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HomeMy WebLinkAbout10/10/2023 - RegularRoanoke County Board of Supervisors October 10, 2023 INVOCATION: Pastor Chuck Stanley Cave Spring Baptist Church 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." Page 1 of 4 Roanoke County Board of Supervisors Agenda October 10, 2023 Good afternoon and welcome to our meeting for October 10, 2023. 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 Sunday from 10:00 a.m. until 5 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. NEW BUSINESS 1. Resolution approving a Comprehensive Agreement between the County and G&H Contracting, Inc. regarding construction services for the Bonsack fire station (Peter S. Lubeck, County Attorney; George Assaid, Capital Projects Administrator) Page 2 of 4 D. FIRST READING OF ORDINANCES 1. Ordinance approving a permanent easement to the City of Roanoke on property owned by the Roanoke County Board of Supervisors (Roanoke County Tax Map Number 060.11-04-17.00-0000) for the purpose of constructing and maintaining the City of Roanoke's Glade Creek Stream Restoration Project (Lindsay Webb, Parks Planning and Development Manager) E. PUBLIC HEARING AND SECOND READING OF ORDINANCES 1. Ordinance approving and authorizing the execution of cable television franchise agreement by and between the County of Roanoke and Shenandoah Cable Television LLC (Peter S. Lubeck, County Attorney) F. APPOINTMENTS 1. Roanoke County Board of Zoning Appeals (BZA) (appointed by District) 2. Roanoke County Economic Development Authority (EDA) (appointed by District) 3. Roanoke County Library Board (appointed by District) 4. Roanoke County Parks, Recreation and Tourism Advisory Commission (appointed by District) G. 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, 2023; August 22, 2023 2. Resolution expressing the appreciation of the Board of Supervisors of Roanoke County to Billy Fadorick, Application Services Manager, upon his retirement after twenty-six (26) years of service 3. Designation of voting delegate to the Virginia Association of Counties (VACo) Conference to be held November 12-14, 2023 4. Ordinance approving a permanent easement to the City of Salem for the erection of a public bus shelter located at 305 East Main Street, Salem, Virginia (the Roanoke County Courthouse property) H. CITIZENS' COMMENTS AND COMMUNICATIONS Page 3 of 4 I. REPORTS 1. Unappropriated, Board Contingency and Capital Reserves Report 2. Outstanding Debt Report J. REPORTS AND INQUIRIES OF BOARD MEMBERS 1. Paul M. Mahoney 2. David F. Radford 3. P. Jason Peters 4. Phil C. North 5. Martha B. Hooker K. ADJOURNMENT Page 4 of 4 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: October 10, 2023 AGENDA ITEM: Resolution approving a Comprehensive Agreement between the County and G&H Contracting, Inc. regarding construction services for the Bonsack fire station SUBMITTED BY: Peter S. Lubeck County Attorney APPROVED BY: Richard L. Caywood County Administrator ISSUE: Approval of a comprehensive agreement between the County and G&H Contracting, Inc., regarding construction services for the Bonsack Fire Station BACKGROUND: At the County Administrator's direction, a request for proposals pursuant to the Public - Private Education Facilities and Infrastructure Act (PPEA) was issued for the construction of a new County fire station which will be located at 1465 Mexico Way, NE in the City of Roanoke, which fire station shall be known as the Bonsack Fire Station. Following the receipt of proposals, the Board, on October 20, 2022, held a public hearing to receive citizen comments on such proposals, as required by the County's adopted PPEA guidelines. After the public hearing and the process of competitive negotiation, County purchasing staff selected G&H Contracting, Inc. (G&H) as the party with whom to pursue the design and construction of the Bonsack Fire Station. On February 28, 2023, the Board approved an interim agreement with G&H for pre - construction services, which included, among other services, site plan design, site permitting review and approvals, and building design development for the Bonsack Fire Station. Pursuant to the interim agreement, the County paid G&H $367,950 for the agreed -upon pre -construction services. Page 1 of 2 DISCUSSION: G&H has completed the pre -construction services. County staff and G&H have negotiated a comprehensive agreement for the construction of the Bonsack Fire Station for a guaranteed maximum price of $8,012,308. If the agreement is approved, it is anticipated that construction of the Fire Station will be completed in late 2024. Due to file size, the following Exhibits can be found at the following link: <https://www.roanokecountyva.gov/DocumentCenter/Index/2114> Comprehensive Agreement - Bonsack Fire Station Exhibit 1 - Interim Agreement Exhibit 2 - Project Plan and Project Manual Exhibit 3 - Attachment A Exhibit 3 - Additional Scope Exhibit 3 - Attachment B Exhibit 3 - Attachment C Exhibit 4 - GMP Detailed Pricing Exhibit 5 - Project Schedule STAFF RECOMMENDATION: Staff recommends that the Board, by resolution, approve the agreement. 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 10, 2023 RESOLUTION APPROVING A COMPREHENSIVE AGREEMENT BETWEEN THE COUNTY AND G&H CONTRACTING, INC. REGARDING CONSTRUCTION SERVICES FOR THE BONSACK FIRE STATION WHEREAS, at the County Administrator's direction, a request for proposals pursuant to the Public -Private Education Facilities and Infrastructure Act (PPEA) was issued for the construction of a new County fire station which will be located at 1465 Mexico Way, NE in the City of Roanoke, which fire station shall be known as the Bonsack Fire Station; and WHEREAS, following the receipt of proposals, the Board, on October 20, 2022, held a public hearing to receive citizen comments on such proposals, as required by the County's adopted PPEA Guidelines; and WHEREAS, following the process of competitive negotiation, County purchasing staff selected G&H Contracting Inc. (G&H) as the party with whom to pursue the design and construction of the Bonsack Fire Station; and WHEREAS, on February 28, 2023, the Board approved an interim agreement with G&H for pre -construction services, which included, among other services, site plan design, site permitting review and approvals, and building design development for the Fire Station; and WHEREAS, G&H has concluded such pre -construction services and County staff and G&H have negotiated a comprehensive agreement for construction of the Fire Station; and Page 1 of 2 WHEREAS, pursuant to the County's PPEA Guidelines, the Board of Supervisors must approve any interim or comprehensive agreement entered into pursuant to the PPEA between the County and a private entity; and WHEREAS, it is proposed that the County now enter into a comprehensive agreement with G&H Contracting, Inc., for the construction of the Bonsack Fire Station. NOW, THEREFORE, BE IT RESOVLED by the Board of Supervisors of Roanoke County, that 1. The County Administrator, Deputy County Administrator, or Assistant County Administrator is authorized to execute the proposed comprehensive agreement with G&H Contracting, Inc., for construction services for the Bonsack Fire Station, which shall be approved as to form by the County Attorney. 2. This resolution shall be effective upon its adoption. Page 2 of 2 ACTION NO. ITEM NO. D.1 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: October 10, 2023 AGENDA ITEM: Ordinance approving a permanent easement to the City of Roanoke on property owned by the Roanoke County Board of Supervisors (Roanoke County Tax Map Number 060.11- 04-17.00-0000) for the purpose of constructing and maintaining the City of Roanoke's Glade Creek Stream Restoration Project SUBMITTED BY: Lindsay B. Webb Parks Planning and Development Manager APPROVED BY: Richard L. Caywood County Administrator ISSUE: The City of Roanoke has requested an easement for their Glade Creek Stream Restoration project proposed near Gus Nicks Boulevard on property owned by the Roanoke County Board of Supervisors located in the Town of Vinton, identified as Roanoke County Tax Map No. 060.11-04-17.00-0000. BACKGROUND: The City of Roanoke proposes to construct a stream restoration project on Glade Creek that will extend approximately 1,500 feet downstream and 800 feet upstream of Gus Nicks Boulevard in order to lower sediment discharges to the stream in accordance with the requirements of its Municipal Separate Storm Sewer System Permit. A portion of this project is proposed to be constructed on property owned by the Roanoke County Board of Supervisors which is located in the Town of Vinton, and identified as Roanoke County Tax Map No. 060.11-04-17.00-0000. The project has been designed by Stantec and is being partially funded by the City of Roanoke using a Virginia Stormwater Local Assistance Fund (SLAF) grant. The Deed of Easement was prepared by an attorney for the City of Roanoke, in Page 1 of 3 consultation with County staff; and has been reviewed by the County Attorney's office. The Town of Vinton has also been consulted, and they have no objections to this project. Additionally, pursuant to authority granted by the Board of Supervisors, the County of Roanoke entered into a Memorandum of Understanding with the City of Roanoke on June 27, 2023, to allow the City of Roanoke to act as the local permitting authority for the Erosion and Sediment Control and the Virginia Stormwater Management Program for the portion of their project that is located in the County of Roanoke. DISCUSSION: The City of Roanoke is requesting the following easement on the subject parcel identified as Tax Parcel 60.11-04-17.00-0000, owned by the County of Roanoke and located within the Town of Vinton: "New Variable Width Maintenance Easement" containing 28,388 square feet, more or less, depicted on the plat entitled "Easement Plat Showing Variable Width Permanent Maintenance Easement (28,388 Square Feet /0.6517 Acres) along Glade Creek to be granted to the City of Roanoke, Virginia, by the Roanoke County Board of Supervisors, Situated adjacent to Vale & Kermit