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HomeMy WebLinkAbout10/22/2013 - Adopted Board RecordsAT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 22, 2013 RESOLUTION 102213-1 AUTHORIZING THE EXECUTION OF THE CONTRACTUAL AGREEMENT FOR PROFESSIONAL SERVICES FOR A STORMWATER PROGRAM DEVELOPMENT STUDY WHEREAS, Roanoke County recognizes that, in order to comply with federal, state, and local requirements for the stormwater management regulations, the County has entered into a Stormwater Consulting Services agreement with AMEC; and WHEREAS, Roanoke County intends to maintain a close working relationship with the Town of Vinton; and WHEREAS, the County will provide stormwater consulting services under its contract with AMEC to the Town of Vinton; and WHEREAS, the Town of Vinton has agreed to pay its proportional share for these stormwater consulting services. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the Contractual Agreement for Professional Services for a Stormwater Program Development Study for providing stormwater consulting services to the Town of Vinton is hereby approved (Exhibit A). 2. That the County Administrator, or his designee, is hereby authorized to execute the Agreement and any other necessary documents to accomplish this action, all to be upon a form approved by the County Attorney. Page 1 of 2 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER, TUESDAY, OCTOBER 22, 2013 ORDINANCE 102213-10 REZONING 4.06 ACRES FROM R-1, LOW DENSITY RESIDENTIAL DISTRICT, TO AR, AGRICULTURAL/RESIDENTIAL DISTRICT, FOR THE PURPOSE OF KEEPING PIGS ON PROPERTY LOCATED AT 4835 POOR MOUNTAIN ROAD, CATAWBA MAGISTERIAL DISTRICT (TAX MAP #64.02-01-55.00), UPON THE APPLICATION OF RICHARD AND KAY ATKINSON WHEREAS, the first reading of this ordinance was held on September 24, 2013, and the second reading and public hearing were held October 22, 2013; and, WHEREAS, the Roanoke County Planning Commission held a public hearing on this matter on October 1, 2013; and WHEREAS, legal notice and advertisement has been provided as required by law. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the zoning classification of a certain tract of real estate containing approximately 4.06 acres, as described herein, and located at 4835 Poor Mountain Road (Tax Map #64.02-01-55.00) in the Catawba Magisterial District, is hereby changed from the zoning classification of R-1, Low Density Residential District, to the zoning classification of AR, Agricultural/Residential District. 2. That this action is taken upon the application of Richard and Kay Atkinson. 3. That the owner of the property has voluntarily proffered in writing the following condition which the Board of Supervisors of Roanoke County, Virginia, hereby accepts: (1) There shall be no more than 7 pigs allowed on the property. (2) All animal waste shall be disposed of in a way that will not create a health hazard or nuisance to adjacent property owners. 4. That said real estate is more fully described as follows: Page 1 of 2 T A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE A COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 22, 2013 ORDINANCE 102213-11 TO VACATE TWO (2) TWENTY FOOT () WIDE DRAINAGE EASEMENTS DEDICATED FOR PUBLIC USE BY THE PLAT FOR JAVA, LLC, RECORDED AS INSTRUMENT # 2008-12233 AND LOCATED ON ROANOKE COUNTY TAX MAP #087.10-03-05.00-0000- 0000, CAVE SPRING MAGISTERIAL DISTRICT WHEREAS, a plat A and the dedication of 0.079 acre for public street purposes on August 22, 2008, and recorded in the Clerk's Office of the Circuit Court of Roanoke County, Virginia, as Instrument #2008-12233 dedicated two (2) twenty foot () wide public drainage easements across a parcel identified as Roanoke County Tax Map #087.10-03-05.00-0000; and WHEREAS, the petitioner and current owner of said parcel, Fralin Holdings I, LLC, has requested the vacation of two (2) twenty foot () wide public drainage easements, which were dedicated by the above-mentioned plat; and WHEREAS, County staff has reviewed and approved the vacation of these two(2) to be Vacated for Tax Map #087.10-03-05.00-0000 Roanoke County Department of Community Development; and WHEREAS, no other property owner will be affected by the vacation of these public utility easements, and this vacation will not involve any cost to the County, and the affected County departments and public utilities have raised no objection; and WHEREAS, notice has been given as required by Section 15.2-2204 of the Code of Virginia (1950, as amended); and Page 1 of 3  THEREFORE, BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That pursuant to the provisions of Section 18.04 of the Roanoke County Charter, the acquisition and disposition of real estate can be authorized only by ordinance. A first reading of this ordinance was held on October 8, 2013, and a second reading and public hearing of this ordinance was held on October 22, 2013. 2. That pursuant to the provisions of Section 16.01 of the Roanoke County Charter, the subject real estate (two (2) twenty foot () wide public drainage easements, which were dedicated by plat for JAVA, LLC, recorded as Instrument #2008-12233 (shown on the attached Exhibit A) are hereby declared to be surplus and the nature of the interests in real estate renders it unavailable for other public use. 3. That the subject real estate (two (2) twenty foot () wide public drainage easements, which were dedicated by plat for JAVA, LLC, recorded as Instrument #2008- 12233 ( be, and hereby are, vacated pursuant to Section 15.2-2270 of the Code of Virginia,1950, as amended. 4. That all costs and expenses associated herewith, including but not limited to publication, survey and recordation costs, shall be the responsibility of the Petitioner. 5. That the County Administrator, or any Assistant County Administrator, is hereby authorized to execute such documents and take such actions as may be necessary to accomplish the provisions of this ordinance, all of which shall be on form approved by the County Attorney. 6. That this ordinance shall be effective on and from the date of its adoption, and a certified copy of this ordinance shall be recorded in the Clerk's Office of the Circuit Court of Page 2 of 3  Exhibit “A” DESCRIPTIONWIDTH Feet Existing Drainage Easement # 1 to be Vacated (Shown in Red)20 ft Existing Drainage Easement #2 to be Vacated (Shown in Blue)20 ft ROANOKE COUNTY Drainage Easements to be Vacated for Tax Map # 087.10-03-05.00-0000 DEPARTMENT OF COMMUNITY DEVLOPMENT AT A REGULAR MEETING OF THE BOARD OF SUPEVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 22, 2013 ORDINANCE 102213-12 APPROVING AND AUTHORIZING A CABLE TELEVISION NEGOTIATED FRANCHISE WITH COMCAST CORPORATION WHEREAS, by Ordinance 121900-16 adopted on December 19, 2000, effective January 1, 2001, a cable television franchise had previously been granted by the Blacksburg/Salem Cablevision Inc., an WHEREAS, Adelphia underwent bankruptcy proceedings in 2005; and WHEREAS, by Resolution 101105-2 adopted on October 11, 2005, the Board of S Transaction and the Exchange Transaction whereby Comcast Corporation assumed all and WHEREAS, the underlying original contract between Roanoke County and Adelphia, now Comcast Corporation expired on October 16, 2010. Comcast, Roanoke County and the City of Salem, who operate under the same mirror agreement continued negotiations while the contract remained in a month to month, or holdover status; and WHEREAS, Comc stalled in 2011 over a the localities demand for an upgrade to its system for both the cable system and its Internet service (which is not covered by the Franchise Agreement), and over Comcast not agreeing to keep a local customer service office Page 1 of 4  either in Salem or in the Roanoke Valley, and greater expansion of service into rural County areas; and WHEREAS, in 2012 Comcast announced its upgrade, which is complete and agreed to keep the Salem office open for an additional two years and then in a convenient location after that period, and agreed to higher quality customer service lines. The negotiations also led to Comcast agreeing to maintain the interconnection with Cox for cablecast of Channel 3 and agreed that RVTV will remain on Channel 3 unless it becomes technically impossible. The Agreement also includes free service to government and educational facilities, as well as providing an emergency alert system available for the local governments; and WHEREAS, Roanoke County was unsuccessful in obtaining extension of service in more rural areas in West County, however, the density in the Comcast agreement is the same as in the Cox agreement fof the County; and WHEREAS, since the negotiation and execution of the original underlying Franchise Agreement, the Commonwealth of Virginia has enacted legislation which provides default franchise agreements with cable companies which the cable companies can opt to use instead of a negotiated franchise agreement, and that this alternative process is more difficult for localities to negotiate favourable agreements and; WHEREAS, Roanoke County will continue to receive a franchise fee from Comcast in the amount of five percent (5%) of annual gross revenues; and WHEREAS, Roanoke County staff supports the execution of this Agreement; and Page 2 of 4  WHEREAS, the City of Salem passed an ordinance on Monday, August 12, 2013, approving the a Negotiated Franchise Ordinance; and WHEREAS, the first reading of this ordinance was held on October 8, 2013, and the second reading and public hearing was held on October 22, 2013; and WHEREAS, the County of Roanoke is authorized to enter into a cable franchise agreement pursuant to Section 15.2-2108.20 of the Code of Virginia. NOW THEREFORE, BE IT ORDANINED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE, VIRGINIA, as follows: 1. Upon review of the financial, legal and technical qualifications of the Franchisee, and having determined them to be sufficient and appropriate to provide the services, facilities and equipment necessary to meet the needs of its citizens, Roanoke County desires to enact this ordinance regulating the construction, operation and maintenance of a cable system in accordance with the terms and conditions set forth in Exhibit A, the Cable Franchise Agreement. 2. Roanoke County, by its County Administrator, or Assistant County Administrator, is hereby authorized to execute the attached Cable Franchise Agreement establishing the rights and obligations of the Franchising Authority and the Franchisee consistent with the provisions of Section 15.2-2108.20 of the Code of Virginia. 3. That this ordinance shall become effective from and after the date of its adoption. Page 3 of 4  ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì CABLE FRANCHISE AGREEMENT entered into between the County of Roanoke, Virginia, a municipality within the Commonwealth ) and Comcast of Connecticut/Georgia/Massachusetts/New Hampshire/New York/North Carolina/ Virginia/ Vermont Having reviewed the financial, legal and technical qualifications of the Franchisee, and having determined them to be sufficient and appropriate to provide the services, facilities and equipment necessary to meet the needs of its citizens, the County desires to enter into this Franchise Agreement with Franchisee for the construction, operation and maintenance of a Cable System in accordance with the terms and conditions set forth below. SECTION 1 Definitions For the purpose of this Agreement, capitalized terms, phrases, words and abbreviations shall have the means ascribed to them in the Code of Virginia, Title 15.2, Article 1.2, 15.2- y 2108.19 and the Cable Communications Policy Act of 1984, as amended, 47 U.S.C. 521, et. yy seq. 1.1 1.2"Affiliate," in relation to any person, means another person who owns or controls, is owned or controlled by, or is under common ownership or control with, such person. 1.3 "Basic Service" means the service tier that includes (i) the retransmission of local television broadcast channels and (ii) public, educational, and governmental channels required to be carried in the basic tier. 1.4 "Cable Operator" means any person or group of persons that (i) provides Cable Service over a Cable System and directly or through one or more affiliates owns a significant interest in such Cable System or (ii) otherwise controls or is responsible for, through any arrangement, the management and operation of a Cable System. Cable Operator does not include a provider of wireless or direct-to-home satellite transmission service that does not use the public rights of way. 1.5 "Cable Service" means the one-way transmission to Subscribers of (i) video programming or (ii) other programming service, and Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service. Cable Service does not include any video programming provided by a commercial mobile service provider as defined in 47 U.S.C. Section 332(d). ï ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 1.6 "Cablmeans the facility owned, constructed, installed, operated and maintained by the Franchisee in the County , and consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide Cable Service that includes video programming and that is provided to multiple Subscribers within the County.. 1.7 "Customer" or "Subscriber" means a Person or user of the Cable System who lawfully receives Cable Service therefrom with the Franchisee's express permission. 1.8 "Effective Date" means the date on which this Agreement, with any necessary executed signatures, is enacted into law. 1.9 "FCC" means the Federal Communications Commission or successor governmental entity thereto. 1.10 "Force majeure" means an event or events reasonably beyond the ability of the Cable Operator to anticipate and control. "Force majeure" includes, but is not limited to, acts of God, incidences of terrorism, war or riots, labor strikes or civil disturbances, floods, earthquakes, fire, explosions, epidemics, hurricanes, tornadoes, governmental actions and restrictions, work delays caused by waiting for utility providers to service or monitor or provide access to utility poles to which the Cable Operator's facilities are attached or to be attached or conduits in which the Cable Operator's facilities are located or to be located, environmental restrictions and unavailability of materials or qualified labor to perform the work necessary. 1.11 "Franchise" means an initial authorization, or renewal thereof, issued by the Franchising Authority, whether such authorization is designated as a franchise, permit, license, resolution, contract, certificate, agreement, or otherwise, that authorizes the construction or operation of a Cable System in the public rights of way. 1.12 "Franchise Agreement" or "Agreement" shall mean this Cable Franchise Agreement and any amendments or modifications hereto. 