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HomeMy WebLinkAbout11/3/2020 - Regular1 Vinton Town Council Regular Meeting Tuesday, November 3, 2020 at 7:00 p.m. PARTICIPATION WILL BE BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016 AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY The Vinton Town Council will hold its regular meeting at 7:00 p.m. on Tuesday, November 3, 2020, using electronic communication means without the public being present in the Council Chambers. Participation by Council members, staff, and the public will only be available through electronic means. The public will have access to observe this regular meeting of Town Council through a livestream on the Town’s Facebook page at www.facebook.com/vintonva. Citizens may register to speak at this Council Meeting by calling the Town Clerk’s Office at 540-983- 0607 or sending an email to sjohnson@vintonva.gov by 12 Noon on Monday, November 2, 2020. Once registered, the citizen who wishes to address Council will be provided the Zoom meeting information and will be allowed to join the meeting and address Town Council by electronic means. AGENDA Consideration of: A. CALL TO ORDER B. CONFIRMATION THAT MEETING IS BEING HELD IN ACCORDANCE WITH ORDINANCE NO. 1016 AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY AND ROLL CALL C. MOMENT OF SILENCE D. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG E. UPCOMING COMMUNITY EVENTS/ANNOUNCEMENTS F. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA ITEMS G. CONSENT AGENDA H. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS I. 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 J. TOWN ATTORNEY K. TOWN MANAGER 1. BRIEFINGS 1. Briefing on the proposed Real Estate Property Lease with an Option to Purchase the vacant property located at 307 South Pollard Street (060.15- 07-43.00) to encourage the expansion of the restaurant located at 303 South Pollard Street, known as Farmburguesa – Acting Town Manager 2. Briefing on the proposed Real Estate Property Lease for a portion of the vacant property located at 110 East Lee Avenue (060.16-02-15.00) to encourage the expansion of the restaurant located at 106 East Lee Avenue, known as the Dogwood Restaurant - Acting Town Manager 2. ITEMS REQUIRING ACTION 1. Consider adoption of an Ordinance approving and authorizing the execution of a Non-Exclusive Wireless Facilities Franchise Agreement and a W ireless Communications Facilities Master License and Pole Attachment Agreement by and between the Town of Vinton and Cox Wireless Access, LLC. – Town Attorney 2. Consider adoption of a Resolution approving the Small Cell Infrastructure Design Guidelines – Anita McMillan 3. PROJECT UPDATES/COMMENTS L. REPORTS FROM COUNCIL COMMITTEES M. APPOINTMENT TO BOARDS/COMMISSIONS/COMMITTEES N. MAYOR O. COUNCIL P. CLOSED SESSION 1. Request to Convene in Closed Meeting, Pursuant to § 2.2-3711 (A) (1) of the 1950 Code of Virginia, as amended, for discussion and consideration of the assignment, duties and performance of the Acting Town Manager and Interim Chief of Police. Q. RECONVENE AND ADOPT CERTIFICATION OF CLOSED MEETING R. ADJOURNMENT Reasonable 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. 3 NEXT COMMITTEE/TOWN COUNCIL MEETINGS: November 10, 2020 – 9:00 a.m. – Finance Committee Meeting November 17, 2020 – 7:00 p.m. – Regular Council Meeting November 18, 2020 – 8:30 a.m. – Public Works Committee Meeting 1 Meeting Date November 3, 2020 Department Administration Issue Briefing on the proposed Real Estate Property Lease with an Option to Purchase the vacant property located at 307 South Pollard Street (060.15-07-43.00) to encourage the expansion of the restaurant located at 303 South Pollard Street, known as Farmburguesa. Summary The owners of the building and restaurant located at 303 South Pollard Street have expressed interest in purchasing the property located at 307 South Pollard Street for the purposes of expanding the restaurant with a physical building addition for cold and dry storage, as well as a semi-enclosed patio for exterior seating. Town staff and the owners have negotiated terms for a “Real Estate Lease with Option to Purchase” that will outline the timeline and requirements of the property improvements and identify the process for transfer of ownership. General Terms of the Agreement include: • The town will provide a real estate lease agreement for one (1) year and provides for up to four (4) additional one year renewals, to provide for adequate time for the owners to meet the minimum required investment and complete construction. • The agreement also provides an Option to Purchase, to protect the property on the tenant’s behalf while site improvements are realized and prior to purchasing the property from the town. • The tenant will pay an annual rent of $250 for use of the property, which is equivalent to the total annual real estate tax assessment for the property. • The tenant will be responsible for maintaining the property and maintain adequate liability and property insurance during the term of the lease agreement, to include all site improvements. • An investment goal of $80,000 has been established to add an addition to the building, constructing an outdoor dining area, install an enclosed dumpster pad with vehicle access, and complete associated landscaping. Town Council Agenda Summary 2 Attachments None Recommendations None Meeting Date November 3, 2020 Department Administration Issue Briefing on the proposed Real Estate Property Lease for a portion of the vacant property located at 110 East Lee Avenue (060.16-02-15.00) to encourage the expansion of the restaurant located at 106 East Lee Avenue, known as the Dogwood Restaurant. Summary The owners of the building and restaurant located at 106 East Lee Avenue have expressed interest in leasing a portion of the property located at 110 East Lee Avenue for the purposes of expanding the restaurant with a patio for exterior seating. Town staff and the owners have negotiated terms for a “Real Estate Lease” that will outline the terms of the agreement. General Terms of the Agreement include: • The town will provide a real estate lease agreement for one (1) year and provides for up to four (4) additional one year renewals. • The tenant will pay an annual rent of $250 for use of the property, which is equivalent to the total annual real estate tax assessment for the property. • The tenant will be responsible for maintaining their identified portion of the property as described within the agreement and maintain adequate liability and property insurance during the term of the lease agreement, to include all site improvements. • An investment goal of $20,000 has been established to construct an outdoor dining area and complete associated landscaping. Attachments None Recommendations None Agenda Summary Meeting Date November 3, 2020 Department Town Attorney Issue Consider adoption of an Ordinance approving and authorizing the execution of a Non-Exclusive Wireless Facilities Franchise Agreement and a Wireless Communications Facilities Master License and Pole Attachment Agreement by and between the Town of Vinton and Cox Wireless Access, LLC. Summary On December 17, 2019, Council adopted Ordinance No. 1010 amending the Town Zoning Ordinance pertaining to telecommunications facilities in order for the Town to be in compliance with the current State Code and the Federal Communications Commission (FCC) regulations for wireless communications facilities and infrastructure. On October 20, 2020, Council held a Public Hearing to receive public comments regarding the approval of a Small Cell Franchise Agreement and Master License and Pole Attachment Agreement between the Town of Vinton and Cox Wireless Access, LLC, for the placement of small cell facilities throughout the Town of Vinton. With regard to the Master License and Pole Attachment Agreement, the Town Attorney has negotiated with Cox a $200.00 Government Building Attachment Fee pursuant to Section 4.2 of said Agreement. Council needs to approve the Ordinance and two Agreements and authorize the Town Manager to execute the said agreements. Attachments Non-Exclusive Wireless Facilities Franchise Agreement Wireless Communications Facilities Master License & Pole Attachment Agreement Ordinance Recommendations Motion to adopt Ordinance Town Council Agenda Summary 1 NON-EXCLUSIVE WIRELESS FACILITIES FRANCHISE AGREEMENT This Non-Exclusive Wireless Facilities Franchise Agreement (“Agreement”) is made and entered into as of this 3rd day of November, 2020, by and between the Town of Vinton, Virginia, a Virginia mu- nicipal corporation (the “Town,” “Grantor,” or “Lessor”), and Cox Wireless Access, LLC, a Delaware lim- ited liability company domesticated in the Commonwealth of Virginia (“Cox Communications,” “Grantee,” or “Lessee”), having an office at 1341 Crossways Boulevard, Chesapeake, Virginia 23320. WHEREAS, Cox Communications has requested the right to install, operate, and maintain Wire- less Facilities in the Town's Public Ways to provide Wireless Services within certain areas of the Town; and WHEREAS, the Town owns and/or manages the Public Ways in the Town, and is authorized by Article VII, § 9 of the Virginia Constitution, Article 1 of Chapter 21 of Title 15.2 of the Code of Virginia, 1950, as amended, and Section 15.2-2030 of the Code of Virginia, 1950, as amended, to lease and/or fran- chise the use of the Public Ways and the airspace above same, under certain terms and conditions further set forth in Chapter 15.1 of Title 56 of the Code of Virginia, 1950, as amended, and federal law pertaining to the same topics; and WHEREAS, the Town is agreeable to leasing and franchising to Cox Communications the use of the Town's Public Ways subject to certain terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing premises, which are expressly incorpo- rated herein, and the mutual promises and covenants herein contained, the Town and Cox Communications agree as follows: Section 1. Grant of Authority. (a) Subject to the terms of this Agreement, the Town hereby grants to Grantee a non-exclusive revocable license to construct, install, maintain, locate, move, operate, place, protect, reconstruct, reinstall, relocate, remove, and replace wireless support structures, Utility Poles, above-ground equipment cabinets, fiber optic or other cable, antennas, conduits, pipes, and related facilities for the provision of Wireless Services in, on, over, under, and through the public streets and public rights-of-way of the Town of Vinton, except the area where prohibited, (for the avoidance of doubt, the Parties acknowledge and agree that the license granted to Grantee expressly includes the right to attach its equipment and Wireless Facilities, as applicable, onto existing Utility Poles, existing Third Party Poles, existing Company Poles, and non-Town- owned street lights or non-Town-owned traffic-control structures within the public streets and rights-of- way). Grantee shall be solely responsible for obtaining any required consents or property rights from state agencies or private persons if and to the extent required by law. Nothing in this Agreement shall be con- strued as consent by the Town for Grantee to provide Cable Service within the Town. (b) Grantee acknowledges that this license is for the benefit of Grantee only, and that Grantee is not authorized to lease, sublease, assign, or otherwise allow any other person (other than an Affiliate of the Grantee) to use or occupy the public streets and public rights-of-way except in accordance with the provisions of this Agreement. (c) Grantee acknowledges that, to the extent allowed by state and federal law, the Town has the authority to adopt ordinances regulating the use of the public streets and public rights-of-way, so long as such ordinances are non-discriminatory, apply equally to all similarly-situated persons, and are related to using the public streets and public rights-of-way of the Town. Grantee agrees to be bound by all such future lawful ordinances so long as it operates infrastructure services or has property or equipment within the public streets or public rights-of-way within the Town. Additionally, the parties acknowledge and agree that if any federal, state, or local law or regulation (including, but not limited to, those issued by the Federal 2 Communications Commission or its successor agency) and any binding judicial interpretation thereof (col- lectively “Laws”) that govern any aspect of the rights and obligations of the parties under this Agreement shall change after the Effective Date of this Agreement, and such change makes any aspect of the rights or obligations under this Agreement inconsistent with then-effective Laws, then the parties agree to promptly amend the Agreement as may reasonably be required to accommodate and/or ensure compliance with any such change in the Laws. (d) This Agreement is not a grant by the Town of any fee simple or other property interest except as expressly set forth in this Agreement and is made subject and subordinate to the prior and contin- uing right of the Town to use the public streets and public rights-of-way occupied by Grantee for the pur- pose of laying, installing, maintaining, repairing, protecting, replacing, and removing sanitary sewers, water mains, storm drains, gas mains, poles, greenways or trails, and other equipment for municipal uses and with the paramount property right of the Town and the public of ingress and egress along, above, over, across, and in said public streets and public rights-of-way. Section 2. Term of the Agreement. (a) The Initial Term of this Agreement shall commence from and after such date (the “Com- mencement Date”) that (i) the Agreement has been approved by the Town Council and (ii) all required bonds, letters of credit, certificates of insurance, and other instruments required by this Agreement have been filed with, and accepted and approved by, the Town, which acceptance and approval shall not be unreasonably delayed, conditioned, or withheld. (b) The initial term of this Agreement shall be ten (10) years, commencing on the date of ap- proval of this Agreement by the Town Council (the “Initial Term”). Unless either party gives ninety (90) days’ written notice of its intention to terminate the Agreement prior to the end of the Initial Term, the Agreement shall thereafter automatically renew for three additional five-year terms (each a “Renewal Term”); provided, however, that either party may, upon giving ninety (90) days’ written notice prior to the end of the Initial Term or any Renewal Term, as applicable, terminate the Agreement. Upon termination of this Agreement as herein provided, and unless the parties are in active good-faith negotiation of a replace- ment agreement or otherwise agree in writing to an extension, Grantee shall be prohibited from further access to the public streets and public rights-of-way of the Town of Vinton for the purposes set forth in this Agreement. The Initial Term and all Renewal Terms may collectively herein be referred to as the “Term” of this Agreement. Notwithstanding anything herein, after the expiration or termination of this Agreement, its terms and conditions shall survive and govern with respect to any remaining Permits in effect until their expiration or termination. (c) Either the Town or the Grantee may terminate this Agreement for an uncured material breach by the other. The non-breaching party must first provide written notice of the existence of a material breach to the breaching party. Such notice shall state the grounds for termination in reasonable detail. The party receiving notice of termination for cause shall thereafter have ninety (90) days to cure, or commence and vigorously pursue good-faith efforts to cure, the alleged material breach. (d) Upon the expiration of this Agreement (including any Renewal Term), or if any portion of Grantee’s facilities are abandoned for a period of time exceeding ninety (90) days, Grantee shall remove its Wireless Facilities and any other equipment permitted to occupy the public streets and public rights-of-way of the Town under this license at its own expense. The Town agrees and acknowledges that all of the equipment, conduits, fixtures, and personal property of Grantee shall remain the personal property of the Grantee and Grantee shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable laws. If, in the event the Grantee fails to remove its facilities after the expiration of the ninety (90) day period and within thirty (30) days following written notice from the requiring removal, the Town may cause such facilities to be removed, without further notice, and charge the actual cost of removal to Grantee, which Grantee shall pay 3 such costs within thirty (30) days after the Town’s written demand to do so. The Town may collect such costs, expenses, and reasonable attorney’s fees for collecting said costs by bringing action in any court of competent jurisdiction. Section 3. Definitions. For the purposes