Avenues N.E. and Gus Nicks Boulevard Town of Vinton, Roanoke County, Virginia" dated July 5, 2023, prepared by Lumsden Associates, P.0 The property currently contains the Glade Creek Greenway, a greenway trailhead parking lot, athletic fields, a bus garage, and a parking area for Roanoke County Schools. The County of Roanoke donated easements for the Glade Creek Greenway to the Town of Vinton in 2016 and 2019. Construction will be totally contained within the stream restoration easement area along the creek. Construction access for the work is planned from the west (City of Roanoke) side of the creek along Kermit and Vale Avenues with no access occurring across the County owned property. The public using the Glade Creek Greenway will be separated from the construction activities by a construction safety fence. Construction within the easement is anticipated to begin in the Fall of 2023. Once construction is complete, the City of Roanoke will be responsible for all future maintenance. The construction and operation of the City of Roanoke's Stream Restoration of Glade Creek is not anticipated to impact any County park facilities or uses. Page 2 of 3 FISCAL IMPACT: There are no fiscal impacts anticipated to Roanoke County as a result of this agenda item. STAFF RECOMMENDATION: Staff recommends approval of the first reading of this ordinance and scheduling of the second reading for October 24, 2023. Page 3 of 3 Pattern legend AVMS (Fmd/P9E919) Concrete 85*4 • Valubb 61dth Maintenance Easement SYMBOL LEGEND Properly Monument Property Corner Property Line Street Light Utility Pole Guy Wire Electric Transformer ABBAEWAIION DESCRIPTION 71/71y00 CupoWVh nr710werPCompany 00 Overhead OuIilities Notes. 1) MIS FIAT IS BASED ON A CURRENT 6770 SURFS.. BOUNDARY PREFORMED ANE 6th, 2021 AND PHYSCL UMPROYENEH7S MEMBER 3rd MOOCH DEC7NER 36 2020. 2) D05 RAT WAS PREPARED SNOUT THE 80017T CPA CURRENT RILE REP87T AND ENCUMBRANCES MAY UST I RCH AFFECT RE SUBJECT PROPWFY THAT ARE NOT SHORN /ENEOV. 3) TIE PROPLRTY LIES MINN RE U875 OF A .SPECIAL R000 HAZARD AREA AS OEVOFA7ED BY E.E.MA MS ORISON IS BASED ON AN olWECDON OF BE FLOOD INSURANCE RATE MAPS AND HAS BEEN SEWED BY ACTUAL 1E7D 6EVA0C640, 55E MAP MASER 5II61C01675 DATED SPOILER 24 2007. ZONES 'IE; Y (SHADED) & Y (UNSHADED). 5 RE HORIZONTAL MAD 83) 8 WTRT7CAL CYN7RO CRAW/ 88) FOR 7700 PROJECT WAS BASED ON TRIMBLE' REACT WTS OS NEWS AND LIES 10 RE WY ROAN8E CPS CTNTS& & COCRONA7E VALUES AS SHOWN HEREON ARE SURFACE COOR]08A7R' ESTABFS7ED BY SCALING THE GRID COOK MAIE4 AT POST 110003 0436304 C61 86X E1107527&76530, ELEV.:97&177 BY A COMBINED SCALE FACTO241. 7. FOR CAMP; SOME PHYSICAL LMPROIEENTS AND THE SPECIAL ROOD HAZAfiO AREA& AS DESLNA]ED BY FEW, ARE NOT SWAN HEREON. LINE TABLE —NEW VARIABLE WIDTH EASEMENT •••» ?K: MAINTENANCE IRE BEARING DBTANCE 1BE BEAMS DISTANCE Cl-C2 N 4972YY E 7.26' CZSC26 N 24297Y E 31.35' 62-0.3 N saute E 20.95' 526-627 N 315657E 3215' 5,5-54 N 60)T2Y E 28.96' C27-C26 N 3798d4' E 3A40' 04-05 N 377591' E 17.92' C26-028 N 53'492T E 21,92' 65-66 N 207704' E 11.42' 729-630 N 400.256' E 44.67 C6-C7 N 347676' E 3329' C&O-CM N 485075 E 36,54' 77-128 N 417250' E 6565' 20-632 N 742070' E 1279' C8-C9 N 395870' E 49.11' C32-CM N 4979'28* E 69.I2' C9-C70 N 3009'16' E 1&84' 03-C34 N 539626' E 3920' CIO-CI7 N 152126' E 3397 C34-05 N 61570Y E 4258' C11-02 N 0502Y14' E 27.80' G35-06 N 0697'57' W 4.89'' e 612-673 N 087633' E 30.97 636-237 N 05995' W 27.13' CI3-C74 N 773150' E 3&82' C37-C38 S 55.35'28' W 79&14' C/4-CI5 N I500L5' E 7291' C38-C79 5 4818'20' W 4412' 215-276 N 1245'00' W 19.97 639-640 5 4121120' W 65,57' 616-677 N 074007 E 2300' 040-641 S 3571.43 W 6081' 917-00 M 072733' W 2065' C4I-C42 5 7834'06' W 9&4Y CIB-679 N 06795P E 1588' C42-C43 S 0552'49' W 127.24' CI9-C20 N I059Tr E 35.50' C45-C44 S 0274123' W 11357' 020-721 N 020227' W 4025' 044-6.45 5 /12729' W 21501' C27-02 N 047111'E 6900C45-C48 5 415702' w 210.33' C22-C23 N 120715' E 37.37 C46-C47 S 437Y16' W 18.65' 627-624 N 1629717E 3240' 647-0 $ 405270' E 2807 C24-C25 N 3371647 E 1085' '' - Denotes Card Bemh9 8 Distance Told Ana. 0.6577 Acme / 21(.788 Swam Feet CURIE C35-C36 RA@US 90.10' LENGTH 4.89' CURVE TABLE TANGENT 2.45' 011010 4.89' BEARING N 069757' DELTA 39646' INSTRUMENT # IN R4E CLERK'S OFFICE OF THE OSCINE COURT OF ROANOCE COUNTY, WRONIA, THIS PLAT PATH NE CER97TCA7E OF ACKN084EDGMENT, RERETO ANNEXED, IS ADMITTED 7l9 RECORD 2V 2023 AT _ O'CLOCK _.M. 71107EE RHONDA D. PERDUE, CLERK DEPUTY CLERK Easement Plat Showing Variable Width Permanent Maintenance Easement (28,388 Square Feet/0.6517 Acres) along Glade Creek to be granted to the City of Roanoke Virginia by the Roanoke County Board of Supervisors Situated adjacent to Vale & Kermit Avenues N.E. and Gus Nicks Boulevard To.. of Vinton Roanoke County, Virginia a INSTRUMENT # !!►1 1 1 1 1 i � Otis L_-1--L_L_1-_L_L__ Vale Avenue N.E. ..gP 5, OS� r ''— e� I Kenwood Subdivision ®..' 'P.a 1, PG 256 (Roanoke County) ' Gay Plan 2ta ' ' - •• • _ -�1 __ rr f Prop and Easement Boundary I ' . from Comas C-37 through C-47 runs with the Center of Glade Creek \ A4 1 l ' ' ' being the Division Line of / r ,'`. e d Roanoke County/Town of tmton aS� r and Dle City o/ Roanoke Vkglnla ® �'� ... APOD AfP f155-I55I. l Graphic Scale D. 30' 60' 120' Marlon street Or1wv lam J''J '�" .�r' 1. _ ASP' b r, ' 8 - _ '-- _ 25 Sanitweger y SEasement ,—g0 4E1 _ (Instmmenl /201203791) —� I3 r I \ \\ \\ \\ len --•Rio al.,PE4R1110174111, WOO ROD p yt 9 1' inch = 60' Feel Ida 11111111101 'en m3 80' Greenway Ease 9) (Instrument 1 Tax /t00.11-04-17,00-0IXO Preyerty of ROANOKE COOJN70 BOARD OF SPONSORS Inefromnt /f013/3B68 Lot A -IA. Canty School Bawd Sddaddn Instrument /2m212052 (Plat) Nth A --s—humn�f1t07ccess —.9\)— im /O60.n-04-2600-0000 \\ Br4 1170 D.0 Msimmnt /201705B66 Lot 0-1, County Shod Board .Addlx lon Inetma nt /201212052 (Plot) INSTRUMENT # K e n w o o d Subdivision P.a 1, PG. 25B (Rownulm County)' ' — _ L City Plan 2960A[ _ _ l � _t • 55-A4-�629 New Variable Wath Maintenance Easement m••• fCicrram774.771•••iii. 7ippr•:..q_714mtvtiojitiiity 1 Roanoke County Career Center 10'x 10' 0rohoge Easement Teo /06011-01-17.00-0000 Prow6Ty 06 ROA,Wy0 COUNTY BOARD Or SUPERWSORS Amtrument /10I313869 Lot A -IA, County School Band Sv6d elan Instrument /201212852 (Plot) Tax /06011-04-21.00-0000 Property of 70NI OF WNRr Deed Book 164, Page 145 Property of TOr! OF VINTON Vantea Right -of -Way 0d Wnka NB Rood 4BDT Project #)040-128-11h RW-20I, C-501, Sheets 6-8 Variable Width Greenwoy Easement (Instrument 1201908631) Easement Plat Showing Variable Width Permanent Maintenance Easement (2$388 Square Feef/0.6517 Awes) dreg Glade Creek to be granted to the City of Roanoke, Virginia by the Roanoke County Board of Supervisors Situated adjacent to Vale & Kermit Avenues N.E. and Gus Nicks Boulevard Town of Vinton Roanoke County, Virginia \ \ " • \\\ \ \\ \ \ INSTRUMENT # Prepared by: David L. Collins Senior Assistant City Attorney VSB #42673 Office of the City Attorney Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 464 Roanoke, VA 24011 Exemptions claimed: Grantee is exempted from Clerk's fees pursuant to §17.1-266, Code of Virginia. Grantor and Grantee are exempted from recordation taxes and fees, pursuant to §58.1-811(A)(3) and §58.1-811(C)(3), Code of Virginia. Roanoke County Parcel No. 060.11-04-17.00-0000 Property Owner: Roanoke County Board of Supervisors THIS DEED OF EASEMENT is entered into this _ day of , 2023, by ROANOKE COUNTY BOARD OF SUPERVISORS ("Grantor"), and the CITY OF ROANOKE, VIRGINIA, a municipal corporation organized and existing under the laws of the Commonwealth of Virginia ("Grantee"), WITNESSETH: WHEREAS, Grantor is the owner of certain real property located in the Town of Vinton, in Roanoke County, Virginia, at 301 Gus Nicks Blvd., Roanoke, Virginia, and designated as Roanoke County Parcel No. 060.11-04-17.00-0000 ("Property"), WHEREAS, Grantee needs a permanent maintenance easement across the Property to perform work and perpetual maintenance in connection with the City of Roanoke's Glade Creek at Gus Nicks Blvd Stream Restoration Project ("Project"), a public works project designed to reduce sediment loads within the Roanoke River by stabilizing and restoring approximately 2,921 of linear feet of Glade Creek, a tributary of the Roanoke River, and provide for the installation of stream features and bank structures, grading for floodplain reconnection, and increased flood storage, and establishment of a riparian buffer, and perform such other work on the Property, as described herein (the "Work"); and WHEREAS, Grantor desires to convey such easement to Grantee upon the terms and conditions stated below. NOW THEREFORE, THAT FOR AND IN CONSIDERATION of the sum of TEN AND NO/DOLLARS ($10.00) cash in hand paid by the Grantee to Grantor, receipt of which is hereby acknowledged, and of the benefits to accrue to Grantor from the construction of the Project, and the above recitals which are incorporated herein, Grantor hereby GRANTS AND CONVEYS unto Grantee, a permanent public maintenance easement ("Easement") across certain sections of the Property as shown on the sheets attached hereto as Exhibit A, which are incorporated herein by reference, for the purpose of completing the Project, as further described in the above recitals in connection with the Work, including and not limited to, installing and thereafter maintaining, and operating the Project within the area of the Easement, with all necessary appurtenances thereto, and Grantor does hereby assign, transfer and set over unto Grantee any and all right, title and interest it may have in and to said facilities and all necessary appurtenances, which interest shall not interfere with Grantor's use of its property, thereto installed by Grantee within the area of such Easement, said Easement being over, through and across a portion of real estate lying in the Town of Vinton, in Roanoke County, Virginia, bearing Roanoke County Official Parcel No. 060.11-04- 17.00-0000: Roanoke County Official Parcel No. 060.11-04-17.00-0000: A NEW VARIABLE WIDTH PERMANENT MAINTENANCE EASEMENT, containing 28,388 square