1.13 "Franchise Area" shall mean the present legal boundaries of the County or its lawful successor, transferee, designee or assignee thereof 1.14 (or Grantee) shall mean Comcast of Connecticut/Georgia/Massachusetts/New Hampshire/New York/North Carolina/Virginia/Vermont, LLC. 1.15 "Gross revenue" means all revenue, as determined in accordance with generally accepted accounting principles, that is actually received by the Cable Operator and derived from the operation of the Cable System to provide Cable Services in the Franchise Area; however, "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 î ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì channels for the use of the Cable Service to sell merchandise; (iii) any tax, fee, or charge collected by the Cable Operator 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 the Cable Operator to provide Cable Service; and (viii) revenue derived from services classified as noncable services under federal law, including, without limitation, revenue derived from telecommunications services and information services, and any other revenues attributed by the Cable Operator to noncable services in accordance with rules, regulations, standards, or orders of the FCC. 1.17 "Ordinance" includes a resolution. 1.18 "Person" means any natural person or any association, firm, partnership, joint venture, corporation, or other legally recognized entity, whether for-profit or not-for-profit, but shall not mean the Franchising Authority. 1.19 "Public rights-of-way" (PROW or Public Ways) means the surface, the air space above the surface, and the area below the surface of any public street, highway, lane, path, alley, sidewalk, boulevard, drive, bridge, tunnel, park, parkway, waterway, easement, or similar property in which the County or the Commonwealth of Virginia now or hereafter holds any property interest, which, consistent with the purposes for which it was dedicated, may be used for the purpose of installing and maintaining a Cable System. No reference herein, or in any franchise, to "public rights-of-way" shall be deemed to be a representation or guarantee by the County that its interest or other right to control the use of such property is sufficient to permit its use for such purposes, and a Franchisee shall be deemed to gain only those rights to use as are properly in the County and as the County may have the undisputed right and power to give. For purposes of this Franchise, the term "public rights-of-way" shall also include any other parcels of property that are owned by the County. 1.20 "Service Interruption" means a service outage affecting less than five Subscribers, or a loss or degradation of either video or audio for one or more channels for one or more Subscribers. 1.21 "Service Outage" means the complete loss of Cable Service to five or more Subscribers served by the same trunk, node, or feeder line for a period of 2 hours 24 hours or more. 1.22 "Transfer" means any transaction in which (i) an ownership or other interest in the Cable Operator is transferred, directly or indirectly, from one Person or group of Persons to another Person or group of Persons, so that majority control of the Cable Operator is transferred; or (ii) the rights and obligations held by the Cable Operator under the Franchise granted under í ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì this Agreement 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 Franchise shall not include (a) transfer of an ownership or other interest in the Cable Operator to the parent of the Cable Operator or to another affiliate of the Cable Operator; (b) transfer of an interest in the Franchise granted under this Agreement or the rights held by the Cable Operator under the cable Franchise granted under this Agreement to the parent of the Cable Operator or to another Affiliate of the Cable Operator; (c) any action that is the result of a merger of the parent of the Cable Operator; (d) any action that is the result of a merger of another Affiliate of the Cable Operator; or (e) a transfer in trust, by mortgage, or by assignment of any rights, title, or interest of the Cable Operator in the Franchise or the system used to provide cable in order to secure indebtedness. 1.23 "Video programming" means programming provided by, or generally considered comparable to, programming provided by a television broadcast station. All terms used in this Agreement, unless otherwise defined herein, shall have the same meaning as set forth in Sections 15.2-2108.19 of the Code of Virginia, and if not defined therein, then as set forth in Title VI of the Communications Act, any portion of the Cable Act and Part 76 of the rules of the FCC; and if not defined therein, their common and ordinary meaning. In addition, references in this Agreement to any federal or state law shall include amendments thereto, as periodically enacted. SECTION 2 Grant of Authority 2.1 Grant. The County of Roanoke hereby grants to the Franchisee under the Code of Virginia, the Act and the Cable Act, a nonexclusive Franchise authorizing Franchisee to construct and operate a Cable System in the Public Ways within the Franchise Area, and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain in any Public Way such poles, wires, cables, conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments, and other related property or equipment as may be necessary or appurtenant to the Cable System and to provide such Cable Service over the Cable System as may be lawfully allowed. In addition, so to use, operate and provide similar facilities or properties rented or leased from a public utility franchised or permitted to do business in the County, provided that all applicable permits are applied for and granted, all fees paid and all other County ordinances are otherwise complied with. 2.2 Term of Franchise. The Franchise granted hereby shall expire ten (10) years after its Effective Date unless extended or lawfully terminated in accordance with its terms or other applicable law. 2.3 Renewal. Any renewal of this Franchise shall be governed by and comply with the provisions of Article 1.2, Chapter 21 of Title 15.2 of the Code of Virginia and Section 626 of the Cable Act, as amended. ì ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 2.4 Reservation of Authority. Nothing in this Franchise Agreement shall be construed as a waiver of any codes or ordinances of general applicability promulgated by the Franchising Authority. Any conflict between the terms of this Franchise Agreement and any code or ordinance may be resolved by a court of competent jurisdiction. 2.5 Grant Not Exclusive: The Franchise and the right it grants to use and occupy the Public Rights-of-Way to provide Cable Services shall not be exclusive, and the County reserves the right to grant other franchises for similar uses or for other uses of the Public Rights-of-Way, or any portions thereof, to any Person, or to make any such use themselves, at any time during the term of this FranchiseAgreement. 2.5.1 The Grantee acknowledges and agrees that the Franchising Authority reserves the right to grant one or more additional franchises to provide Cable Service within the Franchise Area; provided, however, that no such franchise agreement shall contain terms or conditions more favorable or less burdensome to the competitive entity than the material terms and conditions herein. In the event that a multi- provides Cable service to the residents of the County y under the authority of a state, federal, or local franchise issued by the Franchising Authority, or the state or federal government that is unavailable to the Franchisee, which, in the reasonable opinion of the Grantee, contains more favorable or less burdensome terms or conditions than this Franchise Agreement, the Grantee may serve notice on the County that it asserts its rights pursuant hereto to renegotiate any such terms or conditions. Such negotiations shall commence within thirty (30) days of the receipt of such notice, and upon conclusion of such negotiations, the County shall amend this Franchise Agreement to include any more favorable or less burdensome terms or conditions. 2.5.2 In the event an application for a new cable television franchise is filed with the Franchising Authority proposing to serve the Franchise Area, in whole or in part, the Franchising Authority shall serve or require to be served a copy of such application upon the Grantee by registered or certified mail or via nationally recognized overnight courier service. SECTION 3 Constructing & Maintaining Facilities in Public Ways 3.1 General Obligations of Franchisee. The Franchisee shall be responsible for obtaining, at its own cost and expense, all generally applicable permits, licenses or other forms of approvals or authorizations necessary to construct, operate, maintain or repair the Cable System, or any part thereof, prior to the commencement of any such activity. Construction, installation and maintenance of the Cable System shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. All transmission and distribution structures, poles, other lines and equipment installed by the Franchisee for use in the Cable System in accordance with the terms and conditions of this Franchise Agreement, shall be located so as to minimize the interference with the proper use of the PROW and the rights of reasonable convenience of property owners who own property that adjoins any such PROWs. ë ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 3.2 Conditions of Occupancy of PROW. 3.2.1 Relocation to Accommodate New Grades or Lines. If the grades or lines of any Public Ways within the Franchise Area are lawfully changed at any time during the term of this Agreement, then the Franchisee shall, upon reasonable advance written notice from the County (which shall not be less than ten (10) business days) and at no cost to the County, protect or promptly alter or relocate the Cable System, or any part thereof, so as to conform with any such new grades or lines. If public funds are available to any other user of the Public Ways for the purpose of defraying the cost of any of the foregoing, the Franchisee may avail itself of any such funds. However, it is understood that there is no affirmative obligation on the part of the County to determine the availability of public funds for defraying the cost of altering or relocating the Cable System to conform to new grades or lines. Franchisee reserves its right to pass these relocation costs through to its Subscribers in accordance with applicable law, including FCC rate regulations. 3.2.2 Restoration of Public Ways. If, in connection with the construction, operation, maintenance or repair of the Cable System, the Franchisee disturbs, alters or damages any Public Ways, the Franchisee agrees it shall, at its own cost and expense, replace and restore any such Public Way(s) to a condition comparable to the condition of the Public Way(s) existing immediately prior to the disturbance. The shall make the final determination as to the acceptability of repair and/or replacement of damaged facilities. In performing any excavation work in the PROW, the Franchisee will comply with all applicable requirements of the ordinances and, if applicable, in accordance with all applicable Virginia Department of Transportation standards. It shall be the responsibility of the Franchisee to obtain any required permits, to review all applicable excavation, reconstruction, restoration, repair and permitting requirements and to become familiar with such requirements before beginning any excavation, reconstruction, restoration or repair in the PROW or upon private property. All of the foregoing works shall be conducted by the Franchisee in accordance with good engineering practices by qualified maintenance and construction personnel and in a manner so as to not to endanger or interfere in any manner with any improvements being undertaken by the County or, if ever applicable, Virginia Department of Transportation, and so as to not unduly hinder or obstruct pedestrian or vehicular traffic. 3.2.3. Construction Safety Standards. The Franchisee shall, at its own cost and expense, undertake all necessary and appropriate efforts to maintain its work sites in a safe manner in order to prevent failures and accidents that may cause damage, injuries or nuisances. All work undertaken on the Cable System shall be performed in accordance with applicable FCC or other federal and state regulations and in accordance with the National Electrical Safety Code of the National Bureau of Standards and the National Electrical Code of the National Bureau of Fire Underwriters, as updated and amended from time to time. The Cable System shall not endanger or interfere with the safety of Persons or property in the Franchise Area. 3.2.4. Tree Trimming. The Franchisee shall have the responsibility and authority to trim trees or other natural growth overhanging any portion of its Cable System in the Franchise nt. All such ê ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì sole cost and expense. For all planned trimming, the Franchisee shall provide the County with at least two business days notice of the work to be performed and a description of such work. For trimming of an emergency nature, including responding to storm damage, advance notice is not required. The Franchisee shall be responsible for any damage and for the clean-up of all debris caused by the trimming activities. 3.2.5 Underground Facilities. If, at any time when the Franchisee is engaging in the construction or extension of the Cable System or any part thereof, all of the transmission and distribution facilities of all of the respective public or municipal utilities in any region of the distribution facilities underground; provided that such underground locations are actually capable of accommodat relocate aerial facilities underground as part of an undergrounding or neighborhood beautification project, the Franchisee shall participate in the planning for the relocation of its expenses shall be included in any computation of necessary project funding by the municipality or private parties. The Franchisee shall be entitled to reimbursement of its relocation costs from any public or private funds raised for such an undergrounding or beautification project and that may be otherwise made available to other users of the Public Way. In the event no such public or private funds exist, the Franchisee shall bear all costs and expenses connected therewith and shall reserve its right to pass these costs through to its Subscribers in accordance with applicable law, including FCC rate regulations. 3.2.6 Relocation at the Request of Third Parties. The Franchisee shall, upon reasonable prior written request of any person holding a permit issued by the County to move any structure, temporarily move its wires to permit the moving of such structure; provided that, the Franchisee may impose a reasonable charge on any Person for the movement of its wires, and such charge may be required by the Franchisee to be made in advance of the movement. Any request made by a third party based on this provision shall provide the Franchisee with a minimum of ten (10) business days notice. 3.2.7 Excavation in Compliance with County Ordinances. All excavation and reconstruction work by a Franchisee in the PROW must be in compliance with the requirements of the Ordinances, including all of the standards referenced therein, and, if ever applicable, all VDOT standards. It shall be the responsibility of the Franchisee to obtain any required permits, to review all applicable excavation, reconstruction, restoration, repair and permitting requirements, and to become familiar with such requirements before beginning any excavation, reconstruction, restoration or repair work in the PROW or private property. 