HomeMy WebLinkAbout4/5/2022 - Regular1
Vinton Town Council
Regular Meeting
Council Chambers
311 South Pollard Street
Tuesday, April 5, 2022
AGENDA
Consideration of:
A. 6:00 p.m. - ROLL CALL AND ESTABLISHMENT OF A QUORUM
B. MOMENT OF SILENCE
C. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG
D. UPCOMING COMMUNITY EVENTS/ANNOUNCEMENTS
E. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA
ITEMS
F. CONSENT AGENDA
1. Consider approval of minutes of the Regular Meeting of March 15, 2022
2. Consider adoption of a Resolution appropriating funds in the amount of
$1,307.20 received for scrap metal to the Public Works budget.
3. Consider adoption of a Resolution appropriating funds in the amount of
$1,128,016 from the Capital Outlay Fund to the General Fund Expense accounts
for approved American Rescue Plan Act (ARPA) Funds projects.
4. Consider adoption of a Resolution appropriating funds in the amount of
$54,755.00 from General Fund Revenues to the General Fund Expense
accounts for personnel adjustments to match the current job market.
G. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS
1. Proclamation – National Child Abuse Prevention Month
H. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and
questions for issues not listed on the agenda.
Sabrina M. McCarty, Vice Mayor
Keith N. Liles, Council Member
Laurie J. Mullins, Council Member
Michael W. Stovall, Council Member
Vinton Municipal Building
311 South Pollard Street
Vinton, VA 24179
(540) 983-0607
2
I. PUBLIC OPENING OF FRANCHISE BIDS FOR A COMPETITIVE CABLE
FRANCHISE TO OPERATE A CABLE SYSTEM TO PROVIDE CABLE SERVICE
WITHIN THE TERRITORIAL LIMITS OF THE TOWN OF VINTON
J. PUBLIC HEARINGS
1. Consideration of public comments regarding setting of the real estate, personal
property and machinery and tools tax rates for calendar year 2022.
a. Open Public Hearing
• Report from Staff – Cody Sexton
• Receive public comments
• Council discussion and questions
b. Close Public Hearing
c. Consider adoption of an Ordinance setting the real estate tax rate for
calendar year 2022
d. Consider adoption of an Ordinance setting the personal property tax rate
for calendar year 2022
2. Consideration of public comments concerning the proposed issuance of bonds
by the Town of Vinton in the estimated maximum amount of the bond is $710,808
to pay the Town’s share of costs of capital improvements to the Western Virginia
Water Authority’s regional wastewater treatment plant and costs of issuing the
bonds.
a. Open Public Hearing
• Report from Staff – Cody Sexton
• Receive public comments
• Council discussion and questions
b. Close Public Hearing
c. Consider adoption of Resolution
3. Consideration of public comments concerning approving an Ordinance proposing
to sell and grant one or more competitive cable franchises to operate a cable
system to provide cable service within the territorial limits of the Town of Vinton,
Virginia.
a. Open Public Hearing
• Report from Staff – Town Attorney
• Receive public comments
• Council discussion and questions
b. Close Public Hearing
c. Consider adoption of an Ordinance
K. TOWN ATTORNEY
L. TOWN MANAGER
1. BRIEFINGS
2. ITEMS REQUIRING ACTION
1. Consider adoption of a Resolution setting the allocation percentage for
Personal Property Tax Relief in the Town of Vinton for the 2022 tax year
– Cody Sexton
3
2. Consider adoption of a Resolution appropriating funds in the amount of
$146,335.16 to pay off the loan with Signature Public Funding Corp. for
the 2019 Ravo 5-iSeries Compact Sweeper - Cody Sexton
3. Consider adoption of a Resolution authorizing the Town Manager to
execute Amendments to Memoranda of Understanding with the Town of
Vinton for the Vinton/East County Hotel, Vinyard Station, and Gish Mill
redevelopment projects – Town Manager
3. PROJECT UPDATES/COMMENTS
M. REPORTS FROM COMMITTEES
1. Finance Committee
N. COUNCIL
O. MAYOR
P. ADJOURNMENT
NEXT COMMITTEE/TOWN COUNCIL MEETINGS:
April 11, 2022 – 3:00 p.m. – Finance Committee Meeting – TOV Conference Room
April 13, 2022 – 8:00 a.m. – Public Works Committee – Public Works Conference Room
April 19, 2022 – 6:00 p.m. – Regular Council Meeting – Council Chambers
NOTICE OF INTENT TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT.
efforts will be made to provide assistance or special arrangements to qualified individuals with
disabilities in order to participate in or attend Town Council meetings. Please call (540) 983-0607 at
least 48 hours prior to the meeting date so that proper arrangements may be made.
Meeting Date
April 5, 2022
Department
Town Clerk
Issue
Consider approval of minutes of the Regular Meeting of March 15, 2022
Summary
None
Attachments
March 15, 2022 minutes
Recommendations
Motion to approve minutes
Town Council
Agenda Summary
1
MINUTES OF A REGULAR MEETING OF VINTON TOWN COUNCIL HELD AT 6:00 P.M.
ON TUESDAY, MARCH 15, 2022, IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA
MEMBERS PRESENT: Bradley E. Grose, Mayor
Sabrina McCarty, Vice Mayor
Keith N. Liles
Laurie J. Mullins
Michael W. Stovall
STAFF PRESENT: Pete Peters, Town Manager
Cody Sexton, Assistant Town Manager
Susan N. Johnson, Executive Assistant/Town Clerk
Jeremy Carroll, Town Attorney
Fabricio Drumond, Police Chief
Nathan McClung, Assistant Planning & Zoning Director
Chasity Barbour, Community Programs & Facilities Director
The Mayor called the meeting to order at 6:00
p.m. The Town Clerk called the roll with Council
Member Liles, Council Member Mullins, Council
Member Stovall, Vice Mayor McCarty and Mayor
Grose present.
Roll call
After a Moment of Silence, Vice Mayor
McCarty led the Pledge of Allegiance to the U.S.
Flag.
announcements, Vice Mayor McCarty announced
the following: March 18 – 8:00 p.m. – Jerome
Claytor/Touch of Class; March 19 – 8:00 p.m. –
Mended Fences; March 25 – Neon Licorice – all at
Rosie’s; Wednesdays – 6:30 p.m. -
Bingo; Thursdays – 6:30 p.m. - Trivia; March 18 -
6:30-9:30 p.m. – music by Blue Print – all at Twin
Creeks Brewery; March 31- April 2 – 10:00 a.m. –
6:00 p.m. – Spring Fling – Robbins Nest Primitives
and Antiques. Vice Mayor McCarty also
through to Hollywood on American Idol and is a
graduate of Staunton River High School.
Council Member Liles made a motion to
approve
motion was seconded by Vice Mayor McCarty and
voting: Vote 5-0; Yeas (5) – Liles, Mullins, Stovall,
McCarty, Grose; Nays (0) – None.
Approved minutes of the Regular Council
Meeting of February 15, 2022 and March 1,
2022
Under awards, introductions, presentations
and proclamations, John Hull, Executive Director
2
PowerPoint presentation on the 2021 Annual
Update of the Partnership, which will be on file in
the Town Clerk’s Office as part of the permanent
record.
The next item under awards, introductions,
presentations and proclamations,
Chasity Barbour reviewed a PowerPoint
presentation,
Ms. Barbour first commented the Senior Expo will
be held on March 22nd from 10:00 a.m. to 2:00 p.m.
at the Vinton War Memorial. A new event will take
place on May 14th from 1:00-6:00 p.m. at the War
Memorial called the Vinton Palooza, which will
take the place of the Wine Festival. The Ironman
Competition will be back in Town on June 5th, the
Four on the 4th
Southwest Virginia will be held on July 4th and
Bourbon & Bubbly will be held
Vinton War Memorial.
With regard to the Dogwood Festival scheduled for
April 28th - May 1st, the carnival will be on Thursday
and Friday from 6:00-
12:00-10:00 p.m. and Sunday from 12:00-6:00
p.m. There will be a concert on Friday night with a
beverage garden at the Farmer’s Market; regular
festival on Saturday with crowing of the queen at
12 Noon at the Municipal Building and the parade
at 2:30 p.m.
happening in the Town.
The next item on the agenda was the
consideration of public comments concerning an
ordinance repealing in its entirety the Vinton Town
Code, Appendix B - Zoning Ordinance as adopted
by Ordinance 634, enacted December 19, 1995,
with amendments, and adopting by reference the
Zoning Ordinance of the Town of Vinton, Virginia.
The Mayor opened the Public Hearing at 6:37 p.m.
Nathan McClung first commented this is a three-
year effort which has culminated into the final
sessions over the past three years along with two
Opened Public Hearing
3
After giving the proper notices, the Planning
Commission held their Public Hearing on May 24th
and voted unanimously to recommend the zoning
ordinance by reference and the repealing of the
current zoning ordinance. The new ordinance will
become effective April 1, 2022. Planning staff is
working on applications for the new
public education campaign for some of the more
complex topics such as signs. Mailers will be sent
out to all of the businesses and non-profits in the
Town to inform them of the changes and staff will
be available for any questions from the public. Mr.
McClung next commented that there are on the 11
made more user-friendly with tables, graphics and
charts.
The Mayor and Council expressed appreciation to
Planning Commission for all of their hard work on
the new ordinance. The Mayor asked what the
cost would have been if we had used a
Mr. McClung responded that minimal it would have
been around $100,000, but to do something as in-
depth as this would be between $200-250,000.
Hearing no other comments, the Mayor closed the
Public Hearing at 6:47 p.m.
Vice Mayor McCarty made a motion to adopt
the Ordinance as presented
seconded by Council Member Mullins and carried
by the following roll call
voting: Vote 5-0; Yeas (5) – Liles, Mullins, Stovall,
McCarty, Grose; Nays (0) – None.
Closed Public Hearing
Adopted Ordinance No. 1041 repealing in its
entirety the Vinton Town Code, Appendix B -
Zoning Ordinance as adopted by Ordinance
634, enacted December 19,
amendments, and adopting by reference the
Zoning Ordinance of the Town of Vinton,
Virginia
The next item on the agenda was a briefing on
Virginia. The Town Attorney commented Shentel
has reached out to the Town and asked for access
to the Town’s public rights-of-way for the purpose
of extending fiber to residents in the Town. The
process by which a munic
franchise to an entity such as Shentel, which is the
same process we have gone through with Cox and
other utilities. The process entails advertising for
a Public Hearing and allowing the opportunity to
third parties to submit bids. At the April 5th
4
Hearing, Council will consider adopting an
Ordinance
process in addition to the State law is governed
largely by federal telecommunications laws, which
require a non-discriminatory and non-exclusive
type of franchise. The franchise we will be granting
manners to the Cox franchise and will be for ten
years to allow
changes based on new
regulations.
The next item on the agenda was a briefing on
Virginia Resources Authority (VRA) in the amount
of $710,808 for the Town’s share of the Western
Virginia Water Authority’s Waste Water Treatment
Plant project. Cody Sexton first commented that
Water Authority to transfer and acquire the Vinton
utility system, the Town and City of Salem had
entered into an agreement to par
Water Authority’s upgrade of their digester plant at
the wastewater treatment facility. The Water
Authority’s preference was for the Town to go
ahead with the loan and conclusion of the transfer
of the system, the bond would then go to the Water
Authority. The details of the term of the bond are
listed on the
Letter in the agenda package.
The Mayor commented on the success of the
State of the Town.
Council Member Mullins made a motion to
adjourn the meeting; the motion was seconded by
Council Member Stovall
following vote, with all members voting: Vote 5-0;
Yeas (5) – Liles, Mullins, Stovall, McCarty, Grose;
Nays (0) – None. The meeting was adjourned at
APPROVED:
________________________________
Bradley E. Grose, Mayor
ATTEST:
_________________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
April 5, 2022
Department
Public Works
Issue
Consider adoption of a Resolution appropriating funds in the amount of $1,307.20 received for
scrap metal to the Public Works budget.
Summary
A check for $1,307.20 has been received from D. H. Griffin Wrecking Co., Inc. and deposited in
Revenue Account 200.1901.001 Recoveries and Rebates. The check for $1,307.20 is for scrap metal
from the Public Works Department.
It is necessary to appropriate the $1,307.20 to Public Works Administration Operating Budget
Account Number 200.1221.350, Maintenance and Repairs Building.
Attachments
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON
TUESDAY, APRIL 5, 2022 AT 6:00 PM IN THE COUNCIL CHAMBERS OF THE
VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA
WHEREAS, the Town of Vinton had scrap metal from the Public Works Department through D.
H. Griffin Wrecking Co., Inc.; and
WHEREAS, the revenue received from the scrap metal has been received into the Revenue
Account 200.1901.001– Recoveries and Rebates in the amount of $1,307.20; and
WHEREAS, in order that the money can be used for building needs and repair work in the Public
Works Department, it is necessary for the Vinton Town Council to appropriate the
funds from the Revenue Account 200.1901.001 – Recoveries and Rebates to the
Public Works Administration Operating Budget Account Number 200.1221.350,
Maintenance and Repairs Building.
NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve
the following transaction:
BUDGET ENTRY
GENERAL LEDGER:
200.25100 Appropriations $1,307.20
200.25000 Estimated Revenue $1,307.20
FROM
REVENUE:
200.1901.001 Recoveries and Rebates $1,307.20
TO
EXPENDITURE:
200.1221.350 Maintenance & Repair Building $1,307.20
This Resolution adopted on motion made by Council Member______ , seconded by Council
Member ___________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
Bradley E. Grose, Mayor
ATTEST:
______________________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
April 5, 2022
Department
Administration
Issue
Consider adoption of a Resolution appropriating funds in the amount of $1,128,016 from the
Capital Outlay Fund to the General Fund Expense accounts for approved American Rescue Plan
Act (ARPA) Funds projects.
Summary
Council was briefed on recommended projects for the American Rescue Plan Act (ARPA) Funds
received by the Town of Vinton at the Retreat on February 11, 2022. The budget funding needs to be
allocated from the capital outlay line item to specific line items for projects already in process or
committed as of the Retreat.
The FY2022 Budget needs to be amended to approve and accurately reflect the current approved line
items for ARPA Projects.
Attachments
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON
TUESDAY, APRIL 5, 2022, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE
VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA 24179.
WHEREAS, Town Council was briefed on recommended projects for the American Rescue Plan
Act (ARPA) Funds received by the Town of Vinton at the Retreat on February 11,
2022; and
WHEREAS, budget funding needs to be allocated from the capital outlay line item to specific line
items for projects already in process or committed as of the Retreat; and
WHEREAS, the FY2022 Budget needs to be amended to approve and accurately reflect the
current approved line items for ARPA Projects.
NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve
the transfers as shown on the attached ARPA Projects.
This Resolution adopted on motion made by _________________, seconded by
____________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
______________________________
Bradley E. Grose, Mayor
ATTEST:
______________________________________
Susan N. Johnson, CMC, Town Clerk
ARPA PROJECTS - COUNCIL ACTION ITEM
MOVE FUNDS TO:
GL Account Description Amount Summary
250.1150.101 Salaries & Wages 137,611.00
250.1150.102 Overtime 6,187.00
250.1150.201 SS & Medicare 11,003.00
250.1150.202 VRS Retirement 15,778.00
250.1150.203 VRS Group Life Insurance 1,843.00
250.1150.204 Nationwide Contribution 360.00
250.1150.205 Health Insurance 39,397.00
250.1150.211 Worker's Comp. Insurance 4,833.00
ADDITIONAL POLICE OFFICER POSITION FY22 -FY25 217,012.00
250.1150.101 Salaries & Wages 129,000.00
250.1150.201 SS & Medicare 9,869.00
PREMIUM PAY FY23 138,869.00
250.1150.302 Contractual Services 325,385.00
MUNIS SOFTWARE & ASSOCIATED CONTRACTOR COST 325,385.00
250.1150.372 Bridge Maintenance 275,000.00
GARTHRIGHT BRIDGE MAINTENANCE 275,000.00
250.1150.717 Milling & Paving 151,750.00
ADDITIONAL MILLING & PAVING FY22 151,750.00
250.1150.553 Materials & Supplies 20,000.00
PPE & SUPPLIES FOR EMPLOYEE SAFETY 20,000.00
TOTAL 1,128,016.00
MOVE FUNDS FROM:
GL Account Description Amount
250.1150.799 Capital Outlay 1,128,016.00
TOTAL 1,128,016.00
Meeting Date
April 5, 2022
Department
Administration
Issue
Consider adoption of a Resolution appropriating funds in the amount of $54,755.00 from General
Fund Revenues to the General Fund Expense accounts for personnel adjustments to match the
current job market.
Summary
The changing conditions in the local economy created a need to adjust certain positions to match the
current job market and those adjustments to personnel costs were not included in the original Fiscal
Year (FY) 2022 Budget.
The FY2022 Budget needs to be amended to approve and accurately reflect changes in personnel
costs.
Attachments
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON
TUESDAY, APRIL 5, 2022, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE
VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA 24179.
WHEREAS, changing conditions in the local economy created a need to adjust certain positions
to match the current job market; and
WHEREAS, adjustments to personnel costs that were not included in the original Fiscal Year
(FY) 2022 Budget; and
WHEREAS, the FY2022 Budget needs to be amended to approve and accurately reflect changes
in personnel costs.
NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve
the transfers as shown on the attached Personnel Budget Adjustments.
This Resolution adopted on motion made by _________________, seconded by
____________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
______________________________
Bradley E. Grose, Mayor
ATTEST:
______________________________________
Susan N. Johnson, CMC, Town Clerk
PERSONNEL BUDGET ADJUSTMENTS - COUNCIL ACTION ITEM
MOVE FUNDS TO:
GL Account Description Amount
200.1200.101 Salaries & Wages 6,510.00
200.1200.201 SS & Medicare 498.00
200.1200.202 VRS Retirement 823.00
200.1200.203 VRS GL Insurance 86.00
200.1203.101 Salaries & Wages 736.00
200.1203.201 SS & Medicare 57.00
200.1203.202 VRS Retirement 93.00
200.1203.203 VRS GL Insurance 10.00
200.1203.207 ST Disability Insurance 63.00
200.1214.101 Salaries & Wages 2,147.00
200.1214.201 SS & Medicare 165.00
200.1214.202 VRS Retirement 272.00
200.1214.203 VRS GL Insurance 29.00
200.1214.207 ST Disability Insurance 127.00
200.1221.101 Salaries & Wages 1,696.00
200.1221.201 SS & Medicare 130.00
200.1221.202 VRS Retirement 215.00
200.1221.203 VRS GL Insurance 23.00
200.3101.101 Salaries & Wages 5,603.00
200.3101.201 SS & Medicare 429.00
200.3101.202 VRS Retirement 708.00
200.3101.203 VRS GL Insurance 74.00
200.4101.101 Salaries & Wages 3,929.00
200.4101.201 SS & Medicare 301.00
200.4101.202 VRS Retirement 497.00
200.4101.203 VRS GL Insurance 52.00
200.4101.207 ST Disability Insurance 50.00
200.7101.101 Salaries & Wages 1,761.00
200.7101.201 SS & Medicare 135.00
200.7101.202 VRS Retirement 223.00
200.7101.203 VRS GL Insurance 24.00
200.7101.207 ST Disability Insurance 150.00
200.7103.101 Salaries & Wages 881.00
200.7103.201 SS & Medicare 68.00
200.7103.202 VRS Retirement 112.00
200.7103.203 VRS GL Insurance 12.00
200.7103.207 ST Disability Insurance 75.00
200.7107.101 Salaries & Wages 881.00
200.7107.201 SS & Medicare 67.00
200.7107.202 VRS Retirement 112.00
200.7107.203 VRS GL Insurance 12.00
200.7107.207 ST Disability Insurance 75.00
200.8101.101 Salaries & Wages 5,184.00
200.8101.201 SS & Medicare 397.00
200.8101.202 VRS Retirement 655.00
200.8101.203 VRS GL Insurance 68.00
200.8101.207 ST Disability Insurance 322.00
200.9950.900 Transfer to Stormwater 2,439.00
300.9400.101 Salaries & Wages 8,198.00
300.9400.201 SS & Medicare 628.00
300.9400.202 VRS Retirement 1,036.00
300.9400.203 VRS GL Insurance 108.00
300.9400.207 ST Disability Insurance 72.00
300.9405.101 Salaries & Wages 2,596.00
300.9405.201 SS & Medicare 199.00
300.9405.202 VRS Retirement 328.00
300.9405.203 VRS GL Insurance 34.00
300.9405.207 ST Disability Insurance 141.00
600.6200.101 Salaries & Wages 1,997.00
600.6200.201 SS & Medicare 153.00
600.6200.202 VRS Retirement 253.00
600.6200.203 VRS GL Insurance 27.00
600.6200.207 ST Disability Insurance 9.00
54,755.00
MOVE FUNDS FROM:
GL Account Description Amount
200.1211.001 Prepared Food Taxes 38,976.00
300.1901.001 Recoveries & Rebates 13,340.00
600.4105.001 Transfers In 2,439.00
Meeting Date
April 5, 2022
Department
Administration
Issue
Proclamation – National Child Abuse Prevention Month
Summary
The GFWC Woman’s Club of Vinton in conjunction with the Police Department planted
pinwheels in the flower garden in front of the Municipal Building to promote the month of April
as National Child Abuse Prevention Month. This took take place on Tuesday, April 5, 2022 at
5:00 p.m. A member of the Woman’s Club will be present at the meeting to make brief
comments and receive the Proclamation.
Attachments
Proclamation
Recommendations
Present Proclamation
Town Council
Agenda Summary
PROCLAMATION
WHEREAS, the health and safety of all citizens is important to the prosperity and well-being of our families and communities; and
WHEREAS, our children are our most valuable resource and will shape the future of the Vinton community; and
WHEREAS, child abuse is considered to be one of our nation’s most serious public health problems, and the majority of child abuse cases stem from situations and conditions that are preventable in an engaged and supportive community; and
WHEREAS, we acknowledge that we must work together as a community to increase awareness about child abuse and how we can we prevent it, because prevention remains the best defense for our children; and
WHEREAS, displaying pinwheels during the month of April will serve as a positive reminder that together we can prevent child abuse and neglect and keep our children safe; and
WHEREAS, the partnership between the General Federation of Women’s Clubs – Vinton Women’s Club and the Vinton Police Department have worked together to raise awareness and promote the prevention of child abuse in our community.
NOW, THEREFORE, I, Bradley E. Grose, Mayor of the Town of Vinton, and on behalf of Town Council and all our citizens, do hereby recognize the month of April 2022 as NATIONAL CHILD
ABUSE PREVENTION MONTH in the Town of Vinton and call upon all citizens of the Town of Vinton and surrounding areas to work together to prevent child abuse.
IN WITNESS WHEREOF, I have set my hand and caused the seal of the Town of Vinton, Virginia to be affixed on this 5th day of April, 2022.
____________________________________
Bradley E. Grose, Mayor
Meeting Date
April 5, 2022
Department
Council
Issue
Public Opening of Franchise Bids for a Competitive Cable Franchise to operate a cable system to
provide cable service within the territorial limits of the Town of Vinton
Summary
Council was briefed at their March 15, 2022 meeting regarding a request from Shentel to operate
a cable system within the territorial limits of the Town of Vinton.
Following that meeting, a Notice of Public Hearing and Invitation to Bid was advertised in The
Vinton Messenger on March 17 and March 24, 2022. Bids may be received from any entity
seeking the grant of the franchise. The Mayor will authorize and direct the Town Clerk to open
and read aloud a brief summary of each of the franchise bids that have been received.
Attachments
None
Recommendations
No action needed at this time. The matter will proceed to a public hearing later in the meeting.