feet, more or less, depicted on the plat entitled " Easement Plat Showing Variable Width Permanent Maintenance Easement (28,388 Square Feet /0.6517 Acres) along Glade Creek to be granted to the City of Roanoke, Virginia, by the Roanoke County Board of Supervisors, Situated adjacent to Vale &Kermit Avenues, N.E. and Gus Nicks Boulevard Town of Vinton, Roanoke County, Virginia" dated July 5, 2023, prepared by Lumsden Associates, P.C., on record in the Clerk of Circuit Court's Office for the County of Roanoke as Instrument No. , on file in the Stormwater Division for the City of Roanoke, Virginia. The Grantee agrees to provide two (2) working days' prior written notice to the Grantor before entering the Property to perform any of the Work, including without limitation design, surveying, and other preliminary tasks related to the Work. Grantee agrees that the construction of the Project will not result in any excavation that steepens any slopes within 5-feet of the edge of pavement of the existing Greenway. In the event that construction results in excavation occurring within 5-feet of the edge of pavement of the existing Greenway, the Grantee shall correct the grading to restore original grade or provide other provisions acceptable to the County. Grantor acknowledges that Grantee shall have the foregoing rights within the area of the Easement, subject to any and all existing limitations that may be imposed by easements or conveyances that exist as of the time of execution of this Instrument: 1. To perform excavation, and removal and disposal of excavation soil in accordance with all local, state and federal laws. 2. To clear brush, trees, debris, undergrowth, and remove other obstructions located within the area of the easement. The City and its contractors have inventoried all trees within project limits above 12" DBH, and have indicated protection of some specific trees identified in Exhibit B. Trees that have been identified to be saved shall have tree protection installed around them, and the County shall approve the installed tree protection, prior to the start of work. 3. To remove and replace any County owned utilities that may need to be moved, at Grantee's sole cost and expense 4. Regrading and excavation of stream banks. 5. To install various natural and artificial structures within the area of the Easement to reduce soil erosion. 6. To perform any additional activities reasonably related to stream bank stabilization and restoration, and the rights conveyed above. 7. To maintain the Work under the City's Long-term Maintenance guidelines per grant funding requirements. On an annual and as needed basis, perform inspection of the Work to ensure proper structural integrity and management of invasive plant species outlined in Exhibit C. 8. If after the completion of construction, the Grantee desires to cut down any tree with a size greater than 4" DBH, The Grantee shall obtain the Grantor's written approval prior to cutting the tree down. Any brush or trees or other vegetation that is cut for maintenance purposes shall be removed from the property by the Grantee. Grantee further acknowledges that upon completion of the Project, it will restore any of Grantor's Property disturbed or damaged solely a result of Grantee's Work, to the same condition in which the Property existed prior to commencement of the Work performed by Grantee within the area of the Easement, at Grantee's expense. The Grantor agrees that the Grantee will not be expected to restore the Property to the identical original condition, but rather as near thereto as is practicable to the same condition in which the Property existed at the time Grantee's work within the Easement commenced, and that the Grantor, at no cost to Grantor, will cooperate with the Grantee in effectuating such restoration. Grantee undertakes both directly and through its contractors, to take every reasonable precaution at all times for the protection of all persons and property at the location of the Work or in the vicinity of the Work or that may be affected by it or such contractor's operation in connection with the Work. Grantee agrees to require its contractors performing the Work to maintain adequate protection of all the Work to prevent damage to it and shall protect property from any injury or loss arising in connection with the Work, and to protect adjacent property owners to prevent any damage to it or loss of use and enjoyment by its owners. Grantee agrees to require its contractors to be responsible for the entire Work, and to indemnify and hold harmless Grantor for any claims brought against Grantor arising solely from the Work performed by such contractors on the Property. Grantor acknowledges that it will take no action to obstruct the Easement herein granted, and that Grantor shall not construct or build any improvement within the area of the Easement that might adversely impact the operation of the Project. Grantor shall obtain the written approval of the Grantee, which will not be unreasonably withheld, prior to constructing or building any improvement within the area of the Easement. Grantor maintains the right to access the Easement area to perform any self-imposed inspections, or oversight of performance of the Work and thereafter. At the Grantor's request, the Grantee will coordinate walkthroughs of the Project to ensure protection, and maintenance of the Property within the Easement area. The Easement conveyed herein, and the terms, conditions, and restrictions imposed therein, shall be binding upon the Grantor and Grantor's agents, heirs, and assigns, and successors in title, and shall continue as a servitude running in perpetuity with the Property. The City of Roanoke, Virginia, by and through its duly authorized City Manager, accepts this conveyance in accordance with Section 15.2-1803 of the Code of Virginia (1950) as amended as evidenced by his signature below. Richard L. Caywood, County Administrator of Roanoke County, Virginia, hereby joins in the execution of this instrument to signify the approval by the Roanoke County Board of Supervisors of this Deed of Easement pursuant to Ordinance approved by the Roanoke County Board of Supervisors on the day of , 2023. WITNESS the following signatures and seals: GRANTEE: CITY OF ROANOKE, VIRGINIA By: Robert S. Cowell, Jr., City Manager Approved as to Form: Approved as to Execution Assistant City Attorney Assistant City Attorney City of Roanoke City of Roanoke COMMONWEALTH OF VIRGINIA' CITY/COUNTY OF ' To -wit: GRANTOR: ROANOKE COUNTY BOARD OF SUPERVISORS By: (SEAL) Printed Name: Title: The foregoing instrument was acknowledged before me this day of , 2023, by , the , of Roanoke County Board of Supervisors , for and on behalf of the Roanoke County Board of Supervisors. My Commission expires: Notary Public Registration No. Exhibit A Delineation of Temporary Construction and Permanent Maintenance Easement Attached as separate document Exhibit B Specifications for Tree Protection within Easement Eleven (11) trees with a DBH greater than 12" have been identified within the Project LOD and within the requested Easement area as "save". In addition to the adherence of all federal, state, and local requirements for tree clearing and disposal of trees designated for removal as part of Work, these save trees shall be protected following the Virginia Erosion and Sediment Control measures outlines in Standard and Spec. 3.38. Referencing Spec. 8d, Plastic fencing shall be used to protect the save trees and their drip lines to the extent possible. The Work within the requested Easement consists of light hand -grading, and planting, with no large equipment infringing on the drip line areas. d. Plastic Fencing - 40-inch high "international orange" plastic (polyethylene) web fencing secured to conventional metal "T' or "U" posts driven to a minimum depth of 18 inches on 6-foot minimum centers shall be installed at the limits of clearing. The fence should have the following minimum physical qualities: Tensile yield: Average 2,000 lbs. per 4-foot width (ASTM D638) Ultimate tensile yield: Average 2,900 lbs. per 4-foot width (ASTM D638) Elongation at break (%): Greater than 1000% (ASTM D638) Chemical resistance: Inert to most chemicals and acids 1992 CORRECT METHODS OF TREE FENCING CORRECT TRUNK ARMORING TRIANGULAR BOARD FENCE Source: Va. DSWC 3,38 Plate 3.38-2 Exhibit C Long-term Maintenance of the Project The following monitoring requirements have been outlined to fulfill the special conditions included in the U.S Army Corps of Engineers (COE) Nationwide Permit #27 (excerpt below), under which restoration activities have been authorized. Monitoring for the success of the stream restoration will consist of an as -built survey upon completion to ensure conformance with the approved design, visual inspection and photo documentation of the stream dimension and pattern, and inspection of the stability of the stream structures, vegetation and observed wildlife/macro invertebrates. Upon completion of construction, as as -built report shall be prepared and submitted to the U.S Army Corps of Engineers (COE) and Virginia Department of Environmental Quality (DEQ) as described below. As -Built Survey Upon completion of construction (within 6 weeks of construction closeout), a certified as - built survey will be prepared for distribution to state agencies. The survey shall include the following: • Plan view and longitudinal profiles of the restored stream; • Plan view of finished grade topography; and • Structures data and locations for in -stream grade control structures Photo Monitoring Monitoring photographs shall be taken to document site conditions for all disturbed areas, including overbank plantings. Photos of restoration/planting areas shall be taken facing upstream, downstream, towards the left bank, and towards the right bank from ground level every 100 feet along the restored stream channel, with additional photos as required to show replanted overbank areas. The monitoring report shall document the approximate location of the photo stations on a plan view exhibit and using stream station