3.2.8 Safe and Nonintrusive Construction & Improvement Practices. Any equipment or facilities installed by a Franchisee in the PROW shall be installed, located, erected, constructed, reconstructed, replaced, restored, removed, repaired, maintained and operated in accordance with good engineering practices, so as to not (l) endanger or interfere in any manner with improvements é ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì the County may deem appropriate to make; (2) interfere with the rights of any private property owner; or (3) hinder or obstruct pedestrian or vehicular traffic. 3.2.9 Mandatory Removal Procedures. Whenever the County shall determine that it is necessary in connection with the repair, relocation, or improvement of the PROW, the County may require by written notification that any properties or facilities of the Franchisee be removed or relocated. Within sixty (60) days after receipt of notification, unless the County extends such period for good cause shown, the Franchisee shall remove or relocate its facilities to such place and under such terms and conditions as specified by the County. The Franchisee shall bear all expenses associated with the removal and relocation except that the County will issue, without charge to the Franchisee, whatever local permits are required for the relocation of Franchisee's facilities. If the Franchisee does not complete its removal or relocation within sixty (60) days or such other period as authorized by the County , the County may take such actions as necessary to effect such removal or relocation at the Franchisee's expense. SECTION 4 Service Obligations 4.1 General Service Obligations 4.1.1 The Grantee shall make Cable Service available to every residential dwelling unit within the Franchise Area where the minimum density is at least thirty (30) dwelling units per mile and is within one (1) mile as measured in strand footage from the nearest point on the Cable System trunk or feeder line from which a usable cable signal can be obtained. For is within four hundred (400) feet of the PROW. Subject to the density requirement, Grantee shall offer Cable Service to all new homes or previously unserved homes located within one hundred and fifty (150ation rate. 4.1.2 The Grantee may elect to provide Cable Service to areas not meeting the above density and distance standards. The Grantee may impose an additional charge in excess of its regular installation charge for any service installation requiring a drop in or line extension in excess of the above standards. Any such additional charge shall be computed on a time plus materials basis, including a reasonable rate of return, to be calculated on that portion of the installation that exceeds the standards set forth above. Such additional charge shall be paid by the developer or landowner or customer requesting Cable Service in an area that does not meet the density and distance standards. 4.2 New Developments. Franchisee agrees to use commercially reasonable efforts to inform itself of all newly planned developments with the County and to work with developers to cooperate in pre-installation of facilities to support Cable Service. Should, through new construction, an area within the Franchise Area meet the density requirement, the Franchisee shall provide Cable Service to such area within six (6) months of receiving notice from the County that the density requirement has been met. è ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 4.3 Programming. The Franchisee shall offer all Customers a diversity of video programming services. 4.4 No Discrimination. The Franchisee shall not discriminate or permit discrimination between or among any Persons in the availability of Cable Services or other services provided in connection with the Cable System in the Franchise Area. It shall be the right of all Persons to receive all available services provided on the Cable System so long as such Person's financial or other obligations to the Franchisee are satisfied, unless such Person has engaged in theft of Franchisee's Cable Services, vandalism of its property or harassment of its representatives. Nothing contained herein shall prohibit the Franchisee from offering senior citizen discounts, bulk discounts, promotional discounts, package discounts, or other such pricing strategies as part of its business practice. Franchisee shall assure that access to Cable Services is not denied to any group of potential residential cable Subscribers because of the income of the residents of the local area in which such group resides. 4.5 Availability of Maps to the County. Upon two weeks written notice by the County, but no more often than annually, the Franchisee shall make available for viewing by the County, clearly delineating all areas in which Cable Service is then being made available to Subscribers within the Franchise Area. 4.6 Changes in Service. Franchisee agrees to provide the County and all Subscribers to its Cable Service, a minimum of thirty (30) days written notice of any changes in the mix, nature or quality of the Cable Services, in accordance with applicable law. SECTION 5 Educational & Governmental Access Channels 5.1 Designation of Channels. Franchisee shall designate capacity on up to three (3) channels for edu County or its designee, such as an accredited educational institution. On the Effective Date of this Agreement, the Franchisee shall furnish one (1) EG access channel for the purpose of providing Governmental Access. In addition, the County reserves the right, within one year of the Effective Date of this Agreement, to serve notice of its intent to activate an additional channel for the purpose of providing Educational Access, which channel shall be used by the County, and its public school system.. Upon receipt of this notice of intent, so long as timely served, the Franchisee shall be afforded no fewer than one hundred eighty (180) days to initiate carriage of the educational programming. If, upon the initiation of the Educational Access Channel, the County thereafter is furnishing twelve (12) hours or more of weekday programming for each of these two access channels, the County shall, in such event, have the further right to request activation of a third EG channel, upon the serving of at least one hundred eighty (180) days written notice to the Franchisee. In the event two EG channels become operational, the one operating first-in-time shall be designated as a Governmental Access Channel, and the second as an Educational Access Channel. ç ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 5.2 Channel Positioning and Rights of Use. Use of a channel position for EG access shall be provided on the Basic Service tier offered by the Franchisee, which shall be known, designated, and advertised as Channel 3, unless the Franchisee provides notice and supporting documentation that this designation is no longer technically feasible. If Channel 3 is not available then the County must be advised of an alternate approval. regardless of whether the transmission format is analog or digital. In any event, the Franchisee does not relinquish its ownership or control over any channel designated for EG use. In the event the channel designation of a EG access channel is reassigned or changed by the Franchisee, the Franchisee shall provide the County with at least thirty (30) days notice before such reassignment, and shall pay the costs of any advertising or promotional materials attributable to the channel reassignment, up to an amount not to exceed five thousand dollars ($5,000). An EG access user acquires no property or other interest by virtue of the use of a channel so designated, and is afforded no expectation of the continued use of a specific channel number under this Agreement. The Franchisee shall have no editorial control over any EG channel, except that the Franchisee may refuse to transmit any public access program (or any portion thereof) that contains obscenity, indecency or nudity. The County alone shall be responsible for developing and implementing rules for EG channel usage. 5.3 Definitions Relating to EG Channels. The following definitions apply to the references made within this section: 5.4 Educational Access Channel. An Educational Access Channel is a channel designated for noncommercial use by educational institutions such as public schools, private schools, community colleges, baccalaureate institutions, universities and other institutions of higher learning. 5.5 Government Access Channel. A Governmental Access Channel is a channel designated for noncommercial use by the Franchising Authority for the purpose of disseminating information about the workings of local government. 5.6 EG Compliance with FCC Technical Requirements. The Franchisee shall ensure that all EG access channel signals carried on its system, regardless of the method used to acquire the EG channels, shall comply with all applicable FCC signal quality and technical standards for all classes of signals, as elsewhere set forth in this Agreement. The technical and signal quality of all EG access channel signals shall be preserved and shall be of comparable quality as other channels. 5.7 Facilities in Support of EG Operations. The Franchisee shall continue to provide and maintain all existing communications facilities, including video return lines, between its headend and the point(s) of origin of the EG channel programming.. Within one hundred twenty (120) days of receipt of the written request of a second or third additional EG channel activation as described in this Section, the Franchisee will provide a connection between a location designated by the County and the Few channel to be activated for EG use, at no charge to the County, so long as the connection between the new location designated by the ïð ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì County and the nearest usable video return insertion point in the Cable System is two hundred (200) feet or less. 5.8 Interconnection with Other Cable Systems. The Franchisee shall design its Cable System so that it may be interconnected with any other Cable Systems serving the County for the purpose of sharing facilities for the production and distribution of EG channels. Interconnection may be made via hard wire, terrestrial microwave link, satellite or any other appropriate instrumentality. In the event a Franchise is issued by the County to a competing Cable Service franchisee, stem for purposes of obtaining EG Access ProEG Access channels without entering into a mutually acceptable interconnection agreement with Franchisee. The Franchisee shall interconnect with the Cox Cable System currently serving the County at no charge to the County or to Cox. SECTION 6 Communications Tax and Franchise Fees 6.1 Communications Tax. Franchisee shall comply with the provisions of Section 58.1- 645 et seq. of the Code of Virginia, pertaining to the Virginia Communications Sales and Use Tax, as amended (the "Communications Tax"), and Sections 6.2 through 6.6 of the Agreement shall not have any effect, for so long as the Communications Tax or a successor state or local tax that would constitute a Franchise Fee for purposes of 47 U.S.C. § 641, as amended, is imposed on the sale of Cable Services by the Franchisee to Subscribers in the County . 6.2 Payment of Franchise Fee to County. In the event that the Communications Tax is repealed and no successor state or local tax is enacted that would constitute a Franchise fee for purposes of 47 U.S.C. § 641, as amended, Franchisee shall pay to the County a Franchise fee of five percent (5%) of annual Gross Revenue, beginning on the effective date of the repeal of such tax (the "Repeal Date"), in accordance with applicable law. Beginning on the Repeal Date, the terms of Section 6.2 through 6.6 of this Agreement shall take effect. In accordance with Title VI of the Communications Act, the twelve (12) month period applicable under the Franchise for the computation of the Franchise fee shall be a calendar year. Such payments shall be made no later than thirty (30) days following the end of each calendar quarter. Should Franchisee submit an incorrect amount, Franchisee shall be allowed to add or subtract that amount in a subsequent quarter, but no later than ninety (90) days following the close of the calendar year for which such amounts were applicable; such correction shall be documented in the supporting information required under Section 6.3 below. 6.3 Supporting Information. Each Franchise fee payment shall be accompanied by a brief report prepared by a representative of Franchisee showing the basis for the computation, and a breakdown by major revenue categories (such as Basic Service, premium service, etc.). The County shall have the right to obtain further supporting information for each Franchise fee payment, upon reasonable notice. ïï ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 6.4 Limitation on Actions for Franchise Fees. The period of limitation for recovery of any Franchise fee payable hereunder shall be three (3) years from the date on which payment by Franchisee is due. 6.5 Bundled Services. If Cable Services subject to a Franchise fee, or any other fee determined by a percentage of the Cable Operator's gross revenues in a locality, are provided to Subscribers in conjunction with other services: the fee shall be applied only to the value of these Cable Services, as reflected on the books and records of the Cable Operator in accordance with rules, regulations, standards or orders of the FCC or the Virginia State Corporation Commission, or generally accepted accounting principles, if not inconsistent thereto. Any discounts resulting from purchasing the services as a bundle shall be reasonably allocated between the respective services that constitute the bundled transaction and not be inconsistent with the rates advertised by Franchisee for Subscribers within the County. 