of this Agreement and the interpretation and enforcement thereof, the following words and phrases have the following meanings, unless the context of the sentence in which they are located manifestly demands otherwise: Affiliate means a person or entity that directly or indirectly or through one or more intermediaries owns, controls, is owned or controlled by, or is under common ownership or control with, another person or entity. Cable Service has the same meaning as it is given in 47 U.S.C. § 522, as amended, and is synony- mous with the term “cable television service.” Conduit means any materials, such as metal or plastic pipe, that protects wire, cable, lines, fiber optic cable, or other technology for the provision of telecommunications services. Duct means a pipe, tube, channel, or similar item for carrying wires, lines, cables, fiber optic cable, or other wireline technology for the provision of telecommunications services. Fiber optic or other cable and related facilities means fiber optic cables or other cables, facilities, conduits, converters, splice boxes, handholds, manholes, vaults, equipment, drains, surface location mark- ers, appurtenances, and related facilities located or to be located by Grantee in the public streets or public rights-of-way of the Town used or useful for the transmission of telecommunications services. Micro-wireless facility means a small wireless facility that is not larger in dimension than 24 inches in length, 15 inches in width, and 12 inches in height and that has an exterior antenna, if any, not longer than 11 inches. Public streets and public rights-of-way or public ways means the surface of and the space above and below any public street, road, highway, avenue, sidewalk, way, greenway/trail, bridge, viaduct, alley, or other public right-of-way, including unimproved surfaces, now or hereafter held by the Town for the purpose of public travel, communications, alarms, street lighting, power distribution, water or sewer service or other public use, whether present or future, to the extent of the Town’s right, title, interest, or authority to grant a franchise to occupy and use such streets and easements for the purpose of providing telecommu- nication infrastructure services. Public works project or public improvements means, without limitation, the construction, recon- struction, realignment, paving, repaving, or other work on any public street or public right-of-way, change of grade or alignment of any public street or public right-of-way, the construction or reconstruction of any water, sanitary sewer, storm sewer, force main, drainage, greenway/trail, or communications facility of the Town. Small wireless facility or small cell facility means a facility that meets each of the following con- ditions: (1) The facilities: a. Are mounted on structures 50 feet or less in height including their antennas; b. Are mounted on structures no more than 10 percent taller than other adjacent struc- tures; or c. Do not extend existing structures on which they are located to a height of more than 50 feet or more than 10 percent, whichever is greater; 4 (2) Each antenna associated with the deployment, excluding associated antenna equipment, is no more than three cubic feet in volume; (3) All other wireless equipment associated with the structure, including the wireless equipment associated with the antenna and any pre-existing associated equipment on the structure, is no more than 28 cubic feet in volume; and (4) The facilities do not require antenna registration with the FAA. Telecommunications facilities means the plant, equipment, and property, including but not limited to the poles, light poles, Utility Poles, pipes, mains, conduits, ducts, fiber optic and other cables, circuits, and wires, antennas, radios, new wireless support structures and any other equipment and property used by Grantee to provide telecommunication infrastructure services. Telecommunications Facilities permitted hereunder expressly include fiber cable in, on, or over the public streets or public rights-of-way that may be installed by Grantee. Additionally, Grantee may use the fiber optic cable of any telecommunications service provider that is franchised by the Town, with the valid authorization of such third-party provider and in accordance with the applicable permitting requirements of the Town. The term Telecommunications Facilities also includes Wireless Facilities. Telecommunications Services means the providing or offering for rent, sale, or lease, or in exchange for other value received, the transmittal of signals, including but not limited to, voice, data, image, graphic, or video or other programming information, except cable television service, between or among points by wire, lines, cable, fiber optics, circuits, laser, infrared, microwave, radio, satellite or other Telecommunica- tions Facilities, but in no case includes cable television service. Third Party Pole means any existing structure that is not owned, in whole or in part, by the Town or the Grantee, and is installed within the public streets and public rights-of-way. Utility Pole means a structure owned, operated, or owned and operated by a public utility, local government (other than the Town), or the Commonwealth that is designed specifically for and used to carry lines, cables, or wires for communications, cable television, or electricity. Section 4. Compliance with Laws. The parties shall at all times during the Term of this Agreement comply with all applicable federal, state, and local laws, ordinances, and regulations. Expressly reserved to the Town is the right to adopt, in addition to the provisions of this Agreement and existing laws, such additional ordinances and regulations as it may deem necessary for the lawful exercise of its police power for the benefit and safety of the public, as set forth in Section 1.c. Section 5. Construction; Location or Relocation of Facilities. All facilities of the Grantee shall be constructed, installed, and located in accordance with the following terms and conditions, unless other- wise required by law or written order of the Town based on sound engineering considerations. (a) Whenever existing overhead electric utilities, cable facilities, or telecommunications facil- ities are relocated underground within a particular segment of a public street or public right-of-way, the Town may also require the Grantee to relocate its wireless facilities underground, provided that: (i) such relocation does not prohibit, or have the effect of prohibiting, Grantee’s Wireless Services in such locations; (ii) the relocation is commercially reasonable, taking into account both costs and grants or other funds available for such undergrounding; (iii) the Town complies with the Undergrounding Notice Requirements as provided in this Agreement; and (iv) the additional incremental costs of such underground relocation (as compared to aerial) shall be paid by the Town. Any such relocation, if required, shall be made concurrently with other utilities following “dig once” practices so as to minimize costs and disruption of the public streets or public rights-of-way. The Undergrounding Notice Requirements are as follows: 5 • The Town shall first notify Grantee in writing that it intends to require relocation of certain of the Grantee’s Wireless Facilities pursuant to this Section. • Grantee shall thereafter have thirty (30) days to respond to the Town in writing, specifying a good-faith estimate of the project costs associated with such relocation with reasonable itemi- zation of costs in order for the Town to analyze cost avoidance it might undertake. • If the parties conclude in writing that such relocation is commercially reasonable, and deter- mine to proceed with the relocation, Grantee shall have ninety (90) days thereafter to effectuate same; provided, however, that if Grantee determines, in good faith, that additional time is re- quired to complete the relocation, this timeframe shall be reasonably extended as necessary. • Once the relocation is complete, Grantee shall submit an invoice to the Town, together with documentation therefor, for the costs payable by the Town pursuant to this Section, and the Town shall promptly remit payment to the Grantee. For the avoidance of doubt, the parties acknowledge and agree that this Section, and any relocation require- ment hereunder shall not apply to Small Wireless Facilities and their support structures, including those that are located on structures such as street lights, traffic-control structures, and buildings, that must be located above ground due to the nature of such facilities and their ability to provide Wireless Services. If, during the term of this Agreement, technology changes such that such facilities may serve their function while remaining underground, this clause may be renegotiated upon the Town’s proposal of a new public works project requiring undergrounding. (b) Grantee shall obtain all required permits for the construction or installation of its Wireless Facilities as required in this Agreement; provided, however, that nothing in this Agreement shall be con- strued to prohibit the Town and the Grantee from agreeing to an alternative plan to review future town permit and construction procedures, provided such alternative procedures do not present an undue hardship to Grantee and provide substantially equivalent safeguards for responsible construction practices. (c) In the performance and exercise of its rights and obligations under this Agreement, Grantee shall not interfere in any manner with the existence and operation of any public street or public or private right-of-way, sanitary sewer, water line, storm drain, gas main, pole, overhead or underground electric or telephone wires, television cables, public works, facilities of other telecommunications or information ser- vices providers, or Town property, without the prior approval of the Town. (d) Except as may be expressly provided herein, nothing in this Agreement shall be construed to abrogate or limit the right of the Town of Vinton to perform any public works or public improvements. If any Wireless Facilities interfere with construction, operation, maintenance, repair, or removal of such public works or public improvements, within one hundred eighty (180) days following Grantee’s receipt of written notice from the Town (or such other time period as may be set forth in Section 5(e) or as may be agreed by the Town and the Grantee) Grantee shall, at its own expense, protect, alter, remove, or relocate its facilities, as directed by the Town through its authorized agents. If the Grantee fails so to protect, alter, remove, or relocate equipment within such period, the Town may break through, remove, alter, or relocate the Wireless Facilities without any liability to the Town, and the Grantee shall pay to the Town the actual costs it incurs in connection with such breaking through, removal, alteration, or relocation. Grantee shall also reimburse the Town for or bear any additional cost actually incurred by the Town as a result of Grantee’s failure to comply with the Town’s request to protect, alter, or remove equipment or Facilities under this Agreement. The Town may collect actual costs it has incurred in collecting such costs as debts owed to the Town, by bringing action in any court of competent jurisdiction or exercising the Town’s rights to draw on bonds or letters of credit, or in any other lawful manner, individually or in combination. (e) In the event of a life-threatening emergency, the Town retains the right and privilege to cut or move any Wireless Facilities located within the public rights-of-way as the Town may deem necessary, appropriate, or useful in response to such emergency. The Town will endeavor to notify the Grantee of such 6 emergencies which may impact its Wireless Facilities. Nothing herein shall create any duties or obligations on the Town to so notify Grantee, nor shall the Town, its officers, agents, employees, or volunteers be liable for any failure so to notify the Grantee. (f) The Wireless Facilities shall be located so as not to interfere with public safety or, to the extent possible, with the convenience of persons using the public streets or rights-of-way for transient or transportation purposes. Grantee shall construct, maintain, and locate Wireless Facilities so as not to inter- fere with construction, location, and maintenance of sewer, water, drainage, electrical, signal, and fiber optic facilities of the Town. (g) Except in the case of emergencies, Grantee shall not move, alter, change or extend any of its telecommunications infrastructure system in any public street or public right-of-way unless prior written notice of its intention to do so is given to the Town and permission in writing to do so is granted, or such requirement is waived, by the Town Manager. The Town shall use its best efforts to either approve or deny Grantee's request to relocate the Wireless Facilities within fifteen (15) days of receipt of Grantee's request. Such permission shall be conditioned upon compliance with the terms and conditions of this Agreement, with such other terms and conditions as will preserve, protect and promote the safety of the public using the public ways, and as will prevent undue interference with or obstruction of the use of the public ways by the public, the Town or by any other public utility, public service corporation, or cable television service operator for their respective purposes and functions. Such work by Grantee shall also be coordinated with the Town’s annual paving program through the Town Department of Public Works. (h) Grantee shall not open, disturb, or obstruct, at any time, any more of the public streets or public rights-of-way than is reasonably necessary to enable it to proceed in laying or repairing its telecom- munications infrastructure system. Grantee shall not permit any public street or public right-of-way so opened, disturbed or obstructed by it to remain open, disturbed or obstructed for a longer period of time than shall be reasonably necessary. In all cases where any public street or public right-of-way is excavated, disturbed or obstructed by Grantee, Grantee shall take all precautions necessary or proper for the protection of the public and shall maintain adequate warning signs, barricades, signals and other devices necessary or proper to adequately give notice, protection and warning to the public of the existence of all actual condi- tions present. (i) After the installation, removal, relocation or construction or maintenance of the Wireless Facilities is completed, Grantee shall, at its own cost, repair and return the public streets or public rights- of-way to a minimum of the same or similar condition existing before such installation, removal, relocation construction or maintenance, in a manner as may be reasonably specified by the Town and to the reasonable satisfaction of the Town. Grantee shall be responsible for damage to Town street pavements, existing util- ities, curbs, gutters, and sidewalks due to Grantee's installation, construction, maintenance, repair or re- moval of its Wireless Facilities in the public streets, public rights-of-way, and shall repair, replace and restore in kind, the said damaged property at its sole expense. Upon failure of Grantee to repair, replace, and restore said damaged property, in a manner as may be reasonably specified by the Town and to the reasonable satisfaction of the Town, after thirty (30) days' notice in writing shall have been given by the Town, or a different time frame to which Grantee and the Town reasonably agree, the Town may cause such necessary repairs to be made ("Self Help Repairs") and may collect the costs incurred from Grantee, including but not limited to, exercising the Town's rights to draw on bonds or letters of credit. The Town may collect such costs, and any expenses and attorney fees incurred in collecting such costs, as debts owed to the Town, by bringing action in any court of competent jurisdiction or in any manner allowed by law. (j) Except as otherwise necessitated by installation, operation and maintenance of the Wireless Facilities contemplated by this Agreement, neither Grantee, nor any person acting on Grantee's behalf, shall take any action or permit any action to be done which may impair or damage any Town Property, including, but not limited to, any public street, public right-of-way or other property located in, on or adjacent thereto. As stated supra, Grantee shall, at its own cost, repair and return any Town Property to the same or similar 7 condition existing before such installation, removal, relocation construction or maintenance, in a manner as may be reasonably specified by the Town and to the reasonable satisfaction of the Town. Notwithstand- ing this provision, Grantee shall not be responsible for impairment or damage to Town Property caused by Self Help Repairs. (k) In the event of an unexpected repair or emergency, Grantee