Town Council
Agenda Summary
1
Meeting Date
April 5, 2022
Department
Finance
Issue
Consideration of public comments regarding setting of the real estate, personal property and
machinery and tools tax rates for calendar year 2022.
Summary
The Town of Vinton’s total real estate assessment increased by approximately 8.55% for the
calendar year 2022. The real estate assessment less new construction increased by approximately
8.03% for the calendar year 2022. A summary of the preliminary assessed values and
corresponding tax levies are shown below:
Assessed Values:
Year 2022 $578,568,900
Year 2021 - 532,984,500
Total Increase $ 45,584,400
Less New Construction -2,782,400
Net Increase $ 42,802,000
Tax Levy:
Year 2022 $ 404,998
Year 2021 - 373,089
Increase $ 31,909
Assessment Increase (Less New Construction) - .0803 or 8.03%
Section 58.1-3321 of the 1950 Code of Virginia, as amended, required that certain notices be
published and a public hearing be held when the annual real estate assessment less new
construction results in an increase of 1% or more. Said Notice of Public Hearing is required to be
Town Council
Agenda Summary
2
advertised at least 30 days before the date of such hearing. The Notice was placed in The Vinton
Messenger on March 3, 2022 to advertise for this public hearing to set the tax rates.
The current rate is $.07 per $100.00 of assessed value. No change is being recommended for calendar
year 2022.
The current personal property tax rate is $1.00 per $100.00 of the assessed evaluation of all
personal property excepting there from household furnishings, and 50% or $.50 per $100.00 of the
assessed valuation of one motor vehicle owned and regularly used by a disabled veteran, subject
to certain qualifications. No change is being recommended for calendar year 2022.
Attachments
Ordinance setting the real estate tax rates
Ordinance setting the personal property tax rates
Recommendations
Conduct Public Hearing
Motion to adopt Ordinance setting real estate tax rate
Motion to adopt Ordinance setting personal property tax rate
ORDINANCE NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON
TUESDAY, APRIL 5, 2022, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE
VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA 24179
AN ORDINANCE TO PROVIDE FOR THE ANNUAL LEVY ON REAL
ESTATE IN THE TOWN OF VINTON, VIRGINIA
WHEREAS, it is desirable of the Town of Vinton to collect real estate taxes semi-annually by
June 5th and December 5th; and
WHEREAS, the annual levy is necessary to provide for the daily operation of various municipal
departments of the Town of Vinton, and thus avoid creating an emergency.
NOW THEREFORE, BE IT ORDAINED by the Council of the Town of Vinton that the tax
levy for the calendar year 2022 on all real property and improvements shall be as follows:
"All Real Estate shall be assessed at 100% of fair market value,
local levy of SEVEN CENTS ($.07) per ONE HUNDRED
DOLLARS ($100.00) of the assessed value for the calendar year
2022."
BE IT FURTHER ORDAINED that a copy of this Ordinance be immediately forwarded by the
Town Clerk to the Commissioner of Revenue for Roanoke County/Town of Vinton, and to the
Finance Director/Treasurer of the Town of Vinton.
This Ordinance adopted on motion made by _____________________, seconded by
_____________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
____________________________________
Bradley E. Grose, Mayor
ATTEST:
_____________________________________
Susan N. Johnson, CMC, Town Clerk
ORDINANCE NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON
TUESDAY, APRIL 5, 2022, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE
VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA 24179
AN ORDINANCE to provide for the annual levy on all personal property in the Town of Vinton,
Virginia, and to provide for the annual levy on the classification of vehicles owned by disabled
veterans, pursuant to § 58.1-3506 of the Code of Virginia (1950, as amended, and by the adoption
of Ordinance No. 594 dated August 17, 1993 by the Vinton Town Council.
WHEREAS, it is desirable of the Town of Vinton to collect personal property taxes by May 31,
2022; and
WHEREAS, the annual levy is necessary to provide for the daily operation of various municipal
departments of the Town of Vinton, and thus avoid creating an emergency.
NOW THEREFORE, BE IT ORDAINED by the Council of the Town of Vinton that a tax levy
for the calendar year 2021 shall be one dollar ($1.00) per one hundred dollars ($100.00) of the
assessed valuation of all personal property excepting therefrom household furnishings; and
BE IT FURTHER ORDAINED by the Council of the Town of Vinton that a tax levy for the
calendar year 2021 shall be fifty percent (50%) or fifty cents ($.50) per one hundred dollars
($100.00) of the assessed valuation of one motor vehicle owned and regularly used by a disabled
veteran, subject to certain qualifications; and
BE IT FURTHER ORDAINED that a copy of this Ordinance be immediately forwarded by the
Town Clerk to the Commissioner of Revenue for Roanoke County/Town of Vinton, and to the
Finance Director/Treasurer of the Town of Vinton.
This Ordinance adopted on motion made by ____________________, seconded by
_________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
____________________________________
Bradley E. Grose, Mayor
ATTEST:
_____________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
April 5, 2022
Department
Finance/Treasurer
Issue
Consideration of public comments concerning the proposed issuance of bonds by the Town of
Vinton in the estimated maximum amount of the bond is $710,808 to pay the Town’s share of
costs of capital improvements to the Western Virginia Water Authority’s regional wastewater
treatment plant and costs of issuing the bonds
Summary
The Virginia Resources Authority has advised that the State Water Control Board has authorized
funding from the Virginia Water Facilities Revolving Fund in an amount up to $710,808 to the
Town of Vinton. The Loan will be used to finance the Town's share of wastewater treatment plant
upgrades at Western Virginia Water Authority, together with related expenses.
The Cost of Funds on the Loan will be 0.50% per annum, comprised of interest to the fund of
0.30% and a fee of 0.20% for administrative and management services attributable to the Loan.
Payments on the Loan will begin approximately six months after the estimated Project completion
for an up to twenty-five year term. It is understood that the Loan will be secured by a pledge of
the Town's full faith and credit.
Attachments
Resolution
Financing Agreement
Recommendations
Conduct Public Hearing and motion to adopt Resolution
Town Council
Agenda Summary
1
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY,
APRIL 5, 2022, AT 6:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING, LOCATED AT 311 S. POLLARD STREET, VINTON, VIRGINIA
24179
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF A
GENERAL OBLIGATION BOND OF THE TOWN OF VINTON IN AN
AMOUNT NOT TO EXCEED $710,808 AND PROVIDING FOR THE FORM,
DETAILS AND PAYMENT OF THE BOND
The Town of Vinton, a political subdivision of the Commonwealth of Virginia (the “Town”),
is authorized to contract debts and to issue, as evidence of the debt, bonds, notes or other obligations
payable from a pledge of the Town’s full faith and credit.
The Council of the Town (the “Council”) has determined it is necessary and expedient to
issue a bond the proceeds of which will pay the Town’s share of costs of capital improvements to the
Western Virginia Water Authority’s regional wastewater treatment plant and costs of issuing the
bond and related expenses.
On April 5, 2022, the Council held a public hearing on the proposed issuance of the bonds in
an estimated maximum amount of $710,808 (the “Noticed Bonds”), in accordance with Section 15.2-
2606 of the Act, and desires to authorize the issuance of one of the Noticed Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF
VINTON, as follows:
Section 1. Definitions. As used in this resolution:
“Act” means the Public Finance Act of 1991 (Chapter 26, Title 15.2, Code of Virginia of
1950, as amended);
“Bond” means the Town’s general obligation bond issued under this resolution;
“Council” means the Council of the Town;
“Fund” means the Virginia Water Facilities Revolving Fund, its successors and assigns;
“Maximum Amount” means $710,808.00.
“Project” means capital improvements to the Western Virginia Water Authority’s regional
wastewater treatment plant and related expenses;
“Town” means the Town of Vinton, a political subdivision of the Commonwealth of
Virginia; and
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“VRA” means the Virginia Resources Authority, as Administrator of the Fund.
Section 2. Project. The Council has determined that it is necessary and expedient for the
Town to share in the costs of the Project and to borrow money for such purpose and to issue its
general obligation bond for the Project.
Section 3. Authorization of the Bond. The Council finds it advisable, necessary and
expedient for the Town to borrow an amount not to exceed the Maximum Amount, to provide funds,
together with other funds that may be available, to finance costs of the Project and to pay the costs of
issuing the Bond. Pursuant to the Act, there is authorized to be issued and sold to the VRA a general
obligation bond of the Town in a principal amount not to exceed the Maximum Amount. The Bond
will provide for principal advances to be made and noted on the Bond from time to time as funds are
advanced by the VRA under the Bond.
Section 4. Details of the Bond.
The Bond will be issued as a single, fully registered bond without coupons, shall be numbered R-1,
and shall bear interest, defined in the Financing Agreement as the “Cost of Funds.” Each of the
Mayor, Vice-Mayor or Town Manager is authorized to determine and approve all of the other final
details of the Bond, including, but not limited to, its description and series designation, dated date,
original principal amount, its Cost of Funds, the payment dates of principal and Cost of Funds, and
the amount of each principal payment, subject to the following requirements:
(a) the original principal amount of the Bond shall not exceed the Maximum
Amount,
(b) the Cost of Funds on the Bond shall not exceed 0.50% per annum, and
(c) the due date of the last installment of principal of the Bond shall not be more
than 35 years after the date of the Bond.
Such officer’s determination and approval of the final details of the Bond shall be evidenced
conclusively by the officer’s execution and delivery of the Bond in accordance with this resolution.
Section 5. Execution of Bond. The Bond shall bear the manual signature of the Mayor,
Vice-Mayor or Town Manager and shall bear a manually impressed or imprinted facsimile of the seal
of the Town attested by the manual signature of the Town Clerk. In case any officer whose signature
appears on the Bond shall cease to be such officer before the delivery of the Bond, such signature
shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery. The Bond may be signed by such persons as at the actual time of its
execution shall be the proper officers to sign the Bond although at the date of the Bond such persons
may not have been such officers.
Section 6. Form of Bond. The Bond shall be in substantially the following form, with
such variations, insertions and omissions as may be consistent with this resolution:
3
FORM OF BOND
No. R-1
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
$[amount] TOWN OF VINTON [date]
GENERAL OBLIGATION BOND
Series 2022
The Town of Vinton, a political subdivision of the Commonwealth of Virginia (the “Town”),
acknowledges itself indebted, and for value received promises to pay, to the order of the Virginia
Resources Authority, as Administrator of the Virginia Water Facilities Revolving Fund, Richmond,
Virginia (the “VRA”) or its legal representative or registered assigns, the principal sum equal to the
aggregate amount of principal advances made and noted on the Schedule of Principal Advances
below, but not to exceed [amount] Dollars ($[amount]), with interest (the “Cost of Funds”),
including the part thereof allocable to the annual administrative fee payable as set forth in Section
6.1 of the “Financing Agreement” defined below, on the unpaid principal from the date of each
principal advance shown on the attached Certificate of Principal Advances until payment of the
entire principal sum, at the annual rate of 0.50%.
On [date], the amount of accrued Cost of Funds on this Bond shall be due. Commencing
[date] and continuing semi-annually thereafter on [month] 1 and [month] 1 in each year, principal
and Cost of Funds due under this Bond shall be due and payable in equal installments of $[amount]
with a final installment of $[amount] due and payable on [date], when if not sooner paid, all amounts
due under this Bond shall be due and payable in full. If principal disbursements up to the maximum
authorized amount of this Bond are not made, the principal amount due on this Bond shall not
include such undisbursed amount. However, unless the Town and VRA agree otherwise in writing,
until all amounts due under this Bond shall have been paid in full, less than full disbursement of the
maximum authorized amount of this Bond shall not postpone the due date of any semi-annual
installment due hereunder or change the amount of such installment unless the principal amount due
under this Bond is less than the amount of such installment.
In addition, if any installment of principal and Cost of Funds is not received by the registered
owner of this Bond within ten (10) days from its due date, the Town shall pay to the registered owner
of this Bond a late payment charge in an amount equal to five percent (5.00%) of such overdue
installment. Principal and other sums hereunder are payable in lawful money of the United States.
No notation is required to be made on this Bond of the payment of any principal on normal
installment payment dates or of any prepayments of principal. HENCE, THE FACE AMOUNT OF
THIS BOND MAY EXCEED THE PRINCIPAL SUM REMAINING OUTSTANDING AND DUE
HEREUNDER.
4
As used in this Bond, “Financing Agreement” means the Financing Agreement dated as of
[date], between the Virginia Resources Authority, as Administrator of the Virginia Water Facilities
Revolving Fund (“VRA”), and the Town, and any amendments to it. Capitalized terms used in this
Bond and not otherwise defined have the meanings given them in the Financing Agreement.
This Bond is issued pursuant to the Public Finance Act of 1991 and a resolution duly adopted
by the Council of the Town of Vinton on April 5, 2022, under the Constitution and the statutes of the
Commonwealth of Virginia, including the Public Finance Act of 1991, and pursuant to the terms of
the Financing Agreement to evidence a loan by the VRA to the Town to finance the Project Costs.
The obligations of the Town under this Bond shall terminate when all amounts due and to become
due pursuant to this Bond and the Financing Agreement have been paid in full.
The full faith and credit of the Town are irrevocably pledged for the payment of principal of
and Cost of Funds on this Bond. The resolution adopted by the Council of the Town authorizing the
issuance of this Bond provides, and Section 15.2-2624 of the Code of Virginia of 1950, as amended,
requires, that there shall be levied and collected an annual tax upon all taxable property in the Town
subject to local taxation sufficient to provide for the payment of the principal of and Cost of Funds
on this Bond as the same shall become due, which tax shall be without limitation as to rate or
amount and in addition to all other taxes authorized to be levied in the Town, to the extent other
funds of the Town are not lawfully available and appropriated for such purpose.
Transfer of this Bond may be registered upon the registration books of the Bond Registrar.
Prior to due presentment for registration of transfer of this Bond, the Bond Registrar shall treat the
registered owner as the person exclusively entitled to payment of principal hereof and the exercise of
all other rights and powers of the owner.
This Bond is subject to optional prepayment on the terms set forth in the Financing
Agreement.
If an Event of Default occurs, the principal of and Cost of Funds on this Bond may be
declared immediately due and payable by the holder by written notice to the Town.
Notwithstanding anything in this Bond to the contrary, in addition to the payments of the
principal and Cost of Funds provided for by this Bond, the Town shall also pay such additional
amounts, if any, which may be necessary to provide for payment in full of all amounts due under the
Financing Agreement.
All acts, conditions and things required to happen, exist or be performed precedent to and in
the issuance of this Bond have happened, exist and have been performed in due time, manner and
form as required.
IN WITNESS WHEREOF the Town has caused this Bond to be signed by its Mayor, Vice
Mayor or Town Manager and its seal to be impressed hereon and attested by its Clerk.
5
Town of Vinton
[FORM OF BOND-NOT FOR SIGNATURE]
By: _______________________________________
Mayor, Town of Vinton
(SEAL)
ATTEST:
[FORM OF BOND-NOT FOR SIGNATURE]
__________________________________
Clerk, Town of Vinton
SCHEDULE OF PRINCIPAL ADVANCES
The amount and date of principal advances not to exceed the face amount hereof shall be
entered hereon by an authorized representative of the VRA when the proceeds of each such advance
are delivered to the Town.
END OF FORM OF BOND
The execution and delivery of the Bond will constitute conclusive evidence that any variations,
insertions and omissions are consistent with this resolution. Upon request of the VRA, the Town
shall arrange to have prepared, executed, authenticated and delivered in exchange as soon as
practicable bonds in printed form in an aggregate principal amount equal to the unpaid principal of
the Bond in typewritten form, in denominations of $5,000 and multiples thereof, except for one bond
which may be issued in an odd denomination of not less than $5,000, of the same form and maturity
and registered in such names as requested by the VRA or its duly authorized attorney or legal
representative. The typewritten bond surrendered in any such exchange shall be canceled.
Section 7. Bond Registrar. The Treasurer of the Town is appointed Bond Registrar for
the Bond.
Section 8. Registration, Transfer and Exchange. The Town shall cause books for the
registration and transfer of the Bond (and any printed bond or bonds issued in substitution for it) to
be kept at the office of the Bond Registrar, and the Council instructs the Bond Registrar to keep such
6
books and to make such registrations and transfers under such reasonable regulations as the Council
or the Bond Registrar may prescribe. Transfer of the Bond or any printed bond issued in substitution
for it may be registered upon books maintained for that purpose at the office of the Bond Registrar.
Prior to due presentment for registration of transfer, the Bond Registrar shall treat the registered
owner as the person exclusively entitled to payment of principal and the exercise of all other rights
and powers of the owner.
Section 9. Preparation and Award of Bond. After consideration of the methods of sale of
the Bond and the current state of the municipal bond market, the Council determines that it will be in
the best interests of the Town to accept the offer of the VRA to purchase the Bond, and the Bond is
awarded to the VRA in accordance with the Financing Agreement described in Section 10 of this
resolution. Each of the Mayor, the Vice-Mayor, Town Manager and the Clerk of the Town is
authorized and directed to take all proper steps to have the Bond prepared and executed in
accordance with its terms and to deliver the Bond to the VRA in accordance with the terms of the
Financing Agreement.
Section 10. Authorization of Financing Agreement and Other Matters. The Financing
Agreement between VRA and the Town (the “Financing Agreement”), the form of which has been
presented to the Council at this meeting and filed with the records of the Council, is approved. Each
of the Mayor, Vice-Mayor and Town Manager of the Town is authorized and directed to execute and
deliver on behalf of the Town the Financing Agreement in substantially the form submitted to the
Council, with such changes, insertions or omissions as may be approved by the Mayor, Vice Mayor
or Town Manager, whose approval shall be evidenced conclusively by the execution and delivery of
the Financing Agreement. The acceptance by the Town of grants from governmental agencies to
fund the Project is approved and authorized. Each of the Mayor, Vice-Mayor, Town Manager, Clerk
and any other officer of the Town is authorized to execute and deliver on behalf of the Town such
grant agreements and other instruments, documents or certificates, and to do and perform such
things and acts, as they shall deem necessary or appropriate to carry out the transactions authorized
by this resolution or contemplated by the Bond or Financing Agreement and all of the foregoing,
previously done or performed by such officers of the Town, are in all respects approved, ratified and
confirmed.
Section 11. Constitutional Authority. The Bond shall be issued under the provisions of
Article VII, Section 10(a) of the Constitution of Virginia (other than Subsection (2) thereof). The
principal and Cost of Funds of the Bond shall be payable from ad valorem taxes to be levied without
limitation as to rate or amount on all property in the Town subject to taxation, to the extent other
funds of the Town are not lawfully available and appropriated for such purpose.
Section 12. Election of Applicable Law. To the extent permitted by Section 15.2-2601 of the
Act, the Council elects that the Bond will be issued under the provisions of the Act without regard to
the requirements, restrictions or provisions contained in any charter or local or special act applicable
to the Town.
Section 13. Payment of the Bond. The Town shall pay promptly, as provided in the Bond
and the Financing Agreement, the principal of and Cost of Funds on the Bond. Nothing in the Bond,
the Financing Agreement or this resolution shall be deemed to create or constitute an indebtedness of
7
the Commonwealth of Virginia (the “Commonwealth”) or any political subdivision of the
Commonwealth other than the Town, or a pledge of the full faith and credit of the Commonwealth or
of any political subdivision of the Commonwealth other than the Town.
Section 14. Pledge of Full Faith and Credit; Tax Rate Covenant. The full faith and credit
of the Town are irrevocably pledged for the payment of principal of and Cost of Funds on the Bond.
So long as the Bond is outstanding, unless other funds are lawfully available and appropriated for
timely payment of the Bond, the Council will levy and collect annually, at the same time and in the
same manner as other taxes of the Town are assessed, levied and collected, over and above all other
taxes authorized or limited by law, an ad valorem tax, without limitation as to rate or amount, on all
the taxable property in the Town in an amount sufficient to pay principal of and Cost of Funds on the
Bond as the same become due and payable.
Section 15. Authority of Officers and Agents. The officers and agents of the Town shall
do all acts and things required of them by this resolution and the Bond for the complete and punctual
performance of all the terms, covenants and agreements contained in the Bond. The appropriate
officers of the Town are further authorized and empowered to take such other action as they may
consider necessary or desirable to carry out the intent and purpose of this resolution, and the issuance
of the Bond.
Section 16. Limitation of Liability of Officials of Town. No covenant, condition or
agreement contained herein shall be deemed to be a covenant, agreement or obligation of an officer,
employee, member of Council, or agent of the Town in his or her individual capacity, and no officer
of the Town or member of Council executing the Bond shall be liable personally on the Bond or be
subject to any personal liability or accountability by reason of the issuance thereof. No officer,
employee or agent of the Town shall incur any personal liability with respect to any other action
taken in good faith by him or her pursuant to this resolution.
Section 17. Conditions Precedent. Upon the issuance of the Bond, all acts, conditions and
things required by the Constitution and statutes of the Commonwealth of Virginia or this resolution
to have happened, exist and to have been performed precedent to or in the issuance of the Bond shall
have happened, exist and have been performed.
Section 18. Headings. Any headings in this resolution are solely for convenience of
reference and shall not constitute a part of the resolution nor shall they affect its meaning,
construction or effect.
Section 19. Severability. If any court of competent jurisdiction shall hold any provision of
this resolution to be invalid and unenforceable, such holding shall not invalidate any other provision
hereof.
Section 20. Effective Date. This resolution shall take effect immediately. All ordinances,
resolutions or parts thereof in conflict herewith are hereby repealed.
8
Section 21. Filing of Resolution. The Clerk is authorized and directed to see to the
prompt filing of a certified copy of this resolution with the Circuit Court of Roanoke County,
Virginia.