6.6 Books and Records Regarding Franchise Fees. Subject to any confidentiality requirements of this Agreement, the County , or such Person or Persons designated by the County , shall have the right to inspect and copy records and the right to audit and to re-compute any amounts determined to be payable under this Franchise, without regard to by whom they are held. If an audit discloses an overpayment or underpayment of Franchise fees, the County shall notify the Franchisee of such overpayment or underpayment within ninety (90) days of the date the audit was completed. The County, in its discretion and in conjunction with the Franchisee, shall determine the completion date for any audit conducted hereunder. Audit completion is not to be unreasonably delayed by either party. Subject to any confidentiality requirements as set forth elsewhere in this Franchise Agreement, the Franchisee shall be responsible for providing to the County all records necessary to confirm the accurate payment of Franchise fees. The Franchisee shall maintain such records for the current year plus three (3) years. The audit expenses shall be borne by the County unless the audit determines the payment to the County should be increased by more than five percent (5%) in the audited period, in which case the reasonable costs of the audit, not to exceed three thousand dollars ($3,000), shall be paid by the Franchisee to the County within thirty (30) days following written notice to the Franchisee by the County of the underpayment, which notice shall include a copy of the audit report. If re- computation results in additional revenue to be paid by Franchisee to the County , such amount shall be subject to an interest charge in accordance with the standard rate for computing interest charges on late payments. SECTION 7 Customer Service and Billing Practices ïî ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 7.1 Customer Accessibility & FCC Records Availability. The Franchisee shall maintain a local office, or agent, at a location which is conveniently located for customers residing in the County, subject to County approval. Pursuant to Part 76, Subpart U, §1700(b) of the rules of the FCC, as be amended from time to time, all records, reports and documents required to be maintained in the public inspection file of the Franchisee shall at all times be maintained at the F as herein described. At all times during the term of this Agreement, the following documents and records shall be subject to public review in the public inspection file: i) requests for cablecast time made by or on behalf of a candidate for public office, together with appropriate notations showing the disposition made on each request; and the charges made, if any, in the event the request was granted; ii) record of free time provided candidates if such time was made available; iii) copies of any Equal Employment Opportunity ed to be filed with the FCC; iv v) proof of performance test data required gnal leakage logs and repair reports as required by designation of any new principal headend; and, viii) all other records and reports as required by Section 1700(b) of the rules of the FCC, as amended. 7.2 Live Local Telephone Communications Capability. A listed local or toll free telephone number shall be made available to Subscribers at all times. Technology employed by the Franchisee in processing calls through its call centers, wherever located, shall provide information viewable by call center personnel identifying the point of origination of the call, the programming and price options of services and equipment available to Subscribers in the County, and the availability of new services in the County. Franchisee shall further comply with the FCC Customer service Standards pursuant to 47 CFR section 76.309. 7.3 Responsiveness of Franchisee to Initial Subscriber Inquiry. Telephone answering time shall not exceed thirty (30) seconds and the time to transfer the call to a customer service representative shall not exceed an additional thirty (30) seconds beyond completion of the Further, with the exception of Force Majeure circumstances, 7.4 Resolution of Installation and Service Requests. The Franchisee shall complete all standard installations located within its Service Area within seven (7) business days after the order is placed. Franchisee shall respond to interruptions in service and outages affecting more than one hundred (100) Subscribers within two hours after the Franchisee becomes aware of the interruption, including Saturdays, Sundays and legal holidays. The Franchisee shall respond to all other Service Interruptions or Service Outages within 24 hours after the Franchisee becomes aware of the interruption, including Saturdays, Sundays and legal holidays. The Franchisee shall respond to all requests for service other than Service Interruptions or Service Outages by the next business day after receiving the request for service or otherwise becoming aware of the need for a repair of service. The Franchisee shall use commercially reasonable efforts to comply with the foregoing standards relating to service calls and complaints. The Franchisee shall not be subject to sanction for noncompliance with the foregoing standards if, under normal operating conditions ïí ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì and not conditions resulting from a Force Majeure, the standards are met at least ninety-percent (90%) of the time upon becoming aware of the need for service. 7.5 Service Call Hours of Operation. Franchisee shall perform service calls, installations and disconnects at least between the hours of 9:00 a.m. and 6:00 p.m. Monday through Friday and 9:00 a.m. and 5:00 p.m. Saturday. Where a Subscriber is unable to arrange for a service call or installation during that period, the Franchisee shall also schedule service and installation calls at reasonable times outside that period. 7.6 Service Call Cancellations. The Franchisee may not cancel an appointment with a Subscriber after 6:00 p.m. on the business day preceding the appointment, unless the appointment is for a Monday, in which case the Franchisee may not cancel after 5:00 p.m. on able to keep the appointment with the Subscriber as scheduled, the Subscriber will be contacted, and the appointment rescheduled, as necessary, at a time which is reasonably convenient for the Subscriber. 7.7 Photo-Identification. All personnel, agents and representatives of the Franchisee, including sub-contractors, who have occasion to deal directly with Subscribers in the field, shall carry photo-identification badges, to be displayed upon request, when acting on behalf of the Franchisee. 7.8 FCC Customer Service Compliance. Throughout the term of its Franchise, the Franchisee shall maintain all parts of its Cable System in good working condition. Subject to notification and request by affected Subscribers, and to reasonable verification by the Franchisee of any reported Cable Service outage, the Franchisee agrees to provide a pro-rata refund or, at its option, an equivalent credit of the fee charged to any Subscriber for each calendar month in which such Subscriber has experienced more than twenty four (24) hours of Cable Service outage, with the refund or credit being based on the total hours of outage compared to the total number of hours available in the month to which the rebate or credit applies. The Franchisee agrees to keep a record in its offices of every complaint received and the manner or disposition thereof. Complaint records shall be kept for not less than two (2) calendar years. The Franchisee shall make information pertaining to its complaint records available to the County upon written request, with confidential information redacted, for review and inspection during normal business hours. The County may, at its election and expense, make photocopies of such complaints. 7.9 & Identification of Fees. Bills to Subscribers shall be clear, concise and straightforward. Bills are to be fully itemized including separate breakouts for Basic Service, expanded Basic Service and premium service charges and equipment charges. The Franchisee may identify as a separate line item on each regular bill of each Subscriber (i) the amount of the total bill assessed as a Franchise fee, or any equivalent fee or Communications Tax, and the County as recipient of such fee or tax; (ii) the amount of the total bill assessed to satisfy any requirements imposed on the Franchisee, including those to support educational or governmental access facilities, including institutional networks; and (iii) the amount of any other ïì ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì fee, tax, assessment, or charge of any kind imposed by any governmental entity on the transaction between the Franchisee and the Subscriber. 7.10 allow, no charge shall be made to the Subscriber for repairs or maintenance of Franchisee-owned equipment or facilities. 7.11 Refunds. Refund checks or credits to Subscribers shall be issued promptly, but no later than the Subscriber of the equipment supplied by the Franchisee. No charge may be made by the Franchisee for any product or service that the Subscriber has not actually confirmed he or she wishes to receive. 7.12 Service Disconnects and Downgrades. The Franchisee shall promptly disconnect or downgrade any Subscriber upon the Subscriber for such Subscriber-initiated disconnection or downgrade. Any security deposit or other credits or funds due the Subscriber shall be promptly refunded on disconnected accounts after any customer premises equipment provided to the Subscriber by the Franchisee has been returned to the Franchisee. A Franchisee may immediately disconnect a Subscriber if the Subscriberis damaging or destroying the Franchisee Cable System or equipment. A Franchisee may also disconnect a Subscriber that causes signal leakage in excess of limits imposed by the FCC. 7.13 Annual Notice of Service. Franchisee shall provide written information on each of the following areas at the time of the installation of service, at least annually to Subscribers, and at any other time upon request: (i) products and services offered; (ii) prices and options for programming services and conditions of subscription to programming and other services; (iii) installation and service maintenance policies; (iv) instructions on how to use the services provided by Franchisee; (v) refund policy; and, (vi) billing and complaint procedures, including This information shall include a description of parental control policies, specifically, that Franchisee provides parental control devices to all Subscribers who wish to be able to block any objectionable channels(s) of programming from entering the Subscriber 7.14 Changes in Rates or Programming. Franchisee shall notify Subscribers of any change in rates, programming services or channel positions in writing, including the separate identification of any channel added or deleted. Notice must be given to Subscribers a minimum of thirty (30) days in advance of such changes if the change is within the control of the Franchisee. In addition, and in accordance with applicable law, Franchisee shall notify Subscribers Thirty (30) days in advance of any significant changes in the other information required by subsection 7.13 above. SECTION 8 Monitoring of Franchisee Performance ïë ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 8.1 Oversight by Franchise Authority. The Franchising Authority shall have the right to oversee, regulate and inspect the operation of the Cable System in the Franchise Area, in accordance with applicable law. The right to inspect shall be exercised upon the furnishing of reasonable notice by the County and will be s or agents whose presence shall be required at the time of any such inspection. All costs of any inspection by the County will be borne solely by the County.. 8.2 Compliance with FCC Technical Standards. The Franchisee shall comply with all applicable technical standards of the FCC as published in Subpart K of 47 C.F.R. §76. To the extent those standards are altered, modified, or amended during the term of this Franchise, the Franchisee shall comply with such altered, modified or amended standards within such time as shall be allowed by the FCC for compliance with such revised standards. The Franchising Authority shall have, upon written request, the right to obtain a copy of tests and records required to be performed pursuant to the FCC's rules. 8.3 Maintenance of Records. The Franchisee shall maintain records as required to show compliance with the operational and service standards set forth in state law, FCC Technical and Customer Service Standards and this Agreement and as required to demonstrate that such compliance has been achieved as more particularly described in subsection 8.4, below. Failure to maintain records of complaints as required shall constitute a violation of this Agreement and may result in the accrual of liquidated damages set forth in Section 12.10 of the Enforcement Procedures limitation, Subscriber grievances about service interruptions, inadequate responsiveness to Subscriber requests for service or repair, employee discourtesy, lack of billing clarity, inadequate notice regarding changes to programming packages and channel availability, and all other aspects of service and operations, whether or not the subject of the complaint requires a service call. 8.4 Records Required. The records required to be maintained by Franchisee shall be in accordance with applicable state and federal law and shall include, without limitation: (i) records of Service Outages and Service Interruptions; (ii) records of service calls for repair and maintenance; (iii) records of installation and requests for expanded service; and, (iv) records of all written complaints of any nature relating to the provisioning of Cable Service. The records described herein shall be maintained for a period of two (2) calendar years after their receipt by Franchisee. 8.5 Compliance Reports & Periodic Evaluations. Within Ninety (90) days after receipt of a written request by the County, the Franchisee shall submit a written year-end report to the County. The written request from the County shall include specific questions and/or issues the Franchisee is to address in its report. Such report may include (i) significant projects undertaken by the Franchisee within the previous year, including Cable System improvements, new construction or programming enhancements; (ii) summaries of the number and nature of complaints that may have been received by the Franchisee in the course of the year relating to outages and service interruptions, billing issues, service installations and other matters relating to the operation of the Cable System in the County. Franchisee shall not be requested to disclose ïê ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì information that is confidential or proprietary in nature. Within thirty (30) days of the completion of the evaluation process, the County shall provide the Franchisee with a comprehensive written report of its findings, clearly stating that the Franchisee is or is not in compliance with the Franchise, and, if not, shall clearly identify those alleged areas of non- compliance. 8.6 Quarterly Reports Demonstrating Compliance with Service Standards. During the first year of the Franchise term, upon written request by the County, no later than thirty (30) days after the end of each calendar quarter, the Franchisee shall submit a written report to the County regarding complaints and service requests received by each call center serving the County, containing such categories of information as the Franchisee records in the normal course of business, which shall include: (i) A report showing the number of service calls received by type during that quarter, including any property damage to the extent such information is available to the Franchisee, and any line extension requests received during that quarter; (ii) A report showing the number of outages for that quarter, identifying separately each outage of one or more nodes for more than one hour at a time, the date and time it occurred, the date and time when repairs began, its duration, the map area, and, when available to the Franchisee, number of homes affected; (iii) A report showing the Franchisee's performance with respect to the customer service standards set forth in Section 7 of this Agreement and all applicable customer service standards established in 47 C.F.R. §76.309(c), signed by an officer or employee certifying its performance with these customer service standards. 8.7 Included in this quarterly report will be the following information: a) Percentage of telephone calls that were answered by a live customer service representative within 30 seconds; b) Percentage of telephone calls received that were abandoned before being answered by a live customer service representative; c) Average hold time for telephone calls received; d) Percentage of time when all incoming trunk lines were in a busy condition; e) Percentage of standard installations performed within seven business days; and f) Percentage of repair calls for Service Interruptions responded to within 24 hours. 