information as given in design/as-built plans, noting cardinal direction and orientation relative to flow (i.e. upstream/downstream). Post -Construction Monitoring Post -construction monitoring will be performed as described below for a period of two (2) years. Additional monitoring consistent with protocols outlined below shall be conducted as needed to maintain MS4 and TMDL pollutant reduction credits — typically a five (5) year cycle. Timing Post -construction monitoring shall be conducted in the September/October time period during the l' and 2nd growing season following completion of construction. Visual Survey 1. A visual survey to assess the stability of the restored stream shall be conducted by walking the entirety of the restored section of the main stem and the restored tributaries and inspecting the conditions of the installed structures and the restored stream bed and banks. Notes shall be made regarding habitat characteristics to include any observations of wildlife/benthic macroinvertebrates. Monitoring Success Criteria A. Stream buffer restoration areas 1. All project areas shall achieve full vegetation cover. Where poor vegetative establishment is observed (less than 80% surface coverage) additional seed consistent with that specified in design plans shall be provided, and re -seeded areas mulched with straw at a rate of two (2) tons per acre. 2. Visual descriptions shall be provided with each monitoring report using ground level photographs taken at the photo monitoring stations established during the as -built monitoring. An accompanying narrative shall include estimated percent vegetative cover and dominant vegetation type. 3. Woody plant coverage (live -stakes, tublings, container grown material, and volunteers) along stream banks shall achieve a density of at least one (1) stem per five (5) linear feet by the end of the first growing season and for each monitoring year thereafter. B. Stream channel restoration areas 1. The stream shall be walked and structures visually inspected and any areas of erosion shall be noted and photo documented. The stream restoration shall be deemed successful if, based on the monitoring inspectors best professional judgement, the restored stream is stable (i.e there are no signs of excessive erosion or structure failure). Any areas where erosion is seen shall be documented and recommendations/corrective actions outlined. AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 10, 2023 ORDINANCE APPROVING A PERMANENT EASEMENT TO THE CITY OF ROANOKE ON PROPERTY OWNED BY THE ROANOKE COUNTY BOARD OF SUPERVISORS (ROANOKE COUNTY TAX MAP NUMBER 060.11-04-17.00-0000) FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING THE CITY OF ROANOKE'S GLADE CREEK STREAM RESTORATION PROJECT WHEREAS, the Board of Supervisors owns property at 301 Gus Nicks Boulevard, Vinton, Virginia 24179 (the Roanoke County Career Center property) identified as Roanoke County Tax Map Number 060.11-04-17.00-0000 (hereinafter "the County Property"); and WHEREAS, as part of the City of Roanoke's Glade Creek at Gus Nicks Boulevard Stream Restoration Project, the City of Roanoke has requested a permanent easement from the Board of Supervisors across the County Property to perform work and perpetual maintenance in connection with this project; and WHEREAS, the City of Roanoke's Glade Creek at Gus Nicks Boulevard Stream Restoration Project is a public works project designed to reduce sediment loads within the Roanoke River by stabilizing and restoring approximately 2,921 of linear feet of Glade Creek, a tributary of the Roanoke River, and provide for the installation of stream features and bank structures, grading for floodplain reconnection, and establishment of a riparian buffer; and WHEREAS, granting the easement to the City of Roanoke to support the City of Roanoke's Glade Creek at Gus Nicks Boulevard Stream Restoration Project benefits the citizens of Roanoke County by positively improving the quality of the water in Glade Creek and the Roanoke River; and Page 1 of 3 WHEREAS, Section 18.04 of the Roanoke County Charter directs that the acquisition and disposition of real estate be authorized only by ordinance; and WHEREAS, a first reading of this ordinance was held on October 10, 2023 and the second reading was held on October 24, 2023; and NOW, THEREFORE, BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That pursuant to the provision of Section 16.01 of the Roanoke County Charter, the interest in real estate to be conveyed is hereby declared to be surplus, and is hereby made available for conveyance to the City of Roanoke for the Glade Creek at Gus Nicks Boulevard Stream Restoration Project. 2. That conveyance to the City of Roanoke of a permanent public maintenance easement as shown and described as "New Variable Width Maintenance Easement" on the plat titled "Easement Plat Showing Variable Width Permanent Maintenance Easement (28,388 Square Feet /0.6517 Acres) along Glade Creek to be granted to the City of Roanoke, Virginia, by the Roanoke County Board of Supervisors, Situated adjacent to Vale & Kermit Avenues N.E. and Gus Nicks Boulevard Town of Vinton, Roanoke County, Virginia" dated July 5, 2023, prepared by Lumsden Associates, P.C, attached hereto as Exhibit A, is hereby authorized and approved. 3. That the County accepts and appropriates the payment of $10.00 as fair market value compensation for this permanent public maintenance easement. 4. That the County Administrator, Deputy County Administrator, or the Assistant County Administrator, is hereby authorized to execute such documents (including the Deed of Easement) and take such further actions as may be necessary to Page 2 of 3 accomplish this conveyance, all of which shall be on a form approved by the County Attorney. 5. That this ordinance shall be effective on and from the date of its adoption. Page 3 of 3 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: October 10, 2023 AGENDA ITEM: Ordinance approving and authorizing the execution of cable television franchise agreement by and between the County of Roanoke and Shenandoah Cable Television LLC SUBMITTED BY: Peter S. Lubeck County Attorney APPROVED BY: Richard L. Caywood County Administrator ISSUE: Authorization of the execution of a cable television franchise agreement with Shenandoah Cable Television, LLC ("Shentel"). BACKGROUND: Federal law prohibits a business from operating a cable television system within any jurisdiction without a franchise agreement (as defined by law). The Board of Supervisors passed ordinance 102803-12 on October 28, 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. Shentel has requested a non-exclusive cable television franchise in the County. DISCUSSION: A cable television franchise agreement, attached to this report, has been negotiated with Shentel, subject to approval by the Board of Supervisors. Shentel has agreed to provide, without charge, connectivity to Roanoke Valley Television (RVTV), so that RVTV signals can be generated at RVTV and routed onto an Page 1 of 2 appropriate cable channel. Further, Shentel has agreed to make a one-time donation of $5,000 to Roanoke Valley Television; this commitment is memorialized in the letter, dated October 2, 2023, which is attached to this report. Shentel will remit 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. FISCAL IMPACT: There is no fiscal impact associated with the approval of this agreement. STAFF RECOMMENDATION: Staff recommends the approval of the 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 10, 2023 ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A CABLE TELEVISION FRANCHISE AGREEMENT BY AND BETWEEN THE COUNTY OF ROANOKE AND SHENANDOAH CABLE TELEVISION, LLC, WHEREAS, Shenandoah Cable Television, LLC, ("Shentel") has requested a non-exclusive cable television franchise in the County of Roanoke; WHEREAS, such negotiations have been completed and a Cable Television Franchise Agreement acceptable to the County of Roanoke, subject to approval by the Roanoke County Board of Supervisors; and WHEREAS, Shentel is prohibited by federal law from operating a cable television system within any jurisdiction without a franchise agreement as defined by federal law; and WHEREAS, Shentel will remit 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 WHEREAS, the first reading of this ordinance was held on September 26, 2023, and the second reading and public hearing of this ordinance and the revised Cable Television Franchise Ordinance was held on October 10, 2023, at which public hearing citizens and parties in interest were afforded an opportunity to be heard on such matters; and Page 1 of 2 WHEREAS, the Board of Supervisors previously passed Ordinance 102803-12, on October 28, 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 cable franchise agreement between Shentel and the County. THEREFORE, 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 Shenandoah Cable Television, LLC, as of November 1, 2023, 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 Shenandoah Cable Television, LLC, 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 November 1, 2023 through October 31, 2033, 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. 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 2 of 2 SHENTEL® Always connected to you October 2, 2023 Mr. Scott Ramsburg Director, Roanoke Valley Television 541 Luck Avenue SW Suite 145 Roanoke, VA 24016 Mr. Ramsburg: As a part of our Cable Franchise Agreement negotiations with Roanoke County, Shentel has committed to contribute $5,000.00 to Roanoke Valley Television. It is our hope that this contribution can further RVTV's projects and initiatives for residents in the County. If you, your staff, or the Roanoke County Board of Supervisors have any questions regarding this contribution, please feel free to contact me. Thank you, Chris Kyle Vice President, Regulatory & Industry Affairs Shentel Cc: Mr. Peter Lubeck, County Attorney, Roanoke County, VA Ms. Martha Hooker, Chair, Roanoke County Board of Supervisors Mr. Paul Mahoney, Vice Chair, Roanoke County Board of Supervisors 500 SHENTEL WAY • P.D. BOX 459 • EDINBURG, VIRGINIA 22824-0459 CABLE TELEVISION FRANCHISE AGREEMENT by and between THE COUNTY OF ROANOKE, VIRGINIA, and SHENANDOAH CABLE TELEVISION, LLC as of , 2023 TABLE OF CONTENTS Section 1. DEFINITIONS 2 Section 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS. 2 2.1. Grant. 