may commence such repair and emergency response work as required under the circumstances, provided, however, that Grantee shall notify the Town as promptly as possible, before such repair or emergency work is started (or as soon there- after as possible if advance notice is not practicable). (l) Grantee shall maintain its Wireless Facilities in good and safe condition and in a manner that complies with all applicable federal, state and local requirements, laws, ordinances, and regulations. (m) Grantee shall at all times employ a high standard of care and shall install and maintain and use approved methods and devices for preventing failure or accidents which are likely to cause damages, injuries, or nuisances to the public. (n) Grantee shall obtain all required permits from the Town and any other governmental entity having jurisdiction prior to commencing work of any nature and shall comply with all terms and conditions of any such permit. Grantee shall furnish detailed plans of the work and other required information, and shall pay all required fees prior to issuance of a permit in accordance with the rates in effect at the time of payment. Grantee shall comply with all applicable ordinances and permitting requirements. The Town shall issue all permits in accordance with applicable law, including Chapter 15.1 of Title 56 of the Code of Virginia, 1950, as amended. A single permit may be issued for multiple excavations, pole installations, or pole attachments to be made in public streets and rights-of way; provided, however, any applicable fees established by the Town shall apply to each such excavation, pole installation or pole attachment unless otherwise provided by law. Ex- ceptions to the requirement for a written permit may be allowed in cases of emergencies involving public safety or restoration of service. In the case of emergency excavations or pole-related repairs made in a public street or public right-of-way without a permit, Grantee shall make a report of each such excavation or pole-related repair to the Town within two (2) business days and pay any applicable administrative fee (without penalty). Any permit application and inspection related to repair of excavations or pole-related repairs shall be promptly acted upon by the Town so as not to unreasonably delay Grantee in efficiently discharging its public service obligation and in any event shall be granted or denied within thirty (30) days from submission and, if denied, accompanied by a written explanation of the reasons the permit was denied and the actions required to cure the denial. (o) Restoration of roads. (1) Promptly after installation, repair or extension of a telecommunications infrastructure system or any portion thereof or any pavement cut by Grantee in any public way of the Town, the incidental trenches or excavations shall be refilled by Grantee in a manner reasonably acceptable to the Town. Pavement, sidewalks, curbs, gutters, or any other portions of public ways damaged, disturbed or destroyed by such work shall be promptly restored and replaced with like materials to their former condition by Grantee at its own expense; however, where it is necessary, and if authorized by the Town, in order to achieve the former conditions, Grantee shall use materials whose type, speci- fication and quantities exceed or are different from those used in the installation, then Grantee, at its own expense, shall provide such different materials. Where a cut or disturbance is made in a section of sidewalk or paving, rather than replacing only the area actually cut, Grantee shall replace the full width of the existing sidewalk or ap- propriate sections of paving as determined by the Town Department of Public Works 8 and the full length of the section or sections cut, a section being defined as that area marked by expansion joints or scoring or as determined by the Town Department of Public Works. Grantee shall maintain, repair and keep in good condition for a period of one (1) year following such disturbance all portions of public ways disturbed by Grantee, provided such maintenance and repair shall be necessary because of defective workmanship or materials supplied by Grantee. (2) All trees, landscaping and grounds removed, damaged or disturbed as a result of the construction, installation maintenance, repair or replacement of Wireless Facilities shall be replaced or restored, as nearly as may be practicable, to the condition existing prior to performance of work. All restoration work within the public ways or other areas shall be done in accordance with landscape plans approved by the Town. (p) Restoration of utilities. (1) Grantee shall promptly remove or correct any obstruction, damage, or defect in any public street or public right-of-way caused by Grantee in the installation, operation, maintenance or extension of Grantee's telecommunications infrastructure system. Any such obstruction, damage, or defect which is not promptly removed, repaired or cor- rected by Grantee within thirty (30) days following proper written notice to do so, given by the Town to Grantee, may be removed or corrected by the Town, and the cost thereof shall be charged against Grantee and payable on demand. Any expense, cost, or damages incurred for repair, relocation, or replacement to Town water, sanitary sewer, storm sewer, storm drainage, telecommunication facilities, or other property resulting from construction or maintenance of Grantee's telecommunications infra- structure system shall be borne by Grantee, and any and all expense and cost incurred in connection therewith by the Town shall be fully reimbursed by Grantee to the Town. (2) If weather or other conditions do not permit the complete restoration required by this Section, Grantee shall temporarily restore the affected property. Such temporary res- toration shall be at Grantee's sole expense and Grantee shall promptly undertake and complete the required permanent restoration when the weather or other conditions no longer prevent such permanent restoration. (3) Grantee or other person acting in its behalf shall use suitable barricades, flags, flaggers, lights, flares and other measures as required for the safety of all members of the general public and to prevent injury or damage to any person, vehicle or property by reason of such work in or affecting such ways or property and shall comply with all federal, state, and local laws and regulations, including, but not limited to, the flagging requirements of the Virginia Department of Transportation. (q) Except in the case of the Town's negligence or intentional or willful misconduct, the Town, its officers, agents, or employees, shall not be liable for any damage to or loss of any of Grantee's telecom- munications services or Wireless Facilities within the public ways or any other areas of the Town as a result of or in connection with any public works, public improvements, construction, excavation, grading, filling, or work or activity or lack of any activity of any kind by or on behalf of the Town. (r) Grantee shall cooperate with the Town in coordinating its construction activities as follows: (1) Grantee shall provide the Town with a schedule of its proposed construction activities prior to commencing any expansion of its backbone system; (2) Upon request, Grantee shall meet with the Town and other users of the public rights- of-way to coordinate construction; and 9 (3) All construction locations, activities and schedules shall be coordinated, as directed by the Town Department of Public Works, to minimize public inconvenience, disruption or damages. Grantee shall submit a written construction schedule to the Town at least ten (10) business days before commencing any work in or about the public streets or public rights-of-way. Grantee shall further notify the Town not less than five (5) work- ing days in advance of such excavation or work and shall comply with the provisions of the Virginia Underground Utility Damage Prevention Act, Section 56-265.14 et seq. of the Code of Virginia, 1950, as amended. (s) Notwithstanding anything to the contrary in this Section, the installation, placement, maintenance, or replacement of Micro-Wireless Facilities that are suspended on cables or lines that are strung between existing utility poles in compliance with national safety codes shall be exempt from locality- imposed permitting requirements and fees. Section 6. Compensation. Subject to and without waiving the Town’s property rights in superja- cent airspace, pursuant to Section 56-484.29(B) of the Code of Virginia, 1950, as amended, there shall be no compensation due to the Town from the Grantee in connection with Wireless Facilities installed on existing structures not owned by the Town. Locations of new small Wireless Facilities in the public right- of-way shall pay $270 per year in compensation. In the event that preemption of Virginia state franchising laws by the Federal Communications Commission shall cease or be modified in a manner that respects the proprietary rights of the Commonwealth in its public property, the rates shall be: (a) $1,000 for any small wireless facility below 50 feet in height; (b) $1,500 for any small wireless facility above 50 feet in height but not more than 120 feet in height; (c) $5,000 for any structure exceeding 120 feet in height; and (d) $1.00 per square foot for any associated equipment shelter, cabinets, or base station on the ground. These rates shall be adjusted every five years, as of January 1 of that year, in an amount equal to the annual increases in that five-year period in the United States Average Consumer Price Index for all items, all urban consumers (CPI-U), as published by the Bureau of Labor Statistics for the U.S. Department of Labor, rounded to the nearest whole dollar. Rent for runs of aerial wires or cables or runs of underground conduit shall be as set forth in the Virginia Public Rights-of-Way Use Fee, as amended from time to time. Section 7. Mapping. (a) Grantee shall maintain an accurate map of its Wireless Facilities. Grantee shall provide the Town with "as built" drawings and an accurate map or maps showing the location of the Wireless Facilities, including pole lines and conduit lines and any other details reasonably requested by the Town, to include a digitized map(s) in both printed and electronic form readable by the current version of Auto CAD and tied to the Virginia State Plane Coordinate System and tied to the Town's Survey Control monuments and geo- graphic information system certifying the location of all Wireless Facilities within the Town. Grantee shall, upon request, provide updated maps annually. (b) If any of the requested information of Grantee in this Agreement is considered proprietary, confidential or a trade secret, Grantee will notify the Town of this opinion and the Town will keep such information confidential to the extent permitted by the Virginia Freedom of Information Act (Sections 2.2- 3700 through -3714 of the Code of Virginia, 1950, as amended) or other any successor statute or law. Grantee will submit an existing facilities map as a condition precedent to the Town's approval of this Agree- ment. As for new installations, after the effective date of this franchise, Grantee shall submit the proposed mapping of its plans for new construction to the Town prior to any construction. As-built drawings of any 10 new construction of Wireless Facilities shall be furnished to the Town within sixty (60) days of completion of such construction. All as-built maps and drawings shall be drawn to scale and reference to a physical Town benchmark to the extent the physical benchmark is in reasonable proximity to Grantee's new instal- lation. All mapping shall be provided in a format compatible to the Town's present and future mapping systems. Alternatively, Grantee will pay for the cost of making the mapping compatible. (c) Prior to its installation of any Wireless Facilities in the public streets or public rights-of- way and after Grantee provides the Town with its proposed plans for the facilities, the Town may in its discretion designate certain locations to be excluded from use by Grantee for its Wireless Facilities, includ- ing, but not limited to, ornamental or similar specially designed street lights or other facilities or locations which, in the reasonable judgment of the Town Department of Public Works, do not have electrical service adequate for or appropriate for Grantee's Wireless Facilities or cannot safely bear the weight or wind load- ing thereof, or any other facility or location that in the reasonable judgment of the Town Department of Public Works is incompatible with the proposed Wireless Facilities or would be rendered unsafe or unstable by the installation. The Town Department of Public Works may further exclude certain other facilities that have been designated or planned for other use or are not otherwise proprietary, legal, or other limitations or restrictions as may be reasonably determined by the Town. In the event such exclusions conflict with reasonable requirements of Grantee, the Town will cooperate in good faith with Grantee to attempt to find suitable alternatives, if available, provided that the Town shall not be required to incur financial costs nor require the Town to acquire new locations for Grantee. Grantee shall, prior to any excavation or installation within the public streets or public rights-of-way, provide sufficient notification and joint installation oppor- tunity on a shared cost basis to potential users of the public streets or public rights-of-way as may be pro- vided for by a separate Town policy. Such notification and adopted policies shall be designed to maximize co-location of providers to minimize the disturbance to the public streets or public rights-of-way and max- imize its useable capacity. Section 8. Insurance Requirements. At all times during the Term of this Agreement, Grantee shall, at its expense, maintain the insurance policies listed herein. Any required policy obtained through a third-party insurer shall be in a form and with an insurance company authorized or permitted to do business in the Commonwealth of Virginia and have a rating of no less than A- VII by A.M. Best Co. Although Grantee is not currently self-insured, the Town acknowledges and agrees that Grantee may elect to self- insure during the Term of this Agreement if: (a) Grantee meets the self-insurance requirements promulgated under Virginia law; and (b) Grantee has processed any necessary applications and/or materials with the state of Virginia required to self-insure (and has provided copies of same to the Town). (a) Commercial General Liability. Grantee shall procure and maintain throughout the Term of this Agreement commercial general liability insurance with limits of five million dollars ($5,000,000.00) for bodily injury (including death), and for property damage (each occurrence). Grantee agrees that it will include the Town as an additional insured as its interest may appear under this Agreement. However, the parties acknowledge that Grantee may meet the policy limit in this Section by combination of Grantee's General Commercial Liability Policy and Grantee's Umbrella or Excess Liability Policy. (b) Contractual Liability. Broad form Contractual Liability insurance, including the indemni- fication obligations of Grantee set forth in this Agreement. (c) Workers’ Compensation. Statutory limits. (d) Commercial Automobile Liability. Commercial Automobile Liability insurance having a combined single limit of liability of One Million Dollars ($1,000,000) applicable to owned or non-owned vehicles used in the performance of any work under this Agreement. (e) Pollution Liability Insurance. Grantee shall maintain during the life of this Agreement Pol- lution Liability Insurance in the amount of One Million Dollars ($1,000,000) for each occurrence. Coverage 11 shall be provided for bodily injury and property damage resulting from pollutants which are discharged suddenly and accidentally. Such insurance shall also provide coverage for cleanup costs. (f) Grantee shall, prior to commencing construction pursuant to the execution of this Agree- ment or within ten (10) business days after the granting of a permit contemplated by this Agreement, which- ever is sooner, furnish to the Town certificates of insurance, showing the type, amount, effective dates and date of expiration of the policies, and thereafter prior to the expiration of any such policy or change in the amount or conditions, of coverage. Such certificate or certificates and evidence of insurance shall include the Town, its officers, and employees as additional insureds as their interest may appear under this agree- ment excluding Worker's Compensation and Employer's Liability. Section 9. Surety. Within thirty (30) days after this Agreement is approved by the Town Council, and prior to the issuance of any permits for construction by Grantee, Grantee shall furnish and file with the Town a performance bond, in