8.8 Comprehensive Performance Evaluations. In addition to the reports described previously, in the event the County reasonably believes a violation has occurred, based upon communications received directly from its citizens, the County may schedule a comprehensive performance evaluation upon no less than ninety (90) days written notice provided to the Franchisee. Such evaluations shall require the cooperation of the Franchisee, including, but not limited to, making available to the County the records it maintains pursuant to this Section and all other non-proprietary statistics and information that demonstrate the performance of Franchisee when measured against the operating standards for service and responsiveness set forth in this Agreement. Further, the Franchisee shall make available any records and test measurements in the possession of Franchisee that are required to be maintained under the rules and regulations of the FCC. The public shall be invited to participate in the comprehensive performance evaluation process. Such comprehensive performance evaluations may be undertaken by the County at any time within the first eighteen (18) months after the Effective Date of this Agreement and at additional intervals no more frequently than triennially thereafter. ïé ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 8.9 Inspection of Books and Records Generally. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days' written notice to the Franchisee, the County shall have the right to inspect Franchisee's books and records pertaining to Franchisee's provision of Cable Service in the Franchise Area at any time during normal business hours and on a non-disruptive basis, 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 Agreement which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the County. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than the current year plus three (3) years, and shall not be required to disclose information that the Franchisee determines is proprietary in nature. SECTION 9 Transfer of Control of Cable System or Franchise 9.1 Prior Approval Required for Transfer. No transfer of this Franchise shall occur without the prior written consent of the Franchising Authority, which consent shall not be unreasonably withheld, delayed or conditioned. No transfer shall be made to a Person, group of Persons or Affiliate that is not legally, technically and financially qualified to operate the Cable System and satisfy the obligations hereunder. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of Franchisee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer to an entity directly or indirectly owned or controlled by Comcast Corporation or its successor. Within thirty (30) days of receiving a request for consent, the County shall, in accordance with FCC rules and regulations, notify Franchisee in writing of the additional information, if any, it requires to determine the legal, financial, and technical qualifications of the transferee or new controlling party. If the Franchising Authority has not taken action on ) days after receiving such request, consent shall be deemed given. SECTION 10 Indemnification and Insurance 10.1 Indemnification. 10.1.1. The Franchisee shall, at its sole cost and expense, indemnify and hold harmless the County and its officials, boards, commissions, agents and employees against any and all claims, suits, causes of action, proceedings and judgments for damages arising out of the operation of the Cable System under this Franchise. These damages include, but are not limited to, penalties arising out of copyright infringements and antitrust violations and damages arising out of the failure by the Franchisee to secure consents from the owners, authorized distributors or licensees of programs to be delivered by the F or omission complained of is authorized, allowed or prohibited by the Franchise and/or arising out of the Franchisee improperly crossing private property. ïè ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 10.1.2. The indemnity set forth in this Section is conditioned upon the giving the Franchise prompt notice of the commencement or making of any suit or action covered by this Section such that Franchisee has reasonable time to respond to such suit or action. Nothing in this Section shall be deemed to prevent the County from cooperating with the Franchisee and participating in the defense of any litigation by its own counsel at its sole cost and expense. No recovery by the County of any sum by way of the security fund herein shall be a limitation upon the liability of the Franchisee to the County under the insurance and indemnification provisions herein, except that sums received by the County shall be deducted from any recovery which the County establishes against the Franchisee under this Agreement. 10.1.3. Franchisee shall have the right to defend, settle or compromise any claim or action arising hereunder, and Franchisee shall have the authority to decide the appropriateness and the amount of any such settlement. In the event that the terms of any such settlement does not include the release of the County and the County does not consent to the terms of any such settlement or compromise, Franchisee shall not settle the claim or action but its obligation to indemnify the County shall in no event exceed the amount of such settlement. 10.2 Insurance. The Franchisee shall maintain, and by its acceptance of the Franchise Agreement hereunder specifically agrees that it will maintain throughout the term of the Franchise Agreement, general comprehensive liability insurance insuring the Franchisee. All liability insurance shall include an endorsement in a specific form which names as joint and several insured's the County and the officials, employees and agents, with respect to all claims arising out of the operation and maintenance of the Franchisee's Cable System in the County . Liability insurance mentioned herein below shall be in the minimum amounts of: 10.2.1 $5,000,000.00 for bodily injury or death to anyone person, within the limit often million dollars ($10,000,000) for bodily injury or death resulting from any one accident; 10.2.2 $5,000,000.00 for property damage, including damage to the property, from any one accident; 10.2.3 $5,000,000.00 for all other types of liability resulting from anyone occurrence; 10.2.4 Workers Compensation Insurance as required by the Commonwealth of Virginia; 10.2.5 Franchisee shall carry and maintain in its own name automobile liability insurance with a limit of $5,000,000 for each person and $5,000,000 for each accident for property damage with respect to owned and non-owned automobiles for the operation of which the Franchisee is responsible; and 10.2.6 Coverage for copyright infringement. ïç ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 10.3 The inclusion of more than one (1) insured shall not operate to increase the limit of the Franchisee's liability, and that insurer waives any right on contribution with insurance which may be available to the County. 10.4 All policies of insurance required by this section shall be placed with companies which are qualified to write insurance in the Commonwealth of Virginia and all policies of insurance required by this section shall be placed with companies which are 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 Best Insurance Rating Services. which shall maintain throughout the policy term a General Rating of" A-:VII" and a Financial A:X" as determined by Best Insurance Rating Services. 10.5 Certificates of insurance obtained by the Franchisee in compliance with this section shall be filed and maintained with the Risk Manager during the term of the Franchise. The Franchisee shall advise the County Attorney of any litigation of which it is aware that would affect this insurance 10.6 Should the County find an insurance document to be in non-compliance, then it shall notify the Franchisee, and the Franchisee shall be obligated to cure the defect. 10.7 Neither the provisions of this section, nor any damages recovered by the County thereunder, shall be construed to nor limit the liability of the Franchisee under any franchise issued hereunder or for damages. 10.8 The insurance policies provided for herein shall name the County, its officers, employees and agents as additional insured's, and shall be primary to any insurance or self- insurance carried by the County.. The insurance policies required by this section shall be carried and maintained by the Franchisee throughout the term of the franchise and such other period of time during which the Franchisee operates or is engaged in the removal of its Cable System. 10.9 Identification of Principals. Nothing in this section shall require Franchisee to indemnify, hold harmless or defend the County, its officials, employees or agents, from any claims or lawsuits arising out of the s award of a Franchise to another person. SECTION 11 System Characteristics & Capacity 11.1 System Capacity. The Cable System shall, by no later than the first anniversary of the Effective Date of this Agreement, provide bandwidth capacity system-wide at a minimum of 750 MHz with a technical quality that meets or exceeds FCC requirements. The Cable System shall be configured as an active two-way fiber-to-the-node plant allowing for Subscriber interaction as needed to utilize programming selection and delivery to Subscribers. The Cable System shall be operated in compliance with FCC standards and rules and in a manner that minimizes interference with the reception of off-the-air signals by a Subscriber. îð ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 11.2 Back up Power. The Franchisee shall provide standby power generating capacity at the headend and at all hubs with the capability of furnishing at least twenty four (24) hours reserve power at the headend and all hubs. A reasonable number of portable generators sufficient to provide power to the Cable System for at least three (3) hours shall be made available at all times by the Franchisee. 11.3 Emergency Alert System. The Franchisee shall install and maintain an Emergency Alert System (EAS) that shall be operated at all times in compliance with the rules of the FCC and the EAS Plan in effect for the Commonwealth of Virginia. 11.4 Emergency Powers of the County. In the event of an emergency, or where the property, or an unauthorized use of property, the Franchisee shall remove or relocate any or all parts of the Cable System at the request of the County. If the Franchisee fails to comply with the request, the County System upon reasonable notice to the Franchisee, with the costs of such removal subject to reimbursement to the County by the Franchisee. 11.5 Service to Schools and Government Buildings. The Franchisee shall provide, without charge, one Cable Service outlet activated for an enhanced tier package with features to each building used by the County government and County schools receiving such services as of the Effective Date of this Agreement, as well as other such buildings as may thereafter be utilized by the County government and/or County schools, so long as such buildings or facilities are located within two hundred (200) feet of the service to locations falling beyond this range shall be borne by the County at the time the request for service is made. 11.6 Existing Courtesy Services. Franchisee shall continue to provide the same level of courtesy service to schools and government buildings that was in place as of the Effective Rate of this Agreement. SECTION 12 Enforcement by Franchise Authority 12.1 Reservation of Rights by the County. In the event the County determines, upon a record established in appropriate public hearings, that the Franchisee has failed to materially comply with the terms of this Franchise Agreement, the County may impose an appropriate penalty, including, without limitation, revocation of this Franchise. 12.2 Performance Bond. Within thirty (30) days of the adoption of this Agreement by the County, the Franchisee shall deposit with the County a performance bond from a financial institution running to the County in the amount of fifty-thousand dollars ($50,000). This bond shall serve as a guarantee that the Franchisee will comply with its performance, payment and service obligations under this Agreement. Any bond so issued shall be placed by an institution îï ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì authorized to issue such performance bonds in the Commonwealth of Virginia. Any performance bond shall be in a form acceptable to the County. The bond shall be maintained at the amount established herein for the entire term of the Franchise, even if amounts have to be withdrawn pursuant to this Agreement. Specifically, the Franchisee shall promptly replace any amounts withdrawn from the bond or letter of credit so as to maintain it at the required level of fifty-thousand dollars ($50,000). Any bond shall be recoverable by the County for all damages and costs, whether direct or indirect, resulting from the failure of Franchisee to well and faithfully observe and perform any provision of this Franchise Agreement. 12.3 Written Notice of Liability for Amounts Due County. The County shall provide the Franchisee with written notice informing the Franchisee that such amounts are due to the County. The written notice shall describe, in reasonable detail, the reason(s) for the assessment. In accordance with the terms set forth elsewhere in this Section, the Franchisee shall cure every failure cited by the County or notify the County that there is a dispute as to whether Franchisee believes such amounts are due the County. Such notice by the Franchisee to the County shall specify with particularity the basis of Franchisee's belief that such monies are not due the County. 12.4 Procedures for Enforcement. In the event the County believes that the Franchisee has failed to comply with terms of this Franchise Agreement, it shall, prior to instituting formal enforcement proceedings, communicate its belief informally to the Franchisee and attempt in good faith to seek resolution of the issues. Such communication shall include a written explanation and statement of details regarding the violation(s) that the County believes has occurred. If the Franchising Authority believes sums of money are due the County, the notice provided herein and the notice referenced in subsection 12.3 below may be accomplished simultaneously in the same communication. In the event that informal discussions do not lead to a mutually acceptable resolution to the issue, the County shall issue a formal written notice to the Franchisee. The Franchisee shall have thirty (30) days from receipt of this written notice to: (i) respond to the County, if the Franchisee contests that noncompliance has occurred; (ii) cure such default; or (iii) in the event that, by the nature of default, such default cannot be cured within this period, initiate steps to remedy such default and notify the County of the steps being taken and the projected date that they will be completed. Should the Franchisee fail to timely respond to the informal notice or should the default continue beyond the thirty (30) day cure period, the County shall schedule a public hearing. The County shall provide the Franchisee at least thirty (30) business days prior written notice of such hearing. The notice shall be furnished in accordance with the requirements of Virginia law and specify the time, place and purpose of the public hearing. Any person interested in the matter will be afforded an opportunity to testify. This public hearing may be held by the Roanoke County Board of Supervisors Council or a duly appointed designee of the Board of Supervisors. 