This Resolution adopted on motion by Council Member _____, seconded by Council
Member _________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
________________________
Bradley E. Grose, Mayor
ATTEST:
____________________________________
Susan N. Johnson, CMC, Town Clerk
K&C Draft 3/29/22
FINANCING AGREEMENT
dated as of _______ 1, 2022
BETWEEN
VIRGINIA RESOURCES AUTHORITY,
as Administrator of the
Virginia Water Facilities Revolving Fund
AND
TOWN OF VINTON, VIRGINIA
Virginia Resources Authority
Virginia Water Facilities Revolving Fund
Loan No. C-515765
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TABLE OF CONTENTS
[To be updated]
Page
ARTICLE I
DEFINITIONS
Section 1.1. Definitions............................................................................................ 1
Section 1.2. Rules of Construction .......................................................................... 4
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by Borrower ............................................................... 5
ARTICLE III
ISSUANCE AND DELIVERY OF THE LOCAL BOND
Section 3.1. Loan to Borrower and Purchase of the Local Bond ............................. 7
Section 3.2. Conditions Precedent to Purchase of the Local Bond .......................... 7
ARTICLE IV
USE OF LOCAL BOND PROCEEDS AND UNDERTAKING OF PROJECT
Section 4.1. Application of Proceeds ....................................................................... 9
Section 4.2. Agreement to Accomplish Project ..................................................... 10
Section 4.3. Permits ............................................................................................... 11
Section 4.4. Reserved ............................................................................................. 11
Section 4.5. Reserved ............................................................................................. 11
Section 4.6. Borrower Required to Complete Project ............................................ 11
ARTICLE V
PLEDGE OF FULL FAITH AND CREDIT
Section 5.1. Pledge of Full Faith and Credit .......................................................... 12
Section 5.2. Sources of Funds ................................................................................ 12
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Page
ARTICLE VI
PAYMENTS
Section 6.1. Payment of Local Bond ..................................................................... 13
Section 6.2. Payment of Additional Payments....................................................... 14
ARTICLE VII
PREPAYMENTS
Section 7.1. Prepayment of Local Bond ................................................................ 14
ARTICLE VIII
OPERATION AND USE OF SYSTEM
Section 8.1. Ownership and Operation of System ................................................. 14
Section 8.2. Maintenance ....................................................................................... 14
Section 8.3. Additions and Modifications.............................................................. 15
Section 8.4. Use of System .................................................................................... 15
Section 8.5. Inspection of System and Borrower’s Books and Records ................ 15
Section 8.6. Ownership of Land ............................................................................ 15
Section 8.7. Sale or Encumbrance ......................................................................... 15
Section 8.8. Lawful Charges .................................................................................. 17
ARTICLE IX
INSURANCE, DAMAGE AND DESTRUCTION
Section 9.1. Insurance ............................................................................................ 17
Section 9.2. Requirements of Policies ................................................................... 18
Section 9.3. Notice of Damage, Destruction and Condemnation .......................... 18
Section 9.4. Damage and Destruction .................................................................... 18
Section 9.5. Condemnation and Loss of Title ........................................................ 19
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Page
ARTICLE X
SPECIAL COVENANTS
Section 10.1. Maintenance of Existence .................................................................. 19
Section 10.2. Financial Records and Statements ..................................................... 19
Section 10.3. Certificate as to No Default ............................................................... 20
Section 10.4. Reserved ............................................................................................. 20
Section 10.5. Reserved ............................................................................................. 20
Section 10.6. Further Assurances............................................................................. 21
Section 10.7. Other Indebtedness............................................................................. 21
Section 10.8. Assignment by Borrower ................................................................... 21
Section 10.9. Continuing Disclosure Obligations .................................................... 22
Section 10.10. Davis-Bacon Act ................................................................................ 26
Section 10.11. American Iron and Steel .................................................................... 26
Section 10.12. Fiscal Sustainability Plan ................................................................... 26
Section 10.13. Prohibition on Telecommunications Services or Equipment............. 27
ARTICLE XI
DEFAULTS AND REMEDIES
Section 11.1. Events of Default ............................................................................... 27
Section 11.2. Notice of Default................................................................................ 28
Section 11.3. Remedies on Default .......................................................................... 28
Section 11.4. Delay and Waiver .............................................................................. 28
Section 11.5. State Aid Intercept ............................................................................. 29
ARTICLE XII
MISCELLANEOUS
Section 12.1. Successors and Assigns...................................................................... 29
Section 12.2. Amendments ...................................................................................... 29
Section 12.3. Liability of Officials .......................................................................... 29
Section 12.4. Applicable Law .................................................................................. 29
Section 12.5. Severability ........................................................................................ 29
Section 12.6. Notices ............................................................................................... 30
Section 12.7. Right to Cure Default ......................................................................... 30
Section 12.8. Headings ............................................................................................ 31
Section 12.9. Term of Agreement ............................................................................ 31
Section 12.10. Commitment Letter ............................................................................ 31
Section 12.11. Counterparts ....................................................................................... 31
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EXHIBITS
Exhibit A - Form of Local Bond
Exhibit B - Project Description
Exhibit C - Project Budget
Exhibit D - Opinion of Borrower’s Bond Counsel
Exhibit E - Form of Requisition
Exhibit F - Reserved
Exhibit G - Operating Data
FINANCING AGREEMENT
THIS FINANCING AGREEMENT is made as of this first day of _________, 2022,
between the VIRGINIA RESOURCES AUTHORITY, a public body corporate and a political
subdivision of the Commonwealth of Virginia (the “Authority”), as Administrator of the
VIRGINIA WATER FACILITIES REVOLVING FUND, and the TOWN OF VINTON,
VIRGINIA, a political subdivision of the Commonwealth of Virginia (the “Borrower”).
Pursuant to Chapter 22, Title 62.1 of the Code of Virginia (1950), as amended (the
“Act”), the General Assembly created a permanent and perpetual fund known as the “Virginia
Water Facilities Revolving Fund” (the “Fund”). In conjunction with the State Water Control
Board, the Authority administers and manages the Fund. From the Fund, the Authority from
time to time makes loans to and acquires obligations of local governments in Virginia to finance
or refinance the costs of wastewater treatment facilities within the meaning of Section 62.1-224
of the Act.
The Borrower has requested a loan from the Fund and will evidence its obligation to
repay such loan by the Local Bond the Borrower will issue and sell to the Authority, on behalf of
the Fund. The Borrower will use the proceeds of the sale of the Local Bond to the Authority to
finance that portion of the Project Costs not being paid from other sources, all as further set forth
in the Project Budget.
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. The capitalized terms contained in this Agreement and not
defined above shall have the meanings set forth below unless the context requires otherwise and
any capitalized terms not otherwise defined herein shall have the meaning assigned to such terms
in the Act:
“Additional Payments” means the payments required by Section 6.2.
“Agreement” means this Financing Agreement between the Authority and the Borrower,
together with any amendments or supplements hereto.
“Annual Administrative Fee” means the portion of the Cost of Funds specified in Section
6.1(a)(ii) payable as an annual fee for administrative and management services attributable to the
Local Bond.
“Authorized Representative” means any member, official or employee of the Borrower
authorized by resolution, ordinance or other official act of the governing body of the Borrower to
perform the act or sign the document in question.
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“Board” means the State Water Control Board.
“Closing Date” means the date of the delivery of the Local Bond to the Authority.
“Commitment Letter” means the commitment letter from the Authority to the Borrower,
dated ________ __, 2022, and all extensions and amendments thereto.
“Consulting Engineer” means the engineer or the firm of independent consulting
engineers of recognized standing and experienced in the field of sanitary engineering and
registered to do business in Virginia which is designated by the Borrower from time to time as
the Borrower’s consulting engineer in accordance with Section 4.5 in a written notice to the
Authority. Such individual or firm shall be subject to the reasonable approval of the Authority.
Unless and until the Authority notifies the Borrower otherwise, any of the Borrower’s employees
that are licensed and registered as professional engineers in the Commonwealth of Virginia may
serve as Consulting Engineer under this Agreement.
“Cost of Funds” means interest, including the part thereof allocable to the Annual
Administrative Fee, payable as set forth in Section 6.1.
“Default” means an event or condition the occurrence of which would, with the lapse of
time or the giving of notice or both, become an Event of Default.
“Department” means the Department of Environmental Quality, created and acting under
Chapter 11.1, Title 10.1, of the Code of Virginia, as amended.
“Event of Default” shall have the meaning set forth in Section 11.1.
“Fiscal Year” means the period of twelve months established by the Borrower as its
annual accounting period.
“Local Bond” means the bond in substantially the form attached to this Agreement as
Exhibit A issued by the Borrower to the Authority pursuant to this Agreement.
“Local Bond Proceeds” means the proceeds of the sale of the Local Bond to the
Authority pursuant to this Agreement.
“Local Resolution” means all resolutions or ordinances adopted by the governing body of
the Borrower approving the transactions contemplated by and authorizing the execution and
delivery of this Agreement and the execution, issuance and delivery of the Local Bond.
“Net Proceeds” means the gross proceeds from any insurance recovery or condemnation
award remaining after payment of attorneys’ fees and expenses of the Authority and all other
expenses incurred in the collection of such gross proceeds.
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“Opinion of Counsel” means a written opinion of recognized bond counsel, acceptable to
the Authority.
“Project” means the particular project described in Exhibit B, the costs of the undertaking
of which are to be financed or refinanced in whole or in part with the Local Bond Proceeds.
“Project Budget” means the budget for the financing or the refinancing of the Project, a
copy of which is attached to this Agreement as Exhibit C, with such changes therein as may be
approved in writing by the Authority.
“Project Costs” means the costs of undertaking the Project, as further described in the
Project Budget, and such other costs as may be approved in writing by the Authority, provided
such costs are permitted by the Act.
“System” means all plants, systems, facilities, equipment or property, owned, operated or
maintained by the Borrower and used in connection with the collection storage, treatment or
distribution of wastewater.
Section 1.2. Rules of Construction. The following rules shall apply to the
construction of this Agreement unless the context requires otherwise:
(a) Singular words shall connote the plural number as well as the singular and
vice versa.
(b) All references in this Agreement to particular Sections or Exhibits are
references to Sections or Exhibits of this Agreement unless otherwise indicated.
(c) The headings and table of contents as used in this Agreement are solely
for convenience of reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by Borrower. The Borrower makes the following
representations as the basis for its undertakings under this Agreement:
(a) The Borrower is a duly created and validly existing “local government”
(as defined in Section 62.1-224 of the Act) of the Commonwealth of Virginia and is vested with
the rights and powers conferred upon it by Virginia law.
(b) The Borrower has full right, power and authority to (i) adopt the Local
Resolution and execute and deliver this Agreement and the other documents related thereto,
(ii) issue, sell and deliver the Local Bond to the Authority, as Administrator of the Fund,
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(iii) own and operate the System, (iv) fix, charge and collect charges for the use of and for the
services furnished by the System, (v) undertake the Project (as described in Exhibit B) and
finance or refinance the Project Costs by borrowing money for such purpose pursuant to this
Agreement and the issuance of the Local Bond, (vi) pledge the Borrower’s full faith and credit to
the payment of the Local Bond, and (vii) carry out and consummate all of the transactions
contemplated by the Local Resolution, this Agreement, and the Local Bond.
(c) This Agreement and the Local Bond were duly authorized by the Local
Resolution and are in substantially the same form as presented to the governing body of the
Borrower at its meeting at which the Local Resolution was adopted.
(d) All governmental permits, licenses, registrations, certificates,
authorizations and approvals required to have been obtained as of the date of the delivery of this
Agreement have been obtained for (i) the Borrower’s adoption of the Local Resolution, (ii) the
execution and delivery by the Borrower of this Agreement and the Local Bond, (iii) the
performance and enforcement of the obligations of the Borrower thereunder, (iv) the undertaking
of the Project, and (v) the operation and use of the System. The Borrower knows of no reason
why any such required governmental permits, licenses, registrations, certificates, authorizations
and approvals not obtained as of the date hereof cannot be obtained as needed.
(e) This Agreement has been executed and delivered by duly authorized
officials of the Borrower and constitutes a legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.
(f) When executed and delivered in accordance with the Local Resolution and
this Agreement, the Local Bond will have been executed and delivered by duly authorized
officials of the Borrower and will constitute a legal, valid and binding general obligation of the
Borrower enforceable against the Borrower in accordance with its terms.
(g) The issuance of the Local Bond and the execution and delivery of this
Agreement and the performance by the Borrower of its obligations thereunder are within the
powers of the Borrower and will not conflict with, or constitute a breach or result in a violation
of, (i) to the best of the Borrower’s knowledge, any Federal, or Virginia constitutional or
statutory provision, including the Borrower’s charter or articles of incorporation, if any, (ii) any
agreement or other instrument to which the Borrower is a party or by which it is bound or (iii)
any order, rule, regulation, decree or ordinance of any court, government or governmental
authority having jurisdiction over the Borrower or its property.
(h) The Borrower is not in default in the payment of the principal of or
interest on any of its indebtedness for borrowed money and is not in default under any instrument
under and subject to which any indebtedness for borrowed money has been incurred. No event
or condition has happened or existed, or is happening or existing, under the provisions of any
such instrument, including but not limited to this Agreement, which constitutes, or which, with
notice or lapse of time, or both, would constitute an event of default thereunder.
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(i) The Borrower (i) to the best of the Borrower’s knowledge, is not in
violation of any existing law, rule or regulation applicable to it in any way which would have a
material adverse effect on its financial condition or its ability to perform its obligations under
this Agreement or the Local Bond and (ii) is not in default under any indenture, mortgage, deed
of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or
restriction of any kind to which the Borrower is a party or by which it is bound or to which any
of its assets is subject, which would have a material adverse effect on its financial condition or its
ability to perform its obligations under this Agreement or the Local Bond. The execution and
delivery by the Borrower of this Agreement or the Local Bond and the compliance with the
terms and conditions thereof will not conflict with or result in a breach of or constitute a default
under any of the foregoing.
(j) There are not pending nor, to the best of the Borrower’s knowledge,
threatened against the Borrower, any actions, suits, proceedings or investigations of a legal,
equitable, regulatory, administrative or legislative nature, (i) affecting the creation, organization
or existence of the Borrower or the title of its officers to their respective offices, (ii) seeking to
prohibit, restrain or enjoin the approval, execution, delivery or performance of the Local
Resolution, this Agreement or the Local Bond or the issuance or delivery of the Local Bond, (iii)
in any way contesting or affecting the validity or enforceability of the Local Resolution, this
Agreement, the Local Bond or any agreement or instrument relating to any of the foregoing, (iv)
in which a judgment, order or resolution may have a material adverse effect on the Borrower or
its business, assets, condition (financial or otherwise), operations or prospects or on its ability to
perform its obligations under the Local Resolution, this Agreement or the Local Bond, (v) in any
way affecting or contesting the undertaking of the Project, or (vi) contesting or challenging the
power of the Borrower to pledge the Borrower’s full faith and credit to the payment of the Local
Bond.
(k) No material adverse change has occurred in the financial condition of the
Borrower as indicated in the financial statements, applications and other information furnished to
the Authority.
(l) Except as may otherwise be approved by the Authority or permitted by the
terms of this Agreement, the System at all times is and will be owned by the Borrower and will
not be operated or controlled by any other entity or person.
(m) No Event of Default or Default has occurred and is continuing.
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ARTICLE III
ISSUANCE AND DELIVERY OF THE LOCAL BOND
Section 3.1. Loan to Borrower and Purchase of the Local Bond. The Borrower
agrees to borrow from the Authority, on behalf of the Fund, and the Authority agrees to lend to
the Borrower, from the Fund, the principal amount equal to the sum of the principal
disbursements made pursuant to Section 4.1, but not to exceed $___________, for the purposes
herein set forth. The Borrower’s obligation shall be evidenced by the Local Bond, which shall
be in substantially the form of Exhibit A attached hereto and made a part hereof and delivered to
the Authority on the Closing Date. The Local Bond shall be in the original principal amount of
the loan, shall bear a Cost of Funds, and shall mature and be payable as hereinafter provided.
Section 3.2. Conditions Precedent to Purchase of the Local Bond. The Authority
shall not be required to make the loan to the Borrower and purchase the Local Bond unless the
Authority shall have received the following, all in form and substance satisfactory to the
Authority:
(a) The Local Bond.
(b) A certified copy of the Local Resolution.
(c) A certificate of appropriate officials of the Borrower as to the matters set
forth in Section 2.1 and such other matters as the Authority may reasonably require.
(d) A closing certificate from the Department certifying that the Project is in
compliance with all federal and state laws and project requirements applicable to the Fund and
evidencing the Board’s concurrence in the closing of the loan with the Borrower.
(e) Evidence satisfactory to the Authority that the Borrower has obtained or
has made arrangements satisfactory to the Authority to obtain any funds or other financing for
the Project as contemplated in the Project Budget.
(f) Evidence satisfactory to the Authority that the Borrower has performed
and satisfied all of the terms and conditions contained in this Agreement to be performed and
satisfied by it as of such date.
(g) An Opinion of Counsel, substantially in the form of Exhibit D, addressed
to the Authority.
(h) An opinion of counsel to the Borrower in form and substance reasonably
satisfactory to the Authority.
(i) Evidence satisfactory to the Authority that the Borrower has complied with
the insurance provisions set forth in Sections 9.1 and 9.2 hereof.
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(j) Such other documentation, certificates and opinions as the Authority, the
Board or the Department may reasonably require.
ARTICLE IV
USE OF LOCAL BOND PROCEEDS AND UNDERTAKING OF PROJECT
Section 4.1. Application of Proceeds.
(a) The Borrower agrees to apply the Local Bond Proceeds solely and exclusively to
the payment, or to the reimbursement of the Borrower for the payment, of Project Costs and
further agrees to exhibit to the Department or the Authority receipts, vouchers, statements, bills
of sale or other evidence of the actual payment of such Project Costs. The Authority shall
disburse money from the Fund to or for the account of the Borrower not more frequently than
once each calendar month (unless otherwise agreed by the Authority and the Borrower) upon
receipt by the Authority (with a copy to be furnished to the Department) of a requisition (upon
which the Authority and the Department shall be entitled to rely) signed by an Authorized
Representative and containing all information called for by, and otherwise being in the form of,
Exhibit E to this Agreement.
Upon receipt of each such requisition and approval thereof by the Department, the
Authority shall disburse Local Bond Proceeds hereunder to or for the account of the Borrower in
accordance with such requisition in an amount and to the extent approved by the Department and
shall note the date and amount of each such disbursement on a schedule of principal
disbursements to be included on the Local Bond. The Authority shall have no obligation to
disburse any such Local Bond Proceeds if the Borrower is in default hereunder nor shall the
Department have any obligation to approve any requisition if the Borrower is not in compliance
with the terms of this Agreement.
(b) Upon receipt from the Borrower of a final requisition detailing all retainages to
which the Borrower is then entitled, the Authority, to the extent approved by the Department and
subject to the provisions of this Section, will disburse to or for the account of the Borrower Local
Bond Proceeds to the extent of such approval.
The Authority shall have no obligation to disburse Local Bond Proceeds in excess of the
amount necessary to pay for approved Project Costs. If principal disbursements up to the
maximum authorized amount of the Local Bond are not made, principal installments due on the
Local Bond shall be reduced in accordance with Section 6.1.
Section 4.2. Agreement to Accomplish Project. The Borrower agrees to cause the
Project to be undertaken as described in Exhibit B and in accordance with the Project Budget.
The Borrower agrees to maintain complete and accurate books and records of its use of the Local
Bond Proceeds and permit the Authority and the Department through their duly authorized
representatives to inspect such books and records at any reasonable time. The Borrower and the
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Authority, with the consent of the Department, may amend the description of the Project set forth
in Exhibit B.
Section 4.3. Permits. The Borrower, at its sole cost and expense, shall comply with,
and shall obtain all permits, consents and approvals required by local, state or federal laws,
ordinances, rules, regulations or requirements in connection with the undertaking of the Project.
The Borrower shall, upon request, promptly furnish to the Authority and the Department copies
of all such permits, consents and approvals. The Borrower shall also comply with all lawful
program or procedural guidelines or requirements duly promulgated and amended from time to
time by the Department in connection with the undertaking of projects by the Borrower and
financed by the Fund under the Act. The Borrower shall also comply in all respects with all
applicable federal laws, regulations and other requirements relating to or arising out of or in
connection with the Project and the funding thereof by the Fund. Where noncompliance with
such requirements is determined by the Authority or the Board, the issue shall be referred to the
proper Federal authority or agency for consultation or enforcement action.
Section 4.4. Reserved.
Section 4.5. Reserved.
Section 4.6. Borrower Required to Complete Project. If the Local Bond Proceeds
are not sufficient to pay in full the cost of the Project, the Borrower will complete the Project at
its own expense, but subject to legally available funds, and shall not be entitled to any
reimbursement therefor from the Fund, the Authority, the Department or the Board or any
abatement, diminution or postponement of the Borrower’s payments under the Local Bond or
this Agreement.
ARTICLE V
PLEDGE OF FULL FAITH AND CREDIT
Section 5.1. Pledge of Full Faith and Credit. Under the Local Resolution, the
Borrower has pledged its full faith and credit to secure the payment of the principal of and Cost of
Funds on the Local Bond of the Borrower and the performance of its obligations under this
Agreement. The Borrower agrees, unless other funds are lawfully available and appropriated for
timely payment of the Local Bond, to levy an annual ad valorem tax upon all property subject to
local taxation in its jurisdiction sufficient to pay the principal of and Cost of Funds on the Local
Bond.
Section 5.2. Source of Funds. Notwithstanding anything herein to the contrary, all of
the obligations for the payment of money set forth in this Agreement (with the exception of
principal of and Cost of Funds on the Local Bond) shall be payable only from legally available
funds.
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ARTICLE VI
PAYMENTS
Section 6.1. Payment of Local Bond. (a) The Local Bond shall be dated the date of
its delivery to the Authority. The Cost of Funds on the Local Bond shall be computed on the
disbursed principal balance thereof from the date of each disbursement at the rate of fifty one-
hundredths percent (0.50%) per annum, and shall be allocated in accordance with the following:
(i) interest of thirty one-hundredths percent (0.30%) per annum payable for
the benefit of the Fund, and
(ii) twenty one-hundredths percent (0.20%) per annum payable as an Annual
Administrative Fee.
(b) Cost of Funds only on all amounts disbursed under the Local Bond shall be due
and payable on __________ 1, 202_. Commencing __________ 1, 202_, and continuing semi-
annually thereafter on __________ 1 and __________ 1 in each year, principal and the Cost of
Funds due under the Local Bond shall be payable in equal installments of $_______, with a final
installment due and payable on __________ 1, 20__, when, if not sooner paid, all amounts due
hereunder and under the Local Bond shall be due and payable in full. Each installment shall be
applied first to payment of the Cost of Funds accrued and unpaid to the payment date and then to
principal. If principal disbursements up to the maximum authorized amount of the Local Bond
are not made, the principal amount due on the Local Bond shall not include such undisbursed
amount. However, unless the Borrower and the Authority agree otherwise in writing, until all
amounts due hereunder and under the Local Bond shall have been paid in full, less than full
disbursement of the maximum authorized amount of the Local Bond shall not postpone the due
date of any semi-annual installment due on the Local Bond, or change the amount of such
installment unless the principal amount due under the Local Bond is less than the amount of such
installment. If any installment of principal of or the Cost of Funds on the Local Bond is not paid
within ten (10) days after its due date, the Borrower agrees to pay to the Authority on demand a
late payment charge in an amount equal to five percent (5.0%) of the overdue installment.
Section 6.2. Payment of Additional Payments. In addition to the payments of
principal of and the Cost of Funds on the Local Bond, the Borrower agrees to pay on demand of
the Authority the following Additional Payments:
(1) The costs of the Fund, the Authority, the Department or the Board
in connection with the enforcement of this Agreement, including the reasonable
fees and expenses of any attorneys used by any of them; and
(2) All expenses, including reasonable attorneys’ fees, relating to any
amendments, waivers, consents or collection or enforcement proceedings pursuant
to the provisions hereof.
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The Borrower agrees to pay interest on any Additional Payments enumerated in (1) or (2)
above not received by the Authority within ten (10) days after demand therefor at a rate of five
percent (5.0%) per annum of the overdue installment from its due date until the date it is paid.
ARTICLE VII
PREPAYMENTS
Section 7.1. Prepayment of Local Bond. At its option and after giving at least ten
(10) days’ written notice to the Authority, the Borrower may prepay the Local Bond at any time,
in whole or in part and without penalty. Such written notice shall specify the date on which the
Borrower will make such prepayment and whether the Local Bond will be prepaid in full or in
part, and if in part, the principal amount to be prepaid. Any such partial prepayment shall be
applied against the principal amount outstanding under the Local Bond but shall not postpone the
due date of any subsequent payment on the Local Bond, or change the amount of such
installment, unless the Borrower and the Authority agree otherwise in writing.
ARTICLE VIII
OPERATION AND USE OF SYSTEM
Section 8.1. Ownership and Operation System. Except as may be otherwise
approved by the Authority or permitted by the terms hereof, the System at all times shall be
owned by the Borrower and shall not be operated or controlled by any other entity or person.
Section 8.2. Maintenance. At its own cost and expense, the Borrower shall operate
the System in a proper, sound and economical manner and in compliance with all legal
requirements, shall maintain the System in good repair and operating condition and from time to
time shall make all necessary repairs, renewals and replacements.
Section 8.3. Additions and Modifications. At its own expense, the Borrower from
time to time may make any additions, modifications, replacements or improvements to the
System which it deems desirable and which do not materially reduce the value of the System or
the structural or operational integrity of any part of the System, provided that all such additions,
modifications or improvements comply with all applicable federal, state and local laws, rules,
regulations, orders, permits, authorizations and requirements. All such renewals, replacements,
additions, modifications and improvements shall become part of the System.