2 2.2. Construction of Agreement. 2 2.3. Police Powers. 2 Section 3. FRANCHISE EFFECTIVE DATE AND TERM 3 Section 4. INTERCONNECT. 3 4.1. Interconnection Method. 3 4.2. EG Interconnection 3 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 Alert System. 9 5.5. Cable System Capability and Construction Terms 9 5.6. State of the Art. 9 5.7. Annual Technology Summit Meeting. 10 Section 6. PEG ACCESS. 10 6.1. EG Channel. 10 6.2. EG Origination. 11 6.3. Program Content; Control. 12 6.4. Alternate Use. 12 Section 7. CABLE SERVICE TO COUNTY FACILITIES. 12 7.1. Courtesy Service to Public Facilities 12 7.2. Additional Facility Equipment and Wiring. 13 7.3. Terms of Courtesy Cable Service 14 Section 8. EG ACCESS CAPITAL GRANT: COSTS. 14 8.1. EG Capital Fee. 14 8.2. EG Channel Use. 15 8.3. Costs Incidental To The Award Of The Franchise 15 Section 9. CUSTOMER SERVICE. 15 9.1. Customer Service Requirements. 15 9.2. Customer Service Standards 16 9.3. Customer Privacy. 16 9.4. Customer Complaints. 16 9.5. Customer Service Terms. 18 Section 10. REPORTS AND RECORDS. 18 10.1. Open Books and Records. 18 10.2. Information Disclosure. 18 10.3. Reports and Records Terms. 19 Section 11. COMMUNICATIONS SALES AND USE TAX 19 11.1. Application of Tax 19 11.2. Communications Sales and Use Tax Terms. 19 Section 12. TRANSFER OF FRANCHISE 19 12.1. Approval Required. 19 12.2. No Consent Required. 19 12.3. Preservation of County's Rights 20 12.4. Approval Does Not Constitute Waiver of Rights 20 ii 12.5. Transfer Terms. 20 Section 13. RENEWAL OF FRANCHISE 20 13.1. Federal Law. 21 13.2. Needs Assessment. 21 13.3. Informal Renewal. 21 13.4. Consistent with Law 21 13.5. Renewal of Franchise Terms. 21 Section 14. ENFORCEMENT OR TERMINATION OF FRANCHISE 21 14.1. Notice of Violation. 21 14.2. Grantee's Right to Cure or Respond 21 14.3. Quarterly Standards. 22 14.4. Enforcement. 23 14.5. Liquidated Damages. 23 14.6. Waiver. 25 14.7. Single Violation 25 14.8. Assessment of Liquidated Damages 25 14.9. Letter of Credit. 26 14.10. Revocation 28 14.11. Enforcement or Termination of Franchise Terms. 28 Section 15. INSURANCE AND INDEMINIFICATION 28 15.1. Insurance Coverage. 29 15.2. Insurance Terms. 29 15.3. Indemnification Provisions 30 15.4. Insurance and Indemnification Terms. 31 iii Section 16. FORCE MAJEURE 31 16.1. Force Majeure Definition. 31 16.2. Force Majeure Conditions. 32 Section 17. NON-DISCRIMINATION. 32 Section 18. MISCELLANEOUS PROVISIONS 32 18.1. Counterpart Copies. 32 18.2. Nonwaiver. 33 18.3. Rights of Third Parties. 33 18.4. Forum Selection and Choice Of Law. 33 18.5. Captions and Headings 33 18.6. Faith Based Organization. 33 18.7. Notice. 34 18.8. Entire Agreement and Amendments. 34 18.9. Exhibits 34 iv CABLE TELEVISION FRANCHISE AGREEMENT THIS AGREEMENT made and entered into as of this day of , 2023, by and between the County of Roanoke, a Virginia political subdivision ("County" or "Grantor"), and Shenandoah Cable Television, LLC ("Shentel" or "Grantee"): WHEREAS the Grantee desires to hold a cable television franchise granted by the County and WHEREAS the Grantee has requested that the County grant a cable television franchise to the Grantee; 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 non-exclusive franchise pursuant to 47 U.S.C. §541; and WHEREAS the Board of Supervisors of Roanoke County, after holding a public hearing on the terms of the grant of a non-exclusive cable tv franchise for Shentel, for which the public was afforded notice and at which the public was afforded opportunity to comment, adopted Ordinance No effective , 2023, to grant 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. NOW THEREFORE in consideration of such grant of this cable franchise to the Grantee, the parties agree as follows: 1 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. 100918- adopted on , by the Board of Supervisors effective October 9, 2018 (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. 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 2 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 , 2023. The term of the Franchise shall be 10 years, commencing on , 2023, and expiring at midnight on , 2033, 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 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 3 EG channels. 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 in accordance with the International Telecommunication Union - Telecommunication Standardization Sector G.984 Standard for gigabit passive optical networks. 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 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. 4 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 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 5 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. 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: 6 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 System 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 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 7 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. 5.3.2. The Franchisee shall make Cable Service generally available to businesses and residential dwelling units within the Franchise Area. The Franchisee initially shall build out its Cable System to make Cable Service generally available to those businesses and residential units located within the red ovals shown on the map attached to this Franchise Agreement as Exhibit B. Franchisee shall use commercially reasonable efforts (considering build out costs, geographical and geological conditions, and business conditions) to complete initial build within twenty-four (24) months of the effective date of this Agreement. Franchisee shall complete its Cable System within the remainder of the Franchise Area within a commercially reasonable time (considering build out 8 costs, geographical and geological conditions, and business conditions). In addition to the obligations and considerations set forth above, Franchisee shall offer Cable Service to all new or previously unserved businesses and residential units located within one hundred and fifty (150) feet of the Franchisee's distribution cable. The Franchisee may elect to extend Cable Service to areas that do not otherwise qualify to receive Cable Service under this section if any resident or group of residents agree in writing to pay to Franchisee the cost of construction, including materials, labor, and the total cost of any easement(s) necessary to accomplish the proposed line extension. 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, as may be amended from time to time. 5.5. Cable System Capability and Construction Terms. The provisions in this Section 5 shall satisfy the requirements set forth in 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 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. 9 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) high definition downstream EG Channel ("Initial EG Channel"). Upon request by the Roanoke Valley Regional Cable Television Committee ("Committee"), the Grantee shall provide a second high 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 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 10 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 seven (7) facilities listed in Exhibit [TBD] that have transport capabilities between these facilities and Grantee's headend ("Feeds"). The Grantee shall maintain digital EG functionality. 6.2.2. Grantee shall provide without charge EG connectivity by means of dedicated, fully fiber optic links between its headend and Roanoke Valley Television (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 11 electronics at RVTV, shall be installed, repaired, and maintained in good working order by the Grantee on the Grantee's side of the 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. 6.2.3. RVTV shall be solely responsible for all personnel, equipment, and maintenance on RVTV's side of the Demarcation Point. 6.2.4. 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. 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 C, attached hereto, and for which the 12 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 fifteen (15) 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 or a discount for the most highly subscribed tier of non -basic service in the amount of the then current price of Grantee's Basic Cable Service (not including any video programming offered on a per channel or per program basis). 7.2. Additional Facility Equipment and Wiring. 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 referenced in Section 7.1, are the responsibility of the County. The Grantee shall not be responsible for any violations of FCC 13 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 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), 14 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 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 15 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 party in a timely manner, providing that Complaints may be made orally or in writing, at the complainant's option. Such procedures shall be well -publicized, both in print and digital media. 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. Such procedures shall allow customers options for virtual, telephonic, and electronic mail contact with Grantee to resolve cable service complaints. 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 16 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, the Grantee shall provide such log of Escalated Complaints to the Committee. An "Escalated Complaint" is any Complaint received by the Grantee that has been submitted to a state regulatory agency, or any of the Grantee's corporate offices and entered into Grantee's Customer Service Systems that track complaints. , 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: Date, time and nature of the complaint; Name, address and telephone number of the person complaining; Investigation of the complaint; 17 (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. 