12.5 Notice to Franchisee of Amount(s) Due County. In the event the Franchisee fails to cure the default within thirty (30) days, fails to file a timely written response, or fails to timely complete the remediation, the County, if it wishes to continue its investigation into the default, shall schedule a public hearing as referenced in subsection 12.4, above. The Franchisee shall be notified in writing at least thirty (30) business days prior to the public hearing and shall be îî ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì provided an opportunity to be heard at the public hearing. As per the requirements set forth in subsection 12.4, the notice shall specify the time, place, and purpose of the public hearing. The County shall: (1) provide public notice of the hearing in compliance with Virginia law; (2) hear any person interested in the violation under review; and (3) provide the Franchisee with an opportunity to be heard. 12.6 Findings of Fact & Conclusions of Law & Remedies. Upon closing the record in the public hearing, the County shall issue findings of fact and conclusions of law pursuant to the record developed during the public hearing process. Thereafter, the County may elect to apply one or more of the following remedies: specific performance or other equitable relief; commencement of an action at law; or, the application of liquidated damages in accordance with the schedule set forth in this Section. Such findings may also include a proposed cure plan and timeline for curing the violation(s), if the violation(s) can be cured, and the penalties, damages and applicable interest, if any, owed by Franchisee to the County. 12.7 Administrative Appeal. In the event the public hearing described herein has been conducted by a designee of the Board of Supervisors, such as, without limitation, a cable administrator or cable television commission, the Franchisee may appeal the determination of the designee to the Board of Supervisors. Such an appeal shall be heard at a lawfully noticed public hearing. 12.8 Termination. In the event the Franchisee fails to participate in the afore-described process or fails to comply with any service improvement requirements as imposed pursuant to the findings of fact and conclusions of law adopted by the Board of Supervisors or its designee, the Franchise may be terminated after written notice and appropriate further public hearing, meeting the due process requirements of Virginia law. The Franchisee does not waive any rights it may have to pursue judicial appeal of any such decisions by the County to terminate this Franchise Agreement. 12.9 County Option to Elect Liquidated Damages. Because the County and Franchisee concur that calculation of damages to the County in the event of a material breach by Franchisee may be difficult to accurately ascertain, the parties agree to the Countyect liquidated damages as conclusive of actual damages. To the extent that the County elects to assess liquidated damages as provided in this Agreement and such liquidated damages have been paid, such damages shall constitute the sole and exclusive remedy. Nothing in this Section is intended to preclude the Franchising Authority from exercising any other right or remedy with respect to a breach that continues past the time the Franchising Authority stops assessing liquidated damages for such breach. Liquidated damages shall not be assessed until the Franchising Authority has completed the procedures set forth in this Section, including holding a public hearing, and has notified the Franchisee, by certified or registered mail, of the proposed liquidated damage(s), specifying the violation(s) at issue. The Franchisee shall have thirty (30) days from the date of receipt of the written notice to submit payment. If the Franchisee does not make payment within that period, the Franchising Authority may obtain the amount assessed from the Franchisee's performance bond. îí ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì 12.10 Assessment of Liquidated Damages. Liquidated damages shall be assessed as follows: (i) Failure to timely render payments due to the County: Three-tenths of one percent (0.3%) of the unpaid amount for each day the violation continues, in addition to any monetary payment due and interest, in accordance with the standard interest rate for computing interest charges on late payments; (ii) Failure to maintain or supply information, reports and filings lawfully required: $200 for each violation for each day the violation continues; (iii) Failure to comply with customer service standards: $200 for each violation for each day the violation continues, except when compliance is measured in quarterly increments, in which case damages shall be as specified; (iv) Failure to comply with customer service standards in cases where compliance is measured on a quarterly basis: $500 for the first violation in which standards were not met; $1,000 for the second violation; and $2,500 for the third or fourth violation; and, (v) failure to comply with EG access requirements: $200 for each violation for each day the violation continues. On an annual basis from the Effective Date of the Franchise, liquidated damages in total will not exceed twenty thousand dollars ($2 12.11 Multiple Violations. The Franchisee shall not be charged with multiple violations for a single act or event affecting a single Subscriber or for a single act or event affecting multiple Subscribers on the same day. 12.12 Waivers. The County may grant waivers of any of the foregoing liquidated damage amounts upon determining that the public interest would be thereby served. 12.13 Liquidated Damages Construed as Penalties. The foregoing liquidated damages are intended by the parties hereto to constitute penalties to the full extent allowed and contemplated by Section 15.2-2108.22(6) of the Code of Virginia. SECTION 13 Compliance with Legal and Industry Standards 13.1 Franchisee shall comply with all applicable federal, state and local construction and engineering codes and regulations, currently in force or hereafter applicable, to the construction, operation or maintenance of its Cable System within the Franchise Area.. The County shall have the right to review Franchisee's construction plans and specifications to assure compliance with the required standards. The Franchisee shall be solely responsible for taking all steps necessary to assure compliance with applicable standards and to ensure that its Cable System is installed in a safe manner and pursuant to the terms of the Franchise and applicable law. SECTION 14 - Miscellaneous Provisions 14.1 Force Majeure. The Franchisee 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 (including termination, cancellation or revocation of the îì ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì Franchise), where such noncompliance or alleged defaults occurred or were caused by events which constitute a Force Majeure, as defined in the Agreement. 14.2 Notice. All notices shall be in writing and shall be sufficiently given and served upon the other party by hand delivery, first class mail, registered or certified, return receipt requested, postage prepaid, or by reputable overnight courier service and addressed as follows: To the Franchising Authority: County Administrator 5204 Bernard Dr. Roanoke, Virginia 24018-0798 To the Franchisee: Comcast of Connecticut/Georgia/Massachusetts/New Hampshire/New York/North Carolina/Virginia/Vermont, LLC 6600 Hayes Avenue  Staunton, Virginia 2440 Attn: Director, Government Affairs and to: Comcast Cable Communications, Inc. 1301 McCormick Drive Largo, MD 20774 Attn.: VP, Government Affairs 14.3 Entire Agreement. This Franchise Agreement, including all Exhibits, embodies the entire understanding and agreement of the Franchising Authority and the Franchisee with respect to the subject matter hereof and supersedes all prior understandings, agreements and communications, whether written or oral. All ordinances or parts of ordinances that are in conflict with or otherwise impose obligations different from the provisions of this Franchise Agreement are superseded by this Franchise Agreement. 14.4 Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Franchise Agreement is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect. 14.5 Governing Law. This Franchise Agreement shall be deemed to be executed in the Commonwealth of Virginia, and shall be governed in all respects, including validity, îë ÝÑÓÝßÍÌ Ú×ÒßÔ ßÙÎÛÛÓÛÒÌ øÐßËÔ ÝÑÓÛÍ÷ÁïÝÑÓÝßÍÌ ÍßÔÛÓ ßÙÎÛÛÓÛÒÌÓÇÝØßÒÙÛÍÓßÎì interpretation and effect, and construed in accordance with, the laws of the Commonwealth of Virginia, as applicable to contracts entered into and performed entirely within the Commonwealth. 14.6 Modification. No provision of this Franchise Agreement shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the Franchising Authority and the Franchisee, which amendment shall be authorized on behalf of the Franchising Authority through the adoption of an appropriate resolution or order by the Franchising Authority, as required by applicable law. 14.7 No Third-Party Beneficiaries. Nothing in this Franchise Agreement is or was intended to confer third-party beneficiary status on any member of the public to enforce the terms of this Franchise Agreement. 14.8 No Waiver of Rights. Nothing in this Franchise Agreement shall be construed as a waiver of any rights, substantive or procedural; Franchisee may have under federal or state law unless such waiver is expressly stated herein. IN WITNESS WHEREOF, this Franchise Agreement has been executed by the duly authorized representatives of the parties as set forth below, as of the date set forth below: Attest: County of Roanoke, Virginia ________________________ By:_______________________________ onnecticut/Georgia/ Attest: Comcast of C Massachusetts/ New Hampshire/ NewYork/ North Carolina/Virginia/Vermont, LLC ________________________ By:_______________________________ îê AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 22, 2013 RESOLUTION 102213-13 APPROVING THE EXECUTION OF A COMPREHENSIVE AGREEMENT WITH SHOCKEY ROANOKE, LLC FOR THE DESIGN AND CONSTRUCTION OF A NEW CRIMINAL JUSTICE TRIANING ACADEMY WHEREAS, on September 7, 2011, Roanoke County received an unsolicited proposal under the Virginia Public-Private Education Facilities and Infrastructure Act ign and construction of a new criminal justice training academy (the WHEREAS, this new criminal justice training academy will be constructed as an academy located on 20.631 acres at 5401B Barnes Avenue, Roanoke, Virginia 24019; and WHEREAS, on November 22, 2012, the County advertised its notice that it had accepted for review this proposal and it announced that it would simultaneously consider competing proposals; however, no other proposals were received; and WHEREAS, the County accepted the unsolicited proposal for consideration, and after exhaustive review, determined in writing that proceeding with the procurement that was the subject of the proposal using competitive negotiation procedures was advantageous to the County and the public based upon probable scope, complexity, or urgency of the Project, risk sharing and added value, and/or economic benefit from the Project; and WHEREAS, the County determined that the Project is a qualifying project that serves the public purpose of the PPEA and is in the public interest to pursue; and Page 1 of 3 WHEREAS, that based upon Shockey Roanoke, , estimated price and presentation, the County has selected Shockey Roanoke, LLC for entry into a comprehensive agreement for the Project, and the County and Shockey Roanoke, LLC wish to enter into this Comprehensive Agreement for the Project. NOW THEREFORE, BE IT RESOLVED, By the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the Comprehensive Agreement between Roanoke County and Shockey Roanoke, LLC is hereby approved. 2. That the County Administrator, or Assistant County Administrator, is authorized to execute the Comprehensive Agreement on behalf of the County and take such actions on behalf of Roanoke County as are necessary to accomplish this transaction, all of which shall be upon form approved by the County Attorney. 3. That this resolution and approval of the Comprehensive Agreement is contingent upon the satisfactory negotiation and execution of an Operating Agreement and Ground Lease with the City of Roanoke, and upon an appropriation of funds sufficient to pay for this design and construction. 4. That this resolution shall be effective from and after its adoption. Page 2 of 3 AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 22, 2013 RESOLUTION 102213-14 APPROVING THE EXECUTION OF AN OPERATING AGREEMENT WITH THE CITY OF ROANOKE TO SHARE COSTS FOR THE OPERATION OF A NEW ROANOKE COUNTY CRIMINAL JUSTICE TRAINING ACADEMY WHEREAS, on September 7, 2011 Roanoke County received an unsolicited proposal under the Virginia Public-Private Education Facilities and Infrastructure Act r the design and construction of a new criminal justice training academy (the from Shockey Roanoke, LLC; and WHEREAS, this new criminal justice training academy will be constructed as an criminal justice training academy located on 20.631 acres at 5401B Barnes Avenue, Roanoke, Virginia 24019; and WHEREAS, the County determined that the Project is a qualifying project that serves the public purpose of the PPEA and is in the public interest to pursue; and WHEREAS, the County has negotiated a Comprehensive Agreement for the design and construction of this Project with Shockey Roanoke, LLC; and WHEREAS, the County has negotiated a Ground Lease and an Operating Agreement with the City of Roanoke for the joint use of this new criminal justice training academy; and WHEREAS, the Operating Agreement equitably shares the utility, janitorial, maintenance and technology costs of operating this facility. NOW THEREFORE, BE IT RESOLVED, By the Board of Supervisors of Roanoke County, Virginia, as follows: Page 1 of 3  1. That the Operating Agreement between Roanoke County and the City of Roanoke is hereby approved. 2. That the County Administrator, or Assistant County Administrator, is authorized to execute the Operating Agreement on behalf of the County and take such actions on behalf of Roanoke County as are necessary to accomplish this transaction. The form of the Operating Agreement presented to the Board is hereby approved with such completions, omissions, insertions and changes as the County Administrator may approve, whose approval shall be evidenced conclusively by the execution and delivery thereof, all of which shall be upon form approved by the County Attorney. 