a form approved by the Town Attorney, and written by a surety authorized or permitted to do business in the Commonwealth of Virginia, in the sum of Fifty Thousand Dollars ($50,000). The rights reserved to the Town with respect to such performance bond shall be in addition to all other rights Grantor may have under this Agreement or any other law. Section 10. Transfer of ownership. Notwithstanding any provision of this Agreement, Grantee may not assign, transfer, lease, or sell any of the rights and privileges granted hereunder without the ap- proval of the Town Manager, which approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that no such consent need be obtained if Grantee assigns, transfers, leases or sells any rights and privileges granted hereunder to any of its principal, affiliates, subsidiaries of its principal, or to any entity which acquires all or substantially all of Grantee's assets by reason of a merger, acquisition, or other business reorganization (each a "Permitted Transfer"). Notwithstanding anything contained herein to the contrary, a Permitted Transfer shall not be effective until such transferee has filed with the Town of Vinton a duly executed instrument reciting the fact of such assignment, transfer, lease, or sale and accepting the terms of this Agreement and agreeing to perform all of the conditions hereof. The Town and Grantee acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, certain Wireless Facilities deployed by Grantee in the rights-of-way pursuant to this Agreement may be owned and/or oper- ated by Grantee's third-party wireless carrier customers ("Carriers") and installed and maintained by Grantee pursuant to license agreements between Grantee and such Carriers. Such facilities shall be treated as Grantee's Wireless Facilities for all purposes under this Agreement provided that (i) Grantee remains responsible and liable for all performance obligations under this Agreement with respect to such facilities; (ii) the Town's sole point of contact regarding such facilities shall be Grantee; and (iii) Grantee shall have the right to remove and relocate said facilities. Section 11. Indemnification. Grantee agrees to indemnify, defend, and hold harmless the Town, its officers, employees, and agents from and against all claims, demands, losses, damages, liabilities, fines, and penalties, and all actual costs and expenses incurred in connection therewith, including, without limi- tation, reasonable attorney's fees and costs of defense (collectively the losses) arising out of any breach by Grantee of the terms and conditions of this Agreement, except to the extent proximately caused by the negligence or willful misconduct of the Town of Vinton, its officers, employees and agents. In addition, Grantee shall protect, indemnify, and hold harmless the Town, its officers, agents, and employees, from any and all demands for fees, claims, suits, actions, causes of action, or judgments based on the alleged infringement or violation of any patent, invention, article, arrangement, or other apparatus that may be used in the performance of any work or activity arising out of the use of any facilities or the provision of service, except to the extent proximately caused by the negligence or willful misconduct of the Town of Vinton, its officers, employees or agents. Notwithstanding any provision of this Agreement, to the extent permitted by law and without waiving the Town's sovereign immunity, neither the Grantor nor the Grantee shall be liable to the other for consequential, indirect, or punitive damages (including lost revenue, loss of equipment, interruption, loss of service, or loss of data) for any cause of action, whether in contract, tort, or otherwise, 12 even if the Town or Grantee was or should have been aware of the possibility of these damages, whether under theory of contract, tort (including negligence), strict liability, or otherwise. Section 12. Hazardous Substances. In its performance of this Agreement, Grantee shall not transport, dispose of or release any hazardous substance, material, or waste, except as reasonably necessary to allow Grantee in performance of its work under this Agreement or to reliably provide its services, and in any event Grantee shall comply with all federal, state, and local laws, rules, regulations, and ordinances controlling air, water, noise, solid wastes, and other pollution, and relating to the storage, transport, release, or disposal of hazardous material, substances or waste. Regardless of the Town's acquiescence, Grantee shall indemnify and hold the Town, its officers, agents, employees, and volunteers harmless from all costs, claims, damages, causes of action, liabilities, fines or penalties, including reasonable attorney's fees, result- ing from Grantee's violation of this Section and agrees to reimburse the Town for all costs and expenses incurred by the Town in eliminating or remedying such violations. Grantee also agrees to reimburse the Town and hold the Town, its officers, agents, employees, and volunteers harmless from any and all costs, expenses, attorney's fees, and all penalties or civil judgments obtained against any of them as a result of Grantee's use or release of any hazardous substance or waste onto the ground, or into the water or air from, near or upon the Town's premises. Grantee shall not be responsible for any condition, including the release of a hazardous material, substance or waste to the extent that such existed on the effective date of this Agreement or that otherwise did not result from Grantee's activities. For purposes of this Section, the fol- lowing definitions shall apply: "Hazardous Substances" means asbestos and any and all pollutants, dangerous substances, toxic substances, hazardous wastes, hazardous materials, and hazardous substances as referenced or defined in, or pursuant to, any federal, state, local, or other applicable environmental law, statute, ordinance, rule, order, regulation, or standard in effect on the date of a release including, without limitation, the Resource Conservation and Recovery Act (42 U.S.C § 6901 et seq.), as amended, the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 135 et seq.), as amended, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), as amended, and the Toxic Substance Control Act (15 U.S.C. § 2601, et seq.), as amended. "Release" includes the placing, releasing, depositing, spilling, leaking, pumping, emitting, empty- ing, discharging, injecting, escaping, leaching, disposing, or dumping of any substance. Section 13. Applicability of State Law. (a) This Agreement may cover existing wireless support structures and the installation and maintenance of Small Wireless Facilities on existing structures as provided in Chapter 15.1 of Title 56 of the Virginia Code. As of the effective date of this Agreement, the Town does not permit attachment of any Small Cell Facility on Grantor Poles except pursuant to separate Master Lease Agreement. If, during the term of this Agreement, the Town of Vinton allows third-party Small Cell Facility attachment to Grantor Poles, then Grantee shall have the right to install or relocate Telecommunications Facilities to Grantor Poles at Grantee's expense, upon request of Grantee and execution of a separate Master Lease Agreement between Grantee and the Town on terms and conditions satisfactory to the parties. (b) In the event of any conflict between this Agreement and the provisions of state law, state law shall control. Section 14. General Provisions. (a) Authority. Grantee warrants and represents that it has obtained all necessary and appropri- ate authority and approval from all applicable federal and state agencies or authorities to provide all Wire- less Facilities and services it intends to provide within the Town, and upon request by the Town will provide evidence of such authority. 13 (b) Other remedies. Nothing in this Agreement shall be construed as waiving or limiting any rights or remedies that the Town or Grantee may have, at law or in equity, for enforcement of this Agree- ment. (c) Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Agreement, or its application to any person, is, for any reason, declared invalid, in whole or in part by any court or agency of competent jurisdiction, said decision shall not affect the validity of the remaining por- tions hereof. (d) Non-waiver. Neither party shall be excused from complying with any of the provisions of this Agreement by any failure of the other party, upon any one or more occasions, to insist upon strict performance of this Agreement or to seek the other party's compliance with any one or more of such terms or conditions of this Agreement. (e) Conflicts of law. If there is a conflict between the provisions of this Agreement and any law, whether federal, state, or local, including all future laws and ordinances, the law and conflicting Agree- ment provision will, to the extent reasonably possible, be construed so as to be consistent with each other and if such construction is not reasonably possible, the conflicting provision of this Agreement shall be deemed superseded by such law and have no effect, notwithstanding the contract clause of the Virginia or United States Constitutions. (f) Controlling law and venue. By virtue of entering into this Agreement, Grantee agrees and submits itself to a court of competent jurisdiction in Roanoke County, Virginia or in the United States District Court for the Western District of Virginia, Roanoke Division, and further agrees that this Agree- ment is controlled by the laws of the Commonwealth of Virginia or any applicable federal laws and that all claims, disputes and other matters shall be decided only by such court according to the laws of the Com- monwealth of Virginia or any applicable federal laws or by any regulatory body with jurisdiction, including, to the extent such jurisdiction might exist, the Federal Communications Commission. (g) Captions. The section captions and headings in this Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (h) Nondiscrimination. During the performance of this Agreement, Grantee agrees that it will not discriminate against any employee or applicant for employment on the basis of race, religion, color, sex, disability, or national origin. Grantee agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. Grantee in all solicitations or advertisements for employees placed by or on behalf of Grantee, will state that Grantee is an equal opportunity employer. Notices, advertisements and solicitations placed in accordance with fed- eral law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements herein. (i) Notices. Notices to be given pursuant to this Agreement shall be in writing and addressed as follows: To the Town: Town Manager 311 South Pollard Street Vinton, Virginia 24179 With a copy to: Town Attorney Guynn, Waddell, Carroll & Lockaby 415 South College Ave. Salem, Virginia 24153 14 To Town Department of Public Works: Vinton Department of Public Works 804 Third Street Vinton, Virginia 24179 To Grantee: Cox Wireless Access, LLC 1341 Crossways Boulevard Chesapeake, Virginia 23320 With a copy to: Cox Communications Attn: Vice President, Government Affairs 6205B Peachtree-Dunwoody Road Atlanta, Georgia 30328 Witness the following signatures: Grantor: Town of Vinton, Virginia ____________________________________ (Seal) By: Richard W. Peters, Jr. Its: Acting Town Manager COUNTY OF ROANOKE/TOWN OF VINTON COMMONWEALTH OF VIRGINIA, The foregoing instrument was acknowledged before me this _____ day of _________________, 2020, by Richard W. Peters, Jr., Acting Town Manager, on behalf of the Town of Vinton, Virginia. My commission expires: _______________ Notary registration number: _______________ ____________________________________ Notary Public 15 Grantee: Cox Wireless Access, LLC ______________________________________ (Seal) By: ___________________________________ Its: ____________________________________ CITY/COUNTY OF ____________________________, COMMONWEALTH OF VIRGINIA, The foregoing instrument was acknowledged before me this _____ day of _________________, 2020, by __________________________, ______________________, on behalf of Cox Wireless Access, LLC. My commission expires: _______________ Notary registration number: _______________ ____________________________________ Notary Public 1 WIRELESS COMMUNICATIONS FACILITIES MASTER LICENSE & POLE ATTACHMENT AGREEMENT THIS WIRELESS COMMUNICATIONS FACILITIES MASTER LICENSE AGREEMENT ("Agreement") is entered into this 3rd day of November, 2020 ("Effective Date"), by and between the Town of Vinton, Virginia, a municipal corporation of the Commonwealth of Virginia (the "Town" or "Licensor"), and Cox Wireless Access, LLC, a Delaware limited liability company ("Licensee"). Licensor and Licensee are at times collectively referred to hereinafter as the "Parties" or individually as a "Party." RECITALS A. Licensor manages the public rights-of-way situated within its jurisdictional boundaries and owns as its personal property a certain number of poles and related facilities located in the public rights-of- way. B. Licensee owns and/or controls, maintains, and operates a wireless communications network, for which Licensee desires to install, attach, operate, and maintain wireless communication facilities on structures owned by the Town in the public rights-of-way on the terms and conditions provided herein. AGREEMENT 1. Definitions. For purposes of this Agreement, the capitalized terms below shall have the following meanings ascribed to them. Code means the Code of Virginia, 1950, as amended, and Town Code of the Town of Vinton, 1999, as amended. Control shall mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation and the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute or according to the provisions of a contract. Equipment means the radios, antennas, transmitters, and other wireless transmission or transport devices attached, mounted, or installed on a pole located in Rights-of-Way, in addition to related control boxes, fiber optic and other cables, wires, conduit, power sources, grounding equipment, signage, battery backup and other equipment, structures, and appurtenances to the point where the Equipment terminates and interconnects with wireline transport infrastructure. This definition shall include new types of communications equipment that may evolve or be adopted using wireless or backhaul technologies. Franchise means that certain agreement between the Town and the Licensee entitled “Non- Exclusive Wireless Facilities Franchise Agreement” dated “November 3, 2020,” and any updates, renewals, or amendments thereof. Government Building means any building or structure owned by the Town that is outside the Rights-of-Way that is or may be made to be suitable for location or collocation of small wireless facilities. 2 Laws means any and all applicable statutes, constitutions, charters, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, franchises, administrative orders, certificates, orders, or other requirements of the Town or other governmental or judicial authority having the force and effect of law that determines the legal standing of a matter relating to the parties and/or this Agreement. Make-ready costs are those actual costs incurred by the Town, together with a good-faith estimate of the in-kind and labor costs to the Town of the use of its own forces, to make a Town Pole or Government Building ready to receive a small wireless facility and associated equipment. Rights-of-Way means the surface of, and the space above and below, any public street, road, highway, freeway, lane, public way or place, alley, court, sidewalk, boulevard, drive, bridge, tunnel, parkway, or easement now or hereafter held by, or over which, the Town or other public entity exercises any rights of management or control. Small wireless facility or small cell facility means a facility that meets each of the following conditions: (1) The facilities: a. Are mounted on structures 50 feet or less in height including their antennas; b. Are mounted on structures no more than 10 percent taller than other adjacent structures; or c. Do not extend existing structures on which they are located to a height of more than 50 feet or more than 10 percent, whichever is greater; (2) Each antenna associated with the deployment, excluding associated antenna equipment, is no more than three cubic feet in volume; (3) All other wireless equipment associated with the structure, including the wireless equipment associated with the antenna and any pre-existing associated equipment on the structure, is no more than 28 cubic feet in volume; and (4) The facilities do not require antenna registration with the FAA. Third-Party Poles means any utility pole or other structure owned by a third party and capable of supporting a small cell facility attachment. Town Pole(s) means any existing structure owned by the Town that meets the definition of "Existing Structure" as defined in Sections 56-484.26 and 15.2-2316.3 of the Code of Virginia, 1950, as amended. Town Pole Application means a document substantially in the form attached hereto as Exhibit A (or in another form reasonably acceptable to the Parties) that will be used to identify the Town Pole(s) for installation of Equipment and describe the characteristics of the Equipment, which shall be accompanied with other relevant information and documents as required hereunder. Town Pole License means a Town Pole Application that has been approved by the Town pursuant to Section 5 below. 