Section 8.4. Use of System. The Borrower shall comply with all lawful requirements
of any governmental authority regarding the System, whether now existing or subsequently
enacted, whether foreseen or unforeseen or whether involving any change in governmental
policy or requiring structural, operational and other changes to the System, irrespective of the
cost of making the same.
Section 8.5. Inspection of System and Borrower’s Books and Records. The
Authority and the Department and their duly authorized representatives and agents shall have
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such reasonable rights of access to the System as may be necessary to determine whether the
Borrower is in compliance with the requirements of this Agreement and shall have the right at all
reasonable times and upon reasonable prior notice to the Borrower to examine and copy the
books and records of the Borrower insofar as such books and records relate to the System.
Section 8.6. Ownership of Land. The Borrower shall not construct, reconstruct or
install any part of the System on lands other than those which the Borrower owns or can acquire
title to or a perpetual easement over, in either case sufficient for the Borrower’s purposes, unless
such part of the System is lawfully located in a public street or highway or is a main, conduit,
pipeline, main connection or facility located on land in which the Borrower has acquired a right
or interest less than a fee simple or perpetual easement and such lesser right or interest has been
approved by written opinion of counsel to the Borrower as sufficient for the Borrower’s
purposes.
Section 8.7. Sale or Encumbrance. No part of the System shall be sold, exchanged,
leased, mortgaged, encumbered or otherwise disposed of except as provided in any one of the
following subsections, or as may be otherwise consented and agreed to by the Authority in
writing:
(a) The Borrower may grant easements, licenses or permits across, over or
under parts of the System for streets, roads and utilities as will not adversely affect the use of the
System;
(b) The Borrower may sell or otherwise dispose of property constituting part
of the System if it uses the proceeds of such disposition and any other necessary funds to replace
such property with property serving the same or a similar function; and
(c) The Borrower may sell or otherwise dispose of property constituting part
of the System; provided, however, (i) no such property shall be sold or otherwise disposed of
unless there is filed with the Authority a certificate of the Borrower, signed by an Authorized
Representative, stating that such property is no longer needed or useful in the operation of the
System, and, if the proceeds of such sale or disposition, together with the aggregate value of any
other property sold or otherwise disposed of during the Fiscal Year, shall exceed $125,000, there
shall also be filed with the Borrower and the Authority a certificate of the Consulting Engineer
stating that such property is not necessary or useful to the operation of the System, and (ii) the
proceeds to be received from any sale or disposition shall be applied first to cure any default that
may exist in the payment of the principal of or Cost of Funds on the Local Bond, and then, to the
prepayment of the Local Bond under Article VII hereof.
Section 8.8. Lawful Charges. The Borrower shall pay when due all taxes, fees,
assessments, levies and other governmental charges of any kind whatsoever (collectively, the
“Governmental Charges”) which are (i) assessed, levied or imposed against the System or the
Borrower’s interest in it, or (ii) incurred in the operation, maintenance, use and occupancy of the
System. The Borrower shall pay or cause to be discharged, or shall make adequate provision to
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pay or discharge, all lawful claims and demands for labor, materials, supplies or other objects
which, if unpaid, might by law become a lien upon all or any part of the System (collectively, the
“Mechanics’ Charges”). The Borrower, however, after giving the Authority ten (10) days’ notice
of its intention to do so, at its own expense and in its own name, may contest in good faith any
Governmental Charges or Mechanics’ Charges. If such a contest occurs, the Borrower may
permit the same to remain unpaid during the period of the contest and any subsequent appeal
unless, in the reasonable opinion of the Authority, such action may impair the System, in which
event, such Governmental Charges or Mechanics’ Charges promptly shall be satisfied or secured
by posting with the Authority or an appropriate court a bond in form and amount reasonably
satisfactory to the Authority. Upon request, the Borrower shall furnish to the Authority proof of
payment of all Governmental Charges and the Mechanics’ Charges required to be paid by the
Borrower under this Agreement.
ARTICLE IX
INSURANCE, DAMAGE AND DESTRUCTION
Section 9.1. Insurance. Unless the Authority otherwise agrees in writing, the
Borrower continuously shall maintain or cause to be maintained insurance against such risks as
are customarily insured against by public bodies operating systems similar in size and character
to the System, including, without limitation:
(a) Insurance in the amount of the full replacement cost of the System’s
insurable portions against loss or damage by fire and lightning, with broad form extended
coverage endorsements covering damage by windstorm, explosion, aircraft, smoke, sprinkler
leakage, vandalism, malicious mischief and such other risks as are normally covered by such
endorsements (limited only as may be provided in the standard form of such endorsements at the
time in use in Virginia).
(b) Comprehensive general liability insurance, with at least a combined single
limit of $2,000,000 per year against liability for bodily injury, including death resulting
therefrom, and for damage to property, including loss of use thereof, arising out of the
ownership, maintenance, operation or use of the System.
(c) Unless the Borrower qualifies as a self-insurer under the laws of Virginia,
workers’ compensation insurance.
The Authority shall not have any responsibility or obligation with respect to (i) the
procurement or maintenance of insurance or the amounts or the provisions with respect to
policies of insurance, or (ii) the application of the proceeds of insurance.
The Borrower shall provide no less often than annually and upon the written request of
the Authority a certificate or certificates of the respective insurers evidencing the fact that the
insurance required by this Section is in force and effect.
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Section 9.2. Requirements of Policies. All insurance required by Section 9.1 shall be
maintained with generally recognized, responsible insurance companies selected by the
Borrower and reasonably acceptable to the Authority. Such insurance may be written with
deductible amounts comparable to those on similar policies carried by other utility systems of
like size and character to the System, and shall contain an undertaking by the insurer that such
policy shall not be modified adversely to the interests of, or canceled without at least thirty (30)
days’ prior notice to, the Authority. If any such insurance is not maintained with an insurer
licensed to do business in Virginia or placed pursuant to the requirements of the Virginia Surplus
Lines Insurance Law (Chapter 48, Title 38.2, Code of Virginia of 1950, as amended) or any
successor provision of law, the Borrower shall provide evidence reasonably satisfactory to the
Authority that such insurance is enforceable under Virginia law.
Section 9.3. Notice of Damage, Destruction and Condemnation. In the case of
(i) any damage to or destruction of any material part of the System, (ii) a taking of all or any part
of the System or any right therein under the exercise of the power of eminent domain, (iii) any
loss of the System because of failure of title, or (iv) the commencement of any proceedings or
negotiations which might result in such a taking or loss, the Borrower shall give prompt notice
thereof to the Authority describing generally the nature and extent of such damage, destruction,
taking, loss, proceedings or negotiations.
Section 9.4. Damage and Destruction. If all or any part of the System is destroyed or
damaged by fire or other casualty, and the Local Bond has not been prepaid in full pursuant to
Article VII, the Borrower shall restore promptly the property damaged or destroyed to
substantially the same condition as before such damage or destruction, with such alterations and
additions as the Borrower may determine and which will not impair the capacity or character of
the System for the purpose for which it then is being used or is intended to be used. The
Borrower may apply so much as may be necessary of the Net Proceeds of insurance received on
account of any such damage or destruction to payment of the cost of such restoration, either on
completion or as the work progresses. If such Net Proceeds are not sufficient to pay in full the
cost of such restoration, the Borrower shall pay so much of the cost as may be in excess of such
Net Proceeds. Any balance of such Net Proceeds remaining after payment of the cost of such
restoration shall promptly be applied to the prepayment of the Local Bond pursuant to Article
VII or another lawful purpose.
Section 9.5. Condemnation and Loss of Title. If title to or the temporary use of all or
any part of the System shall be taken under the exercise of the power of eminent domain or lost
because of failure of title, and the Local Bond has not been prepaid in full pursuant to Article
VII, the Borrower shall cause the Net Proceeds from any such condemnation award or from title
insurance to be applied to the restoration of the System to substantially its condition before the
exercise of such power of eminent domain or failure of title. If such Net Proceeds are not
sufficient to pay in full the cost of such restoration, the Borrower shall pay so much of the cost as
may be in excess of such Net Proceeds. Any balance of such Net Proceeds remaining after
payment of the cost of such restoration shall promptly be applied to the prepayment of the Local
Bond pursuant to Article VII or another lawful purpose.
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ARTICLE X
SPECIAL COVENANTS
Section 10.1. Maintenance of Existence. The Borrower shall maintain its existence as
a “local government” (as defined in the Act) of the Commonwealth of Virginia and, without
consent of the Authority and the Department, shall not dissolve or otherwise dispose of all or
substantially all of its assets or consolidate or merge with or into another entity. Notwithstanding
the foregoing, the Borrower may consolidate or merge with or into, or sell or otherwise transfer
all or substantially all of its assets to a political subdivision of the Commonwealth of Virginia,
and the Borrower thereafter may dissolve, if the surviving, resulting or transferee political
subdivision, if other than the Borrower, assumes, in written form acceptable to the Authority and
the Department, all of the obligations of the Borrower contained in the Local Bond and this
Agreement, and there is furnished to the Authority and the Department an Opinion of Counsel
acceptable to the Authority and the Department, subject only to customary exceptions and
qualifications, to the effect that such assumption constitutes the legal, valid and binding
obligation of the surviving, resulting or transferee political subdivision enforceable against it in
accordance with its terms.
Section 10.2. Financial Records and Statements. The Borrower shall maintain proper
books of record and account in which proper entries shall be made in accordance with generally
accepted government accounting standards, consistently applied, of all its business and affairs
related to the System. The Borrower shall have an annual audit of the financial condition of the
Borrower (and at the reasonable request of the Authority, of the System) made by an independent
certified public accountant, within one hundred and eighty (180) days after the end of each Fiscal
Year. The Borrower shall furnish to the Authority copies of such report immediately after it is
accepted by the Borrower. Such report shall include statements in reasonable detail, certified by
such accountant, reflecting the Borrower’s financial position as of the end of such Fiscal Year
and the results of the Borrower’s operations and changes in the financial position of its funds for
the Fiscal Year.
Section 10.3. Certificate as to No Default. The Borrower shall deliver to the
Authority, within one hundred and eighty (180) days after the close of each Fiscal Year, a
certificate signed by an Authorized Representative stating that, during such year and as of the
date of such certificate, no event or condition has happened or existed, or is happening or
existing, which constitutes an Event of Default or a Default, or if such an event or condition has
happened or existed, or is happening or existing, specifying the nature and period of such event
or condition and what action the Borrower has taken, is taking or proposes to take to rectify it.
Section 10.4. Reserved.
Section 10.5. Reserved.
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Section 10.6. Further Assurances. The Borrower shall to the fullest extent permitted
by law pass, make, do, execute, acknowledge and deliver such further resolutions, acts, deeds,
conveyances, assignments, transfers and assurances as may be necessary or desirable for the
better assuring, conveying, granting, assigning and confirming the rights, granted or assigned by
this Agreement, or as may be required to carry out the purposes of this Agreement. The
Borrower shall at all times, to the fullest extent permitted by law, defend, preserve and protect all
rights of the Authority, the Department and the Board under this Agreement against all claims
and demands of all persons.
Section 10.7. Other Indebtedness. The Borrower agrees to pay when due all amounts
required by any other bonded indebtedness and to perform all of its obligations in connection
therewith.
Section 10.8. Assignment by Borrower. The Borrower may not assign its rights under
this Agreement without the prior written consent of the Authority and the Department. If the
Borrower desires to assign its rights under this Agreement to another “local government” (as
defined in the Act), the Borrower shall give notice of such fact to the Authority and the
Department. If the Authority and the Department consent to the proposed assignment, the
Borrower may proceed with the proposed assignment, but such assignment shall not become
effective until the Authority and the Department are furnished (i) an assumption agreement in
form and substance satisfactory to the Authority and the Department by which the assignee
agrees to assume all of the Borrower’s obligations under the Local Bond and this Agreement,
and (ii) an Opinion of Counsel to the assignee, subject to customary exceptions and
qualifications, that the assumption agreement, the Local Bond and this Agreement constitute
legal, valid and binding obligations of the assignee enforceable against the assignee in
accordance with their terms and that the assignment and assumption comply in all respects with
the provisions of this Agreement. Notwithstanding the foregoing, the assignment of the rights of
the Borrower under the Local Bond and this Agreement or the assumption of the obligations
thereunder by the assignee shall in no way be construed as releasing the Borrower’s obligations. Section 10.9. Continuing Disclosure Obligations. (a) For purposes of this Section, the
following terms and phrases shall have the following meanings:
“Annual Financial Information” with respect to any Fiscal Year for the Borrower, means
the following:
(i) the financial statements (consisting of at least a balance sheet and
statement of revenues and expenses) of the Borrower, which financial statements must be
(A) prepared annually in accordance with generally accepted accounting principles in
effect from time to time consistently applied (provided that nothing in this clause (A) will
prohibit the Borrower after the date of this Agreement from changing such other
principles so as to comply with generally accepted accounting principles as then in effect
or to comply with a change in applicable law) and (B) audited by an independent certified
public accountant or firm of such accountants in accordance with generally accepted
auditing standards as in effect from time to time (provided that if audited financial
- 16 -
statements are not available for filing when required by this Section or the Rule (as
defined herein), unaudited financial statements will be filed and audited financial
statements will be filed as soon as possible thereafter); and
(ii) operating data of the type set forth in Exhibit G.
“Dissemination Agent” shall mean any person, reasonably acceptable to the Authority,
whom the Borrower contracts in writing to perform its obligations as provided in subsection (b)
of this Section.
“Leveraging Bonds” means the bonds and other evidences of indebtedness issued and
sold by the Authority pursuant to the Virginia Resources Authority Act, Chapter 21, Title 62.1 of
the Code of Virginia (1950), as amended, the Act, and any successor provisions of law, including
without limitation the bonds and other evidences of indebtedness issued by the Authority under
the Second Amended and Restated Master Indenture of Trust dated as of September 1, 2020,
between the Authority and U.S. Bank National Association, as trustee, as supplemented and
amended.
“Local Government” shall have the meaning set forth in Section 62.1-199 of the Code of
Virginia of 1950, as amended.
“Local Obligations” shall mean any bonds, notes, debentures, interim certificates, bond,
grant or revenue anticipation notes, leases or any other evidences of indebtedness of a Local
Government evidencing a loan made by the Authority to a Local Government from the Fund or
the proceeds of Leveraging Bonds.
“Make Public” or “Made Public” shall have the meaning set forth in subsection (c) of this
Section.
“Material Local Government” shall mean a Local Government that satisfies a set of
objective criteria established by the Authority at the time of sale of each series of Leveraging
Bonds and based on the level of participation of each Local Government in the aggregate
outstanding principal amount of all Local Obligations. For all Leveraging Bonds currently
outstanding as of the date of this Agreement, a Material Local Government is any Local
Government whose aggregate outstanding principal amount of Local Obligations represents
twenty percent (20%) or more of the aggregate outstanding principal amount of all Local
Obligations.
“Rule” means Rule 15c2-12, as it may be amended from time to time, under the
Securities Exchange Act of 1934 and any similar rules of the SEC relating to disclosure
requirements in the offering and sale of municipal securities, all as in effect from time to time.
“SEC” means the U.S. Securities and Exchange Commission.
- 17 -
(b) The Borrower shall Make Public or cause to be Made Public:
(1) Within 270 days after the end of the Borrower’s Fiscal Year (commencing
with the Fiscal Year in which the Closing Date occurs), Annual Financial Information for
such Fiscal Year as of the end of which the Borrower constitutes a Material Local
Government. Annual Financial Information may be set forth in the documents Made
Public or may be included by reference in a document Made Public to any document
previously filed with the SEC. If the document referred to is a final official statement
within the meaning of the Rule, then it must be available from the Municipal Securities
Rulemaking Board (“MSRB”).
(2) In a timely manner, notice of any failure by the Borrower to Make Public
or cause to be Made Public Annual Financial Information pursuant to the terms of part
(1) of this subsection.
(c) For purposes of this Section, information and notices shall be deemed to have
been Made Public if transmitted to the Authority and to the MSRB for publication on its
Electronic Municipal Market Access system (“EMMA”). All documents provided to the MSRB
shall be accompanied by identifying information prescribed by the Authority and the MSRB.
(d) The Borrower shall also notify the Authority within five (5) business days of becoming aware of any of the following events that may from time to time occur with respect to the Local Bond:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on any credit enhancement reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB) or other notices or determinations with respect to the tax status
of the Local Bond, or other events affecting the tax status of the Local Bond;
(7) modifications to rights of the holders of the Local Bond;
(8) bond calls and tender offers;
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(9) defeasances of all or any portion of the Local Bond;
(10) release, substitution, or sale of property securing repayment of the Local
Bond;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the Borrower *;
(13) the consummation of a merger, consolidation or acquisition involving the
Borrower or the sale of all or substantially all of the assets of the Borrower, other
than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms;
(14) appointment of a successor or additional trustee or the change in the name
of a trustee;
(15) incurrence of a financial obligation ** of the Borrower, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar
terms of a financial obligation of the Borrower, any of which affect security holders,
if material; and
(16) default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a financial obligation of the Borrower, any
of which reflect financial difficulties.
(e) Notwithstanding anything in this Agreement to the contrary, the Borrower need
not comply with the provisions of subsections (a) through (d) above unless and until the
Authority has notified the Borrower that it satisfied the objective criteria for a Material Local
Government as of the end of the Authority’s immediately preceding fiscal year.
* This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent or similar officer for the Borrower in a proceeding under the U.S. Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the Borrower, or if such jurisdiction has been assumed by
leaving the existing governing body and officials or officers in possession but subject to the supervision
and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Borrower.
** The term “financial obligation” is defined to mean a (A) debt obligation; (B) derivative instrument
entered into in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (C) a guarantee of (A) or (B). The term “financial obligation” does not include municipal
securities as to which a final official statement has been otherwise provided to the MSRB consistent with
the Rule.
- 19 -
(f) The obligations of the Borrower under this Section will terminate upon the
redemption, defeasance (within the meaning of the Rule) or payment in full of all of the
Leveraging Bonds.
(g) The Borrower may modify its continuing disclosure obligations in this Section
without the consent of holders of the Leveraging Bonds provided that this Section as so modified
complies with the Rule as it exists at the time of modification. The Borrower shall within a
reasonable time thereafter send to the Authority and the MSRB through EMMA a description of
such modification(s).
(h) (1) If the Borrower fails to comply with any covenant or obligation set forth
in this Section, any holder (within the meaning of the Rule) of Leveraging Bonds then
Outstanding may, by notice to the Borrower, proceed to protect and enforce its rights and
the rights of the holders by an action for specific performance of the Borrower’s
covenants or obligations set forth in this Section.
(2) Notwithstanding anything herein to the contrary, any failure of the
Borrower to comply with any obligation regarding Annual Financial Information
specified in this Section (i) shall not be deemed to constitute an Event of Default under
this Agreement and (ii) shall not give rise to any right or remedy other than that described
in part (h)(1) of this Section.
(i) The Borrower may from time to time disclose certain information and data in
addition to that required under this Section. Notwithstanding anything in this Agreement to the
contrary, the Borrower shall not incur any obligation to continue to provide, or to update, such
additional information or data.
(j) The Borrower may, from time to time, appoint or engage a Dissemination Agent
to assist it in carrying out its obligation to Make Public the Annual Financial Information, and
may discharge any such Agent, with or without appointing a successor Dissemination Agent.
Section 10.10. Davis-Bacon Act. To the extent applicable to the Borrower with respect
to the Project, the Borrower agrees to comply with the Davis-Bacon Act and related acts, as
amended, with respect to the Project and require that all laborers and mechanics employed by
contractors and subcontractors for the Project shall be paid wages at rates not less than those
prevailing on projects of a similar character, as determined by the United States Secretary of
Labor in accordance with Section 513 of the Federal Water Pollution Control Act, as amended.
The parties hereto acknowledge that the Western Virginia Water Authority (“WVWA”) is
responsible for overseeing the construction of the facility improvements at the [Roanoke
Regional Water Pollution Control Plant], a portion of which is being financed by the Borrower as
the Project hereunder.
Section 10.11. American Iron and Steel. To the extent applicable to the Borrower with
respect to the Project, the Borrower agrees to comply with Section 608 of the Federal Water
- 20 -
Pollution Control Act and related acts, as amended, with respect to the Project and require that
all iron and steel products used for the Project are to be produced in the United States as required
under such act. The term “iron and steel products” is defined to mean the following products
made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other
municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel,
reinforced precast concrete and construction materials. The parties hereto acknowledge that the
WVWA is responsible for overseeing the construction of the facility improvements at the
[Roanoke Regional Water Pollution Control Plant], a portion of which is being financed by the
Borrower as the Project hereunder.
Section 10.12. Fiscal Sustainability Plan. The Borrower agrees to develop and
implement a fiscal sustainability plan (“FSP”) to the reasonable satisfaction of the Department
that includes but is not limited to: (1) an inventory of critical assets that are part of the treatment
works, (2) evaluation of the condition and performance of inventoried assets or asset groupings,
(3) certification that the recipient has evaluated and will be implementing water and energy
conservation efforts as part of the plan, and (4) a plan for maintaining, repairing, funding, and as
necessary, replacing the treatment works. Except as may otherwise be approved by the
Department, disbursements shall be held at eighty percent (80%) of the maximum authorized
amount of the Local Bond until a draft FSP is submitted to the Department and at ninety-five
percent (95%) of the maximum authorized amount of the Local Bond until a final FSP is
submitted and approved by the Department. The parties hereto acknowledge that the WVWA is
responsible for overseeing the construction of the facility improvements at the Roanoke Regional
Water Pollution Control Plant, a portion of which is being financed by the Borrower as the
Project hereunder, and WVWA’s development and implementation of a FSP shall satisfy the
requirements of this Section.
Section 10.13. Prohibition on Telecommunications Services or Equipment. To the
extent applicable to the Borrower with respect to the Project, the Borrower agrees to comply with
all federal requirements imposed by 2 C.F.R. § 200.216, implementing P.L. 115-232, Section
889, as amended and supplemented and in effect from time to time, with respect to the Project.
Such requirements include, among other things, that the Borrower is prohibited from obligating
or expending the Local Bond Proceeds to procure or obtain; extend or renew a contract to
procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain
equipment, services, or systems that use certain covered telecommunications equipment or
services as a substantial or essential component of any system, or as critical technology as part of
any system. The parties hereto acknowledge that the Western Virginia Water Authority is
responsible for overseeing the construction of the facility improvements at the [Roanoke
Regional Water Pollution Control Plant], a portion of which is being financed by the Borrower as
the Project hereunder.
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ARTICLE XI
DEFAULTS AND REMEDIES
Section 11.1. Events of Default. Each of the following events shall be an “Event of
Default”:
(a) The failure to pay when due any payment of principal or Cost of Funds
due hereunder or to make any other payment required to be made under the Local Bond or this
Agreement;
(b) The Borrower’s failure to perform or observe any of the other covenants,
agreements or conditions of the Local Bond or this Agreement and the continuation of such
failure for a period of thirty (30) days after the Authority gives the Borrower written notice
specifying such failure and requesting that it be cured, unless the Authority shall agree in writing
to an extension of such time prior to its expiration; provided, however, if the failure stated in the
notice is correctable but cannot be corrected within the applicable period, the Authority will not
unreasonably withhold its consent to an extension of such time if corrective action is instituted
by the Borrower within the applicable period and diligently pursued until the Default is
corrected;
(c) Any warranty, representation or other statement by or on behalf of
Borrower contained in this Agreement or in any instrument furnished in compliance with or in
reference to this Agreement or in connection with the issuance and sale of the Local Bond is
false or misleading in any material respect;
(d) Reserved;
(e) The occurrence of a default by the Borrower under the terms of any
general obligation indebtedness to which it has pledged its full faith and credit, and the failure to
cure such default or obtain a waiver thereof within any period of time permitted thereunder;
(f) Any proceeding shall be instituted, with the Borrower’s consent or
acquiescence, for the purpose of effecting a composition between the Borrower and its creditors
or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state
statute now or hereafter enacted, if the claims of such creditors are under any circumstances
secured by the Borrower’s full faith and credit; or
(g) Any bankruptcy, insolvency or other similar proceeding shall be instituted
by or against the Borrower under any federal or state bankruptcy or insolvency law now or
hereinafter in effect and, if instituted against the Borrower, is not dismissed within sixty (60)
days after filing.