9.4.4. Customer Service Log: Upon written request by the Committee, and not more than once a year, Grantee shall provide such record or log to the Committee. 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 Customer Service requirements in Section 10 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 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 18 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 5of 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, et seq. 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 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 §152-2108.19, 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 19 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. 12.4. Approval Does Not Constitute Waiver of Rights. 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. 20 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. 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 21 "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 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 22 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 14.4.2. Commence an action at law for monetary damages or seek other equitable relief; or 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 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 23 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 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 performance bond 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; 24 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 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 25 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 Performance Bond the amount due. The County may make one or more withdrawals from the Performance Bond 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. Performance Bond. 14.9.1. Grantee shall obtain within thirty (30) days of executing this Agreement, and maintain thereafter throughout the Agreement term, a performance bond in the amount of fifty thousand dollars ($50,000) (the "Performance Bond") from a financial institution reasonably acceptable to the County ("Lending Institution"). The Performance Bond shall be in a form substantially the same as the form attached hereto as Exhibit D and that is acceptable to the County. The Performance Bond 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 Performance Bond (including all terms and conditions applying to the performance bond), 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 Performance Bond by presentation of a draft at sight drawn on the Lending Institution, accompanied by a written 26 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 Performance Bond, the Grantee shall provide a substitute Performance Bond, in substantially the same form as that attached hereto as Exhibit D, from a Lending Institution approved by the County, before the effective Performance Bond 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 Performance Bond, the Grantee shall restore the amount of the Performance Bond to the total amount specified herein, unless the Grantee has disputed the basis for the original withdrawal, in which case the obligation to restore 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 Performance Bond 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 Performance Bond 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 Performance Bond 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. 27 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. 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 INDEMNIFICATION 28 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 amounts which may be made up of a combination of primary and umbrella 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. 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. 29 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 "A:X" 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 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 herein, 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 30 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 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 31 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. § 545(f). 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 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 with regard to this Agreement. 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. 32 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. 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. 33 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: Shenandoah Cable Television, LLC ATTN: Regulatory Affairs 500 Shentel Way Edinburg, VA 22824 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. 18.9. Exhibits. EXHIBIT A: Definitions EXHIBIT B: EG Access Points 34 EXHIBIT C: List of facilities with courtesy service [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF AND AGREED TO THIS DAY OF , 2023 , the parties hereto have signed this Agreement by their authorized representatives. County of Roanoke, Virginia By: County Administrator / Deputy County Administrator Shenandoah Cable Television, LLC By: Chris Kyle VP Industry Affairs and Regulatory 36 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. 5. "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 Grantee 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 Grantee 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 Shentel/Grantee 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 attributed by Grantee to Non -Cable Services in 37 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. 38 EXHIBIT B 39 EXHIBIT C EG Access Points 1. Roanoke County Administration Building 5204 Bernard Drive, Roanoke, VA 24018 (540)772-2006 2. Roanoke Municipal Building 215 Church Avenue, SW, Roanoke, VA 24011 (540)853-2333 3. Old Jefferson High School Building/RVTV 541 Luck Avenue, SW, Suite 145, Roanoke, VA 24016 (540)857 -5021 4. Vinton Town Council 311 South Pollard Street, Vinton, VA 24179 (540)342-8135 5. Roanoke City School Administration Building 40 Douglass A venue, NW, Roanoke, VA 24012 (540)853-2381 6. Roanoke County School Administration Building 5937 Cove Road, Roanoke, VA 24019 (540) 562-3900 7. Roanoke County Public Safety Center 5925 Cove Road, Roanoke, VA 24019 (540)772-2006 40 EXHIBIT D List of facilities with courtesy service COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE COUNTY OF ROANOKE(Explore Park) COUNTY OF ROANOKE COUNTY OF ROANOKE (Ft Lewis F&R) COUNTY OF ROANOKE (Hollins F&R) COUNTY OF ROANOKE (Mt. Pleasant) COUNTY OF ROANOKE COUNTY OF ROANOKE (Read Mt F&R) COUNTY OF ROANOKE (Cave Spring F&R) COUNTY OF ROANOKE (Cave Spring Rescue) COUNTY OF ROANOKE ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS 6461 MERRIMAN RD ROANOKE, VA 24018 6461 MERRIMAN RD ROANOKE, VA 24018 STE 145 541 LUCK AVE SW ROANOKE, VA 24016 900 CHESTNUT ST VINTON, VA 24179 10148 TINSLEY LN BENT MOUNTAIN, VA 24059 5342 INDIAN GRAVE RD ROANOKE, VA 24018 7125 BENT MOUNTAIN RD ROANOKE, VA 24018 6624 PETERS CREEK RD, ROANOKE, VA 24019 9606 BENT MOUNTAIN RD BENT MOUNTAIN, VA 24059 3738 BRAMBLETON AVE ROANOKE, VA 24018 5925 COVE RD, ROANOKE, VA 24019 311 S POLLARD ST VINTON, VA 24179 STE 402 5204 BERNARD DR ROANOKE, VA 24018 150 HERSHBERGER RD ROANOKE, VA 24012 5235 HOLLINS RD ROANOKE, VA 24019 7415 WOOD HAVEN RD ROANOKE, VA 24019 STE 417 5204 BERNARD DR ROANOKE, VA 24018 6303 MERRIMAN RD ROANOKE, VA 24018 56 ROANOKE RIVER PARKWAY, ROANOKE VA 24014 3917 DAUGHTERY RD SALEM, VA 24153 3915 WEST MAIN STREET SALEM, VA 24153 7401 BARRENS ROAD, ROANOKE, VA 24019 2909 JAE VALLEY ROAD, ROANOKE VA 24014 5401 BARNS AVE NW ROANOKE, VA 24019 43 EAST PARK DR. ROANOKE, VA 24019 4212 OLD CAVE SPRING ROAD, ROANOKE, VA 24018 3206 VALLEY FORGE AVENUE, ROANOKE, VA 24018 300 S POLLARD ST VINTON, VA 24179 1200 HARDY RD VINTON, VA 24179 3115 W MAIN ST SALEM, VA 24153 2902 E WASHINGTON AVE VINTON, VA 24179 1002 RUDDELL RD VINTON, VA 24179 3712 CHAPARRAL DR ROANOKE, VA 24018 5437 CRUMPACKER DR ROANOKE, VA 24019 41 ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS 5000 TITAN TRL ROANOKE, VA 24018 6328 MERRIMAN RD ROANOKE, VA 24018 ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS ROANOKE COUNTY PUBLIC SCHOOLS 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 ROANOKE COUNTY PUBLIC SCHOOLS 5005 GRANDIN ROAD EXT ROANOKE, VA 24018 ROANOKE COUNTY PUBLIC SCHOOLS 5205 FRANKLIN RD SW ROANOKE, VA 24014 ROANOKE COUNTY PUBLIC SCHOOLS 6533 PETERS CREEK RD ROANOKE, VA 24019 ROANOKE COUNTY PUBLIC SCHOOLS 3216 MOUNT PLEASANT BLVD ROANOKE, VA 24014 ROANOKE COUNTY PUBLIC SCHOOLS 5901 PLANTATION CIR ROANOKE, VA 24019 ROANOKE COUNTY PUBLIC SCHOOLS 2910 E WASHINGTON AVE VINTON, VA 24179 ROANOKE COUNTY PUBLIC SCHOOLS 5404 SPRINGLAWN AVE ROANOKE, VA 24018 ROANOKE COUNTY PUBLIC SCHOOLS 5901 COVE RD ROANOKE, VA 24019 ROANOKE COUNTY PUBLIC SCHOOLS 6810 NORTHSIDE HIGH SCHOOL RD ROANOKE, VA 24019 ROANOKE COUNTY PUBLIC SCHOOLS 5937 COVE RD ROANOKE, VA 24019 42 43 EXHIBIT D Sample Bond Form Sample Bond FRANCHISE BOND KNOW ALL MEN BY THESE PRESENTS, THAT Shenandoah Cable Television, LLC, as Principal, and having its executive office in , as Surety, are held and firmly bound unto the , hereinafter referred to as Obligee, in the penal sum of fifty thousand Dollars ($50,000.00) for the payment of which, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents, the liability of the Surety being limited to said penal sum regardless of the number of years this bond remains in force or is renewed, of the number of premiums that shall be payable or paid, the number of Subscribers to the system and/or legal fees which may be required and incurred. WHEREAS, the Obligee has granted a franchise to Principal ("Franchise Agreement") to use the public streets, alleys and public ways to erect, construct, install, and maintain a Cable System and to construct, install, and maintain associated equipment, including wires, cables, conduits and appurtenances necessary to the sale and distribution of Cable Television services in and along the streets, alleys, and other public ways in the , and in and on the property of the WHEREAS, this Bond shall be used to ensure Principal's compliance with the material terms and conditions of the Franchise Agreement, any rules promulgated thereunder, and compliance with all lawful orders, permits, and directions of any agency, commission, board, department, division, or office of the City/Town/County or VDOT having jurisdiction over the acts of the Principal, or defaults under the Franchise Agreement or the payment by Principal of any penalties, liquidated damages, claims, liens, and taxes due the City/Town/County which arise by reason of the construction, operation, or maintenance of Principal's cable system in the City/Town/County, including, restoration of the public rights -of -way and the cost of removal or abandonment of any property of a cable operator. NOW THEREFORE, the condition of this obligation is such, that if the above Principal shall faithfully perform, well and truly observe and fulfill their terms and conditions of the franchise, then this obligation shall be null and void; otherwise it shall remain in full force and effect until cancelled. 