3 2. Grant of Authority. 2.1. Grant of License. Licensor hereby grants Licensee a nonexclusive license to use Town Poles and Government Buildings for the purpose of attaching the Equipment based on the then-current inventory of Town Poles and Government Buildings pursuant to the provisions of this Agreement, with the exception of those Town Poles and pieces of Government Property set forth in Section 5.1. 2.2. Installation on Town Poles and Town Buildings. Equipment may be installed on and around the Town Poles and on Town Buildings only under the terms of this Agreement pursuant to a Town Property Use License, or on Third-Party Poles or the Licensee’s own proprietary poles under the terms of the Franchise (and the terms of conditions of any agreement with the owner of such Third-Party Pole). 2.3. Non-Exclusive Grant. Licensee's right to use and occupy the Rights-of-Way and attach to Town Poles or Government Buildings shall not be exclusive, and the Town reserves the right to grant a similar use of same to itself or any person or entity at any time during the Term, consistent with the terms of this Agreement. 2.4. No Property Interest in Town Poles or Government Buildings. Nothing under this Agreement shall be interpreted to create or vest in Licensee any easement or other ownership or property interest to any Town property, including but not limited to replacement poles, Town Poles, Government Buildings, Town property owned in fee, or Rights-of-Way. Neither this Agreement, nor any Town Pole License or Building Use License granted under this Agreement, shall constitute an assignment to Licensee of any of the Town's rights to Town property or Rights-of-Way. 2.5. Waiver of Claims. In consideration for the rights granted under this Agreement, Licensee waives all claims, demands, causes of action, and rights it may assert against the Town and Town officials, personnel, agents, and representatives because of any loss, damage, or injury to any Equipment or any loss or degradation of service resulting from the installation, operation, maintenance, or malfunction of Equipment regardless of cause, except with respect to claims, demands, causes of action, and rights resulting from the gross negligence or willful misconduct of the Town or any Town official, personnel, agent, or representative. 3. Term and Termination. 3.1. Term of Agreement. The initial term of this Agreement shall be ten (10) years, commencing on the date of approval of this Agreement by the Town Council (the “Initial Term”). Unless either party gives ninety (90) days’ written notice of its intention to terminate the Agreement prior to the end of the Initial Term, the Agreement shall thereafter automatically renew for three additional five-year terms (each a “Renewal Term”); provided, however, that either party may, upon giving ninety (90) days’ written notice prior to the end of the Initial Term or any Renewal Term, as applicable, terminate the Agreement. Notwithstanding the foregoing, after the expiration of this Agreement, its terms and conditions shall survive and govern with respect to all Licenses entered into hereunder until the expiration or termination of such Licenses. 3.2. Term of Town Pole and Government Building Licenses. The term of each Town Pole License or Government Building License shall be ten (10) years beginning on the date the 4 License is issued by the Town (the "Commencement Date"). If the Equipment is not substantially installed within six (6) months of the Commencement Date, the License shall lapse and a new Property Use Application must be filed and approved in order to proceed. However, in such event Licensee shall receive a credit for any Annual Fee already paid towards the newly issued license. Unless Licensee is in material breach of this Agreement beyond the applicable cure period or Licensee provides written notice to the Town prior to the expiration of the then-current term that Licensee will not renew the term, the term will automatically renew for three (3) consecutive five (5) year periods, upon the same terms and conditions set forth in this Agreement, and shall survive the termination of this Agreement unless otherwise provided, such that termination of this Agreement shall prevent future licenses from being governed by it, but then-existing licenses shall continue, unless otherwise agreed by the Parties. 3.3. Termination of Town Pole and Government Building Licenses. A Town Pole License or Government Building License may be terminated prior to the expiration of its term: (i) by Licensor upon notice to Licensee, if Licensee fails to pay any amount when due under such License and such failure continues for thirty (30) days after Licensee's receipt of written notice of default from Licensor; (ii) by Licensor if Licensee fails to substantially install Equipment within six (6) months of issuance of a Town Pole License or Government Building License, or if Equipment is not operational within twelve (12) months of issuance of a License; (iii) by either Party upon notice to the other Party, if such other Party materially breaches any provision of this Agreement concerning the applicable Equipment and the breach is not cured within sixty (60) days after receipt of written notice of the breach from the non-breaching Party or, if the breach cannot reasonably be remedied in such time, if the failing Party does not commence a remedy within such time and diligently pursue the cure to completion; (iv) by Licensee at any time without cause upon notice to Licensor; or (v) by Licensee in the event that (a) any applications for any governmental approvals necessary for the Equipment are finally rejected; (b) by either Party if any governmental approval is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority, but not by governmental action of either Party; or (c) Licensee determines that such governmental approvals may not be obtained in a timely manner. 3.4. Surrender. Within ninety (90) days of the expiration or earlier termination of any License, Licensee shall remove all corresponding Equipment attached to Town Poles or Government Buildings, at its sole expense, shall repair any damage to Town Poles or the Rights-of-Way caused by such removal, and shall restore the same to the condition in which they existed prior to the installation of such Equipment, reasonable wear and tear and loss by casualty or other causes beyond Licensee's control excepted. Equipment installed on third-party or Licensee's proprietary poles, which are subject to a separate agreement with the pole owner or an encroachment permit or other similar authorization with the Town as required under the Code, as the case may be, shall not be subject to removal under this Agreement. 4. Fees and Charges. 4.1. Pole Attachment Fees. Licensee shall pay to Licensor an annual fee of $270.00 ("Annual Fee") per approved Town Pole upon which Licensee installs Equipment. The Annual Fee is based on the Federal Communication Commission ("FCC") 2018 Declaratory Ruling and Third Report and Order, WT Docket No. 17-79; WC Docket No. 17-84, with an effective date of January 14, 2019 (the "Order"). Should the Order not become effective, 5 be overturned in whole or in substantial part by a superior appellate court and all further appeals have been exhausted, or a future FCC action impact the Annual Fee guidelines, the Parties agree to reassess the Annual Fee amount at that time and set a fair and reasonable fee. If the Town grants or has granted another attacher of small wireless facilities an Annual Fee that is less than what is stated in this Section 4.1, Licensee’s Annual Fee shall be automatically reduced to equal the lowest such Annual Fee of other attachers. 4.2. Government Building Attachment Fees. As an inducement to promote placement of Equipment on government buildings rather than Town Poles, placement of such Equipment on government buildings shall be at an annual fee of $200.00 (the “Government Building Annual Fee”) per approved government building upon which Licensee installs Equipment. If the Town grants or has granted another attacher of small wireless facilities a Government Building Annual Fee that is less than what is stated in this Section 4.2, Licensee’s Government Building Annual Fee shall be automatically reduced to equal the lowest such Annual Fee of other attachers. 4.3. Timing and Manner of Payments. Payment of the initial annual fee payment shall be made within ninety (90) days of the Commencement Date and thereafter each subsequent annual fee payment shall be made on or before each anniversary of the Commencement Date. Licensor shall provide Licensee a completed, current Internal Revenue Service Form W-9 and state and local withholding forms if required. Licensee may make payments by check made out to the order of the Treasurer, Town of Vinton and sent to the following address or through electronic transfer subject to the Town’s approval and necessary bank routing instructions. Town of Vinton c/o Anne Cantrell, Treasurer 311 S. Pollard Street Vinton, Virginia 24179 4.4. No Waiver. The fees and charges hereunder are in addition to any others that are not duplicative of and are solely governed by the requirements of, and imposed by, the Code. 4.5. Taxes. If Licensor is required by law to collect any federal, state, or local tax, fee, or other governmental imposition (each a "Tax") from Licensee with respect to the transactions contemplated by this Agreement, then Licensor shall bill such Tax to Licensee in the manner and for the amount required by law, Licensee shall promptly pay such billed amount of Tax to Licensor, and Licensor shall remit such Tax to the appropriate tax authorities as required by law; provided, however, that Licensor shall not bill to or otherwise attempt to collect from Licensee any Tax with respect to which Licensee has provided Licensor with an exemption certificate or other reasonable basis for relieving Licensor of its responsibility to collect such tax from Licensee. Licensee shall be responsible for all Taxes that are assessed against or are otherwise the legal responsibility of Licensee with respect to itself and its property. 4.6. Electrical Utility Service. Licensee shall be responsible for securing and paying all charges for any electricity service furnished to the Equipment. Subject to the Town's approval of location and design, Licensee may install or cause to be installed a separate electric meter on a Town Pole to which it attaches Equipment, or on a ground mounted pedestal or on Licensee's pad mounted equipment cabinet as required by the electric provider for the 6 operation of its Equipment. Town reserves the right to limit electrical meters to no more than two (2) meters per pole location. 5. Town Pole Application Process. 5.1. Licensee shall file with the Town a Town Land Use Application for each Town Pole or Government Building where Licensee desires to install Equipment. Within thirty (30) days of the receipt of a complete Town Pole Application, which period may be extended by mutual written consent, the Town shall, in writing, either approve the Town Pole Application, request more information, or reject the application by identifying the specific reasons why the Town Pole Application has not been approved. Licensor may reject a Town Pole Application for one or more of the following reasons: 5.1.1. For reasons related to capacity, safety, reliability, or generally applicable engineering practices. 5.1.2. The Town Pole Application remains incomplete after Licensee receives notice thereof and such incompleteness is not remedied for sixty (60) days. 5.1.3. The Equipment proposed to be attached to the Town Pole does not meet the definition of "Small cell facility" promulgated in Va. Code §56-484.26, as amended. 5.1.4. The design documents attached to the Town Property Use Application: (a) Do not comply with the contractual requirements under this Agreement. (b) Show non-compliance with the Town's pole attachment ordinances, regulations or standards for traffic light poles, including replacement of an electric meter with dual meters, if and as applicable. (c) Show interference with the Town's public safety radio system, Public Works radio system, water and sewer SCADA communications system, traffic signal light system, or other communications components. (d) Do not contain a certification by a Professional Engineer licensed by the Commonwealth of Virginia that the general public exposure to Radio Frequency Emissions will not exceed the maximum permissible exposure level to the general public recommended by the FCC's Human Exposure to Radio Frequency Fields: Guidelines for Cellular and PCS Sites Guide (https://www.fcc.gov/consumers/guides/human-exposure-radio- frequency-fields-guidelines-cellular-and-pcs-sites), as amended, revised, or replaced. 5.1.5. The Town Property Use Application does not include a load bearing study for the purpose of determining whether the attachment of the Equipment may proceed without pole modification or whether the installation will require pole reinforcement or replacement. If pole reinforcement or replacement is necessary, Licensee shall provide, at Licensee's sole expense, engineering design and specification drawings made by a Professional Engineer licensed in the Commonwealth of Virginia demonstrating the proposed alteration to the pole. Any 7 alterations or modifications to an existing Town Pole, up to and including full replacement of Town Pole (a "Replacement Pole"), shall not affect the Town's ownership interest. All Replacement Poles will continue to be owned by the Town, and the Town will continue to have proprietary rights to such poles. Any existing Town Pole that is replaced by the Licensee shall remain the property of the Town. The Licensee will remove, and transport such pole to a location designated by the Town within the Town's limits. As appropriate, Licensor may require Licensee to make design modifications in order to comply with applicable requirements. Failure to make the requested design modifications shall result in an incomplete application. 5.1.6. The Town Pole Application does not comply with any other requirement of this Agreement. 5.1.7. Does not comply with the Town's design guidelines for the streetscape plan at the location proposed for installation or the Town's Planning and Zoning Department rules and regulations, or the provisions of the Town Zoning or Subdivision Ordinances. 5.2. Any replacement, addition, enhancement, or change of any kind to the Equipment previously approved by the Town that increases the size or alters the transmitting frequency or location of the equipment will require submission of a new Town Pole Application. 6. Make-Ready Costs. If requested by the Licensee, the Licensor shall give an itemized estimate of make-ready costs as part of its approval of the Licensee’s deployment of a small wireless facility on a Town Pole or Government Building. The estimate will be as accurate as possible based upon the information provided, but will be subject to modification based upon actual costs to the Licensor to carry out make-ready work. The Licensee may elect at any time to carry out make-ready work with its own forces or its own contractors, in which case the make-ready costs will be eliminated for such portion of the make-ready work; provided, however, that all such work must be done to the satisfaction of the County of Roanoke/Town Building Official and the Town Department of Public Works. The agreement of the Licensee and Licensor with respect to financial responsibility and responsibility to carry out make-ready work shall be memorialized in the permit to deploy the small wireless facility. The Licensee shall pay all reasonable make-ready costs of the Licensor as agreed. 7. Additional Permits Required by Code. To the extent not in contravention of any applicable Law, all of the Equipment will be installed, operated, and maintained by or on behalf of Licensee in accordance with applicable provisions of the Code regulating wireless communications facilities. Licensee may be required to apply for and obtain permits that are required of other occupants of the Rights-of-Way for work performed within the Rights-of-Way, and the Rights-of-Way will be used according to the plans submitted by Licensee and approved by the Town in issuing a permit. Licensor may impose on the permit issued under this Agreement only those conditions that are necessary to protect structures in the Rights-of-Way, to ensure the proper restoration of the Rights- of-Way and any structures located therein, to provide for protection and the continuity of pedestrian and vehicular traffic, and otherwise to protect the safety of the public's use of the Rights-of-Way. In no event shall Licensor treat Licensee's Town Pole Applications or permit applications in a more burdensome manner than Licensor treats Rights-of-Way access permits of other public utilities and telecommunications services providers. The requirements of the Code are in addition to the requirements of this Agreement. 