2018
RESOLUTION EXPRESSING THE APPRECIATION OF THE BOARD OF
SUPERVISORS OF ROANOKE COUNTY TO C. MATTHEW VIAR, POLICE
OFFICER -COMMANDER -PROFESSIONAL STANDARDS, UPON HIS
RETIREMENT AFTER MORE THAN TWENTY-FIVE (25) YEARS OF
SERVICE
WHEREAS, Mr. Viar was employed by Roanoke County on August 18, 1993; and
WHEREAS, Mr. Viar retired on October 1, 2018, after twenty-five years and one
month of devoted, faithful and expert service to Roanoke County; and
WHEREAS, during Mr. Viar's tenure with the Police Department, he quickly
advanced through the ranks of Police Officer, Police Officer II, Sergeant, Lieutenant and
finally to Commander; and
WHEREAS, as he advanced through the ranks, Mr. Viar protected the citizens of the
County and the Roanoke Valley with professionalism and dedication, while serving in the
Uniform Patrol, Special Operations, and Services Divisions as both an officer and
supervisor. Mr. Viar completed his service to the citizens of Roanoke County as the
Commander in the Professional Standards Unit; and
WHEREAS, during his career, Mr. Viar was extensively involved in the Traffic
Enforcement Unit, first as an officer and later as a supervisor. While in the Traffic
Enforcement Unit, he served as one of the most experienced fatality crash investigators
within the Department and also was a motor carrier inspector. Mr. Viar was one of the first
Field Training Officers and he was a certified bike officer; and
WHEREAS, Mr. Viar also served in various administrative functions including
Evidence Vault Sergeant, Services Division Lieutenant and Commander in the Professional
Page 1 of 2
Standards Unit. Within each of these roles, Mr. Viar performed in an exemplary manner.
He contributed his skills to the development of the firearms range and driving center, was
responsible for a successfully guiding the Department through the arduous CALEA
Accreditation process and contributed talents to professionalizing the policy development
and review process.
NOW, THEREFORE, BE IT RESOLVED that the Board of Supervisors of Roanoke
County expresses its deepest appreciation and the appreciation of the citizens of Roanoke
County to C. MATTHEW VIAR for more than twenty-five years of capable, loyal and
dedicated service to Roanoke County; and
FURTHER, the Board of Supervisors does express its best wishes for a happy and
productive retirement.
Page 2 of 2
ACTION NO.
ITEM NO. 1.6
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
AGENDA ITEM:
SUBMITTED BY:
APPROVED BY:
ISSUE:
October 9, 2018
Confirmation of appointment to the Economic Development
Authority (EDA)(District)
Deborah C. Jacks
Chief Deputy Clerk to the Board of Supervisors
Thomas C. Gates
County Administrator
Confirmation of appointment
BACKGROUND:
Economic Development Authority (EDA)(Distrct)
Ssunny Shah, Windsor Hills representative's appointment to the EDA expired
September 26, 2018. Supervisor Joseph P. McNamara has recommended the
reappointment of Mr. Shah for an additional four-year term to expire September 26,
2022.
FISCAL IMPACT:
There is no fiscal impact associated with these appointments.
STAFF RECOMMENDATION:
Staff recommends confirmation of this appointment.
Page 1 of 1
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COUNTY OF ROANOKE, VIRGINIA
CHANGES IN OUTSTANDING DEBT
Changes in outstanding debt for the fiscal year to date were as follows:
Unaudited
Outstanding
June 30, 2018 Additions Deletions
General Obligation Bonds $ 2,765,175 $
VPSA School Bonds 78,883,082
Lease Revenue Bonds 81,845,705
Submitted By
Approved By
$ 163,493,962 $
Rebecca E. Owens
Director of Finance
Thomas C. Gates
County Administrator
Outstanding
October 9, 2018
$ 2,765,175
8,121,855 70,761,227
2,685,000 79,160,705
$ 10,806,855 - $ 152,687,107
County of Roanoke, Virginia
Funds Invested in the VML / VACO OPEB Pooled Trust
Portfolio I
Annual Report to the Board of Supervisors
$ 5,856,227.17 $ 6,531,608.00 $ 6,531,608.00
The Local Finance Board of the County of Roanoke, Virginia has met all of its obligations for
FY 2017-2018. The Local Finance Board members are Kevin Hutchins, Penny Hodge,
Paul Mahoney, and Rebecca Owens.
The above schedule summarizes the funds that are under the responsibility of the Local
Finance Board. These funds are invested in the VML /VACO OPEB Investment Pool,
Portfolio I, as authorized by the Roanoke County Board of Supervisors.