44 PROVIDED, HOWEVER, it shall be a condition precedent to any right of recovery hereunder, that in the event of any default on the part of the Principal, a written statement of the particular facts showing the date and nature of such default shall be immediately delivered to the Surety by registered mail at its Home Office at AND PROVIDED FURTHER that no action, suit or proceeding shall be had or maintained against the Surety on this instrument unless same be brought or instituted and process served upon the surety within twelve (12) months after an act of breach or cancellation of this bond or termination of said franchise, whichever occurs first. It is hereby understood and agreed that this bond may not be cancelled without the consent of the City/Town/County until sixty (60) days after receipt by the City/Town/County by registered mail, return receipt requested, of a written notice of intent to cancel or not renew. Such cancellation shall not affect any liability incurred or accrued under this Bond prior to the effective date of such termination or cancellation. IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this day of _, 2023. Witness: Shenandoah Cable Television, LLC By: Witness: SURETY By: 45 SURETY ACKNOWLEDGMENT STATE OF COUNTY/CITY OF On this day of , , personally appeared known to me to be the Attorney in Fact of and acknowledged to me that he executed the within instrument first written above. Notary Public Commission expires: Page 46 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: October 10, 2023 AGENDA ITEM: Appointments to Committees, Commissions and Boards SUBMITTED BY: Deborah C. Jacks Chief Deputy Clerk to the Board of Supervisors APPROVED BY: Richard L. Caywood County Administrator ISSUE: Open district appointments BACKGROUND: 1. Roanoke County Board of Zoning Appeals: Robert Arthur's five (5) year term representing the Windsor Hills Magisterial District expired June 30, 2022. Mr. Arthur does not wish to be reappointed. 2. Roanoke County Economic Development Authority (EDA)(appointed by District): Steve Musselwhite's four-year term on the EDA expired on September 26, 2021 and he does not wish to be reappointed. 3. Roanoke County Parks, Recreation and Tourism Advisory Commission (appointed by District): The following appointments remain open: Mike Roop's three (3) year term representing the Vinton Magisterial District expired June 30, 2019. Rich Tomlinson's three (3) year term representing the Vinton Magisterial District Page 1 of 2 expired June 30, 2021. Murray Cook's three (3) year term representing the Windsor Hills Magisterial District expired June 30, 2020. There is also one open Windsor Hills Magisterial District appointee. 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 10, 2023 RESOLUTION APPROVING AND CONCURRING IN CERTAIN ITEMS SET FORTH ON THE BOARD OF SUPERVISORS AGENDA FOR THIS DATE DESIGNATED AS ITEM G - 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 10, 2023, designated as Item G - Consent Agenda be, and hereby is, approved and concurred in as to each item separately set forth in said section designated Items 1 through 4 inclusive, as follows: 1. Approval of minutes — August 8, 2023; August 22, 2023 2. Resolution expressing the appreciation of the Board of Supervisors of Roanoke County to Billy Fadorick, Application Services Manager, upon his retirement after twenty-six (26) years of service 3. Designation of voting delegate to the Virginia Association of Counties (VACo) Conference to be held November 12-14, 2023 4. Ordinance approving a permanent easement to the City of Salem for the erection of a public bus shelter located at 305 East Main Street, Salem, Virginia (the Roanoke County Courthouse property) (Second Reading) Page 1 of 1 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: October 10, 2023 AGENDA ITEM: Resolution expressing the appreciation of the Board of Supervisors of Roanoke County to Billy Fadorick, Application Services Manager, upon his retirement after twenty-six (26) years of service SUBMITTED BY: Deborah C. Jacks Chief Deputy Clerk to the Board of Supervisors APPROVED BY: Richard L. Caywood County Administrator ISSUE: Recognition of the retirement of Billy Fadorick. BACKGROUND: Billy Fadorick, Application Services Manager, retired on September 1, 2023, after twenty-six (26) years of service with Communications and Information Technology. Mr. Fadorick is unable to attend today's meeting, but his resolution and quilt will be mailed to his home. STAFF RECOMMENDATION: Staff recommends approval of the attached resolution. Page 1 of 1 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 10, 2023 RESOLUTION EXPRESSING THE APPRECIATION OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY TO BILLY FADORICK, APPLICATION SERVICES MANAGER, AFTER TWENTY-SIX (26) YEARS OF SERVICE WHEREAS, Billy Fadorick was employed by Roanoke County on September 22, 1997; and WHEREAS, Mr. Fadorick retired on September 1, 2023, after twenty-six (26) years of devoted, faithful and expert service to Roanoke County; and WHEREAS, Mr. Fadorick, has served as a Programmer/Analyst, System Analyst, Business Systems Analyst III and Application Services Manager throughout his employment with the Roanoke County Communications and Information Technology Department; and WHEREAS, throughout Mr. Fadorick's tenure with Roanoke County, he played a critical role ensuring that the County computer systems would function properly at the change of the Century in January 2000. This success of this project required research, programming, and verification on all of the County mainframe systems. During the transition from the South View Public Safety Center to the new center, Billy led the team in the transition from the old Computer Aided Dispatch system to the system that is still in use today. He implemented the new cashiering system for Treasurer's Office and the new online automated jury system for the Sheriff's Office. As the leader of the Information Technology Public Safety Applications Team, he implemented new jail management system, wrote and maintained the software used for the Police Property Room system, and the roll out of the Mobile Data Terminals for County Public Safety Agencies. 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 BILLY FADORICK for twenty-six (26) 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. 2 ACTION NO. ITEM NO. G.3 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: October 10, 2023 AGENDA ITEM: Designation of voting delegate to the Virginia Association of Counties (VACo) Conference to be held November 12-14, 2023 SUBMITTED BY: Deborah C. Jacks Chief Deputy Clerk to the Board of Supervisors APPROVED BY: Richard L. Caywood County Administrator ISSUE: Designation of voting delegate to VACo BACKGROUND: The Virginia Association of Counties' (VACo) annual conference will be held November 12-14, 2023. They have requested that each county designate a representative of its Board of Supervisors as well as an alternate to cast its votes at the annual business meeting on Tuesday, November 14, 2023. The voting credentials form must be submitted to VACo by November 7, 2023. DISCUSSION: Chairman Martha B. Hooker and Vice Chairman Paul M. Mahoney will be attending the conference and it is recommended that Chairman Hooker be appointed as Roanoke County's voting representative for 2023. Additionally, it is recommended that Supervisor Paul M. Mahoney be designated as the alternate. FISCAL IMPACT: There is no fiscal impact associated with this Board action. Page 1 of 2 STAFF RECOMMENDATION: Staff recommends appointing Martha B. Hooker and Paul M. Mahoney as the voting representatives for 2023. Page 2 of 2 ACTION NO. ITEM NO. G.4 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: October 10, 2023 AGENDA ITEM: Ordinance approving a permanent easement to the City of Salem for the erection of a public bus shelter located at 305 East Main Street, Salem, Virginia (the Roanoke County Courthouse property) SUBMITTED BY: George G. Assaid Capital Projects Administrator APPROVED BY: Richard L. Caywood County Administrator ISSUE: The City of Salem is requesting a permanent easement from the Board of Supervisors of Roanoke County, Virginia, for the erection of a new public bus shelter located at 305 E. Main Street, Salem, Virginia. BACKGROUND: The City of Salem is developing the next phase of the downtown streetscape renovation project, extending from Market Street to Thompson Memorial Drive, including the area in front of the Roanoke County Courthouse. DISCUSSION: The next phase of the City of Salem's downtown streetscape renovation project will extend from Market Street to Thompson Memorial. A portion of this project phase includes the City of Salem adding public bus shelters on each side of Main Street. The City of Salem has determined