8 8. Interference. 8.1. RF Interference. Licensee shall ensure that the Equipment will not cause radio frequency interference with Licensor traffic, public safety, or other communications signal equipment existing at the time of installation of the Equipment, consistent with the applicable FCC rules in place at such time. 8.2. Existing Uses. Licensee shall not interfere in any manner with the existing uses of Licensor's property, including sanitary sewers, water mains, storm drains, gas mains, poles, greenway/trail, aerial and underground electric and telephone wires, streetlight fixtures, cable television, and other utility and municipal property without the express written approval of the owner(s) of the affected property or properties. 8.3. Licensor Interference. Licensor reserves the right, but not the obligation, to maintain and operate its facilities in such reasonable manner as will best enable Licensor to fulfill its own service requirements or obligations. However, Licensor agrees that Licensor and/or any other tenants, licensees, or users of the Rights-of-Way who currently have or in the future take possession of space within the Rights-of-Way will be permitted to install only such equipment that is of the type and frequency that will not cause interference to the then existing Equipment of Licensee, consistent with the applicable FCC rules in place at such time, and will not interfere with Licensee's use unless necessary for an essential public purpose, e.g., public safety radio. 8.4 Remedies. Without limiting any other rights or remedies, if interference occurs and continues for a period in excess of 48 hours following notice to the interfering party via telephone to Licensee's Network Operations Center at 1-877-897-2475 or to Licensor, during business operating hours of 8:00 a.m. to 4:30 p.m. at 1-540-983-0646 or, if after hours, at 1-540-562-3265, the interfering party shall reduce power or cease operations of the interfering equipment until the interference is cured, with the exception of operations necessary to test and/or cure the interference. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section and therefore the Parties shall have the right to equitable remedies such as, without limitation, injunctive relief and specific performance. 9. Emergencies. 9.1. Emergency Events. In case of an emergency due to interference, failure of traffic light signal system, or other similar unforeseen events, Licensor may act to protect the public health and safety of its citizens, and to protect public and private property, notwithstanding any provision in this Agreement. In case of a network emergency, Licensee may access its Equipment without first obtaining any otherwise necessary permit(s) or authorization(s) provided Licensee has conducted network trouble-shooting and diagnostic tests and has reasonably identified the point or points of network failure or malfunction. Licensee shall conduct its activities within the Rights-of-Way in such a manner as to protect public and private property. Each Party will make every reasonable effort to coordinate its emergency response with the other Party. 9.2. Emergency Contacts. Licensee's network operations center may be reached at 1-877-897- 2475. Licensor's 24/7 emergency contact information is 1-540-983-0646. Each Party will maintain the emergency contact information current at all times with the other Party. 9 10. Maintenance and Alterations; Safety. 10.1 Safe Installation of Equipment. All attachments and associated equipment of Licensee installed on Town Poles or Government Buildings shall be installed in accordance with the National Electric Safety Code (NESC), Uniform Statewide Building Code (USBC), or FCC safety provisions applicable thereto (collectively the “Building Codes”). All such attachments and equipment must be installed and at all times maintained by Licensee so as to comply at least with the minimum requirements of the Building Codes in effect at the time of installation and any other applicable regulations or codes promulgated by state, local, or other governmental authority having jurisdiction thereover. Licensee shall take any necessary precautions by the installation of protective equipment or other means, to protect all persons and property of all kinds against injury or damage occurring by reason of Licensee’s attachments on Licensor’s poles or Government Buildings. Licensor shall be the sole judge as to the requirements for the present or future use of Town Poles or Government Buildings and of any interference therewith. 10.2 New Town Poles. In any case where Licensor locates a new Town Pole on which Licensee proposes to install attachments at the time of construction, and in Licensor’s judgment, to provide adequate space or strength to accommodate such attachments (either at the request of Licensee or to comply with the aforesaid codes and regulations) such pole must be taller and/or stronger than would be necessary to accommodate the facilities of Licensor and of other persons who have previously indicated that they desire to make attachments on such pole, or with whom Licensor has an agreement providing for joint or shared ownership of poles, the cost of such extra height and/or strength shall be paid to Licensor by Licensee. Such cost shall be the difference between the cost in place of a pole considered by Licensor to be adequate for the facilities of Licensor and the cost in place of a pole with extra height and/or strength required due to Licensee’s requirements. 10.3 Replacement of Town Poles by Licensee. Where in Licensor’s judgment a new Town Pole must be erected to replace an existing Town Pole solely to adequately provide for Licensee’s proposed attachments, Licensee agrees to pay the total cost to Licensor including all materials, labor, and overheads, for setting the pole and removing the old pole, and the cost of disposal thereof. Credit may be allowed for any salvage value of such pole if any accrues to the Licensor. In the event that subsequent to the installation on any pole of Licensee’s attachments Licensor requires additional space or strength for its facilities and in Licensor’s judgment the pole would have sufficient size or strength for such facilities in the absence of Licensee’s attachments, then Licensor shall replace such pole and Licensee shall pay to Licensor the amounts provided for in the preceding sentence. If a third party on the pole has previously lent a portion of its space to the Licensee so the Licensee may attach to the pole without a premature pole replacement, and the third party later requires its full space, the Licensee shall have the option of either moving its attachments or reimbursing Licensor in a manner consistent with the first sentence of this section. In all cases, Licensee shall also pay to Licensor and to any other owner of existing attachments on the pole the cost of removing each of their respective facilities or attachments from the existing pole and reestablishing the same or like facilities or attachments on the newly installed pole. Where a new pole of the same size as the existing pole is installed to replace an existing pole jointly used hereunder due to damage or decay, and the old pole was taller or stronger than considered by Licensor to be adequate to accommodate the existing attachments of Licensor and its other licensees for the purpose of adequately accommodating the existing attachments of Licensee in accordance with the Building Codes, Licensee shall pay a sum equal to the difference between the cost in place 10 of such new pole and the current cost in place of a pole considered by Licensor to be adequate to accommodate the attachments of Licensor and its other licensees. 10.4 Rearrangement of Equipment on Town Poles. If Licensee’s desired attachments can be accommodated on existing Town Poles by rearranging facilities of Licensor or existing attachments thereon of any other person, Licensee shall reimburse Licensor the expense incurred in making such rearrangement. 10.5 Guying. Any additional guying or pole stabilization or strengthening devices required by reason of the attachments of Licensee, as reasonably determined by the Licensor, shall be installed by and at the expense of Licensee and shall meet requirements of all applicable codes or regulations, but in no event shall any such guying or devices be installed without the prior written consent of the Town’s Director of Public Works. Use of Licensor’s guys and anchors by Licensee is not permitted. 10.6 Location of Antennas & Equipment on Government Buildings. The Licensee may, subject to review by the Town Department of Public Works, locate equipment and attachments on Government Buildings. In the event the Director of Public Works determines that reinforcement of a Government Building will be necessary to bear the weight of the equipment and attachments, the Licensee shall cause such reinforcements to be designed and the Licensor shall have the reinforcements installed at the Licensee’s cost. Locations of equipment and attachments on Government Buildings shall be screened from public view in the same manner as other rooftop mechanical or adjacent mechanical facilities on or around the same structure. 10.7 Inspection of Equipment & Attachments. 10.7.1 Licensor reserves the right to inspect each new or proposed installation of Licensee on Licensor’s poles. In addition, Licensor may make periodic inspections, as conditions may warrant, for the purpose of determining compliance with sections 4 and 11 of this Article III hereof, and the Licensee shall, on demand, reimburse Licensor for the expense thereof. Licensor’s right to make any inspections and any inspection made pursuant to such right shall not relieve Licensee of any responsibility, obligation or liability assumed under this Agreement. These inspections are not to be confused with the General Inspection in subsection (b) below. 10.7.2 The Licensor may conduct a complete field inspection of its poles for the purpose of verifying the number, location, and character of all attachments of Licensee in the area covered by this Agreement. Licensor shall give to Licensee at least thirty (30) days’ prior notice of such inspection and not less than fourteen (14) days prior to the scheduled date of such inspection. Licensee shall advise Licensor if Licensee desires to make a joint inspection with Licensor. If the Licensor finds installations that are not fully permitted under this Agreement, Licensee shall pay, as an estimate of the damages incurred by Licensor and not as a penalty, one year’s back pole attachment fee and the liquidated sum of $1,000. Licensor shall upon request furnish a summary report of such inspection within a reasonable time after its completion. Nothing contained herein shall be construed as limiting Licensor’s right to inspect its poles at any time at no cost to Licensee, nor shall it be construed as an election of remedies in the case of an unlawful or unpermitted attachment by Licensee. 11 10.8 Maintenance. Licensee shall keep and maintain all Equipment installed on Town Pole(s) in commercially reasonable condition and in accordance with any applicable standard maintenance requirements of Licensor throughout the Term, normal wear and tear and casualty excepted. Licensee shall have the right to conduct testing and maintenance activities, and repair and replace damaged or malfunctioning Equipment at any time during the Term. 10.9 Alterations. If Licensee proposes to install or upgrade Equipment that materially differs from the then-existing and approved Equipment on a Town Pole, as determined by Licensee in its commercially reasonably discretion, then Licensee shall submit a new Town Pole Application in accordance with Section 5 .2 above. In addition to any other submittal requirements, and if requested by Licensor, Licensee shall provide "load" (structural) calculations for all Town Poles upon which it intends to modify Equipment. Licensee may, without prior written approval of the Licensor, make any modifications to its Equipment that do not result in a material change from the then-existing and approved Equipment on a Town Pole. 10.10 Safety. Licensee shall insure that all Equipment installed by it or on its behalf on Town Poles(s) shall be equipped with a method to depower all such Equipment in the event that Town staff, its agent or subcontractor needs to access the Town Pole(s) and determines, in its sole discretion, that such Equipment should be depowered for safety reasons. 10.11 Depowering Process. The parties agree to the following process for temporary site shutdown for the purpose of the maintenance work on Town Poles: 10.11.1 Emergency and Call-out: (a) Town employee/contractor will immediately depower the site. (b) Town employee/contractor will call posted NOC number to provide information and the projected length of time of the outage. (c) Once work is complete, Town employee/contractor will call NOC and let them know that power has been restored to the site. 10.11.2 Routine Maintenance: (a) Town dispatch will call NOC to provide 24-48 hours’ notice of depowering. (b) Upon arriving at the site, the Town employee/contractor will call posted NOC number to provide information that the site is being depowered and will provide the projected length of time of the outage. (c) Once work is complete, Town employee/contractor will call NOC and let them know that power has been restored to the site. 11. Removal and Relocation of Equipment. 11.1 Licensee shall remove and relocate the Equipment on a Town Pole at its own expense to an alternative location made available by Licensor and acceptable to Licensee no later than one hundred eighty (180) days after receiving written notice that removal, relocation, 12 and/or alteration of the Equipment is necessary due to: (i) construction, expansion, repair, relocation, or maintenance of a street or other public improvement project; or (ii) maintenance, upgrade, expansion, replacement, or relocation of Town traffic light poles and/or traffic signal light system; (iii) permanent closure of a street or sale of Town property; or, (iv) at the sole discretion of Town, intentional or unintentional inoperation of Equipment for a period in excess of six (6) months. 11.2 If Licensee shall fail to relocate any Equipment as requested by the Licensor in accordance with the foregoing provision, Licensor shall, upon prior notice, be entitled to remove or relocate the Equipment at Licensee's sole cost and expense. Licensee shall pay to the Licensor actual costs and expenses incurred by the Licensor in performing any removal work and any storage of Licensee's property after removal within forty-five (45) days of the date of a written demand for this payment from the Licensor. Nothing in this Section shall be construed as preventing Licensee from recovering the costs of removal and/or relocation of its facilities from a nongovernmental third-party responsible for the removal and/or relocation. 11.3 Licensee and Licensor shall cooperate to the extent possible to assure continuity of service during relocation of Equipment. Licensor shall use reasonable efforts to afford Licensee a reasonably equivalent alternative location. 12. Indemnity. 12.1 Licensee shall indemnify, defend, and hold the Town, its employees, officers, elected officials, agents, and contractors (the "Indemnified Parties") harmless from and against all injury, loss, damage, liability, costs, or expenses arising from any third party claims resulting from the installation, use, maintenance, repair, or removal of the Equipment or Licensee's breach of any provision of this Agreement. The indemnity provided for in this paragraph shall not apply to any liability resulting from the negligence or willful misconduct of the Town or other Indemnified Party. 12.2 The Town shall give prompt written notice to Licensee of any claim for which the Town seeks indemnification. Licensee shall have the right to investigate these claims with prompt notice to the Town Attorney. Licensee shall not settle any claim subject to this Section without the consent of the Town, unless the settlement (i) will be fully funded by Licensee, and (ii) does not contain an admission of liability or wrongdoing by any Indemnified Party. Any required approval shall not be unreasonably withheld, delayed or conditioned. 