Section 11.2. Notice of Default. The Borrower agrees to give the Authority prompt
written notice if any order, decree or proceeding referred to in Section 11.1(e), (f) or (g) is
entered or instituted against the Borrower or of the occurrence of any other event or condition
- 22 -
which constitutes a Default or an Event of Default immediately upon becoming aware of the
existence thereof.
Section 11.3. Remedies on Default. Whenever any Event of Default referred to in
Section 11.1 shall have happened and be continuing, the Authority shall, in addition to any other
remedies provided herein or by law, including rights specified in the Act, have the right, at its
option without any further demand or notice, to take one or both of the following remedial steps:
(a) Declare immediately due and payable all payments due or to become due
on the Local Bond and under this Agreement, and upon notice to the Borrower, the same shall
become immediately due and payable by the Borrower without further notice or demand; and
(b) Take whatever other action at law or in equity may appear necessary or
desirable to collect the payments then due and thereafter to become due on the Local Bond and
under this Agreement or to enforce any other of the Fund’s, the Authority’s, the Department’s or
the Board’s rights under this Agreement or to enforce performance by the Borrower of its
covenants, agreements or undertakings contained herein or in the Local Bond, which the
Borrower hereby agrees are assigned to the Authority upon the occurrence of an Event of
Default.
Section 11.4. Delay and Waiver. No delay or omission to exercise any right or power
accruing upon any Default or Event of Default shall impair any such right or power or shall be
construed to be a waiver of any such Default or Event of Default or acquiescence therein, and
every such right or power may be exercised from time to time and as often as may be deemed
expedient. No waiver of any Default or Event of Default under this Agreement shall extend to or
shall affect any subsequent Default or Event of Default or shall impair any rights or remedies
consequent thereto.
Section 11.5. State Aid Intercept. The Borrower acknowledges that the Authority may
take any and all actions available to it under the laws of the Commonwealth of Virginia,
including Section 62.1-216.1 of the Code of Virginia of 1950, as amended, to secure payment of
the principal of and Cost of Funds on the Local Bond, if payment of such principal or Cost of
Funds shall not be paid when the same shall become due and payable.
ARTICLE XII
MISCELLANEOUS
Section 12.1. Successors and Assigns. This Agreement shall be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors and assigns.
Section 12.2. Amendments. The Authority and the Borrower, with the written consent
of the Department, shall have the right to amend from time to time any of the terms and
conditions of this Agreement, provided that all amendments shall be in writing and shall be
signed by or on behalf of the Authority and the Borrower; provided, however, that the written
- 23 -
consent of the Department shall not be required for the Authority and the Borrower to amend
Articles I, V, IX and XI or Section 10.9 of this Agreement.
Section 12.3. Liability of Officials. In the absence of fraud, no present or future
director, official, officer, employee or agent of the Borrower shall be liable personally in respect
of this Agreement or the Local Bond or for any other action taken by such individual pursuant to
or in connection with the financing provided for in this Agreement or the Local Bond.
Section 12.4. Applicable Law. This Agreement shall be governed by the applicable
laws of Virginia.
Section 12.5. Severability. If any clause, provision or section of this Agreement shall
be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or
Section shall not affect the remainder of this Agreement which shall be construed and enforced
as if such illegal or invalid clause, provision or section had not been contained in this Agreement.
If any agreement or obligation contained in this Agreement is held to be in violation of law, then
such agreement or obligation shall be deemed to be the agreement or obligation of the Authority
and the Borrower, as the case may be, only to the extent permitted by law.
Section 12.6. Notices. Unless otherwise provided for herein, all demands, notices,
approvals, consents, requests, opinions and other communications under the Local Bond or this
Agreement shall be in writing and shall be deemed to have been given when delivered in person
or mailed by first class registered or certified mail, postage prepaid, addressed as follows:
Fund: Virginia Water Facilities Revolving Fund
c/o Virginia Resources Authority
1111 East Main Street, Suite 1920
Richmond, VA 23219
Attention: Executive Director
Authority: Virginia Resources Authority
1111 East Main Street, Suite 1920
Richmond, VA 23219
Attention: Executive Director
Department State Water Control Board
and Board: Department of Environmental Quality
P. O. Box 1105
Richmond, VA 23218
Attention: Executive Director
Borrower: Town of Vinton, Virginia
311 S. Pollard Street
Vinton, VA 24179
Attention: Town Manager
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A duplicate copy of each demand, notice, approval, consent, request, opinion or other
communication given by any party named in this Section shall also be given to each of the other
parties named. The Authority, the Department, the Board and the Borrower may designate, by
notice given hereunder, any further or different addresses to which subsequent demands, notices,
approvals, consents, requests, opinions or other communications shall be sent or persons to
whose attention the same shall be directed.
Section 12.7. Right to Cure Default. If the Borrower shall fail to make any payment or
to perform any act required by it under the Local Bond or this Agreement, the Authority without
prior notice to or demand upon the Borrower and without waiving or releasing any obligation or
default, may (but shall be under no obligation to) make such payment or perform such act. All
amounts so paid by the Authority and all costs, fees and expenses so incurred shall be payable by
the Borrower as an additional obligation under this Agreement, together with interest thereon at
the rate of interest of five percent (5.0%) per annum until paid. The Borrower’s obligation under
this Section shall survive the payment of the Local Bond.
Section 12.8. Headings. The headings of the several articles and sections of this
Agreement are inserted for convenience only and do not comprise a part of this Agreement.
Section 12.9. Term of Agreement. This Agreement shall be effective upon its
execution and delivery, provided that the Local Bond shall have been previously or
simultaneously executed and delivered. Except as otherwise specified, the Borrower’s
obligations under the Local Bond and this Agreement shall expire upon payment in full of the
Local Bond and all other amounts payable by the Borrower under this Agreement.
Section 12.10. Commitment Letter. The Commitment Letter is an integral part of this
Agreement and shall survive closing hereunder.
Section 12.11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together shall constitute but one
and the same instrument.
[Signature Page Follows]
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WITNESS the following signatures, all duly authorized.
VIRGINIA RESOURCES AUTHORITY, as
Administrator of the Virginia Water Facilities
Revolving Fund
By: _____________________________________
Its: _____________________________________
TOWN OF VINTON, VIRGINIA
By: _____________________________________
Its: _____________________________________
EXHIBIT A
FORM OF LOCAL BOND
TOWN OF VINTON, VIRGINIA
C-515765
[To Come from Borrower’s Bond Counsel]
EXHIBIT B
PROJECT DESCRIPTION
TOWN OF VINTON, VIRGINIA
C-515765
The Project includes financing the Borrower’s share of wastewater treatment plant upgrades at
Western Virginia Water Authority, together with related expenses.
EXHIBIT C
PROJECT BUDGET
TOWN OF VINTON, VIRGINIA
C-515765
[To Come]
EXHIBIT D
OPINION OF BORROWER’S BOND COUNSEL
TOWN OF VINTON, VIRGINIA
C-515765
[To Come from Borrower’s Bond Counsel]
EXHIBIT E
FORM OF REQUISITION
TOWN OF VINTON, VIRGINIA
C-515765
[LETTERHEAD OF BORROWER]
[Date]
____________, Program Manager
Construction Assistance Program
Department of Environmental Quality
P. O. Box 1105
Richmond, Virginia 23218
Re: Town of Vinton, Virginia
Loan No. C-515765
Dear _____________:
This requisition, Number _____, is submitted in connection with the Financing Agreement,
dated as of __________ 1, 2022 (the “Agreement”), between the Virginia Resources Authority, as
Administrator of the Virginia Water Facilities Revolving Fund, and the Town of Vinton, Virginia
(the “Borrower”). Unless otherwise defined in this requisition, all capitalized terms used herein shall
have the meaning set forth in Article I of the Agreement. The undersigned Authorized
Representative of the Borrower hereby requests disbursement of loan proceeds under the Agreement
in the amount of $______________, for the purposes of payment of the Project Costs as set forth in
Schedule 1 attached hereto.
Attached hereto are invoices relating to the items for which payment is requested.
The undersigned certifies that (a) the amounts requested by the requisition will be applied
solely and exclusively to the payment, or to the reimbursement of the Borrower for the payment, of
Project Costs, and (b) any materials, supplies or equipment covered by this requisition are not
subject to any lien or security interest or such lien or security interest will be released upon payment
of the requisition. In addition, the undersigned certifies that the Borrower has received confirmation
from the Western Virginia Water Authority (“WVWA”) that WVWA is conducting adequate
oversight for compliance with the Davis-Bacon Act and related acts through (a) the review of
payrolls and associated certifications, and (b) the posting of all wage determinations and additional
classifications (as appropriate) on the work site, and through this confirmation, the Borrower has
determined to the best of its ability that it is complying, to the extent applicable to the Borrower with
respect to the Project, with the requirements of the Davis-Bacon Act and related acts. The
undersigned further certifies that the Borrower has received confirmation from WVWA that all
products included in this request satisfy the appropriate provisions of the American Iron and Steel
requirements included in the Agreement.
The undersigned further certifies that (a) no Event of Default or Default has occurred and is
continuing, and no condition exists which, with the passing of time or with the giving of notice or
both, would constitute an Event of Default hereunder, and (b) the representations and warranties of
the Borrower contained in the Agreement are true, correct and complete and the Borrower has
performed all of its obligations thereunder required to be performed as of the date hereof.
Very truly yours,
By: __________________________
Its: _________________________
Attachments
cc: DEQ Regional Engineer (with all attachments)
SCHEDULE 1
VIRGINIA WATER FACILITIES REVOLVING FUND
FORM TO ACCOMPANY REQUEST FOR DISBURSEMENT
REQUISITION #____________
BORROWER: TOWN OF VINTON, VIRGINIA
LOAN NUMBER: C-515765
CERTIFYING SIGNATURE:_________________________________
TITLE:___________________________
Total Net
Amount Previous Expenditures Expenditures Balance
Cost Category Budgeted Disbursements This Period To Date Remaining
TOTALS:
Total Loan Amount $____________
Previous Disbursements $____________
This Request $____________
Loan Proceeds Remaining $____________
EXHIBIT F
RESERVED
EXHIBIT G
OPERATING DATA
TOWN OF VINTON, VIRGINIA
C-515765
Description of Borrower. A description of the Borrower including a summary of its form of
government, budgetary processes and its management and officers.
Debt. A description of the terms of the Borrower’s outstanding tax-supported and other debt
including a summary of outstanding tax-supported debt; a summary of authorized but unissued tax-
supported debt; a summary of legal debt margin; a summary of overlapping debt; and a summary of
annual debt service on outstanding tax-supported debt as of the end of the preceding Fiscal Year.
The Annual Financial Information should also include (to the extent not shown in the latest audited
financial statements) a description of contingent obligations as well as pension plans administered by
the Borrower and any unfunded pension liabilities.
Financial Information and Operating Data. Financial information and operating data
respecting the Borrower including a description of revenues and expenditures for its major funds and
a summary of its tax policy, structure and collections as of the end of the preceding Fiscal Year.
Meeting Date
April 5, 2022
Department
Town Attorney
Issue
Consideration of public comments concerning approving an Ordinance proposing to sell and grant
one or more competitive cable franchises to operate a cable system to provide cable service within
the territorial limits of the Town of Vinton, Virginia.
Summary
Council was briefed at their March 15, 2022 meeting regarding a request from Shentel for a 10-
year franchise with the Town to operate a cable system to provide cable service within the
territorial limits of the Town of Vinton. Following that meeting, a Notice of Public Hearing and
Invitation to Bid was advertised in The Vinton Messenger on March 24 and March 31, 2022.
Prior to the Public Hearing, all bids received will be opened and read by the Town Clerk.
Following the bid opening, Council will proceed to hold a Public Hearing on the proposed
Ordinance and the bids received for the granting of the franchise and will take action on the
Ordinance granting a franchise to the selected bidder.
The Town Attorney will present the staff report on this item during the Public Hearing.
Attachments
Ordinance
Franchise Agreement
Recommendations
Conduct Public Hearing and motion to adopt Ordinance
Town Council
Agenda Summary
ORDINANCE NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY,
APRIL 5, 2022, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA 24179
AN ORDINANCE approving and authorizing the execution of a Competitive Cable Television
Franchise Agreement by and between the Town of Vinton, Virginia and Shentel.
WHEREAS, a public hearing was held on this matter on April 5, 2022, at which public hearing,
citizens and parties in interest were afforded an opportunity to be heard on such matters.
NOW, THEREFORE, BE IT ORDAINED by the Council of the Town of Vinton, Virginia as
follows:
1. Town Council hereby approves the terms of the Competitive Cable Television Franchise
Agreement attached to this Ordinance.
2. The Town Manager is authorized to execute, on behalf of the Town, a Competitive Cable
Television Franchise Agreement by and between the Town and Shentel, in a form
substantially similar to the one attached hereto, and in a form approved by the Town
Attorney. Such Agreement will provide for a term of ten (10) years, from April 5, 2022
through April 4, 2032, and such other terms and conditions as deemed to be in the best
interest of the Town of Vinton.
3. The Town Manager is further authorized to take such further actions and execute such
additional documents as may be necessary to implement and administer such Competitive
Cable Television Franchise Agreement.
4. This ordinance shall take effect upon passage.
This Ordinance adopted on motion made by ______________________, seconded by
______________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
___________________________________
Bradley E. Grose, Mayor
ATTEST:
____________________________________
Susan N. Johnson, CMC, Town Clerk
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COMPETITIVE CABLE TELEVISION
FRANCHISE AGREEMENT
by and between
THE TOWN OF VINTON, VIRGINIA,
and
_______________
as of
______________, 2022
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TABLE OF CONTENTS
Section 1. DEFINITIONS. .......................................................................................................... 5
Section 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS. .............................. 6
2.1. Grant. .................................................................................................................. 6
2.2. Construction of Franchise. ................................................................................. 6
2.3. Police Powers. .................................................................................................... 6
Section 3. FRANCHISE EFFECTIVE DATE, TERM AND FEE. ........................................... 6
Section 4. INTERCONNECT. .................................................................................................... 7
4.1. Interconnection Method. .................................................................................... 7
4.2. EG Interconnection. ............................................................................................ 7
4.3. Interconnection Terms. .........................................................................................
Section 5. CABLE SYSTEM CAPABILITY AND CONSTRUCTION. .................................. 7
5.1. Cable System Characteristics. ............................................................................ 7
5.2. Technical Performance. .................................................................................... 10
5.3. Cable System Construction and Maintenance. ................................................. 11
5.4. Emergency Alert System. ................................................................................. 12
5.5. Cable System Capability and Construction Terms. .......................................... 12
5.6. State of the Art. ................................................................................................ 12
5.7. Annual Technology Summit Meeting. ............................................................. 12
Section 6. PEG ACCESS. .............................................................................................................
6.1. EG Channel. .........................................................................................................
6.2. EG Origination. ....................................................................................................
6.3. Program Content; Control. ...................................................................................
6.4. Alternate Use. .......................................................................................................
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Section 7. CABLE SERVICE TO TOWN FACILITIES. ............................................................
7.1. Courtesy Service to Public Facilities. ...................................................................
7.2. Additional Facility Equipment and Wiring. .........................................................
7.3. Terms of Courtesy Cable Service. ........................................................................
Section 8. EG ACCESS CAPITAL GRANT: COSTS. ............................................................ 16
8.1. EG Capital Fee. ....................................................................................................
8.2. EG Channel Use. ..................................................................................................
8.3. Costs Incidental To The Award Of The Franchise. ..............................................
Section 9. CUSTOMER SERVICE. ......................................................................................... 18
9.1. Customer Service Requirements. ..................................................................... 18
9.2. Customer Service Standards. ............................................................................ 18
9.3. Customer Privacy. ............................................................................................ 18
9.4. Customer Complaints. ...................................................................................... 18
9.5. Customer Service Terms. .....................................................................................
Section 10. REPORTS AND RECORDS. .................................................................................. 20
10.1. Open Books and Records. ................................................................................ 20
10.2. Information Disclosure. .................................................................................... 20
10.3. Reports and Records Terms. ................................................................................
Section 11. COMMUNICATIONS SALES AND USE TAX. ................................................... 21
11.1. Application of Tax. ........................................................................................... 21
11.2. Communications Sales and Use Tax Terms. ........................................................
Section 12. TRANSFER OF FRANCHISE ................................................................................ 21
12.1. Approval Required. .......................................................................................... 21
12.2. No Consent Required. ...................................................................................... 21
12.3. Preservation of Town’s Rights. ........................................................................ 22
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12.4. Approval Does Not Constitute Waiver of Rights. ............................................ 22
12.5. Transfer Terms. ....................................................................................................
Section 13. RENEWAL OF FRANCHISE. ................................................................................ 22
13.1. Federal Law. ..................................................................................................... 22
13.2. Needs Assessment. ........................................................................................... 22
13.3. Informal Renewal. ............................................................................................ 23
13.4. Consistent with Law. ........................................................................................ 23
13.5. Renewal of Franchise Terms. ...............................................................................
Section 14. ENFORCEMENT OR TERMINATION OF FRANCHISE ................................... 23
14.1. Notice of Violation. .......................................................................................... 23
14.2. Grantee’s Right to Cure or Respond ................................................................ 23
14.3. Quarterly Standards. ......................................................................................... 24
14.4. Enforcement. .................................................................................................... 24
14.5. Liquidated Damages. ........................................................................................ 25
14.6. Waiver. ............................................................................................................. 27
14.7. Single Violation. ............................................................................................... 27
14.8. Assessment of Liquidated Damages. ................................................................ 27
14.9. Letter of Credit. ................................................................................................ 28
14.10. Revocation. ....................................................................................................... 29
14.11. Enforcement or Termination of Franchise Terms. ...............................................
Section 15. INSURANCE AND INDEMINIFICATION ........................................................... 30
15.1. Insurance Coverage. ......................................................................................... 30
15.2. Insurance Terms. .............................................................................................. 31
15.3. Indemnification Provisions. .............................................................................. 31
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15.4. Insurance and Indemnification Terms. .................................................................
Section 16. FORCE MAJEURE ................................................................................................. 33
16.1. Force Majeure Definition. ................................................................................ 33
16.2. Force Majeure Conditions. ............................................................................... 33
Section 17. NON-DISCRIMINATION. ..................................................................................... 34
Section 18. MISCELLANEOUS PROVISIONS ........................................................................ 34
18.1. Counterpart Copies. .......................................................................................... 34
18.2. Nonwaiver. ....................................................................................................... 34
18.3. Rights of Third Parties. .................................................................................... 34
18.4. Forum Selection and Choice Of Law. .............................................................. 35
18.5. Captions and Headings. .................................................................................... 35
18.6. Faith Based Organization. ................................................................................ 35
18.7. Notice. .............................................................................................................. 35
18.8. Entire Agreement and Amendments. ............................................................... 36
18.9. Exhibits. ............................................................................................................ 36
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COMPETITIVE CABLE TELEVISION FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT (“Franchise”) is made and entered into as of the
_______ day of ____________________, 2022, by and between the Town of Vinton, a Virginia
municipal corporation ("Town" or "Grantor"), and ______________________ (“___” or
"Grantee"):
WHEREAS the Grantee has requested a competitive cable franchise pursuant to 47 C.F.R.
§ 76.41 ("Franchise"); and
WHEREAS the Town and the Grantee have negotiated fair and reasonable franchising
terms; and
WHEREAS the Town Council, after holding a public hearing on the terms of a competitive
cable franchise of which the public was afforded notice and at which the public was afforded
opportunity to comment, adopted Ordinance No._______________ effective _______________,
2022, to grant to the Grantee a competitive cable television franchise at a duly authorized and
regular meeting, pursuant to the provisions of the Cable Act, Virginia Constitution, Virginia Code,
Town Charter, and the Town ordinances.
NOW THEREFORE in consideration of such grant of a competitive cable franchise to the
Grantee, the parties agree as follows:
Section 1. DEFINITIONS.
Unless otherwise defined in this Franchise, terms used in this Franchise have the meanings
given to them in the list of Definitions attached as Exhibit A. Terms not defined in this Franchise
have their common and ordinary meaning.
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Section 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS.
2.1. Grant. The Town hereby grants to the Grantee a franchise to operate a cable system
to provide cable service within the territorial limits of the Town in accordance with the terms and
conditions set forth below. The Grantee's Franchise Area shall be the territorial limits of the Town.
2.2. Construction of Franchise.
2.2.1. The provisions of this Franchise shall be construed to effectuate their objectives.
2.2.2. In the event of a conflict between this Franchisent and the Virginia Code, the
Virginia Code shall prevail.
2.2.3. Nothing herein shall be construed to limit the scope or applicability of Section
625 of the Communications Act, 47 U.S.C. § 545.
2.3. Police Powers. Except as otherwise provided in this Section 2.2, the Grantee’s
rights under this Franchise shall be subject to the lawful police powers of the Town to adopt and
enforce ordinances of general applicability necessary to protect and preserve the health, safety and
welfare of the public. The Grantee shall comply with all applicable general laws and ordinances
lawfully enacted by the Town pursuant to such police powers. The Town agrees that ordinances
which it adopts that impact this Franchise must be enacted upon reasonable conditions and of a
character appropriate to the public purpose justifying enactment. Nothing herein prohibits the
Grantee from challenging any future ordinances enacted by the Town as may be permitted under
applicable law.
Section 3. FRANCHISE EFFECTIVE DATE, TERM, AND FEE.
The effective date of the Franchise Agreement shall be ________________. The term of
the Franchise shall be 10 years, commencing on _________________, 2022, and expiring at
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midnight on _______________, 2032, unless sooner terminated in accordance with Section 14.10
herein, or by other applicable law.
Section 4. INTERCONNECT.
4.1. Interconnection Method. The Grantee shall design the Grantee’s Cable System so that
it is capable of interconnecting with other similar communications networks at suitable locations
as determined by the Grantee. Interconnection capabilities shall be provided for the exchange of
all EG signals designated in Section 6. Interconnection of systems may be made by direct fiber
connection or other appropriate methods. Such interconnection shall preserve the quality of the
EG signals so that there is no significant degradation between the signals as received by the
Grantee and the signals as transmitted to the interconnecting system.
4.2. EG Interconnection. At the request of the Town, the Grantee shall, to the extent
permitted by applicable law and its contractual obligations to third parties, use every reasonable
effort to negotiate an interconnection agreement with any other Cable System in the Town for the
EG channels. The Grantee will continue to interconnect with any other franchised cable operator
that is operating in the Town as of the Effective Date. Nothing in this Franchise shall determine
the extent to which the Grantee or the interconnecting system shall bear the costs of
interconnection.
Section 5. CABLE SYSTEM CAPABILITY AND CONSTRUCTION.
5.1. Cable System Characteristics. The Grantee’s Cable System shall meet or exceed the
following requirements:
5.1.1. The Cable System shall be designed with an initial analog and digital carrier
passband between 50 and 750 MHz, or such higher standard as may be specified by the FCC.
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5.1.2. The Cable System shall be designed to be an active two-way plant for subscriber
interaction, if any, required for selection or use of Cable Service.