Submitted by:
Kevin Hutchins
Chairman, Roanoke County Local Finance Board
Prior Fiscal
Fiscal Year Ended
Cumulative
Years
June 30, 2018
Total
Beginning Balance
$ 5,856,227.17 $
-
Contributions
3,697,802.00
121,825.00
3,819,627.00
Investment Income
9,941.03
27.01
9,968.04
Membership fee
(5,000.00)
-
(5,000.00)
Program and bank fees
(38,009.31)
(7,070.69)
(45,080.00)
Net unrealized gain (loss)
2,191,493.45
560,599.51
2,752,092.96
$ 5,856,227.17 $ 6,531,608.00 $ 6,531,608.00
The Local Finance Board of the County of Roanoke, Virginia has met all of its obligations for
FY 2017-2018. The Local Finance Board members are Kevin Hutchins, Penny Hodge,
Paul Mahoney, and Rebecca Owens.
The above schedule summarizes the funds that are under the responsibility of the Local
Finance Board. These funds are invested in the VML /VACO OPEB Investment Pool,
Portfolio I, as authorized by the Roanoke County Board of Supervisors.
Submitted by:
Kevin Hutchins
Chairman, Roanoke County Local Finance Board
Roanoke County Public Schools, Virginia
Funds Invested in the VML / VACO OPEB Pooled Trust
Annual Report to the Board of Supervisors
Beginning Balance
Contributions
Investment Income
Membership fee
Program and bank fees
Net unrealized gain (loss)
Prior Fiscal Fiscal Year Ended Cumulative
Years June 30, 2017 Total
$ - $ 680,327.54 $ -
496,157.00 - 496,157.00
1,007.78 - 1,007.78
(5,729.10) (1,263.26) (6,992.36)
188,891.86 65,111.88 254,003.74
$ 680,327.54 $ 744,176.16 $ 744,176.16
Roanoke County Schools joined the OPEB Pooled Trust in 2012 in response to the implementation
of GASB Statement 45 which required the School System to recognize the cost of retiree health
benefits in the year when the employee services are rendered. Participation in a trust allowed the
School System to utilize more favorable actuarial terms in determining the overall liability for the
future benefit.
The Local Finance Board of the County of Roanoke, Virginia has oversight of the OPEB Pooled
Trust and has met all of its obligations for 2017-2018. The Local Finance Board members
are Penny Hodge, Kevin Hutchins, Paul Mahoney, and Rebecca Owens.
The above schedule summarizes the funds that are under the responsibility of the Local
Finance Board. These funds are invested in the VML /VACO OPEB Investment Pool, as
authorized by the Roanoke County School Board.
Submitted by:
Kevin Hutchins
Chairman, Roanoke County Local Finance Board
ACTION NO.
ITEM NUMBER
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA
HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER.
MEETING DATE: October 09, 2018
AGENDA ITEMS: Statement of the Treasurer's Accountability per Investment and Portfolio Policy, as of
31 -Aug -18
SUMMARY OF INFORMATION:
CASHINVESTMENT:
SUNTRUST CON 8,700,815.88 8,700,815.88
CrZOPA=1N �il�►��
SCOTT STRINGFELLOW CONTRA
(227,598.00)
SCOTT STRINGFELLOW
38,004,825.22
WELLS FARGO
11,000,000.00
WELLS FARGO CONTRA
(94,590.00) 48,682,637.22
LOCAL GOVT INVESTMENT POOL:
31,283,256.56
GENERAL OPERATION
10,105,383.69 10,105,383.69
MONEY MARKET:
AMERICAN NATIONAL BANK
2,032,158.37
BRANCH BANKING & TRUST
95,950.47
HOMETRUST BANK
11,501.05
SCOTT STRINGFELLOW - JAIL
1,126,771.90
SCOTT STRINGFELLOW
31,283,256.56
WELLS FARGO
1,056,173.28
BANK OF THE JAMES
502,578.50 36,108,390.13
TOTAL
103, 597, 226.92
10/09/2018
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION
CENTER ON TUESDAY, OCTOBER 9, 2018
RESOLUTION CERTIFYING THE CLOSED MEETING WAS HELD IN
CONFORMITY WITH THE CODE OF VIRGINIA
WHEREAS, the Board of Supervisors of Roanoke County, Virginia has convened a
closed meeting on this date pursuant to an affirmative recorded vote and in accordance
with the provisions of The Virginia Freedom of Information Act; and
WHEREAS, Section 2.2-3712 of the Code of Virginia requires a certification by the
Board of Supervisors of Roanoke County, Virginia, that such closed meeting was
conducted in conformity with Virginia law.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Supervisors of Roanoke
County, Virginia, hereby certifies that, to the best of each member's knowledge:
1. Only public business matters lawfully exempted from open meeting requirements
by Virginia law were discussed in the closed meeting which this certification resolution
applies; and
2. Only such public business matters as were identified in the motion convening the
closed meeting were heard, discussed or considered by the Board of Supervisors of
Roanoke County, Virginia.
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