12.3 Neither party will be liable under this Agreement for consequential, indirect, or punitive damages (including lost revenues, loss of equipment, interruption, loss of service, or loss of data) for any cause of action, whether in contract, tort, or otherwise, even if the party was or should have been aware of the possibility of these damages, whether under theory of contract, tort (including negligence), strict liability, or otherwise. 13. Insurance. 13.1 Licensee and its subcontractors shall carry during the Term, at their own cost and expense, the following insurance: (i) commercial general liability insurance in an amount of $3,000,000 per occurrence and $4,000,000 general aggregate and which provides coverage for bodily injury, death, damage to or destruction of property of others, including loss of use thereof, and including products and completed operations; (ii) Workers' Compensation 13 Insurance as required by law; and (iii) employers' liability insurance in an amount of $500,000 bodily injury each accident, $500,000 disease each employee, and $500,000 disease policy limit. 13.2 The insurance coverages identified in this Section: (i) except the workers' compensation insurance, shall include the Town as an additional insured as their interests may appears under this Agreement; (ii) will be primary and non-contributory with respect to any self- insurance or other insurance maintained by the Town; (iii) contain a waiver of subrogation for the Town's benefit; and (iv) will be obtained from insurance carriers having an A.M Best rating of at least A-VII. 13.3 Prior to any work being performed hereunder, Licensee shall provide the Town with a Certificate of Insurance to provide evidence of the coverage required by this Section in a form reasonably acceptable to the Town. 13.4 Licensee will endeavor to provide the Town with thirty (30) days prior written notice of cancellation upon receipt of notice thereof from its insurer(s). 14. Transfers by Licensee. 14.1 Consent Required. Licensee shall not assign or otherwise transfer all or any part of Licensee's interest, rights, and duties in this Agreement, or sublet the area licensed hereunder or any portion thereof to be occupied by anyone other than Licensee, without Licensor's prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. Any transfer that is not in compliance with this Section shall be void. 14.2 Permitted Transfers. Notwithstanding the foregoing, Licensee may, without the consent of Licensor, assign this Agreement, any Town Pole License, and/or related permits to any entity which (i) shall Control, be under the Control of, or be under common Control with Licensee; (ii) is a successor to Licensee either by merger or other consolidation of Licensee; or (iii) acquires all or substantially all of the Licensee's assets in the market defined by the FCC in which the Municipal Facility is located, provided that such entity is bound by all of the terms and conditions of this Agreement. Licensee shall provide the Town notice of any such assignment within a reasonable period of time after the consummation thereof. 14.3 Change of Control; Security Interests; Capacity. The following shall not constitute a transfer pursuant to this Section or require consent: (i) a change of stock ownership, partnership interest, or control of Licensee or transfer upon partnership or corporate dissolution of Licensee; (ii) a mortgage or grant of security interest to any mortgagees or holders of security interest, including their successors or assigns, provided such holders of interests are subject to all of the terms of this Agreement; or (iii) the provision of capacity, bandwidth, or grant of use in the Equipment, or any portion thereof, to another person, provided that Licensee shall at all times retain control over the entire Equipment and remain fully responsible for compliance with the terms of this Agreement; Licensor hereby acknowledges the ability to lease capacity under legal compulsion, based on certain current provisions of applicable law, as interpreted by the Federal Communications Commission (FCC) in its Report and Order (CS Docket No. 97-151), FCC 98-20 released and adopted February 6, 1998. 14 15. Miscellaneous. 15.1 Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia and applicable federal laws. 15.2 Change of Law Not Specific to Agreement. If, at any time during the term of this Agreement, any federal, state or local law or regulation or any binding judicial interpretation thereof sets forth a term or provision applicable to the subject matter hereof, which is inconsistent with, or different than, a term or provision of this Agreement, then the Parties agree to promptly amend the Agreement to effect the term or provision set forth under the law, regulation, or binding judicial interpretation, as the case may be. 15.3 No Waiver. None of the material provisions of this Agreement may be waived or modified except expressly in writing signed by the Licensee and Licensor. Failure of either Party to require the performance of any term in this Agreement or the waiver by either Party of any breach thereof shall not prevent subsequent enforcement of this term and shall not be construed or deemed a waiver of any subsequent breach. 15.4 Notices. Notices required by this Agreement may be given by registered or certified mail by depositing the same in the United States mail or with a commercial courier. Either Party shall have the right, by giving written notice to the other, to change the address at which its notices are to be received. Until any such change is made, notices shall be delivered as follows: If to Licensor: With a copy to: c/o Town Manager 311 S. Pollard Street Vinton, Virginia 24179 Virginia 23320 Guynn, Waddell, Carroll & Lockaby 415 South College Avenue Salem, Virginia 24153 Attn: Jeremy E. Carroll, Esq. With a copy to: Cox Communications Attn: Vice President, Government Affairs 6205B Peachtree-Dunwoody Road Notices shall be deemed effective upon delivery or refusal of delivery. The addresses set forth in this paragraph may be amended by sending of notice to the addresses set forth in this paragraph. 15.5 Counterparts and Electronic Copies. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original for all purposes, but all such counterparts shall together constitute but one and the same instrument. A scanned or electronically reproduced copy of this fully executed Agreement shall have the same legal effect as an original signed version of this Agreement. 15 15.6 Severability upon Finding of Invalidity. If one or more provision in this Agreement is found to be invalid, illegal or otherwise unenforceable, all other provisions will remain unaffected and shall be deemed to be in full force and effect, except as set out in Section 14.2. If any provision in this Agreement is found to be invalid, illegal, or otherwise unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally intended by the Parties. 15.7 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns, and shall not be modified except by an express written agreement signed by a duly authorized representative of both Parties. 15.8 Force Majeure. Neither Party shall be responsible for delays in the performance of its obligations caused by events beyond the Party's reasonable control, including, but not limited to, strikes, riots, insurrection, failure of essential governmental permits not under the control of one of the Parties, and acts of God. 15.9 Attachments and Exhibits. All attachments and exhibits to this Agreement are hereby made a part hereof as if fully set out herein. 15.10 Entire Agreement. This Agreement embodies the complete agreement of the Parties, superseding all oral or written previous and contemporary agreements between the Parties relating to this Agreement. In the event of any conflict in contractual interpretation between this Town Pole License and the Agreement, the terms and conditions of the Town Pole License shall govern, provided however that any future amendments or modifications to the Agreement shall simultaneously apply and serve to amend or modify the Town Pole License without the need by either Party to provide notice of such to the other. 15.11 Authority to Execute. Any individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party, and this Agreement is binding upon such Party in accordance with its terms. [Remainder of page intentionally left blank; signature page to follow.] 16 Witness the following signatures: Grantor: Town of Vinton, Virginia ___________________________________ (Seal) By: Richard W. Peters, Jr. Its: Acting Town Manager Grantee: Cox Wireless Access, LLC ____________________________________ (Seal) By: __________ Its: _________________ 17 ATTACHMENT A PREFERRED AND PROHIBITED SITES Licensee is encouraged to place, attach, or colocate equipment and antennas on: • Government Buildings in a manner such that equipment may make maximum use or parapets or other camouflaging opportunities • Traffic light poles Licensee is prohibited from placings, attaching, or colocating equipment and antennas on, replacing, or guying: • Decorative Ornamental pedestrian street light poles • Other structures built or improved under the terms of the 2015 Community Development Block Grant (CDBG) ORDINANCE NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, NOVEMBER 3, 2020, AT 7:00 P.M. BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED AN ORDINANCE approving and authorizing the execution of a Non-Exclusive Wireless Facilities Franchise; and Wireless Communications Facilities Master License and Pole Attachment Agreements by and between the Town of Vinton, Virginia and Cox Wireless Access, LLC. WHEREAS, a public hearing was held on this matter on October 20, 2020, 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 Non-Exclusive Wireless Facilities Franchise Agreement attached to this Ordinance. 2. The Town Manager is authorized to execute, on behalf of the Town, a Wireless Communications Facilities Master License and Pole Attachment Agreement by and between the Town and Cox Wireless Access, LLC, 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 November 3, 2020 through November 2, 2030, 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 Non-Exclusive Wireless Facilities Franchise; and Wireless Communications Facilities Master License and Pole Attachment Agreements. This ordinance shall take effect upon passage. This Ordinance 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, CMC, Town Clerk Meeting Date November 3, 2020 Department Planning and Zoning Issue Consider adoption of a Resolution approving the Small Cell Infrastructure Design Guidelines Summary On December 17, 2019, Council adopted Ordinance No. 1010 amending the Town Zoning Ordinance pertaining to telecommunications facilities in order for the Town to be in compliance with the current State Code and the Federal Communications Commission (FCC) regulations for wireless communications facilities and infrastructure. On October 20, 2020, Council held a Public Hearing to receive public comments regarding the approval of a Small Cell Franchise Agreement and Master License Agreement between the Town of Vinton and Cox Wireless Access, LLC, for the placement of small cell facilities throughout the Town of Vinton and adopted Ordinance No. ______ approving said Agreements on November 3, 2020. Town staff has prepared Small Cell Infrastructure Design Guidelines in order to establish general standards, consistent with all applicable state and federal laws, for the design, aesthetics installation, placement, and co-location of small cell infrastructure in the Town of Vinton. As of early 2020, the design guidelines were forwarded to the Planning Commission and Town Council for their review and input. Attachments Small Cell Infrastructure Guidelines Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary TOWN OF VINTON SMALL CELL INFRASTRUCTURE DESIGN GUIDELINES March 2020 Vinton Small Cell Infrastructure Guidelines, March 2020 2 Table of Contents 1. INTRODUCTION _______________________________________________________________ 3 1.1 PURPOSE _______________________________________________________________________ 3 1.2 GOALS _________________________________________________________________________ 3 FIG. 1.1 MACRO CELL VS. SMALL CELL _____________________________________________________________3 1.3 DEFINITIONS ____________________________________________________________________ 4 2. GUIDELINES FOR NEW SMALL CELL INFRASTRUCTURE ________________________________ 5 2.1 PLACEMENT PREFERENCES _________________________________________________________ 5 PROXIMITY TO OTHER SMALL CELL INFRASTRUCTURE _______________________________________________5 PREFERRED PLACEMENT _______________________________________________________________________5 IMPACTS TO LANDSCAPING ____________________________________________________________________6 2.2 AESTHETIC GUIDELINES ____________________________________________________________ 6 NOISE ______________________________________________________________________________________7 DISPLAY OF SIGNS ON POLES AND ASSOCIATED EQUIPMENT __________________________________________7 FIG. 2.1 SMALL CELL TOWER WITH SEPARATE EQUIPMENT CABINET ____________________________________8 FIG. 2.2 SMALL CELL TOWER WITH EQUIPMENT CABINET INTEGRATED WITH POLE ________________________8 FINISH OF VISIBLE POLES AND ASSOCIATED EQUIPMENT ______________________________________________9 MAINTENANCE OF SMALL CELL INFRASTRUCTURE __________________________________________________9 3. STANDARDS FOR CO-LOCATING ON EXISTING STRUCTURES __________________________ 10 3.1 THIRD PARTY STRUCTURES ________________________________________________________ 10 3.2 TOWN-OWNED STREET LIGHTS _____________________________________________________ 10 3.3 TOWN PARKING FACILITIES ________________________________________________________ 11 Vinton Small Cell Infrastructure Guidelines, March 2020 3 1. INTRODUCTION 1.1 PURPOSE The purpose of these guidelines is to establish general standards, consistent with all applicable state and federal laws, for the design, aesthetics installation, placement, and co-location of small cell infrastructure in the Town of Vinton. This guidance specifically addresses small cell wireless infrastructure which consists of smaller poles, antennas, and associated equipment rather than taller macro cell towers, which have been the prevailing technology behind the wireless network for decades. Small cell wireless antennas, at the present time, have a range of approximately 400-500 feet which requires a more numerous and denser implementation in order to meet coverage and capacity demands (see figure 1.1). This guidance is intended for wireless service providers, wireless infrastructure providers, utility franchise holders, owners of small cell facilities and any applicant or person seeking a permit for a small cell installation in Vinton. 