5.1.3. Shall include modern design utilizing an architecture that will permit additional
improvements necessary for high quality and reliable service throughout the term of the Franchise.
5.1.4. Shall have protection against outages due to power failures, so that backup power
is available at a minimum for at least 24 hours at the headend, and conforming to industry
standards, but in no event rated for less than four hours, at each node. Such standby power supplies
shall cut in automatically on failure of utility AC power, and revert automatically to utility power
when it is restored.
5.1.5. Facilities and equipment shall be sufficient to cure violations of any applicable
FCC technical standards and to ensure that the Cable System remains in compliance with the
standards specified in Section 5.1.18.
5.1.6. Shall have facilities and equipment as necessary to maintain, operate, and evaluate
the Cable System to comply with any applicable FCC technical standards, as such standards may
be amended from time to time.
5.1.7. All facilities and equipment must be designed to be capable of continuous twenty-
four (24) hour daily operation in accordance with applicable FCC standards except as caused by a
Force Majeure event.
5.1.8. All facilities and equipment must be designed, built and operated in such a manner
as to comply with all applicable FCC requirements regarding (i) consumer electronic equipment
and (ii) interference with the reception of off-the-air signals by a subscriber.
5.1.9. All facilities and equipment must be designed, built and operated in compliance
with all applicable safety codes.
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5.1.10. Shall have sufficient trucks, tools, testing equipment, monitoring devices and
other equipment and facilities and trained and skilled personnel required to enable Grantee to
comply with applicable law and its obligations under this Franchise, including applicable customer
service standards.
5.1.11. Shall have all facilities and equipment required to properly test the Cable System
in accordance with applicable law, conduct an ongoing and active program of preventive
maintenance and quality control, and to be able to quickly respond to customer complaints and
resolve system problems.
5.1.12. Shall be designed to be capable of interconnecting with other similar
communications networks in the Franchise Area as set forth in Section 4 of this Franchise.
5.1.13. Facilities and equipment at the headend shall allow Grantee to transmit or
cablecast signals in substantially the form received, without substantial alteration or deterioration
in the content and functionalities associated with the signal. For example, the headend should
include equipment that will transmit color video signals received at the headend in color, stereo
audio signals received at the headend in stereo, and a signal received with a secondary audio track
with both audio tracks. Similarly, all closed-captioned programming retransmitted over the Cable
System shall include the closed-captioned signal in a manner that renders that signal available to
Subscriber equipment used to decode the captioning.
5.1.14. Shall be capable of transmitting in high definition any Channels that are received
in high definition format. Actual carriage of any such high definition Channels will be at the
Grantee's sole discretion.
5.1.15. Shall offer parental control options, which will at a minimum offer as an option
that a Person ordering programming must provide a personal identification number or other means
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provided by Grantee only to a Subscriber. Provided, however, that Grantee shall bear no
responsibility for the exercise of parental controls and shall incur no liability under this Franchise
for any Subscriber’s or viewer’s exercise or failure to exercise such controls.
5.1.16. Must provide for expansion for additional channels, channel capacity, and/or
upgrades of any kind to the Cable System is solely within the control and discretion of the Grantee.
5.1.17. With the exception of any EG Channels, all content and programming of Cable
Services, including the mix, level, and/or quality of such content and programming, shall remain
in the sole discretion of the Grantee.
5.1.18. The Cable System must conform to or exceed all applicable FCC technical
performance standards, as amended from time to time, and shall conform in all material respects
to applicable sections of the following standards and regulations to the extent such standards and
regulations remain in effect and are consistent with accepted and applicable industry procedures:
5.1.18.1. Occupational Safety and Health Administration (OSHA) Safety and
Health Standards;
5.1.18.2. National Electrical Code;
5.1.18.3. National Electrical Safety Code;
5.1.18.4. Obstruction Marking and Lighting, AC 70/7460 i.e., Federal Aviation
Administration;
5.1.18.5. Constructing, Marking and Lighting of Antenna Structures, Federal
Communications Commission Rules, Part 17; and
5.1.18.6. The Virginia Uniform Statewide Building Code.
5.2. Technical Performance. The Cable System shall meet or exceed applicable FCC’s
technical standards (Subpart K of Part 76 of the FCC’s Rules).
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5.3. Cable System Construction and Maintenance.
5.3.1. The Town shall have the right to inspect all construction or installation work
performed by Grantee within the Franchise Area, and to make such inspections as the Town deems
necessary to ensure compliance with this Franchise and other pertinent provisions of law. No poles,
underground conduits, or other wire or cable-holding structures shall be erected by Grantee
without prior approval of the Town or its duly authorized personnel, or, unless such consent is not
required by applicable law, by abutting property owners where the Town does not own, or hold
some other right of way property interests in, the area in which such structures are to be erected.
To the extent possible, Grantee shall use existing poles and underground conduits throughout the
Town. Any poles, underground conduits, or other fixtures that Grantee is authorized by the Town
to install must be placed in a manner so that they do not interfere with or obstruct the usual travel
on the public Streets or interfere with any existing utility services. All construction activities of
Grantee shall be conducted in a workmanlike manner that will cause minimum interference with
the rights and reasonable convenience of the public's and other utilities' use of the Streets and of
the property owners directly affected thereby. Grantee shall maintain all structures, cable, and
related Cable System equipment that are located in, over, under, and upon the Streets in a safe,
suitable, substantial condition and in good order and repair at all times. All construction,
installation and repair by Grantee shall be effectuated in a manner that is consistent with the FCC's
rules, relevant local building codes, zoning ordinances and laws, all Town and other governmental
laws, codes, or ordinances relating to public works or the Streets, and other regulatory
requirements, the National Electrical Safety Code, and other standards of general applicability to
Cable Systems. Grantee shall not commence any construction without obtaining all local zoning
and other approvals, permits and other licenses generally applicable to other entities performing
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such construction, and paying all costs and fees normally imposed or charged therefor. Whenever
electric utilities and telecommunications facilities are located underground within a public way of
the Town, Grantee, with permission to occupy the same public way, must also locate its facilities
underground.
5.4. Emergency Alert System. Grantee shall comply with the Emergency Alert System
("EAS") Federal Emergency Alert System regulations, 47 C.F.R. Part 76, Subpart U.
5.5. Cable System Capability and Construction Terms. Reserved.
5.6. State of the Art. Throughout the term of this Franchise, Grantee shall maintain and
upgrade the Cable System and the technical performance of the Cable System so as to keep pace
with the developments in the State-of-the-Art as defined herein. For purposes of this subsection,
"State-of-the-Art'' means that level of technical performance or capacity, service, or cable system
plant, for which there is a reasonable demonstrated market demand and which has been
demonstrated by existing cable system operators and reputable equipment suppliers to be workable
in the field, but not exceeding that level of technical performance or capacity which has been
installed and is operating at the time in at least two (2) other cable systems of comparable or smaller
size owned and not operated by Grantee or an affiliate of Grantee.
5.7. Annual Technology Summit Meeting. The Town may request a meeting once per year
with the Grantee to discuss new and upcoming technology and the developments in the State-of-
the-Art related to the Cable System, and the plans the Grantee has for bringing such technology to
the Grantee's Franchise Area. Upon the request of the Town for such meeting, Grantee shall
schedule the meeting within 30 days of such request.
Section 6. EG ACCESS.
6.1. EG Channel.
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6.1.1. Except as otherwise provided herein, Grantee shall provide any EG Channel(s) as
part of Basic Cable Service throughout the life of this Franchise. If there is not Basic Cable Service,
Grantee shall provide the EG Channels as part of the service provided to every Subscriber, at no
additional charge to Subscribers for EG Channels.
6.1.2. The Grantee shall initially provide one (1) standard definition downstream EG
Channel (“Initial EG Channel”). Upon request by the Town, the Grantee shall provide a second
standard definition EG Channel (“Second EG Channel”) upon a showing by the Town that the
then-existing EG Channel is being used to air at least forty (40) hours of original, locally-produced
programming per week (not including bulletin board-style programming). The Grantee shall
provide the Second EG Channel within one hundred twenty (120) days after written request by the
Town.
6.1.3. The Grantee shall not arbitrarily or capriciously change the EG Channel
assignment(s), and the Grantee shall take reasonable steps to minimize the number of such
changes. The Grantee may change the EG Channel assignment(s) as it deems appropriate so long
as it provides at least thirty (30) days prior written notice to the Town, and reimburses the Town
for the reasonable costs including, but not limited to, logo modifications, stationery, promotion,
and advertising, not to exceed $2,500 per change.
6.1.4. Use of the EG Channels shall be to air non-commercial EG access programming
and any other non-commercial programming, consistent with Section 611 of the Cable Act (47
U.S.C. § 531) at the Town’s sole discretion. The Grantee shall not charge the County, City, or
Town or any other authorized user of the EG Channel(s) for the use of such channels.
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6.1.5. No control over EG access program content shall be exercised by the Grantee
except to enforce the limitations on commercial use described herein or as otherwise permitted by
the FCC and other federal, state, or local laws.
6.1.6. The Grantee may use the EG Channels for any lawful purpose during such periods
as they are not being used for EG access purposes, provided that EG access use shall have priority
at all times.
6.2. EG Origination.
6.2.1. The Grantor’s EG origination has been upgraded to digitally-based video
production facilities at Roanoke Valley TV, 541 Luck Avenue SW, Roanoke, Virginia 24016
(“RVTV”), and the Grantee shall coordinate with RVTV to provide transport to its system in
accordance with this Franchise. The Grantee shall use dedicated fully fiber optic links between its
headend and RVTV so that signals can be generated at RVTV and routed onto the appropriate EG
Channel. Such signal transport to be provided by the Grantee includes all equipment necessary for
amplification, optical conversion, receiving, transmitting, switching, and headend processing of
upstream EG signals from RVTV and the placement of these EG signals onto the appropriate EG
channel. Notwithstanding the foregoing, all such equipment, including but not limited to the fiber
electronics at RVTV, shall be installed, repaired, and maintained in good working order by the
Grantee on the Grantee’s side of the Demarcation Point; provided, however, that the Grantee shall
not be responsible for the cost of repairing any damage caused by RVTV or its agents or invitees.
Grantee’s obligation with respect to such signal transport shall be dependent on RVTV providing
the Grantee, without charge, such space, electrical power supply, access, and other facilities and
cooperation as may be necessary to allow the Grantee to fulfill its duties under this Franchise with
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respect to such signal transport. The dedicated channels, if more than one, may be multiplexed into
backbone fiber rings at the nearest hub or node to the origination point for return to the headend.
6.2.2. RVTV shall be solely responsible for all personnel, equipment, and maintenance
on RVTV’s side of the Demarcation Point.
6.2.3. The Grantee shall maintain, at RVTV’s expense, the optical combiner and
multiplexer located at its headend, and the fiber optic link from its headend to RVTV.
6.2.4. RVTV shall be solely responsible for any personnel, equipment, and maintenance
required to originate an optical signal at an RVTV Remote Site and to receive such optical signal(s)
at RVTV.
Section 7. CABLE TV TO TOWN FACILITIES.
7.1. Courtesy Drop to Public Facilities. The Grantee shall provide the following, at no
charge, at each fire station, public school, police station, public library, and such Town facilities
as may be used for public purposes as listed in Exhibit D, and for which the Grantee is to be
provided access without charge; or any newly constructed or acquired government building as may
be reasonably designated by the Town to meet such criteria (collectively, “Additional Buildings”),
so long as such Additional Buildings do not exceed ten (10) during the term of this Franchise;
provided, however, that if it is necessary to extend the Grantee’s trunk or feeder lines more than
150 feet solely to provide service to any such school or public building, the Town shall have the
option of paying the lower of any contract the Grantee may have with the Town for such services
or the Grantee’s normal commercial charges for such extension in excess of 150 feet itself, or of
releasing the Grantee from or postponing the Grantee’s obligation to provide service to such
building:
7.1.1. One Cable Service drop;
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7.1.2. One basic Cable Service converter or digital transport adapter per site, if and only
if such converter or adapter is necessary to receiving programming;
7.1.3. Basic Cable Service.
7.2. Additional Facility Equipment and Wiring.
7.2.1. The Town shall be responsible for the cost of new or replacement converters or
digital transport adapters that are in addition to those required in Section 7.1.2 and any “terminal
equipment,” including TV Monitors, VCRs, and/or computers.
7.2.2. The cost of inside wiring, additional drops or outlets, and additional or replacement
converters or digital transport adapters requested by the Town within the facilities, including those
drops and outlets that are currently installed, are the responsibility of the Town. The Grantee shall
not be responsible for any violations of FCC technical standards on the Town’s side of the
Demarcation Point. After reasonable notice under the circumstances, the Grantee may temporarily
disconnect its service to a Town site that does not correct violations of FCC technical standards
within a reasonable time, until such violations of are corrected.
7.2.3. Subject to the limitations set forth in this Section 7, whenever required by changes
in the Grantee’s technology, the Grantee shall upgrade all equipment provided at the Grantee’s
expense pursuant to this Section 7, in order to ensure that the Town may continue to receive the
services required to be offered by Grantee under this Franchise.
Section 8. EG ACCESS CAPITAL GRANT; COSTS.
8.1. EG Capital Fee. The Town may by ordinance impose a generally applicable EG Capital
Fee, in an amount not to exceed twenty cents (20¢) per Subscriber per month for each Subscriber
that receives the Grantee’s Basic Service Tier, so long as such requirement is generally applicable
to all cable operators in the Town. If so imposed, the EG Capital Fee shall be delivered to the
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Town within forty-five (45) days following the end of each calendar quarter during the Franchise
Term. The EG Capital Fee shall be used by the Town to support the capital costs of the EG Access
Channel facilities in accordance with the Cable Act (47 U.S.C. § 542).
8.1.1. If the initial EG Capital Fee is less than an amount equal to twenty cents (20¢) per
month for each Subscriber to the Grantee’s Basic Service Tier, the EG Capital Fee may be
uniformly increased by the Grantor not more than once each year commencing after the first
anniversary of the Effective Date of this Franchise by an amount not to exceed six cents (6¢), but
under no circumstances shall the monthly per-Subscriber fee exceed twenty cents (20¢) per month
for each Subscriber that receives the Grantee’s Basic Service Tier.
8.1.2. The Town shall provide the Grantee with thirty (30) days advance notice of any
public hearing or meeting where an increase will be considered or voted on by the Town Council.
The Town shall forward to the Grantee a copy of the adopted ordinance that authorizes an increase
in the EG Capital Fee and establishes the effective date of the increase. The Grantee shall have not
less than ninety (90) days to implement the EG Capital Fee increase.
8.1.3. To the extent permitted by law, the Grantee may recover from Subscribers the costs
of an EG Capital Fee or any other costs arising from the provision of EG services and shall be
allowed to include such costs as a separately billed line item on each Subscriber’s bill.
8.2. EG Channel Use. The Town shall not sell time on the EG Channels, nor allow any third
party to do so, nor shall any channel be leased at any price to any third party. The Town may allow
programmers on the EG Channels to seek support for their programming consistent with the
“Funding Standards and Practices” of the Public Broadcasting System as they may exist on the
Effective Date of this Franchise.
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Section 9. CUSTOMER SERVICE.
9.1. Customer Service Requirements. The Grantee shall comply with the customer service
requirements imposed by the FCC pursuant to 47 U.S.C. § 552, as it may be amended from time
to time. The Town may impose additional customer service requirements that exceed the
requirements established by the Federal Communications Commission under 47 U.S.C. § 552(b)
by ordinance after a public hearing, but these additional requirements shall (i) not be designed so
that Grantee cannot also comply with any other customer service requirements under state or
federal law or regulation applicable to the Grantee in its provision of other services over the same
network used to provide cable service, (ii) be no more stringent than the customer service
requirements applied to other cable operators in the Town, and (iii) be reasonably tailored to
achieve appropriate customer service goals based on the technology used by the Grantee to provide
cable service.
9.2. Customer Service Standards. The Grantee shall comply with the provisions of 47 C.F.R
§ 76.309, as it may be amended from time to time.
9.3. Customer Privacy. Grantee shall at all times comply with 47 U.S.C. § 551 and
regulations promulgated thereunder with regard to the protection of Subscriber privacy.
9.4. Customer Complaints.
9.4.1. Complaint Procedure: The Grantee shall establish a clear written procedure for
resolving a Cable Service complaint (“Complaint(s)”) filed by any interested party, providing that
Complaints may be made orally or in writing, at the complainant’s option. Such procedures shall
be well-publicized. At least thirty (30) days before the Grantee announces any changes to such
procedures, the Grantee shall notify the Town of the changes and offer the Town the opportunity
to comment on the changes.
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9.4.2. Referred Complaints: The Grantee shall promptly investigate Complaints that are
referred to the Grantee by the Town (“Referred Complaints”). The Grantee shall report to the Town
regarding each Referred Complaint within five (5) business days, stating whether the matter has
been resolved and how it was resolved; if the matter remains unresolved, the Grantee shall describe
the actions taken to date, the reason or reasons the matter has not been resolved, the actions the
Grantee believes remain to be taken to achieve resolution, and an estimated date for such
resolution. Notwithstanding the foregoing, Grantee shall not be required to provide “personally
identifiable information” except as permitted by 47 U.S.C. § 551 and regulations promulgated
thereunder, or other applicable provision of federal law, provided however that if compliance with
such laws and regulations prohibits disclosure of information necessary for the Grantee to report
to the Town as required by the preceding sentence, the Grantee shall explain to the Town in writing
why the Grantee cannot comply, including references to the applicable statutes or regulations, and
the parties shall discuss alternative means for informing the Town regarding the resolution of the
Referred Complaint, including, without limitation, obtaining the consent of the Subscriber for any
necessary disclosures.
9.4.3. Escalated Complaints: The Grantee shall keep a written record or log of Escalated
Complaints received regarding quality of service, equipment malfunctions, billing procedure,
employee attitude and similar matters. Upon request by the Town, and not more than once a year,
the Grantee shall provide such log of Escalated Complaints to the Town. An “Escalated
Complaint” is any Complaint received by the Grantee that has been submitted to a state or federal
regulatory agency, any of the Grantee’s corporate offices or individual employees other than a
customer service call center, and/or the Better Business Bureau. These records shall be maintained
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for a period of five (5) years. The record shall contain, at a minimum the following information
for each complaint received:
(1) Date, time and nature of the complaint;
(2) Name, address and telephone number of the person complaining;
(3) Investigation of the complaint;
(4) Manner and time of resolution of the complaint; and
(5) If the complaint regards equipment malfunction or the quality of reception,
a report indicating corrective steps taken, with the nature of the problem
stated.
Before delivering its complaint log, a Grantee may redact the log as required to conform to the
provisions of applicable federal and state privacy protection laws.
Section 10. REPORTS AND RECORDS.
10.1. Open Books and Records. Upon not less than thirty (30) days written notice to the
Grantee, and no more frequently than once every twenty-four (24) months, the Town shall have
the right to inspect the Grantee's books and records pertaining to Grantee's provision of Cable
Service in the Franchise Area at any time during Normal Business Hours at a reasonable time as
determined by the parties, as are reasonably necessary to ensure compliance with the terms of this
Franchise. Such notice shall specifically reference the section or subsection of the Franchise which
is under review, so that Grantee may organize the necessary books and records for appropriate
access by the Town. Grantee shall not be required to maintain any books and records for Franchise
compliance purposes longer than five (5) years.
10.2. Information Disclosure. Notwithstanding anything to the contrary set forth herein,
Grantee shall not be required to disclose information that it reasonably deems to be proprietary or
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confidential in nature, or to disclose any of its or its affiliates books and records not relating to the
provision of Cable Service in the Franchise Area. Grantee shall not be required to provide
Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. § 551.
Section 11. COMMUNICATIONS SALES AND USE TAX.
11.1. Application of Tax. The parties shall comply with all applicable requirements of the
provisions of Section 58.1-645 et seq. of the Code of Virginia (the “Communications Sales and
Use Tax Act”) in its current form and as it may be amended.
Section 12. TRANSFER OF FRANCHISE
12.1. Approval Required. No Transfer of the Franchise shall occur without the prior consent
of the Town Council, provided that such consent shall not be unreasonably withheld, delayed or
conditioned. No application for the approval of a Transfer shall be approved by the Town Council
unless the transferee agrees in writing that it will abide by and accept all terms of this Franchise,
and that it will assume the obligations, liabilities and responsibility for all acts and omissions,
known and unknown, of the incumbent franchisee under this Franchise, for all purposes, including
renewal, unless the Town Council, in its discretion, expressly waives all or part of this requirement.
12.2. No Consent Required. No such consent shall be required, however, for transactions
excluded under the definition of a Transfer of the Franchise. Transfer of the Franchise shall be
defined herein as it is defined in the Code of Virginia § 15.2-2108.19, meaning any transaction in
which (i) an ownership or other interest in the Grantee is transferred, directly or indirectly, from
one person or group of persons to another person or group of persons, so that majority control of
the Grantee is transferred; or (ii) the rights and obligations held by the Grantee under the Franchise
are transferred or assigned to another person or group of persons. However, notwithstanding
clauses (i) and (ii) of the preceding sentence, a transfer of the Franchise shall not include (a)
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transfer of an ownership or other interest in the Grantee to the parent of the Grantee or to another
affiliate of the Grantee; (b) transfer of an interest in the Franchise granted under this article or the
rights held by the Grantee under the Franchise to the parent of the Grantee or to another affiliate
of the Grantee; (c) any action that is the result of a merger of the parent of the Grantee; (d) any
action that is the result of a merger of another affiliate of the Grantee; (e) a transfer in trust, by
mortgage, or by assignment of any rights, title, or interest of the Grantee in the Franchise or the
Cable System used to provide Cable Services in order to secure indebtedness.
12.3. Preservation of Town’s Rights. In the case of any Transfer, regardless of whether
consent of the Town Council is required, the transferee shall assume the obligations, liabilities and
responsibility for all acts and omissions, known and unknown, of the incumbent franchisee under
this Franchise, for all purposes, including renewal, and agree to be bound by the terms of this
Franchise.
12.4. Approval Does Not Constitute Waiver of Rights. Approval by the Town Council of a
Transfer, or consummation of a Transfer permitted by Section 12.2, does not constitute a waiver
or release of any of the rights of the Town Council under this Franchise against the transferor
franchisee, whether arising before or after the date of the Transfer.
Section 13. RENEWAL OF FRANCHISE.
13.1. Federal Law. The Town and Grantee agree that any proceedings undertaken by the
Town that relate to the renewal of this Franchise shall be governed by and comply with the
provisions of the Cable Act.
13.2. Needs Assessment. The Town agrees that if the Town issues a request for a proposal
under 47 U.S.C. § 546(b), the Town shall provide the Grantee with copies of any assessments of
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future cable-related needs and interests or the past performance of the Grantee that were relied
upon by the Town in preparing the request for proposal for any such needs assessment.
13.3. Informal Renewal. Notwithstanding anything to the contrary set forth herein, Grantee
and the Town agree that at any time during the term of the then current Franchise, while affording
the public appropriate notice and opportunity to comment, the Town and Grantee may agree to
undertake and finalize informal negotiations pursuant to 47 U.S.C. §546(h) regarding renewal of
the then current Franchise and the Town may grant a renewal thereof.
13.4. Consistent with Law. Grantee and the Town consider the terms set forth in this Article
12 to be consistent with the express provisions of 47 U.S.C. § 546 and Virginia Code Section 15.2-
2108.30.
Section 14. ENFORCEMENT OR TERMINATION OF FRANCHISE
14.1. Notice of Violation.
14.1.1. If at any time the Town believes that Grantee has not complied with the terms of
the Franchise, the Town shall make a good faith effort to informally discuss the matter with
Grantee.