3. That this resolution and approval of the Operating Agreement is contingent upon the satisfactory negotiation and execution of a Comprehensive Agreement with Shockey Roanoke, LLC and a Ground Lease with the City of Roanoke, and upon an appropriation of funds sufficient to pay for this design and construction. 4. That this Resolution shall be effective from and after its adoption. Page 2 of 3  AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 22, 2013 RESOLUTION 102213-2 GRANTING A WAIVER UNDER SECTION 13- COUNTY, UPON REQUEST FROM BLAINE CONSTRUCTION CORPORATION FOR RENOVATIONS AT THE ARDAGH METAL PACKINGING USA FACILITY WHEREAS, Blaine Construction Corporation has been retained by Ardagh Metal Packaging USA (Ardagh) to complete significant renovations to the Ardagh facility located at 5022 Hollins Road; and WHEREAS, Blaine Construction Corporation has requested a waiver of the -due hardship and steel erection in connection with facility renovations at the above location; and WHEREAS, the renovation activities will occur past 10:00 pm and before 7:00 am inside the facility and will begin on November 1, 2013, and end on February 28, 2014; and WHEREAS, Section 13-23 of the Roanoke County Code establishes certain standards for the Board of Supervisors to grant waivers from the provision of the subsection (b) of Section 13-23 and after making certain alternative findings. BE IT RESOLVED by the Board of Supervisors of Roanoke County, Virginia, as follows: Page 1 of 3  1. In making its determination as to whether to grant the requested waiver to Blaine Construction Corporation in connection with renovations at the Ardagh Metal Packaging USA fr considered the following factors: (a) The time of day the noise will occur between 10:00 pm and 7:00 am on November 1, 2013, and ending on February 28, 2014. (b) Whether the noise is intermittent or continuous: The noise produced during the process of the occasional pouring of concrete and the steel erection will be intermittent. (c) The technical and economic feasibility of bringing the noise into conformance with this article: Most of the construction activities will be accomplished well within the hours not affected by the County noise ordinance. A limited second shift completion of renovations. It is anticipated that the pouring of concrete and steel erection may occasionally occur between the hours of 10:00 pm and 7:00 am. (d) Such other matters as are reasonably related to the impact of the noise on the health, safety and welfare of the community and the degree of hardship which may result from the enforcement of the provisions of this article. (e) The extent to which the noise is necessary and incidental to the commercial and industrial use generating the sound: The noise to be generated by the renovation of the Ardagh facility is normal and expected for this type of operation. 2. The Board of Supervisors makes the following finding: Compliance with ecific act of noise Page 2 of 3  AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER, TUESDAY, OCTOBER 22, 2013 ORDINANCE 102213-3 AUTHORIZING AND APPROVING EXECUTION OF THIRD PARTY LEASE AGREEMENTS FOR AGRICULTURAL USE OF LAND SITUATED ON OR WITHIN THE EXPLORE PARK PROPERTY WHEREAS, the Board of Supervisors adopted Ordinance #092413-5, which approved the Explore Park Lease Agreement dated September 27, 2013, with the Virginia Recreational Facilities Authority (th and authorized the County to lease ) from the Authority; and WHEREAS, the Authority has assigned to the County six (6) existing one (1) year agricultural leases with third parties, expiring at varying dates, all of which can ; and WHEREAS, the County desires to renew some or all of the leases to support the maintenance of land to serve the public purpose of mitigating costs and maintenance to the County; and WHEREAS, the County Administrator and/or his designee desires the flexibility in executing leases as they become renewable as incidental to and in carrying out the purposes of Ordinance #092413-5; and WHEREAS, the lease payments shall be placed in the Parks and Recreation Explore Park revenue account; and WHEREAS, Section 18.04 of the Roanoke County Charter directs that the acquisition or conveyance of an interest in real estate, including leases, shall be accomplished by ordinance; and Page 1 of 3  WHEREAS, the County Charter requires two readings of an ordinance, unless an affirmative vote of four- WHEREAS, two (2) of the six (6) leases will expire before the opportunity for a second reading. THEREFORE, BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. The Board hereby approves dispensing with the second reading of the ordinance under the authority of Section 18.04 of the Roanoke County Charter. 2. The County Administrator, or his designee, on behalf of the Board of Supervisors of Roanoke County, is hereby authorized to execute agricultural lease agreements perty Leases Status as of August 19, 2013 p, including any renewals or terminations, associated with the Explore Park Property, all of which agreements or documents shall be upon form and subject to the conditions approved by the County Attorney. (Attached lease form agreement developed to be used for each lease.) 3. Parks and Recreation is authorized to receive lease payments associated with these agreements to be deposited in the Explore Park revenue account, and to expend these funds to implement the purposes of Ordinance #092413- 5. 4. This ordinance shall be effective on and from the date of its adoption. Page 2 of 3  EXPLORE PARK PROPERTY LAND LEASE OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA a political subdivision of the Commonwealth of Virginia, its successors and assigns, as , and ________________________________________ WITNESSETH: For and in consideration of the terms, conditions, covenants, promises and agreements herein made, Landlord leases to Tenant the following property or with full rights of ingress and egress, in the County of Roanoke, Virginia. The Premises are more particularly described as: ______________________________________________________________________________ ______________________________________________________________________________ _____________________________________________________________________________. TERMS: 1. Lease consists entirely of this written document. 2. Purpose: The purpose of this lease is for the sound, environmentally safe, agricultural use of Explore Park land by a skilled party that will promote the health, fertility and agricultural value of the land. 3. Lease term shall extend one (1) year from the date of acceptance. The parties to the lease __________________ acknowledge and agree that the current lease term begins on and ____________________ will end on . 4. Where applicable, permits shall be the responsibility of Lessee. 5. Insurance, as required by law, including general liability and workers compensation, shall be the responsibility of Lessee. 6. Lease Amount: IN consideration of the use of land as herein described, Lessee will pay ________ Explore Park __________ per acre for acres for a total cost of $ _______________ . Payment is due upon acceptance and thereafter on the anniversary date of the lease. 7. Lessee agrees to hold the Lessor, its agents, employees, licensees or invitees harmless, as a result of injury or damage to itself, employees, other persons, livestock or equipment, resulting from agricultural activities herein described. 8. Lessee will be responsible for proper installation, repair and upkeep of fencing for all pasture used for grazing cattle, horses, or other livestock. Areas designated for pasture include the field nearest the road, behind service buildings on either side of the road, and pasture beyond open staging area, all within the surrounding woods. Page 1 of 3  9. Fencing will be repaired/installed by Lessee (at his cost) around all pasture prior to turning out horses, cattle, or other livestock and will be installed so as to prevent livestock from entering any section of the service road or Park work areas. 10. Lessee will fertilize and seed soil so as to promote proper soil conditioning, pasture growth and erosion control. 11. Lessee agrees to install or maintain a lockable gate at entrance to pastures to allow occasional ingress by County employees or its designees. 12. Default by Lessee shall be considered failure to comply with the terms of this agreement. ee should fail to perform as agreed. In lieu of termination, Lessor may issue written corrective measures with a deadline for compliance. 13. Lessor or Lessee may cancel this lease with 60 days written notice at any time in the lease term, and the rent to be pro-rated accordingly. 14. Lessor will allow lessee use the property for agricultural uses for the benefit of the 15. Lessee will act as a steward of the land in question, on behalf of Lessor, and report problems and illegal activities to Lessor. 16. Use of structures is not included in this lease and no structures may be erected without written authorization of Lessor. Existing structures must be protected from damage by livestock. 17. This Lease may not be transferred, nor shall Lessee sublet to any other parties without written prior authorization from Lessor. 18. There will be no hunting of any kind on the Property. 19. Lessee is responsible for repair of the Property damaged in the course of work by itself or its employees. Lessee acknowledges that this site may include storage buildings and outside storage areas used by Lessor. Lessee has no rights to access or use the structures. 20. Lessee ________________ (will/or will not) be provided a key to entry gate. 21. Lessee understands that this lease is for agricultural use only, and that Lessor reserves the right to lease the property for other complimentary uses of this property. Lessor also reserves the right to use the property for its own special event and storage needs in coordination with the lease. 22. This Lease renews automatically for one (1) year, unless either party gives notice within thirty (30) days, in writing, prior to the termination date. SPECIAL CONDITIONS: 23. ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ _______________________________________________________________________. Page 2 of 3  WITNESS THE FOLLOWING SIGNATURES: LESSOR: _______________________________________(signature) _______________________________________(printed) _______________________________________(title) ________________________________________(mailing address) _________________________________________ _________________________________________ _________________________________________ LESSEE: ________________________________________(signature) ________________________________________(printed) _________________________________________(mailing address) __________________________________________  Page 3 of 3  AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRIGNIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 22, 2013 RESOLUTION 102213-4.a AUTHORIZING A MUTUAL AID AGREEMENT BETWEEN ROANOKE COUNTY AND SHERIFF, R. N. SPRINKLE, BOTETOURT COUNTY FOR E-911 CALLS ON CARVINS COVE ROAD WHEREAS, pursuant to the authority granted in Section 15.2-1736 of the 1950 Code of Virginia, as amended, Roanoke County has agreed to accept E-911 law enforcement calls for the Botetourt County residents located along Carvins Cove Road in the Amsterdam Magisterial District of Botetourt County and provide first responder emergency law enforcement services for those residents; and WHEREAS, Roanoke County and the Sheriff have agreed to enter into an Exhibit A Agreement, incorporated herein as , for the purpose of establishing a protocol as to how Roanoke County and the Sheriff shall respond should a law enforcement emergency exist or an #911 law enforcement call be made from the Carvins Cove Road area of Botetourt County, Virginia; NOW THEREFORE, BE IT RESOLVED THAT: 1. Roanoke County agrees to accept all the E-911 law enforcement calls from the residents located on the Carvins Cove Road in the Amsterdam Magisterial District of Botetourt County, Virginia. 2. That the Agreement between Roanoke County, Virginia and Sheriff, R. N. Sprinkle, Botetourt County sets forth all the responsibilities of each of the Exhibit A parties is attached herein as . Page 1 of 2 THIS AGREEMENT made this _____ day of ____________, 2013, by and between the Commonwealth of Virginia and SHERIFF, R.N. SPRINKLE, a Constitutional Officer elected by the WITNESSETH WHEREAS, pursuant to the authority granted in Section 15.2-1736 of the 1950 Code of Virginia, as amended, Roanoke County has agreed to accept E-911 law enforcement calls for the Botetourt County residents located along Carvins Cove Road in the Amsterdam Magisterial District of Botetourt County and provide first responder emergency law enforcement services for these residents; and WHEREAS, Roanoke County and the Sheriff have agreed to enter into this Agreement for the purpose of establishing a protocol as to how Roanoke County and the Sheriff shall respond should a law enforcement emergency exist or an E-911 law enforcement call be made from the Carvins Cove Road area of Botetourt County, Virginia; WHEREAS, the Roanoke County Board of Supervisors approved a resolution authorizing execution of this Agreement on _____________, _______; and NOW, THEREFORE, in consideration of the premises and of the mutual promises contained in this Agreement, the Parties agree as follows: 1. Roanoke County agrees to accept all the E-911 law enforcement calls from the residents located on the Carvins Cove Road in the Amsterdam Magisterial District of Botetourt County, Virginia. Upon receiving an E-911 law enforcement call from this 15 Page of area, Roanoke County, through its chief law enforcement officer or his designee, shall undertake to be the first law enforcement responder to the scene. Roanoke County agrees to provide protection, defense and maintenance of the peace and good order and to stabilize the scene if necessary. Such officers and their principals shall exercise full police powers as conferred upon them by the laws of the Commonwealth of Virginia during the period of such emergency or necessity in Botetourt County, the same as in the County of Roanoke. In such cases, there officers may participate in law enforcement action beyond Roanoke County to the extent authorized by general laws in the Commonwealth of Virginia. All law enforcement personnel responding to an emergency request will report to and take direction from their respective chief law enforcement officer or the designated supervisor of the requesting agency at the emergency site. 2. Once an E-911 law enforcement call is received in Roanoke County for a law enforcement response on Carvins Cove Road, the E-911 call shall then automatically scene after receiving the E-911 call. Roanoke County officers agree to remain at the scene as stand- leave the scene by a supervisor. The Sheriff shall take over control and management of the scene once his deputies or officers arrive. In the event that a Roanoke County officer is unavailable to respond to an E-911 law enforcement call or is ordered to leave the scene by a supervisor, the On-Duty Shift Supervisor shall immediately 25 Page of Each party further agrees that in the event of an emergency situation in either jurisdiction, each party to this Agreement shall furnish to the other such personnel, equipment, facilities or services as is, in the opinion of the assisting member, available to lend assistance for law enforcement purposes. Provided, however, that each party reserves the right to refuse to render assistance, or to recall any or all rendered assistance, whenever a good faith determination is made that such action is necessary to t within the jurisdiction of one of the parties to this Agreement that poses an immediate threat to life or property and which exceeds the capability and resources of that jurisdiction to successfully bring that condition or situation under reasonable control. Law enforcement personnel responding to a call for mutual assistance outside of their appointed jurisdiction shall have all those law enforcement powers provided by the laws of the Commonwealth of Virginia. 