1.2 GOALS The goals of these guidelines are to: • Ensure that small cell infrastructure will harmoniously blend into the existing environment and add value to the surrounding context to the greatest extent possible; • Enhance the capability of wireless service providers to deploy small cell technology safely, effectively, and efficiently in order for the residents, businesses, and visitors of the Town of Vinton to benefit from advanced wireless service ability; and • Comply with, not conflict with or preempt, all applicable state and federal laws. FIG. 1.1 MACRO CELL VS. SMALL CELL Macro cell towers can reach heights up to 199 feet tall and coverage that spans several miles. Small cell infrastructure is typically mounted no higher than 45 feet in the air and has a higher-quality, but limited coverage of a few hundred feet. Image source: “Small Cell Wireless Technology in Cities” by the National League of Cities. Vinton Small Cell Infrastructure Guidelines, March 2020 4 1.3 DEFINITIONS If any of the defined terms below or otherwise appearing in this document are in conflict with the applicable Virginia code or federal regulation, such definition as established under state or federal law, as applicable, shall control. Antenna – communications equipment that transmits or receives electromagnetic radio signals used in the provision of any type of wireless communications services. Amenity Zone – a linear portion of the right-of-way (ROW) in which street lights, utility poles, street trees, bicycle racks, parking meters, transit stops, street furniture, and signage is typically found. This area is typically located at the back of a curb to the edge of the pedestrian zone. Co-locate – to install, mount, maintain, modify, operate, or replace a wireless facility on, under, within, or adjacent to a structure that supports another service. “Co-location” has a corresponding meaning. Frontage Zone – a linear portion of the ROW closest to a building’s edge in which building projections, awnings, displays, and outdoor café seating may occur. Internal Installation – the small cell and all of its components are located within a structure that totally conceals its location allowing for the most appealing aesthetic and minimized visual clutter. Pedestrian Zone – a linear portion of the ROW in which there are limited obstructions allowing for an ease of pedestrian travel. Small Cell Facility – A wireless facility installation in which the antenna cannot exceed six cubic feet in volume and all other associated wireless equipment has a cumulative volume of no more than 28 cubic feet. Utility Pole – a structure owned, operated, or owned and operated by a public utility, local government or the Commonwealth of Virginia that is designed specifically for and used to carry lines, cables, or wires for communications, cable television or electricity. Wireless facility – equipment at a fixed location that enables wireless services between user equipment and a communications network. Wireless infrastructure provider – any person, including a person authorized to provide telecommunications service in the state, that builds or installs transmission equipment, wireless facilities, or wireless support structures. Wireless services provider – a provider of wireless service. Wireless support structure – a freestanding structure, such as a monopole, tower, either guyed or self-supporting, or suitable existing structure or alternative structure designed to support or capable of supporting wireless facilities. Vinton Small Cell Infrastructure Guidelines, March 2020 5 2. GUIDELINES FOR NEW SMALL CELL INFRASTRUCTURE Generally, an applicant should construct and maintain the small cell infrastructure in a manner that does not: 1. Adversely impact public safety or obstruct, impede or hinder travel; 2. Obstruct the legal use of the Right-of-Way (ROW) by other utility telecommunications, or information service providers; 3. Violate nondiscriminatory applicable codes or the federal regulatory of Americans with Disabilities Act; and/or 4. Violate or dispute with applicable Town Codes or standards, such as the zoning ordinance or the Virginia Department of Transportation (VDOT) and/or Public Works Specifications and Standards Manual. The Town desires to promote clean, organized, and streamlined infrastructure in an efficient and least intrusive means available to provide wireless services. The following sections enumerate the Town’s placement and design preferences for new small cell infrastructure. 2.1 PLACEMENT PREFERENCES PROXIMITY TO OTHER SMALL CELL INFRASTRUCTURE Small cell infrastructure should not be installed less than 250 feet apart. The applicant should either co- locate with an existing facility or demonstrate that a co-location is either not technically feasible or is not able to be accommodated on an existing structure. PREFERRED PLACEMENT The following entails the Town’s preferences for small cell infrastructure placement: • Small cell infrastructure should avoid areas of environmental sensitivity, such as areas prone to flooding. • Small cell infrastructure should avoid areas of historic or cultural sensitivity, such as historic buildings and cultural facilities. • In the downtown areas, opportunities for co-location on existing structures should be considered first and foremost before any new freestanding poles are requested, see Section 3 of these guidelines for co-location preferences. The Town-installed ornamental pedestrian street light poles shall not be utilized. • A minimum of 5 feet from existing garages or driveways should be maintained. • Along a roadway, the centerline of new poles should be installed and aligned with existing poles or street trees where present. • In no case should any portion of the equipment be less than 3 feet from the edge of the road travelway, sidewalk, bike lane, or shared use path. Vinton Small Cell Infrastructure Guidelines, March 2020 6 • Alley placement is preferred and encouraged. • Along frontages, align poles with common lot lines as much as possible. • Avoid infrastructure placement in front of built structures including windows, doors, balconies, porches, and stoops. • Placement should not obstruct any fire escapes, doors, gates, or other ingress/egress points to any building entrances/exits that would impede access or delivery to a building. • Avoid placement in the zone created by projecting a perpendicular extension of a primary street facing wall plane for residential building types. Primary wall planes will typically have a front door associated with the façade. • On street corners, small cell placement is preferred on the secondary street frontage. • Placement should not obstruct the operation, placement, or physical attributes of following: pedestrian signals, lighting, signage, streetlights, public transportation vehicles, bus shelters, bus stop locations, irrigation, barricades, bollards, bike racks, benches, trash receptacles, or other streetscape elements. • Equipment should not encroach on airspace beyond the ROW or over the travel way. • Small cell infrastructure should not be located within 25 feet of a fire station apron or other adjacent emergency service facilities. • Small cell infrastructure should not obstruct fire hydrant access. • Small cell infrastructure placement should not interfere with or obstruct the view of police cameras used for security or public safety purposes where present. • Placement must adhere to site distances and visibility triangle requirements in the current version of the Virginia Department of Transportation (VDOT) Specifications and Standards Manual to ensure safe movements in and around intersections. Similar considerations shall be given to entrances with a 30 feet throat length, alleys, and any other place in which vehicular conflict may occur due to differences in direction of travel and speed. • Refer to the Master Transportation Plan ultimate ROW widths in the most current version of the VDOT Specifications and Standards Manual when assessing placement in an existing ROW. IMPACTS TO LANDSCAPING • A minimum of 20 feet from existing mature trees should be maintained. • Existing mature, healthy trees should not be removed or otherwise impacted by the installation of small cell infrastructure. • Equipment placement and construction of small cell infrastructure should avoid the critical root zone of existing trees. No equipment or storage is permitted in this area. • Any turf areas disturbed by the installation of small cell infrastructure should be restored to original grade and reseeded. 2.2 AESTHETIC GUIDELINES • Small cell antennas should be shrouded with all wires and supporting equipment integrated with the pole. Vinton Small Cell Infrastructure Guidelines, March 2020 7 • Supporting meters, equipment, cabinets, housings, and fans should all be incorporated into the pole base or mounted to the pole at a height that will not create visual or physical obstructions. • In residential areas, a total maximum height of the small cell installation should not exceed 30 feet. • In commercial areas, a total maximum height of the small cell installation should not exceed 40 feet. • Total width or diameter of the pole should not exceed 24 inches. • Poles located within one-mile from the coast should be rated to withstand 130mph wind speeds. • Poles located beyond one-mile form the coast should be rated to withstand 110mph wind speeds. • Stainless steel mounting hardware should be used to mount all equipment, access doors, antennas, and equipment cabinets. • Poles should be set plumb and centered on foundations when installed. • The diameter of the antenna/enclosure should not exceed one and one-half times the diameter of the top of the wireless support pole, to the maximum extent possible. Ultimately, the antenna should appear as a seamless vertical extension of the pole. • Cylindrical antenna shrouds consistent in color with the pole are preferred. • All pole-mounted equipment should be grouped as closely together as possible on the same side of the pole (preferably opposite the travelway). • Cabinet tops should not have clear horizontal surfaces so that objects cannot be placed on top. NOISE • If mechanical fans or other cooling equipment are present, it should not emit more than 50dBA one meter (3.28 ft.) from the pole. DISPLAY OF SIGNS ON POLES AND ASSOCIATED EQUIPMENT • Signage including the wireless provider’s name, location identifier and emergency contact should be attached to the pole within 6 feet of the ground. Vinton Small Cell Infrastructure Guidelines, March 2020 8 FIG. 2.1 SMALL CELL TOWER WITH SEPARATE EQUIPMENT CABINET Example of an undesirable installation FIG. 2.2 SMALL CELL TOWER WITH EQUIPMENT CABINET INTEGRATED WITH POLE Example of a desirable installation Vinton Small Cell Infrastructure Guidelines, March 2020 9 FINISH OF VISIBLE POLES AND ASSOCIATED EQUIPMENT • 5.0 mils thick from the bottom to 8’ high, and 3.0 mils thick above that. • All handholes should have reinforced covers with stainless steel screws. • Any defects and scratches on small cell infrastructure should be primed and painted with a color-matching paint of the existing pole. If damages reach galvanized metal, then in-field re-galvanization will be required. • Finish colors of the poles, equipment shrouds and all public-facing support infrastructure located in the downtown areas should be the color Black. • Finish colors of the poles, equipment shrouds and all public-facing support infrastructure located on the grounds of the Vinton War Memorial/Charles R. Hill Community Center should be the color Brown. • Finish colors of the poles, equipment shrouds and all public-facing support infrastructure located in the vicinity of greenway and trail should be the color Dark Green. • Finish colors of the poles, equipment shrouds and all public-facing support infrastructure in all other parts of the Town should match the existing color of surrounding utilities or the context of the area where it is placed. MAINTENANCE OF SMALL CELL INFRASTRUCTURE The franchisee is responsible for maintaining its property within the ROW. This includes regular maintenance, periodic re-painting, graffiti or sticker removal and timely repairs or re-placement in the event of damage. Upon notification from the Town, any maintenance issue must be remedied within a reasonable period of time or the Town may either repair or remove the damaged equipment at the franchisee’s expense. In the event that the use of a small cell facility is abandoned for ninety (90) days, the Town may remove it at the franchisee’s expense. After due notice, as required under the provider’s franchise, the Town can recoup such cost by making claim against the franchisee’s Letter of Credit or Bond. Vinton Small Cell Infrastructure Guidelines, March 2020 10 3. STANDARDS FOR CO-LOCATING ON EXISTING STRUCTURES This section addresses the Town of Vinton’s preferences for co- locating new small cell infrastructure on existing poles and structures, both in and out of the public ROW. Existing structures that have been identified for potential co-location, in order of preference, are: 1. Third party existing structures (e.g. American Electric Power Poles, Verizon poles, privately-owned buildings). 2. Town-owned street lights. Other existing Town-owned poles, structures or facilities not addressed in this section will be considered on a case-by-case basis. 3.1 THIRD PARTY STRUCTURES American Electric Power (AEP) owns majority of the utility poles in the Town of Vinton and building heights in commercial areas often reach 30-40 feet tall. Based on the prevalence of third-party options across the Town, it is preferred that wireless providers first attempt to co-locate small cell infrastructure on non-Town-owned structures. 3.2 TOWN-OWNED STREET LIGHTS AEP owns and maintains the vast majority of the 505 street light fixtures in the Town of Vinton. This section addresses the light fixtures the Town solely owns and maintains. Most of the Town-owned street lights are located in municipal parking lots, Vinton War Memorial, Charles R. Hill Community Center, and downtown area. The following lists the primary locations of Town-owned street lights: Co-location on the 14-foot tall Town-owned ornamental pedestrian lights is prohibited . However, there are opportunities to co-locate small cell infrastructure on the taller Town-owned street lights if the following requirements are met: • In most cases, the poles and foundations supporting the existing street lights will not withstand the added weight of the small cell components and, therefore, the pole will need to be replaced. • The small cell antenna should add no more than six feet to the existing height of the street light. • The small cell antenna should be shrouded. All wires and supporting equipment should be integrated with the pole. • Small cell equipment cabinets, equipment housings, cabinets, and meter housings should be incorporated into a decorative pole base to the greatest extent possible. • Town-owned street lights are 208 three phase power. There typically is no neutral available on Town street light poles. A separate power source for all small cell equipment will be needed. Vinton Small Cell Infrastructure Guidelines, March 2020 11 • The Town must have a way to safely access and maintain the street lights. The ability for the Town to shut off the small cell operation when needed is desired. • The color and pole aesthetic of the street lights in certain areas is unique. Any co-located pole should match this aesthetic to the greatest extent possible. Weatherproof GFI fixtures are required 20 feet above ground on the pole to accommodate additional temporary lighting fixtures. Depending on the specific location, street lights may also need to accommodate banners, signs, flood lights, and speakers. • For street light pole design standards located outside the downtown area; the finish colors of the poles, equipment shrouds, and all public-facing support infrastructure should match the existing color of surrounding utilities or the context of the area where it is placed. 3.3 TOWN PARKING FACILITIES Some Town-owned parking lots could provide an opportunity for small cell infrastructure co-location. However, on-street parking spaces should not be displaced by small cell infrastructure. The following parking facilities could be considered for co-location: • Municipal Building • Farmers Market • Vinton War Memorial/Charles R. Hill Community Center • Public Works Department • Gearhart Park Small cell infrastructure co-located at a parking facility should make every effort to minimize the loss of parking spaces and blend into their surroundings. The removal of existing parking spaces will require written permission and compensation to the Town for lost revenue. Adopted by Resolution No. on November 3, 2020 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, NOVEMBER 3, 2020, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED WHEREAS, on December 17, 2019, Council adopted Ordinance No. 1010 amending the Town Code in order for the Town to be in compliance with the current State Code and the Federal Communications Commission (FCC) regulations pertaining to wireless communication facilities and infrastructure; and WHEREAS, on October 20, 2020, Council held a Public Hearing to receive public comments regarding the approval of a Small Cell Franchise Agreement and Master License Agreement between the Town of Vinton and Cox Wireless Access, LLC, for the placement of small cell facilities throughout the Town of Vinton and adopted Ordinance No. ______, on November 3, 2020, approving said Agreements; and WHEREAS, Town staff has prepared Small Cell Infrastructure Design Guidelines in order to establish general standards, consistent with all applicable state and federal laws, for the design, aesthetics installation, placement, and co-location of small cell infrastructure in the Town of Vinton; and WHEREAS, the said design guidelines were forwarded to the Planning Commission and Town Council for their review and comments in January and March 2020, respectively. NOW THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby adopt the Small Cell Infrastructure Design Guidelines. 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 November 3, 2020 Department Council Issue Appointments to Boards/Commissions/Committees 1. Planning Commission Summary The term of William Booth on the Planning Commission expired on October 31, 2020. Council has considered several applications to fill this position and desires to make an appointment for a new four-year term beginning November 3, 2020 and ending on November 2, 2024. Attachments None Recommendations Motion to appoint Sarah Reid to a four-year term beginning November 3, 2020 and ending on November 2, 2024 Town Council Agenda Summary Meeting Date November 3, 2020 Department Council Issue Request to Convene in Closed Meeting, Pursuant to § 2.2-3711 (A) (1) of the 1950 Code of Virginia, as amended, for discussion and consideration of the assignment, duties and performance of the Acting Town Manager and Interim Chief of Police. Summary None Attachments Certification of Closed Meeting Recommendations None Town Council Agenda Summary