14.1.2. The provisions of this Section 14 shall not prohibit the Town from taking immediate
action to abate a violation in the event that it is, or creates, a public safety emergency.
14.2. Grantee’s Right to Cure or Respond Before seeking enforcement of the Franchise, the
Town shall notify the Grantee in writing of the exact nature of the alleged noncompliance (the
“Noncompliance Notice”). Grantee shall have fifteen (15) business days from receipt of the
Noncompliance Notice to: (i) respond to the Town, if Grantee contests (in whole or in part) the
assertion of noncompliance; (ii) cure such noncompliance; or (iii) in the event that, by its nature,
such noncompliance cannot be cured within such fifteen (15) day period, initiate reasonable steps
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to remedy such noncompliance and notify the Town of the steps being taken and the date by which
cure is projected to be completed. Upon cure of any noncompliance, Town shall provide written
confirmation that such cure has been effected. The foregoing 15-day cure period shall not apply to
customer service obligations measured on a quarterly basis (“Quarterly Standards”), which shall
be governed by Section 14.3.
14.3. Quarterly Standards. Upon written request from the Town, no later than thirty (30) days
after the end of each calendar quarter, the Grantee shall provide the Town a written report
demonstrating the Grantee’s level of compliance with each of the Quarterly Standards. If the
Grantee fails to meet any Quarterly Standard in a calendar quarter, the Town shall have the right
to begin the process of assessing liquidated damages pursuant to Section 14.4.4 by sending a
Noncompliance Notice notifying the Grantee that the Grantee failed to comply with the Quarterly
Standard in question, in order to inform the Grantee that the Grantee is not in compliance with
such Quarterly Standard. Receipt of the Noncompliance Notice shall be deemed opportunity to
cure. Upon submitting any report to the Town that demonstrates that the Grantee has not complied
with a Quarterly Standard, or within fifteen (15) days after receipt of a Noncompliance Notice, the
Grantee may submit information to the Town describing any extenuating circumstances related to
any such noncompliance, and may request that the Town waive liquidated damages, as provided
in Section 14.6. If the Grantee fails to meet the same Quarterly Standard in the immediately
succeeding calendar quarter, the Town shall have the right to assess liquidated damages pursuant
to Section 14.4.4 by sending a Notice of Assessment in accordance with Section 14.8.
14.4. Enforcement.
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Subject to applicable federal and state law and the terms and conditions of this Franchise, including
Section 14.3, the Town may apply one or more of the following remedies if the Town determines
that Grantee is in default of any provision of this Franchise:
14.4.1. Seek specific performance of any provision by injunction or mandamus as an
alternative to damages; or
14.4.2. Commence an action at law for monetary damages or seek other equitable relief;
or
14.4.3. In the case of a default of a material provision of the Franchise, seek to revoke the
Franchise in accordance with Section 14.10; or
14.4.4. Assess and collect liquidated damages as set forth in Section 14.5 of this
Franchise; or
14.4.5. Apply any other remedy provided for in this Franchise or applicable federal, state
or local laws.
14.5. Liquidated Damages. Because the Grantee’s failure to comply with provisions of this
Franchise may result in injury to the Town, because it may be difficult to quantify the extent of
such injury, and in full satisfaction for the term of this Franchise of the obligations set forth in this
Franchise, the Town and the Grantee agree that, subject to the procedures in Section 14.8,
liquidated damages as set forth herein may be assessable against the Grantee for certain violations
of provisions of this Franchise. On an annual basis from the Effective Date of this Franchise,
liquidated damages in total will not exceed ten thousand dollars ($10,000). The Grantee hereby
waives any defense as to the validity of any liquidated damages stated in this Franchise on the
grounds that such liquidated damages are void as penalties or are not reasonably related to actual
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damages. The liquidated damages shall not apply when caused by Force Majeure events and shall
only apply from the date of the Notice of Assessment as provided for in Section 14.8.
14.5.1. Failure to materially comply with requirements related to (i) the technical quality
and reliability of the EG channels, including, without limitation, downstream signal quality and
reliability of return feeds from EG origination sites to the headend, and (ii) provision of channel
capacity for use as EG channels: Three hundred dollars ($300) for each violation for each day the
violation continues.
14.5.2. Failure to comply with Customer Service Standards set forth in Section 9 of this
Franchise, other than Quarterly Standards: One hundred dollars ($100) for the first violation; two
hundred fifty dollars ($250) for any violation within 12 months after the first violation; and five
hundred dollars ($500) for any violation within 12 months after the second or any subsequent
violation. Liquidated damages shall not be paid where the Subscriber is otherwise compensated
by Grantee for the alleged non-compliance.
14.5.3. For violation of a Quarterly Standard: One thousand five hundred dollars ($1500);
14.5.4. For violation of applicable FCC technical standards: Two hundred fifty dollars
($250) per day for each for each day the violation continues;
14.5.5. For failure to file, obtain, maintain or replenish the letter of credit in a timely
fashion: two hundred fifty dollars ($250) per day for each day the violation continues; and
14.5.6. For failure to comply with Section 7 (Courtesy Service to Public Facilities): Two
hundred fifty dollars ($250) per day for each day the violation continues;
14.5.7. For failure to comply with Section 5.1 (Cable System Characteristics): One
Hundred dollars ($100) per day for each day the violation continues; and
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14.5.8. For a Transfer without approval as specified in Section 12: Five Hundred dollars
($500) per day for each day the violation continues.
14.6. Waiver. The Town may reduce or waive any of the above-listed liquidated damages if
the Town determines that such waiver is in the best interests of the Town.
14.7. Single Violation. For purposes of any liquidated damages assessments, all similar
violations or failures from the same factual events affecting multiple Subscribers shall be assessed
as a single violation, and a violation or a failure may only be assessed under any single one of the
above-referenced categories.
14.8. Assessment of Liquidated Damages. In order to assess the liquidated damages set forth
herein, the Town, following provision to the Grantee of a written Noncompliance Notice as set
forth in Section 14.2 and the expiration of applicable cure periods, shall issue to the Grantee, by
certified mail or other comparable means, a notice of intention to assess liquidated damages
(“Notice of Assessment”). The Notice of Assessment shall set forth the basis of the assessment,
and shall inform the Grantee that liquidated damages will be assessed from the date of the notice.
Unless the Town indicates to the contrary, or the violation is for a Quarterly Standard, liquidated
damages shall be assessed beginning with the date on which the Town sent the Notice of
Assessment and continuing thereafter until such time as the violation ceases as determined by the
Town. Payment by the Grantee of any assessment of liquidated damages shall be due thirty (30)
days after the date of the Notice of Assessment. If Grantee objects to the Notice of Assessment,
Grantee shall have the right to challenge the assessment in the Circuit Court for the Town, or in
the United States District Court for the Western District of Virginia, Roanoke Division, and in no
other courts, in which case the assessment will be stayed until the issue is decided by such court,
or the parties resolve the matter in some other fashion. If Grantee does not, within the thirty-day
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period, make full payment or challenge the assessment in court, the Town may withdraw from
Grantee’s Letter of Credit the amount due. The Town may make one or more withdrawals from
the Letter of Credit during and after any period in which a violation remains uncured, provided
that the total withdrawn does not exceed the amount due for the period between the date of the
Notice of Assessment and the date on which the violation is deemed cured by the Town.
14.9. Letter of Credit.
14.9.1. Grantee shall obtain within thirty (30) days of executing this Franchise, and
maintain thereafter throughout the Franchise term, an irrevocable letter of credit in the amount of
twenty thousand dollars ($20,000) (the “Letter of Credit”) from a financial institution reasonably
acceptable to the Town (“Lending Institution”). The Letter of Credit shall be in a form substantially
the same as the form attached hereto as Exhibit D and that is acceptable to the Town. The Letter
of Credit shall be used to ensure Grantee’s compliance with the material terms and conditions of
this Franchise.
14.9.2. Grantee shall file with the Town a complete copy of the Letter of Credit (including
all terms and conditions applying to the letter of credit), and keep such copy current with respect
to any changes over the term of the Franchise.
14.9.3. If the Town notifies the Grantee of any amounts due to the Town pursuant to this
Franchise or applicable law, including, without limitation, liquidated damages assessed pursuant
to Section 14.5, and the PEG Capital Grant provided for in Section 8, and the Grantee does not
make such payment within thirty (30) days, the Town may draw upon the Letter of Credit by
presentation of a draft at sight drawn on the Lending Institution, accompanied by a written
certificate signed by the Town Manager certifying that Grantee has failed to comply with this
Franchise and stating the specific reason therefor and the basis for the amount being withdrawn.
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14.9.4. In the event the Lending Institution serves notice to the Town that it elects not to
renew the Letter of Credit, the Grantee shall provide a substitute Letter of Credit, in substantially
the same form as that attached hereto as Exhibit E, from a Lending Institution approved by the
Town, before the effective Letter of Credit expires.
14.9.5. No later than thirty (30) days after mailing of notification to the Grantee by
certified mail, return receipt requested, of a withdrawal under the Letter of Credit, the Grantee
shall restore the amount of the Letter of Credit to the total amount specified herein, unless the
Grantee has disputed the basis for the original withdrawal, in which case the obligation to restore
shall be suspended until a final non-appealable decision on the dispute has been issued by a court
of competent jurisdiction authority as provided in Section 14.8.
14.9.6. The rights reserved to the Town with respect to the Letter of Credit are in addition
to all other rights of the Town, whether reserved by this Franchise or otherwise authorized by law,
and no action, proceeding or right with respect to the Letter of Credit shall affect any other right
the Town has or may have.
14.9.7. No recovery by the Town of any sum by reason of the Letter of Credit required in
Section 14.9.1 of this Franchise shall be any limitation upon the liability of Grantee to the Town
under the terms of this Franchise, except that any sums so received by the Town shall be deducted
from any recovery which the Town shall establish against Grantee under the terms of this
Franchise.
14.10. Revocation. Should the Town seek to revoke this Franchise after following the
procedures set forth above in Section 14.2 of this Article, the Town shall give written notice to
Grantee of such intent. The notice shall set forth the specific nature of the noncompliance. The
Grantee shall have sixty (60) days from receipt of such notice to object in writing and to state its
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reasons for such objection. In the event the Town has not received a satisfactory response from
Grantee, it may then seek termination of the Franchise at a public hearing before the Town Council.
The Town shall provide the Grantee, at least thirty (30) days written notice of such public hearing,
specifying the time and place of such hearing and stating its intent to revoke the Franchise.
14.10.1. At the designated hearing, Grantee shall be provided a fair opportunity for full
participation in accordance with applicable law, including the right to be represented by legal
counsel.
14.10.2. In making any decision to revoke the Franchise, the Town shall apply the
standards provided by applicable law. Grantee shall have the right to appeal any revocation in the
Circuit Court for Roanoke County, Virginia, or in the United States District Court for the Western
District of Virginia, Roanoke Division, and in no other courts.
14.10.3. The Town may, at its sole discretion, take any lawful action which it deems
appropriate to enforce the Town’s rights under the Franchise in lieu of revocation of the Franchise.
The Town may also, in lieu of revocation, grant additional time to the Grantee to effect a cure of
any default.
Section 15. INSURANCE AND INDEMNIFICATION
15.1. Insurance Coverage. Grantee shall maintain in full force and effect, at its own cost and
expense, during the Franchise Term, the following insurance coverage:
15.1.1. Commercial General Liability Insurance in the amount of five million dollars
($5,000,000) combined single limit and five million dollars ($5,000,000.00) aggregate for property
damage and bodily injury. Such insurance shall cover the construction, operation and maintenance
of the Cable System, and the conduct of Grantee’s Cable Service business in the Town.
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15.1.2. Automobile Liability Insurance in the amount of minimum bodily injury coverage
for each occurrence of $2,000,000 and property damage coverage of not less than $1,000,000 per
occurrence. Workers’ Compensation Insurance meeting all legal requirements of the
Commonwealth of Virginia.
15.1.3. Employers’ Liability Insurance in the following amounts: (A) Bodily Injury by
Accident: one hundred thousand dollars ($100,000); and (B) Bodily Injury by Disease: one
hundred thousand dollars ($100,000) employee limit; five hundred thousand dollars ($500,000)
policy limit.
15.2. Insurance Terms.
15.2.1. The Town shall be designated as additional insured under each of the insurance
policies required in this Article 9 except Workers’ Compensation and Employers’ Liability
Insurance.
15.2.2. Grantee shall not cancel any required insurance policy without obtaining
alternative insurance in conformance with this Franchise.
15.2.3. All policies shall be issued by companies qualified to write insurance in the
Commonwealth of Virginia and which maintain throughout the policy term a general rating of A-
VII and a financial size category of “A:X” as determined by AM Best Rating Company.
15.2.4. Grantee shall deliver to the Town Certificates of Insurance showing evidence of
the required coverage within thirty (30) days after the Effective Date, and upon written request
thereafter.
15.3. Indemnification Provisions.
15.3.1. Grantee agrees to indemnify, save, and hold harmless the Town, its officers,
agents, boards, and employees, from and against any liability for damages or claims resulting from
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tangible property damage or bodily injury (including accidental death), to the extent proximately
caused by any of Grantee’s acts or omissions in its construction, operation, or maintenance of its
Cable System, provided that the Town shall give Grantee written notice of its obligation to
indemnify the Town in a timely fashion, not to exceed thirty (30) days of receipt of a claim or
action or such reasonable time based on the type and scope of such claim or action made pursuant
to this subsection. Notwithstanding the foregoing, Grantee shall not indemnify the Town, for any
damages, liability, or claims resulting from the willful misconduct or negligence of the Town, its
officers, agents, employees, attorneys, consultants, independent contractors, or third parties or for
any activity or function conducted by any Person other than Grantee in connection with PEG
Access Channels or EAS, or the distribution of any Cable Service over the Cable System.
15.3.2. With respect to Grantee’s indemnity obligations set forth in Section 9.2.1, Grantee
shall provide the defense of any claims brought against the Town and the Town may select its
counsel to defend the claim, subject to the consent of the Grantee, which shall not unreasonably
be withheld or delayed. Nothing herein shall be deemed to prevent the Town from cooperating
with the Grantee and participating in the defense of any litigation by its own counsel at its own
cost and expense, provided however, that after consultation with the Town, Grantee shall have the
right to defend, settle, or compromise any claim or action arising hereunder, and Grantee shall
have the authority to decide the appropriateness and the amount of any such settlement. In the
event that the terms of any such proposed settlement includes the release of the Town and the
Town does not consent to the terms of any such settlement or compromise, Grantee shall not settle
the claim or action but its obligation to indemnify the Town shall in no event exceed the amount
of such settlement.
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15.3.3. The Town shall be responsible for its own acts of willful misconduct or
negligence, or breach of obligation committed by the Town for which the Town is legally
responsible, subject to any and all defenses and limitations of liability provided by law. The
Grantee shall not be required to indemnify the Town for acts of the Town which constitute willful
misconduct or negligence on the part of the Town, its officers, employees, agents, attorneys,
consultants, independent contractors, or third parties.
Section 16. FORCE MAJEURE
16.1. Force Majeure Definition. An event or events reasonably beyond the ability of the
Grantee to anticipate and control. “Force Majeure” includes, but is not limited to, severe or unusual
weather conditions, strike, labor disturbance, lockout, war or act of war (whether an actual
declaration of war is made or not), insurrection, riot, act of public enemy, action or inaction of any
government instrumentality or public utility including condemnation, accidents for which the
Grantee is not primarily responsible, fire, flood or other act of God, sabotage, work delays because
utility providers denied or delayed the Grantee access to utility poles to which the Grantee’s Cable
System is attached, and unavailability of materials and/or qualified labor to perform the work
necessary if such acquisition of qualified labor would be commercially impracticable as defined
in 47 U.S.C. § 545(f).
16.2. Force Majeure Conditions. The Grantee shall not be held in default under, or in
noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty
relating to noncompliance or default, where such noncompliance or alleged defaults occurred or
were caused by a Force Majeure. For purposes of this Franchise, any one (1) delay caused by any
such occurrence shall not be deemed to last longer than six (6) months and the party claiming delay
caused by any and all such occurrences shall give the other party written notice of the same within
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30 days after the date such claiming party learns of such occurrence. Notwithstanding anything
else set forth above, after a total of twelve (12) months of delays of any type have been claimed
by a party as being subject to Force Majeure, no further delays or claims of any type shall be
claimed by such party as being subject to Force Majeure and/or being an excusable delay.
Section 17. NON-DISCRIMINATION.
The Grantee shall adhere to the Equal Employment Opportunity regulations of the FCC
and to all federal, state, and local laws, and executive orders pertaining to discrimination, equal
employment opportunity, and affirmative action, that are applicable to the Grantee.
Section 18. MISCELLANEOUS PROVISIONS
18.1. Counterpart Copies. This Franchise may be executed in any number of counterpart
copies, each of which shall be deemed an original, but all of which together shall constitute a single
instrument.
18.2. Nonwaiver. The Grantee agrees that the Town's waiver or failure to enforce or require
performance of any term or condition of this Franchise or the Town's waiver of any particular
breach of this Franchise by the Grantee extends to that instance only. Such waiver or failure is not
and shall not be a waiver of any of the terms or conditions or this Franchise except as set forth
herein, or a waiver of any other breaches of this Franchise by the Grantee, and does not bar the
Town from requiring the Grantee to comply with all the terms and conditions of this Franchise and
does not bar the Town from asserting any and all rights and/or remedies the Town has or might
have against the Grantee under this Franchise or by law.
18.3. Rights of Third Parties. Nothing herein shall be construed to give any Person other than
the Grantee or the Town a right to assert any claim or cause of action against the Grantee or the
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Town, its employees, elected or appointed officials, officers, boards, authorities, commissions,
committees, commissioners, or agents.
18.4. Forum Selection and Choice Of Law. By virtue of entering into this Franchise, the
Grantee submits itself to a court of competent jurisdiction in Roanoke County, Virginia, and
further agrees that this Franchise is controlled by the laws of the Commonwealth of Virginia (and,
where applicable, federal law), and that all claims, disputes, and other matters shall only be decided
by such court according to the laws of the Commonwealth of Virginia (and, where applicable,
federal law).
18.5. Captions and Headings. The section captions and headings of this Franchise are for
convenience and reference purposes only and shall not affect in any way the meaning or
interpretation of this Franchise.
18.6. Faith Based Organization. Pursuant to Virginia Code Section 2.2-4343.1, are advised
that the Town does not discriminate against faith based organizations.
18.7. Notice. Unless otherwise expressly stated herein, notices required under the Franchise
shall be mailed first class, postage prepaid, or sent via recognized national overnight courier
service to the addressees below. Notice shall be deemed to be given on the next business day after
sending in the case of a courier service and on the third business day after mailing in the event of
U.S. Mail. Notwithstanding the foregoing, notices required by 47 C.F.R. 76.1603 may be sent via
electronic mail. Each party may change its designee by providing written notice to the other party.
Notices to Grantee shall be mailed to:
Notices to the Town shall be mailed to:
Vinton Town Manager
{00454067.DOCX 2} Page 36
311 South Pollard Street
Vinton, VA 24179
with copies to:
Vinton Town Attorney
415 S. College Avenue
Salem, VA 24153
18.8. Entire Agreement and Amendments. This Franchise constitutes the entire agreement of
the parties hereto and supersedes all prior offers, negotiations, and agreements among the parties.
No amendment to this Franchise shall be valid unless made in writing and signed by the parties
hereto.
18.9. Exhibits.
EXHIBIT A: Definitions
EXHIBIT B: Reserved
EXHIBIT C: Digital EG Access Points
EXHIBIT D: List of facilities with courtesy service
EXHIBIT E: Sample Letter of Credit
[SIGNATURE PAGE FOLLOWS]
{00454067.DOCX 2} Page 37
IN WITNESS WHEREOF AND AGREED TO THIS ___ DAY OF ____________, 2022, the
parties hereto have signed this Franchise by their authorized representatives.
Town of Vinton, Virginia
By: ___________________________
Richard Peters
Town Manager
[Grantee]
By: ___________________________
[Name]
[Position]
{00454067.DOCX 2} Page 38
EXHIBIT A DEFINITION
1. “Cable Act” means the Cable Communications Policy Act of 1984, as amended, 47
U.S.C. § 522 et seq.
2. "Cable Service" has the same meaning as ascribed to the term "cable service" in the
Cable Act. 3. "Cable System" has the same meaning as ascribed to the term "cable system" in the Cable Act.
4. "Channel" means a portion of the electromagnetic frequency spectrum that is used in
the Grantee’s Cable System and that is capable of delivering a video signal as that term
is defined by the FCC as of the Effective Date of this Franchise.
5. "City" means the City of Roanoke, Virginia.
6. "County" means the County of Roanoke, Virginia. 7. “Council” means the Town Council of the Town of Vinton. 8. "EG" means any Channel required by this Franchise Agreement to be provided by the Grantee and set aside for educational or governmental use. 9. "EG Access Channels" refers to the channel capacity on a System devoted to EG Access. 10. "FCC" means the Federal Communications Commission or its successor. 11. "Franchise" means the franchise granted pursuant to this Ordinance. 12. "Home" means any single family dwelling unit, whether a house, apartment, trailer or mobile home, rented room or otherwise. 13. "Person" means any individual, firm, partnership, association, corporation, company, trust, or entity of any kind, but does not include the County, the City, or the Town. 14. "PEG Access" means public, educational and/or governmental use as provided in the Cable Act (47 U.S.C. § 531). 15. "Streets” means all public streets, roads, avenues, highways, boulevards, concourses, driveways, bridges, tunnels, parkways, alleys, and all other public rights-of-way within or belonging to the County, City or Town, as the context may require. 16. "Subscriber" means a Person lawfully receiving Cable Service on the Grantee’s Cable System. 17. "Town" means the Town of Vinton, Virginia.
{00454067.DOCX 2} Page 39
18. “Virginia Code” means the Code of Virginia, 1950, as amended. 19. "VDOT" means the Virginia Department of Transportation.
{00454067.DOCX 2} Page 40
EXHIBIT B RESERVED
{00454067.DOCX 2} Page 41
EXHIBIT C
Optional Digital EG Access Points
{00454067.DOCX 2} Page 42
EXHIBIT D
List of facilities with courtesy service
Town of Vinton Public Works
Department 804 3rd Street, Vinton, VA 24179
Town of Vinton Municipal Building 311 S. Pollard Street, Vinton, VA 24179
Town of Vinton Police Dept 311 S. Pollard Street, Vinton, VA 24179
Town of Vinton War Memorial 814 E. Washington Street, Vinton VA 24179
Town of Vinton Charles R Hill Community
Center 820 E. Washington Ave, Vinton VA 24179
Vinton Fire Station 120 W. Jackson Ave, Vinton VA 24179
Vinton First Aide Crew 110 W. Jackson Ave, Vinton VA 24179
Herman L Horn Elementary 1002 Ruddell Rd, Vinton VA 24179
W.E. Cundiff Elementary School 1200 Hardy Rd, Vinton VA 24179
{00454067.DOCX 2} Page 43
EXHIBIT E Sample Letter of Credit
FORM OF IRREVOCABLE LETTER OF CREDIT
[Bank Letterhead]
_______, ______, 2022
Irrevocable Standby Letter of Credit
Letter of Credit No._____________
Issue Date: _____________, 2018
Expiry Date: __________________
Amount: $20,000 (USD Twenty Thousand and 00/100)
TOWN OF VINTON, VIRGINIA
TOWN MANAGER
311 SOUTH POLLARD STREET
VINTON, VA 24179
Dear Town Manager:
We hereby issue this irrevocable standby letter of credit for the above amount in the favor of the Town
of Vinton, Virginia, beneficiary, which is available for payment of the beneficiary’s sight drafts drawn
on ___________________ Bank bearing the clause, “Drawn under ____________________ Bank
Letter of Credit Number ____________________”, accompanied by the following documents:
This Letter of Credit and a certified statement signed by the Town Manager or other designated Town
Official of the Town of Vinton, Virginia, stating that [Grantee], has not complied with the terms and
conditions of a Cable Television Franchise Agreement, by and between [Grantee], as “Payor”, and the
Town as “Town” or “Holder,” in the original principal amount of $20,000 and dated ______, 2022,
(“Contract”), and that the amount of funds requested are due to the Town of Vinton, Virginia, for
[Grantee]’s failure to comply with the terms of the Franchise Agreement.