3. For any act or failure to act carried out beyond the normal jurisdiction and under this Agreement, such law enforcement officers shall be entitled to all of the immunities from liability enjoyed in its own jurisdiction when acting through its police officers, agents, or employees for a public or governmental purpose. This Agreement shall not be construed to impair or affect any sovereign or governmental immunity or official immunity that may otherwise be available to the County or the Sheriff or any officer, deputy, agent or employee of either party to this Agreement. 4. The deputies, police officers, principal or other agents or employees of the Parties when acting hereunder without their normal territorial jurisdiction, shall enjoy all 35 Page of exemptions from laws, ordinances and regulations and shall have all of the pension, performing their respective duties within their normal jurisdiction. 5. Each Party waives any claim it may have against the other Party growing out of any act or omission carried out under this Agreement, in so far as permitted by law, each Party to this Agreement shall indemnify and hold harmless the other Party from any and all claims by third parties for personal injury, property damage or other claims from monetary or injunctive relief which may arise out of the activities, or failures to act, of the other Party to this Agreement while outside their respective jurisdictions in connection with this Agreement. This Agreement shall not be construed as, or deemed to be, an Agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action hereunder for any cause whatsoever. 6. Each Party shall, as may be required, notify its law enforcement liability insurance carrier prior to the effective date of this Agreement. 7. The effective date of this Agreement is the ___day of __________, 2013. Its term is ten (10) years and shall automatically be renewed once for a period of ten (10) years unless either party notifies the other in writing of its intent to allow the Agreement to expire. 8. This Agreement may be terminated by either party by ninety days written notice to the other. Upon notice of termination or non-renewal, the Sheriff shall make the necessary arrangements with the cooperation of Roanoke County to have the E-911 dispatch. 45 Page of 9. IN WITNESS WHEREOF, this Agreement has been approved and executed by and is effective and operative as to each of the Parties hereto as of the date hereinabove, and included herein. APPROVED AS TO FORM: COUNTY OF ROANOKE, VIRGINIA __________________________ By:______________________________ APPROVED AS TO FORM SHERIFF OF BOTETOURT COUNTY __________________________ By:________________________________ 55 Page of ACTION NO. _A-102213-4.b___ ITEM NO. ______I-3__________ AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER MEETING DATE: October 22, 2013 AGENDA ITEM: Confirmation of appointments to the Building Code Board of Adjustments and Appeals (Fire Code Board of Appeals; Library Board of Trustees (appointed by District): South Peak Community Development Authority and the Western Virginia Regional Industrial Facility Authority SUBMITTED BY: Deborah C. Jacks Clerk to the Board APPROVED BY: B. Clayton Goodman III County Administrator COUNTY ADMINISTRATOR'S COMMENTS: SUMMARY OF INFORMATION: 1. Building Code Board of Adjustments and Appeals (Fire Code Board of Appeals) During the closed session held by the Board of Supervisors on October 8, 2013, it was the recommendation of the Board to reappoint Ralph T. Henry as an alternate for an additional four (4)-year term to expire October 28, 2017. Accordingly, confirmation of this appointment has been placed on the Consent Agenda. 2. Library Board of Trustees (appointed by District) Tobie McPhail has represented the Hollins District for three (3) terms and cannot be 2013. Supervisor Richard C. Flora has recommended the appointment of Betty F. Ward to a four (4)-year term to expire December 31, 2016. Page 1 of 2 3. South Peak Community Development Authority During the closed session held by the Board of Supervisors on October 8, 2013, it was the recommendation of the Board to reappoint David O. Williamson, Esquire to an additional four-year term to expire October 25, 2017. Accordingly, confirmation of these appointments has been placed on the Consent Agenda. 3. Western Virginia Regional Industrial Facility Authority During the closed session held by the Board of Supervisors on October 8, 2013, it was the recommendation of the Board to appoint B. Clayton Goodman, County Administrator and Jill Loope, Director of Economic Development to a four-year term to expire four years from the date of issuance of the State Corporation four-year term. Accordingly, confirmation of these appointments has been placed on the Consent Agenda. VOTE: Supervisor Church moved to approve the staff recommendation. Motion approved. Yes No Absent Ms. Moore Mr. Altizer Mr. Church Mr. Elswick Mr. Flora cc: Richard E. Burch, Jr., Chief of Fire and Rescue Diana Rosapepe, Director of Library Services Paul Mahoney, County Attorney  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 22, 2013 RESOLUTION 102213-4.c AUTHORIZING AN AMENDMENT TO THE AGREEMENT CREATING THE WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY WHEREAS, by Ordinance #092413-7 adopted on September 24, 2013, the Board of Supervisors of Roanoke County approved the creation of the Western Regional Industrial Facility Authority; and WHEREAS, said ordinance authorized Roanoke County to execute an agreement with the governing bodies of Botetourt County, Franklin County, the City of Roanoke, the City of Salem and the Town of Vinton establishing the respective rights and obligations of the member localities with respect to the Authority consistent with the provisions of Section 15.2-6400 et seq. of the 1950 Code of Virginia, as amended; and WHEREAS, it appears that said agreement should be corrected and amended by the Board and the other member localities; and WHEREAS, Section 18.04 of the Roanoke County Charter states, in part, that thereto and providing for the carrying out of the purposes of such ordinance may . . . be NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. 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»­¬¿¾´·­¸ б´·½·»­ ¿²¼ Ю±½»¼«®»­ ¿²¼ñ±® ¿ Ë­»® ß¹®»»³»²¬ ·² ±®¼»® ¬± ³¿²¿¹» ·¬­ ¼¿·´§ ±°»®¿¬·±²­ò ×Ò É×ÌÒÛÍÍ ÉØÛÎÛÑÚô ¬¸» ¹±ª»®²·²¹ ¾±¼·»­ ·¼»²¬·º·»¼ô ¾§ ¿«¬¸±®·¦»¼ ¿½¬·±²ô ¸¿ª» ½¿«­»¼ ¬¸·­ ß¹®»»³»²¬ ¬± ¾» »¨»½«¬»¼ ¿²¼ ¬¸»·® ®»­°»½¬·ª» ­»¿´­ ¬± ¾» ¿ºº·¨»¼ ¸»®»¬± ¿²¼ ¿¬¬»­¬»¼ ¾§ ¬¸»·® ®»­°»½¬·ª» ½´»®µ­ ±® ­»½®»¬¿®·»­ ¬¸ ½±³³»²½·²¹ ¬¸·­ ç ¼¿§ ±º ѽ¬±¾»®ô îðïíò п¹» ï𠱺 ïî ßÐÐÎÑÊÛÜ ÌÑ ÚÑÎÓæ ߬¬±®²»§ ßÌÌÛÍÌ æ ÝÑËÒÌÇ ÑÚ ÎÑßÒÑÕÛ Þ§æ Þ§æ Ü¿¬»æ ׬­æ ßÌÌÛÍÌ æ ÝÑËÒÌÇ ÑÚ ÞÑÌÛÌÑËÎÌ Þ§æ Þ§æ Ü¿¬»æ ׬­æ ßÌÌÛÍÌ æ Ý×ÌÇ ÑÚ ÎÑßÒÑÕÛ Þ§æ Þ§æ Ü¿¬»æ ׬­æ ßÌÌÛÍÌ æ Ý×ÌÇ ÑÚ ÍßÔÛÓ Þ§æ Þ§æ Ü¿¬»æ ׬­æ п¹» ïï ±º ïî ßÌÌÛÍÌ æ ÝÑËÒÌÇ ÑÚ ÚÎßÒÕÔ×Ò Þ§æ Þ§æ Ü¿¬»æ ׬­æ ßÌÌÛÍÌ æ ÌÑÉÒ ÑÚ Ê×ÒÌÑÒ Þ§æ Þ§æ Ü¿¬»æ ׬­æ п¹» ïî ±º ïî AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER ON TUESDAY, OCTOBER 22, 2013 ORDINANCE 102213-5 ACCEPTING AND APPROPRIATING FOUR (4) DIVISION OF MOTOR VEHICLES GRANTS IN THE AMOUNT OF $86,300 TO THE POLICE DEPARTMENT WHEREAS, the following four (4) grants, from the Division of Motor Vehicles (DMV), have been awarded to the Roanoke County Police Department. These grants will be used to support the Roanoke County Police Departm and training. Grant in the amount of $29,300 to reduce alcohol related fatalities and serious injuries in traffic crashes. Grant in the amount of $12,000 to increase occupant protection. Grant in the amount of $20,000 to increase traffic enforcement on Interstate 81. Grant in the amount of $25,000 to provide for additional speed enforcement in Roanoke County WHEREAS, Section 18.04 of the Roanoke County Charter provides that funds be appropriated by ordinance; and WHEREAS, first reading of this ordinance was held on October 8, 2013, and the second reading was held on October 22, 2013. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the sum of $86,300 is hereby accepted and appropriated from the sources and for the purposes as follows: a. The DMV grant budget to reduce alcohol related fatalities and serious Page 1 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 22, 2013 ORDINANCE 102213-6 ACCEPTING AND APPROPRIATING FUNDS IN CE FROM FEDERAL GRANT 2013-DJ-BX-1087, APPROVED BY THE DEPARTMENT OF JUSTICE, BUREAU OF JUSTICE ASSISTANCE WHEREAS, funds from the Department of Justice-Bureau of Justice Assistance to ensure the continuation of the Weekend Inmate Work Force Program; and WHEREAS, Section 18.04 of the Roanoke County Charter provides that funds be appropriated by ordinance; and WHEREAS, first reading of this ordinance was held on October 8, 2013, and the second reading was held on October 22, 2013. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the sum of $13,671 is hereby accepted and appropriated from the Department of Justice, Bureau of Justice Assistance Federal Grant 2013-DJ-BX-1087 to the Sheriff Department for the continuation of the Weekend Inmate Work Force Program; and 2. That this ordinance shall take effect from and after the date of adoption. Page 1 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 22, 2013 ORDINANCE 102213-7 ACCEPTING AND APPROPRIATING $28,119.36 TO ROANOKE COUNTY PUBLIC SCHOOLS FOR VARIOUS GRANTS WHEREAS, The Virginia Department of Education funds the Project Graduation Summer Academy which is a program that offers SOL-based remediation and retesting for students in danger of not graduating because they lack verified credits. Roanoke County Schools applied for and was granted $5,813.10 for the Project Graduation Summer Academy; and WHEREAS, The Virginia Department of Education recognizes credentialing reimbursements for Career and Technical Education industry certification examinations, licensure tests and occupational competency assessments for students enrolled in CTE classes eligible for such examinations. Roanoke County Schools were allocated $18,108.43; and WHEREAS, The Virginia Department of Education has allocated $4,197.83 for Workplace Readiness Skills for the Commonwealth testing and/or other industry certification assessments to Roanoke County Public Schools; and WHEREAS, Section 18.04 of the Roanoke County Charter provides that funds be appropriated by ordinance; and WHEREAS, first reading of this ordinance was held on October 8, 2013, and the second reading was held on October 22, 2013. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: Page 1 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 22, 2013 ORDINANCE 102213-8 APPROPRIATING FUNDS IN THE AMOUNT OF $3,090,244 TO THE CRIMINAL JUSTICE ACADEMY PROJECT WHEREAS, Roanoke County staff is in negotiation with the City of Roanoke and Shockey Roanoke LLC to expand the current City of Roanoke Police Academy facility to accommodate the Roanoke County Criminal Justice Academy; and WHEREAS, The County received a settlement from ITT Corporation which is required to be used for law enforcement in Roanoke of which $2,502,482 remains; and WHEREAS, The City of Roanoke has committed $250,000 towards the project for additional parking; and WHEREAS, fee of $13,500 was received from Howard Shockey & Sons, Inc. as part of the Public Private Educational Facilities and Infrastructure Act (PPEA) process; and WHEREAS, the remaining funds for the project in the amount of $324,262 are available for appropriation in the minor capital reserve: and WHEREAS, Section 18.04 of the Roanoke County Charter provides that funds be appropriated by ordinance; and WHEREAS, first reading of this ordinance was held on October 8, 2013, and the second reading was held on October 22, 2013. BE IT ORDAINED by the Board of Supervisors of Roanoke County, Virginia, as follows: Page 1 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 22, 2013 ORDINANCE 102213-9 APPROVING A GROUND LEASE AGREEMENT WITH THE CITY OF ROANOKE TO CONSTRUCT AND OPERATE A ROANOKE COUNTY CRIMINAL JUSTICE TRAINING ACADEMY WHEREAS, the Board of Supervisors has received an unsolicited Public-Private Education Facilities and Infrastructure Act (PPEA) proposal from Shockey Roanoke LLC, a Virginia limited liability company, to design and construct a criminal justice training academy for the County; and WHEREAS, the Board of Supervisors of Roanoke County has determined that it is in the public interest to lease from the City of Roanoke a portion of the property on which th academy on that property; and WHEREAS, the Board has determined that the sharing of these two (2) facilities will facilitate the efficient operation of each localities police academy; and WHEREAS, Roanoke County is authorized to acquire property by lease by Section 15.2-1800(A) of the Code of Virginia, and by Section 2.03 of the Roanoke County Charter, and, WHEREAS, Section 18.04 of the Roanoke County Charter directs that the acquisition and conveyance of real estate interests be accomplished by ordinance, and that the first reading of this ordinance was held on October 8, 2013, and that the second reading and public hearing on this ordinance was held on October 22, 2013. Page 1 of 3  BE IT ORDAINED BY THE BOARD OF SUPERVISORS OF ROANOKE COUNTY as follows: 1. That the Board hereby authorizes and approves the Ground Lease Agreement with the City of Roanoke for the construction and operation of a Roanoke County criminal justice training academy. 2. That this lease is for a term of forty (40) years with an annual rental of one dollar ($1). The lease property is located at 5401B Barnes Avenue, Roanoke, Virginia 24019. The property contains the Police Academy and the Roanoke City School Bus garage and is designated by City of Roanoke Tax Map Number 6610101 and contains 20.631 acres. 3. That the County Administrator, or any Assistant County Administrators, either of whom may act, are authorized to execute and deliver the Ground Lease Agreement. The form of the Ground Lease Agreement presented to the Board is hereby approved with such completions, omissions, insertions and changes as the County Administrator may approve, whose approval shall be evidenced conclusively by the execution and delivery thereof, all of which shall be approved as to form by the County Attorney. 4. The County Administrator, or any such other Assistant County Administrators, are hereby authorized and directed to execute, deliver and record, as necessary, all other agreements, contracts, leases, and documents on behalf of the County and to take all such further action as any of them may deem necessary or desirable in connection with the establishment and operation of a criminal justice training academy. Page 2 of 3