that the most logical location for placement of one of the bus shelters is at the northwest corner of 305 E. Main Street (the Roanoke County Courthouse property which is owned by the Board of Supervisors of Roanoke County, Virginia). The City of Salem is requesting a permanent easement from the Board of Supervisors Page 1 of 2 measuring 10 feet by 40 feet for the erection of a new public bus shelter. Roanoke County's Sheriff has reviewed the request and does not object to the bus shelter's location or the permanent easement. This project is expected to go to bid in the fall of 2023, with construction anticipated to start after January 1, 2024. During construction, City of Salem staff will communicate and coordinate with Roanoke County staff about any potential impacts to the parking or operations at the Roanoke County Courthouse. There have been no changes since the first reading of this ordinance on September 12, 2023. FISCAL IMPACT: There is no fiscal impact associated with this request. STAFF RECOMMENDATION: Staff recommends approval of the attached ordinance. Page 2 of 2 ROANOKE COLLEGE TRUSTEES1°9 D.B. 144 PG. 568 n 0.78 AC. (DEED) PARCEL #106-12-1.1 #301 E. MAIN ST. z Grass LEGEND: ±150'to College Ave. —R/W— — RIGHT—OF—WAY UNE —PL — — PROPERTY UNE S/W — SIDEWALK 0 10' NEW 10' BUS SHELTER EASEMENT (400 Sq. Ft.) Conc. S/W ROANOKE COUNTY BOARD OF SUPERVISORS D.B. 57 PG. 565 D.B. 51 PG. 772 D.B. 51 PG. 777 O.B. 56 PG. 613 1.77 AC. (DEED) PARCEL 1106-12-1 #305 E. MAIN ST. Conc. S/W a a //////////////// S 78° 06 0.5" Conc. Curb E. MAIN ST. (60' RIGHT—OF—WAY) 20' SCALE: 1" = 20' W 443.039M Grass Mattern & Craig ENGINEERS•SURVEYORS 701 FIRST STREET, S.W. ROANOKE, VIRGINIA 24016 (540) 345-9342 FAX (540) 345-7691 VICINITY MAP (NOT TO SCALE) NOTES: 1. THIS PLAT WAS PREPARED FROM A CURRENT FIELD SURVEY AND DOES NOT REPRESENT A CURRENT BOUNDARY SURVEY 2. THIS PLAT WAS PREPARED WITHOUT THE BENEFIT OF A TITLE REPORT AND MAY BE SUBJECT TO INFORMATION WHICH MAY BE DISCLOSED THEREIN. 3. TO THE BEST OF MY KNOWLEDGE AND BELJEF ALL %MOLE EASEMENTS ARE SHOWN. EXHIBIT PLAT FOR THE CITY OF SALEM SHOWING NEW 10' BUS SHELTER EASEMENT TO BE ACQUIRED FROM ROANOKE COUNTY BOARD OF SUPERVISORS BEING SITUATED AT 305 EAST MAIN STREET CITY OF SALEM, VIRGINIA Scale: 1"=20' I Comm#: 3678D I Date: 5/11/2022 Drawn: JAD Checked: TWC Parcel: 106-12-1 This deed is exempt from taxation pursuant to Va. Code § 58.1-811(A) (3) as amended and from circuit court clerk's fees pursuant to Va. Code § 17.1-266, as amended. Prepared by: Jim H. Guynn, Jr., Esq. Return to: Will Simpson 21 South Bruffey Street Salem, VA 24153 Tax Parcel No. 106-12-1 THIS DEED OF EASEMENT is made this day of , 2023, by and between THE ROANOKE COUNTY BOARD OF SUPERVISORS, Grantor, a political subdivision organized and existing under the laws of the Commonwealth of Virginia, and THE CITY OF SALEM, VIRGINIA, Grantee, a municipal corporation organized and existing under the laws of the Commonwealth of Virginia, whose address is 114 North Broad Street, Salem, Virginia 24153. WITNESSETH: WHEREAS, the Grantor is the sole owner of certain property shown on the plat prepared by Mattern & Craig Engineers and Surveyors entitled "Exhibit Plat for the City of Salem Showing New 10' Bus Shelter Easement to be Acquired from Roanoke County Board of Supervisors" at 305 E. Main Street in the City of Salem and attached hereto as Exhibit A and incorporated herein by reference, and known further as City of Salem Tax Parcel No. 106-12-1 (the "Grantor's Property"); and WHEREAS, the City of Salem wishes to acquire an easement for sufficient land upon the Grantor's Property to erect a public bus shelter; and WHEREAS, it is the desire and intent of the Grantor to grant and convey unto the Grantee a public bus shelter easement on the Grantor's Property as shown on Exhibit A for the erection of a public bus shelter. 1 NOW THEREFORE, for and in consideration of the premises and sum of One Dollar ($1.00) cash in hand paid, the receipt of which is hereby acknowledged, the Grantor does hereby grant and convey unto the City of Salem, Virginia, its successors and assigns, a permanent bus shelter easement on the Grantor's Property measuring 10 feet by 40 feet as shown on Exhibit A for a public bus shelter. Grantor hereby grants to Grantee and the general public free access to and use of the easement area, subject to any applicable laws and ordinances, for the purpose of a public bus shelter. The general public shall have no right to construct or improve any portion of the public bus shelter, and shall not have access to nor use of the easement area until construction of the public bus shelter is complete. Grantee shall have the right and duty to ensure maintenance of the public bus shelter, once built, for as long as it holds the easement rights hereunder. Grantee agrees to restore and repair any damages to Grantor's Property that may be caused by the construction, operation, or maintenance of the public bus shelter. The Grantor agrees that the Grantee will not be expected to restore the Grantor's Property to identical original condition, but rather as near thereto as is practicable. The City of Salem, Virginia, by and through its duly authorized City Manager, accepts this conveyance in accordance with Virginia Code § 15.2-1803 as evidenced by his signature below. This Deed of Easement is executed by the County Administrator on behalf of the Board of Supervisors of Roanoke County pursuant to Ordinance # adopted by the Board of Supervisors of Roanoke County on the day of , 2023. This deed was prepared without benefit of title search or report. 2 WITNESS the following signatures and seals: ROANOKE COUNTY BOARD OF SUPERVISORS By: Name: Title: COMMONWEALTH OF VIRGINIA OF ) to -wit: The foregoing instrument was acknowledged before me this 2023, by Roanoke County Board of Supervisors. My Commission expires: Approved as to Form: Roanoke County Attorney day of (title) on behalf of the Notary Public Registration No. 3 Accepted by: CITY OF SALEM By: Name: Title: COMMONWEALTH OF VIRGINIA OF ) ) to -wit: ) The foregoing instrument was acknowledged before me this day of 2023, by (title) on behalf of the City of Salem. My Commission expires: Approved as to form: City of Salem Attorney Notary Public Registration No. 4 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 10, 2023 ORDINANCE APPROVING A PERMANENT EASEMENT TO THE CITY OF SALEM FOR THE ERECTION OF A PUBLIC BUS SHELTER LOCATED AT 305 EAST MAIN STREET, SALEM, VIRGINIA (THE ROANOKE COUNTY COURTHOUSE PROPERTY) WHEREAS, the Board of Supervisors owns property at 305 East Main Street, in Salem, Virginia (the Roanoke County Courthouse property) identified as City of Salem Tax Map Number 106-12-1; and WHEREAS, as part of a City of Salem downtown streetscape renovation project, the City of Salem has requested a permanent easement from the Board of Supervisors for the erection of a new public bus shelter located at the northwest corner of the Roanoke County Courthouse Property; and WHEREAS, a public bus shelter at the Roanoke County Courthouse Property benefits the citizens of Roanoke County who may need to access the Roanoke County Courthouse by bus transportation; and WHEREAS, Section 18.04 of the Roanoke County Charter directs that the acquisition and disposition of real estate be authorized only by ordinance; and WHEREAS, a first reading of this ordinance was held on September 12, 2023 and the second reading was held on October 10, 2023; and NOW, THEREFORE, BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That pursuant to the provision of Section 16.01 of the Roanoke County Charter, the interest in real estate to be conveyed is hereby declared to be surplus, and is hereby made available for conveyance to the City of Salem for a new public bus shelter. 2. That conveyance to the City of Salem of an easement for a public bus shelter as shown and described as "NEW 10' BUS SHELTER EASEMENT (400 Sq. Ft.)" on the plat entitled "EXHIBIT PLAT FOR THE CITY OF SALEM SHOWING NEW 10' BUS SHELTER EASEMENT TO BE ACQUIRED FROM ROANOKE COUNTY BOARD OF SUPERVISORS BEING SITUATED AT 305 EAST MAIN STREET CITY OF SALEM, VIRGINIA" prepared by Mattern & Craig Engineers Surveyors, dated May 11, 2022, a copy of which is attached hereto as Exhibit A, is hereby authorized and approved. 3. That the County accepts and appropriates the payment of $1.00 as fair market value compensation for this public bus shelter easement. 4. That the County Administrator, Deputy County Administrator, or the Assistant County Administrator, is hereby authorized to execute such documents (including the Deed of Easement) and take such further actions as may be necessary to accomplish this conveyance, all of which shall be on a form approved by the County Attorney. 5. That this ordinance shall be effective on and from the date of its adoption. County of Roanoke Unappropriated Balance, Board Contingency, and Capital Reserves Fiscal Year 2023-2024 General Government Capital Unappropriated Balance % of Revenues Board Contingency Expenditure Contingency Reserves Unaudited balance as of June 30, 2023 Addition of 2022-23 operations and close out of completed projects Approved Sources: $ 26,217,687 $ - $ - $ 11,810,663 2,974,113 50,000 608,162 (5,925,138) (2,000,000) Appropriated from 2023-24 budget (Ordinance 052323-2) Approved Uses: Appropriated for 2023-24 budget (Ordinance 052323-3) MOU regarding the joint capital funding approved on April 11, 2023 Balance at October 10, 2023 $ 29,191,800 12.0% $ 50,000 $ 608,162 $ 3,885,525 COUNTY OF ROANOKE, VIRGINIA CHANGES IN OUTSTANDING DEBT Changes in outstanding debt for the fiscal year to date were as follows: Unaudited Outstanding Outstanding June 30, 2023 Additions Deletions October 10, 2023 VPSA School Bonds $ 77,829,551 $ Lease Revenue Bonds 82,760,000 Subtotal 160,589,551 Premiums 12,147,305 $ 172,736,856 $ $ 8,048,369 $ 69,781,182 3,990,000 78,770,000 12,038,369 148,551,182 12,147,305 - $ 12,038,369 $ 160,698,487 Submitted By Laurie L. Gearheart Director of Finance and Management Services Approved By Richard L. Caywood County Administrator