This irrevocable letter of credit sets forth in full the terms of our undertaking. This undertaking shall
not in any way be modified, amended, or amplified by reference to any document or contract referred
to herein.
This irrevocable letter of credit shall remain in full force until and including 10 years after the date of
execution of the Franchise Agreement, and shall automatically renew itself from year to year thereafter
unless and until _________________________ Bank shall give ninety (90) days prior notice to the
Town of Vinton, Virginia, by certified mail, return receipt requested, of its intent to terminate the same
at the expiration of the ninety (90) day period. During the last thirty (30) days during which the letter
{00454067.DOCX 2} Page 44
of credit is in full force and effect, the Town may draw up to the full amount available under the letter
of credit with a draft accompanied by a document stating [Grantee], or its agent has not compiled with
the Franchise Agreement or [Grantee] has not provided an acceptable substitute irrevocable letter of
credit.
We hereby agree with you that draft(s) drawn under and in compliance with the terms and conditions
of this letter of credit shall be duly honored if presented together with document(s) as specified and
the original of this credit, at our office located at ________________________________________
Roanoke, Virginia __________________ on or before 12:00 noon on the above stated expiry date or
any renewal thereof.
Except as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs and
Practice for Documentary Credits, established by the International Chamber of Commerce, as in effect
on the date of issuance of this credit.
Sincerely,
______________________________________ Bank
___________________________________________
Signed
Title: _______________________________________
Meeting Date
April 5, 2022
Department
Finance
Issue
Consider adoption of a Resolution setting the allocation percentage for Personal Property Tax Relief in the
Town of Vinton for the 2022 tax year.
Summary
The Personal Property Tax Relief Act (PPTRA or the Act) of 1998 established a statewide program to
provide relief to owners of personal use motor vehicles. The 1998 Act envisioned a five-year phase-in of
relief expressed as a percentage of the bill related to the first $20,000 of personal use vehicle value. Costs
soared and percentage was frozen at 70% since 2001.
In 2004 and 2005, additional legislation was passed to amend the original Act. This legislation capped
PPTRA at $950 million for all Virginia localities for Tax Years 2006 and beyond. PPTRA funds are
allocated to individual localities based on each government’s pro rata share of Tax Year 2004 payments
from the Commonwealth. The Town’s share of the $950 million is $203,096.
In order to put these changes into effect, the Town Council adopted an Ordinance that set the framework
for the implementation and administration of the 2004-2005 changes to the Personal Property Tax Relief
Act (PPTRA) of 1998. This ordinance was adopted on December 6, 2005.
The Town uses The PPTRA Allocation Model developed by the State to calculate the effective
reimbursement rate. This model uses historical trends and a five-year rolling average to calculate the
effective reimbursement rate. This same methodology for calculating the rate is used by many of our
neighboring localities, including Roanoke County.
In 2022, once again the Roanoke County Finance staff computed the effective reimbursement rate based
upon the PPTRA allocation model. The rate for the Town of Vinton is 48.42%.
Attachments
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
1
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON
TUESDAY, APRIL 5, 2022, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE
VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA 24179
A RESOLUTION setting the allocation percentage for Personal Property Tax Relief in the
Town of Vinton for the 2022 Tax Year.
WHEREAS, in accordance with the requirements set forth in Section 58.1-3524 (C) (2) and
Section 58.1-3912 (E) of the Code of Virginia, as amended by Chapter 1 of the Acts of
Assembly and as set forth in item 503.E (Personal Property Tax Relief Program or “PPTRA”) of
Chapter 951 of the 2005 Acts of Assembly, a qualifying vehicle with a taxable situs within the
Town commencing January 1, 2021, shall receive personal property tax relief; and
WHEREAS, this Resolution is adopted pursuant to Vinton Code § 86-58 enacted by the Council
of the Town of Vinton on December 6, 2005.
NOW THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF
VINTON, VIRGINIA, as follows:
1. That tax relief shall be allocated so as to eliminate personal property taxation for
qualifying personal use vehicles valued at $1,000 or less.
2. That qualifying personal use vehicles valued at $1,001-$20,000 will be eligible for
48.42% tax relief.
3. That qualifying personal use vehicles valued at $20,001 or more shall only receive
48.42% tax relief on the first $20,000 of value.
4. That all other vehicles which do not meet the definition of “qualifying” (for example,
including but not limited to, business use vehicles, farm use vehicles, motor homes, etc.)
will not be eligible for any form of tax relief under this program.
5. That the percentages applied to the categories of qualifying personal use vehicles are
estimated fully to use all available PPTRA funds allocated to the Town of Vinton by the
Commonwealth of Virginia.
6. That entitlement to personal property tax relief for qualifying vehicles for tax year 2005
and all prior tax years shall expire on September 1, 2006, or when the state funding for
tax relief is exhausted or depleted. Supplemental assessments for tax years 2005 and
prior that are made on or after September 1, 2006 shall be deemed ‘non-qualifying’ for
2
purposes of state tax relief and the local share due from the taxpayer shall represent 100%
of the assessed personal property tax.
This Resolution shall be effective from and after the date of its adoption.
This Resolution adopted on motion made by _______________________, seconded by
_______________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
____________________________________
Bradley E. Grose, Mayor
ATTEST:
_____________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
April 5, 2022
Department
Town Clerk
Issue
Consider adoption of a Resolution appropriating funds in the amount of $146,335.16 to pay off
the loan with Signature Public Funding Corp. for the 2019 Ravo 5-iSeries Compact Sweeper
Summary
On April 19, 2019, the Town entered into a Tax-Exempt Master Equipment Lease- Purchase
Agreement with Signature Public Funding Corp. in the amount of $242,703.00 for the purchase of
a 2019 Ravo 5-iSeries Compact Sweeper from Atlantic Machinery Inc.
The Tax-Exempt Master Equipment Lease- Purchase Agreement provides the option to pre-pay
the Town’s obligations a. The Town desires to pre-pay this obligation and has been provided a
prepayment amount of $146,335.16, which is due April 19, 2022.
The appropriate funding needs to be transferred to the appropriate account for the prepayment of
the remaining loan balance on the street sweeper.
Attachments
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
1
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY,
APRIL 5, 2022 AT 6:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA
WHEREAS, on April 19, 2019, the Town entered into a Tax-Exempt Master Equipment Lease-
Purchase Agreement with Signature Public Funding Corp. in the amount of
$242,703.00 for the purchase of a 2019 Ravo 5-iSeries Compact Sweeper from
Atlantic Machinery Inc.; and
WHEREAS, the Tax-Exempt Master Equipment Lease- Purchase Agreement provides the option
to pre-pay the Town’s obligations; and
WHEREAS, the Town desires to pre-pay this obligation and has been provided a prepayment
amount of $146,335.16, which is due April 19, 2022; and
WHEREAS, the appropriate funding needs to be transferred to the appropriate account for the
prepayment of the remaining loan balance on the street sweeper.
NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve
the following:
BUDGET ENTRY GENERAL LEDGER Debit Credit
200.25100 Appropriations 146,335.16 200.29900 Re-appropriated fund balance 146,335.16
600.25100 Appropriations 146,335.16 600.25000 Estimated Revenue 146,335.16
REVENUE 600.4105.001 Transfer from General Fund 146,335.16
EXPENDITURES
600.8800.901
2019 Lease Purchase
Principal
144,886.30
600.8000.903 Other loan costs 1,448.86
EXPENDITURES 200.9950.900 Transfer to Stormwater Fund 146,335.16
200.29900 Re-appropriated Fund Balance 146,335.16
2
This Resolution adopted on motion made by Council Member _______________ and seconded by
Council Member ________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
Bradley E. Grose, Mayor
ATTEST:
____________________________________
Susan N. Johnson, Town Clerk
1
Meeting Date
April 5, 2022
Department
Administration
Issue
Consider adoption of a Resolution authorizing the Town Manager to execute Amendments to
Memoranda of Understanding with the Town of Vinton for the Vinton/East County Hotel, Vinyard
Station, and Gish Mill redevelopment projects
Summary
The Town of Vinton and Roanoke County have previously adopted Memoranda of Understanding
for three (3) redevelopment projects located in the Town of Vinton; the Vinyard Station, Gish Mill
and Vinton Hotel Projects. Each Agreement references a specified reimbursement of net, new taxes
generated by the development during the previous year.
At the time of adoption, best estimates are utilized for the project construction and completion
date, as well as the start date for reimbursements. Due to the timing of real estate assessments,
construction and supply chain disruptions, the timeline for the projects and reimbursements for
each agreement will need to be moved forward by one year for the Town to realize the full intent
and benefit of the agreements.
The three projects and approved Memoranda are summarized as follows:
Vinyard Station Redevelopment Project: A Memorandum of Understanding was approved by the
Board on November 6, 2019, which included a five-year reimbursement of taxes estimated at
$40,000 per year, not to exceed $200,000. The first installment was scheduled to begin January
2022, concluding on January 2026.
Gish Mill Redevelopment Project: A Memorandum of Understanding was approved by the Board
on May 11, 2021, which included a five-year reimbursement of taxes estimated at $40,000 per
year, not to exceed $200,000. The first installment was scheduled to begin January 2024,
concluding on January 2028.
Town Council
Agenda Summary
2
Vinton Hotel Redevelopment Project: A Memorandum of Understanding was approved by the
Board on July 27, 2021, which included a three-year reimbursement of taxes estimated at $150,000
per year, not to exceed $450,000. The first installment was scheduled to begin January 2024, and
conclude January 2026.
Roanoke County. Roanoke County approved the Amendments at their March 22, 2022 meeting.
Attachments
First Amendment to MOU-Vinyard Station
First Amendment to MOU-Gish Mill
First Amendment to MOU-Vinton Hotel
Resolution
Recommendations
Motion to adopt Resolution
{00454460.DOCX } Page 1 of 3
FIRST AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE BOARD OF SUPERVISORS OF ROANOKE COUNTY AND
THE TOWN COUNCIL OF THE TOWN OF VINTON
TO SUPPORT THE VINTON/EAST COUNTY HOTEL PROJECT
This FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING (“First
Amendment”) is entered into between the Board of Supervisors the County of Roanoke,
Virginia (the “County”) and the Town Council of the Town of Vinton (the “Town”) to provide
support for the Vinton/East County Hotel Project.
WHEREAS, the County and the Town previously entered into a Memorandum of
Understanding (“MOU”) to support the Vinton/East County Hotel Project in August 2021;
and
WHEREAS, the MOU provided, inter alia, that the County would, for a period of
three years, annually pay to the Town up to $150,000 from net new taxes (including real
property taxes; personal property taxes; and sales taxes) generated by the Vinton/East
County Hotel Project as identified in the MOU; and
WHEREAS, the County and Town intended for the first payment from the County
to the Town for net new taxes generated by the Vinton/East County Hotel Project to be
made in January 2024 and the last payment to be made in January 2026; and
WHEREAS, the County and Town desire to amend the MOU to delay the
County’s first annual payment of net new taxes until January 2025,which will delay the
County’s final annual payment of net new taxes until January 2027.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
benefits, promises, and understandings of the County and Town contained herein and
{00454460.DOCX } Page 2 of 3
in the MOU, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the County and Town covenant and agree as follows:
1. Paragraph 4 of the Terms section of the MOU is amended to state that the
County’s first payment to Vinton for net new taxes (including real property taxes;
personal property taxes; and sales taxes) generated by the Vinton/East County Hotel
Project will be made in January 2025, and payments will continue annually thereafter
until they conclude in January 2027.
2. The Effective Date and Termination section of the MOU is amended to
provide that the MOU, as amended, shall remain in effect until the final annual payment
is made.
3. The remainder of the MOU is unaffected by this First Amendment, and the
MOU shall remain in full force and effect, binding upon the parties, as amended herein.
This First Amendment is executed by the duly authorized County Administrator on
behalf of the Board of Supervisors of the County of Roanoke, pursuant to Resolution No.
___________, adopted by the Board of Supervisors on the ___ day of ________ 2022.
This First Amendment is executed by the duly authorized Town Manager on behalf
of Town Council of the Town of Vinton, pursuant to Resolution No. _______________,
adopted by the Town Council on the _____ day of _________, 2022.
{00454460.DOCX } Page 3 of 3
BOARD OF SUPERVISORS OF THE COUNTY OF
ROANOKE
_____________________ By: ________________________________________
Date Richard L. Caywood, County Administrator
Approved as to form:
___________________________
Roanoke County Attorney
TOWN COUNCIL OF THE TOWN OF VINTON
_____________________ By: ________________________________________
Date Richard W. Peters Jr., Town Manager
Approved as to form:
________________________
Vinton Town Attorney
{00454458.DOCX } Page 1 of 3
FIRST AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE AND
THE TOWN COUNCIL OF THE TOWN OF VINTON
TO SUPPORT THE VINYARD STATION REDEVELOPMENT PROJECT
This FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING (“First
Amendment”) is entered into between the Board of Supervisors of the County of
Roanoke, Virginia (the “County”) and the Town Council of the Town of Vinton (the
“Town”) to provide support for the Vinyard Station Redevelopment Project.
WHEREAS, the County and the Town previously entered into a Memorandum of
Understanding (“MOU”) to support the Vinyard Station Redevelopment Project in
November 2019; and
WHEREAS, the MOU provided, inter alia, that the County would, for a period of
five years, annually pay to the Town up to $40,000 from net new taxes (including real
property taxes; personal property taxes; and sales taxes) generated from Vinyard
Station as identified in the MOU; and
WHEREAS, the County and Town intended for the first payment from the County
to the Town for net new taxes generated from Vinyard Station to be made in January
2022 and the last payment to be made in January 2026; and
WHEREAS, the County and Town desire to amend the MOU to delay the
County’s first annual payment of net new taxes until January 2023,which will delay the
County’s final annual payment of net new taxes until January 2027.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
benefits, promises, and understandings of the County and Town contained herein and
{00454458.DOCX } Page 2 of 3
in the MOU, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the County and Town covenant and agree as follows:
1. Paragraph 3 of the Terms section of the MOU is amended to state that the
County’s first payment to Vinton for net new taxes (including real property taxes;
personal property taxes; and sales taxes) generated from Vinyard Station will be made
in January 2023, and payments will continue annually thereafter until they conclude in
January 2027.
2. The Effective Date and Termination section of the MOU is amended to
provide that the MOU, as amended, shall remain in effect until the final annual payment
is made.
3. The remainder of the MOU is unaffected by this First Amendment, and the
MOU shall remain in full force and effect, binding upon the parties, as amended herein.
This First Amendment is executed by the duly authorized County Administrator
on behalf of the Board of Supervisors of the County of Roanoke, pursuant to Resolution
No. ___________, adopted by the Board on the _______ day of _________ 2022.
This First Amendment is executed by the duly authorized Town Manager on
behalf of the Town Council of the Town of Vinton, pursuant to Resolution No.
__________, adopted by the Town Council on the _______ day of ________ 2022.
{00454458.DOCX } Page 3 of 3
BOARD OF SUPERVISORS OF THE COUNTY OF
ROANOKE
_____________ By: _______________________________________
Date Richard L. Caywood, County Administrator
Approved as to form:
_______________________
Roanoke County Attorney
TOWN COUNCIL OF THE TOWN OF VINTON
_____________ By: ______________________________________
Date Richard W. Peters, Jr., Town Manager
Approved as to form:
_______________________
Vinton Town Attorney
{00454459.DOCX } Page 1 of 3
FIRST AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE BOARD OF SUPERVISORS OF THE COUNTY OF ROANOKE AND
THE TOWN COUNCIL OF THE TOWN OF VINTON
TO SUPPORT THE GISH MILL REDEVELOPMENT PROJECT
This FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING (“First
Amendment”) is entered into between the Board of Supervisors of the County of Roanoke,
Virginia (the “County”) and the Town Council of the Town of Vinton (the “Town”) to provide
support for the Gish Mill Redevelopment Project.
WHEREAS, the County and the Town previously entered into a Memorandum of
Understanding (“MOU”) to support the Gish Mill Redevelopment Project in June 2021;
and
WHEREAS, the MOU provided, inter alia, that the County would, for a period of
five years, annually pay to the Town up to $40,000 from net new taxes (including real
property taxes; personal property taxes; and sales taxes) generated by the Gish Mill
Redevelopment Project as identified in the MOU; and
WHEREAS, the County and Town intended for the first payment from the County
to the Town for net new taxes generated by the Gish Mill Redevelopment Project to be
made in January 2024 and the last payment to be made in January 2028; and
WHEREAS, the County and Town desire to amend the MOU to delay the
County’s first annual payment of net new taxes until January 2025,which will delay the
County’s final annual payment of net new taxes until January 2029.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
benefits, promises, and understandings of the County and Town contained herein and
{00454459.DOCX } Page 2 of 3
in the MOU, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the County and Town covenant and agree as follows:
1. Paragraph 4 of the Terms section of the MOU is amended to state that the
County’s first payment to Vinton for net new taxes (including real property taxes;
personal property taxes; and sales taxes) generated by the Gish Mill Redevelopment
Project will be made in January 2025, and payments will continue annually thereafter
until they conclude in January 2029.
2. The Effective Date and Termination section of the MOU is amended to
provide that the MOU, as amended, shall remain in effect until the final annual payment
is made.
3. The remainder of the MOU is unaffected by this First Amendment, and the
MOU shall remain in full force and effect, binding upon the parties, as amended herein.
This First Amendment is executed by the duly authorized County Administrator
on behalf of the Board of Supervisors of the County of Roanoke, pursuant to Resolution
No. ________, adopted by the Board of Supervisors on the ___ day of _____ 2022.
This First Amendment is executed by the duly authorized Town Manager on
behalf of Town Council of the Town of Vinton, pursuant to Resolution No. __________,
adopted by the Town Council on the ___ day of _____ 2022.
{00454459.DOCX } Page 3 of 3
BOARD OF SUPERVISORS OF THE COUNTY OF
ROANOKE
_______________ By: ________________________________________
Date Richard L. Caywood, County Administrator
Approved as to form:
___________________
Roanoke County Attorney
TOWN COUNCIL OF THE TOWN OF VINTON
_______________ By: ________________________________________
Date Richard W. Peters Jr, Town Manager
Approved as to form:
___________________
Vinton Town Attorney
1
RESOLUTION NO
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY,
APRIL 5, 2022 AT 6:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA
WHEREAS, the Town of Vinton and Roanoke County have previously adopted Memoranda of
Understanding (agreements) for three redevelopment projects located in the Town of
Vinton: the Vinton Hotel, Vinyard Station and Gish Mill projects; and
WHEREAS, each agreement references a specified reimbursement (from the County to the
Town) of net new taxes generated by the development during the previous year; and
WHEREAS, at the time of adoption, best estimates were utilized for the project construction and
completion dates, as well as the start date for tax reimbursements; and
WHEREAS, due to the timing of real estate assessments, and construction and supply chain
disruptions, it is proposed that the timeline for the projects and reimbursements for
each agreement be moved forward by one (1) year in order for the Town to realize
the full intent and benefit of the agreements; and
WHEREAS, the Vinton Hotel redevelopment project agreement was approved by the Board on
July 27, 2021, and included a three-year reimbursement of taxes, estimated at
$150,000 per year, not to exceed $450,000. The first installment was scheduled to
begin in January 2024 and the final installment was scheduled to conclude in
January 2026. It is proposed that the agreement be amended so that the first
installment will begin in January 2025 and the final installment will conclude in
January 2027; and
WHEREAS, the Vinyard Station redevelopment project agreement was approved by the Board on
November 6, 2019, and included a five-year reimbursement of taxes, estimated at
$40,000 per year, not to exceed $200,000. The first installment was scheduled to
begin in January 2022 and the final installment was scheduled to conclude in
January 2026. It is proposed that the agreement be amended so that first installment
will begin in January 2023 and the final installment will conclude in January 2027;
and
WHEREAS, the Gish Mill redevelopment project agreement was approved by the Board on May
11, 2021, and included a five-year reimbursement of taxes estimated at $40,000 per
year, not to exceed $200,000. The first installment was scheduled to begin in
January 2024 and the final installment was scheduled to conclude in January 2028. It
is proposed that the agreement be amended so that the first installment will begin in
January 2025 and the final installment will conclude in January 2029.
2
NOW THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF
VINTON, VIRGINIA, AS FOLLOWS:
1. The Amendments to the three (3) above-mentioned Memoranda of Understanding are
approved in a form substantially similar to the ones presented to Council and approved by
the Town Attorney.
2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and then
deliver the Amendments and any other necessary documents in furtherance of the same.
This Resolution adopted on motion made by ________________, seconded by ____________, with
the following votes recorded:
AYES:
NAYS:
APPROVED:
_____________________________
Bradley E. Grose, Mayor
ATTEST:
___________________________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
April 5, 2022
Department
Finance/Treasurer
Issue
Finance Committee
Summary
The Finance Committee met on March 15, 2022 and the following items were discussed at the
meeting:
• January 31, 2022 Financial Statements
• Authorization for Contacts with Bank of America Credit Card Account
• Request for Funding from Community Organizations
• Resolution to Appropriate Scrap Metal Proceeds
• Resolution – Allocation of ARPA fund from Capital Outlay to Specific Line Items for
Projects already in process or committed as of the Retreat
• Resolution-Budget adjustments to personnel costs in FY22 budget
Attachments
January 31, 2022 Financial Report Summary
Recommendations
Motion to approve January 2022 Financial Report
Town Council
Agenda Summary
Financial Report Summary
January 31, 2022
Adopted Revised YTD MTD YTD Remaining %
Budget Budget Posted Posted Balance YTD
General Fund 200
Revenues 8,032,258 4,068,421 624,369 4,283,644 215,223 105%
Expenditures 8,032,258 5,412,414 670,866 4,377,514 (1,034,901) 81%
Revenues over/(under) Expenditures (1,343,993) (46,497) (93,870)
Grant Fund 250
Revenues 384,800 7,323,273 123,775 4,349,402 (2,973,870) 59%
Expenditures 384,800 7,317,113 178,437 333,464 (6,983,649) 5%
Revenues over/(under) Expenditures 6,160 (54,662) 4,015,939
Utility Fund 300
Revenues 4,513,595 2,332,849 147,601 2,431,009 98,160 104%
Expenditures 4,513,595 2,961,947 377,002 2,480,995 (480,952) 84%
Revenues over/(under) Expenditures (629,098) (229,400) (49,986)
Capital Fund 400
Revenues 835,000 1,552,100 45,833 320,833 (1,231,266) 21%
Expenditures 835,000 1,615,089 18,358 501,625 (1,113,464) 31%
Revenues over/(under) Expenditures (62,989) 27,476 (180,791)
Stormwater Fund 600
Revenues 414,328 241,595 34,527 241,691 97 100%
Expenditures 414,328 251,029 135,134 346,751 95,721 138%
Revenues over/(under) Expenditures (9,435) (100,607) (105,059)
Total All Funds
Revenues 14,179,981 15,518,237 976,106 11,626,580 (3,891,657) 75%
Expenditures 14,179,981 17,557,593 1,379,796 8,040,347 (9,517,246) 46%
Revenues over/(under) Expenditures (2,039,356) (403,690) 3,586,233