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Home My WebLink About9/18/2018 - Regular1 Vinton Town Council Regular Meeting Council Chambers 311 South Pollard Street Tuesday, September 18, 2018 AGENDA Consideration of: A. 7:00 p.m. - ROLL CALL AND ESTABLISHMENT OF A QUORUM B. MOMENT OF SILENCE C. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG D. UPCOMING COMMUNITY EVENTS/ANNOUNCEMENTS E. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA ITEMS F. CONSENT AGENDA 1. Consider approval of minutes: a. Regular Council meeting of August 21, 2018 b. Regular Council meeting of September 4, 2018 2. Consider adoption of a Resolution appropriating funds in the amount of $156,804 for the receipt of bond proceeds for the purchase of a Knuckle boom Truck approved in the FY20182019 CIP Budget. G. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS H. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and questions for issues not listed on the agenda. Keith N. Liles, Vice Mayor Sabrina McCarty, Council Member Janet Scheid, Council Member Michael W. Stovall, Council Member Vinton Municipal Building 311 South Pollard Street Vinton, VA 24179 (540) 983-0607 2 I. PUBLIC HEARINGS 1. Consideration of public comments on the proposal to grant a ten year renewal of the cable television franchise held by CoxCom, LLC, d/b/a/ Cox Communications Roanoke (“Cox”) to succeed and replace the franchise currently held by Cox, which will expire on October 31, 2018. a. Open Public Hearing • Report from Staff – Town Attorney • Receive public comments • Council discussion and questions b. Close Public Hearing c. Consider adoption of an Ordinance 2. Consideration of public comments on the on local community development and housing needs in relation to Community Development Block Grant (CDBG) funding for a project in our community. a. Open Public Hearing • Report from Staff – Pete Peters • Receive public comments • Council discussion and questions b. Close Public Hearing c. Action to be taken on October 2, 2018 J. TOWN ATTORNEY K. TOWN MANAGER 1. BRIEFINGS 1. Briefing on changes to the Valley Metro bus routes in the Town of Vinton – Nathan McClung 2. ITEMS REQUIRING ACTION 3. COMMENTS/UPDATES L. APPOINTMENTS TO BOARDS/COMMISSIONS/COMMITTEES 1. Highway Safety Committee M. REPORTS FROM COUNCIL COMMITTEES 1. Finance Committee – Anne Cantrell N. MAYOR O. COUNCIL 3 P. CLOSED SESSION 1. Request to Convene in Closed Meeting, Pursuant to § 2.2-3711 (A) (29) of the 1950 Code of Virginia, as amended, for discussion of contract negotiations with Roanoke County, namely the Gain Sharing Agreement. Q. RECONVENE AND ADOPT CERTIFICATION OF CLOSED MEETING R. ADJOURNMENT NEXT COMMITTEE/TOWN COUNCIL MEETINGS: September 27, 2018 – 7:30 a.m. – Public Works Committee meeting – Public Works Conference Room October 2, 2018 - 7:00 p.m. – Council Meeting – Council Chambers October 8, 2018 – 2:30 p.m. – Finance Committee meeting – TOV Conference Room NOTICE OF INTENT TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT. 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. Meeting Date September 18, 2018 Department Town Clerk Issue Consider approval of minutes: a. Regular Council meeting of August 21, 2018 b. Regular Council meeting of September 4, 2018 Summary None Attachments August 21, 2018 minutes September 4, 2018 minutes Recommendations Motion to approve minutes Town Council Agenda Summary 1 MINUTES OF A REGULAR MEETING OF VINTON TOWN COUNCIL HELD AT 7:00 P.M. ON TUESDAY, AUGUST 21, 2018, IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA MEMBERS PRESENT: Bradley E. Grose, Mayor Keith N. Liles, Vice Mayor Sabrina McCarty Janet Scheid Michael W. Stovall STAFF PRESENT: Barry W. Thompson, Town Manager Susan N. Johnson, Executive Assistant/Town Clerk Theresa Fontana, Town Attorney Anne Cantrell, Treasurer/Finance Director Pete Peters, Assistant Town Manager/Director of Economic Development Anita McMillan, Planning & Zoning Director Joey Hiner, Public Works Director Tom Foster, Police Chief Chasity Barbour, War Memorial Facility Manager The Mayor called the regular meeting to order at 7:00 p.m. The Town Clerk called the roll with Council Member McCarty, Council Member Scheid, Council Member Stovall, Vice Mayor Liles and present. Roll call After a Moment of Silence, Police Chief Tom Foster led the Pledge of Allegiance to the U.S. Flag. Under upcoming community events, Council Member McCarty announced the following: September 8 – Mingle at the Market with Ford; August 24 - Party in the Park with Domino and Star City Playhouse continues with the play “Cactus Flower”. Debbie Adams announced festival on Sunday at the Farmers’ Market called Carman’s Cause. Pete Peters announced that the Lee Avenue Block Party will be on Saturday at and Museum is also having a yard sale on Saturday. Under requests to postpone, add to or change the order of agenda items, requested to add under Section G, a Proclamation as Item No. 3. Chief Foster made comments regarding the economic development projects that are Vinton and read a quote from Thomas Edison, “Opportunity is missed by most 2 Council Member Scheid made a motion to approve the Consent Agenda as presented; the motion was seconded by Council Member Stovall the following vote, with all members voting: Vote 5-0; Yeas (5) – McCarty, Scheid, Stovall, Liles Nays (0) – None. A Council meeting of July 17, 2018 Under awards, introductions, presentations, proclamations, the presentation on the proposed amendment to the Town Greenway Plan Greenway Coordinator will be reques after a Public Hearing in September. T updated every ten years and localities know about the Plan and opportunity to adopt them and renew their commitment to the program. Being a part of the Town’s Comprehensive Plan is critical to getting grants. Ms. Belcher next reviewed the PowerPoint (A copy of the presentation permanent record.) In response to a question from Council Member Stovall concerning the Valley’s average cost for maintenance of the Greenways, localities are not keeping track of it, but absorbing the costs in their budgets. The City of Roanoke has indicated that about 10% of their Parks Maintenance is budget. Council Member Scheid also commented that maintenance of the greenways must be addressed sooner or late should think in terms of how we are going to maintain ones. Council Member Scheid next cross country skiers when the greenways are plowed. commented this would Battlefield Trail to Carvins Cove and is an existing two- mile CCC road that has been in private ownership until 3 road if we would maintain it to be a greenway. The Pathfinders for Greenways has purchased a 50% share in 235 acres of recouping that cash through some fundraising, two grants and a recent donation of $75,000. Greenway Commission, expressed thanks to the Town for all of the work done over the past 21 years on the greenway system in the Valley and requested Council’s support to include the 2018 Roanoke Valley Greenway into the Town’s Comprehensive Plan. The next item on the agenda was a Certificate of Achievement for Excellence in Financial Reporting for Fiscal Year Ended June 30, Treasurer/Finance Department. Anne Cantrell recognized Lydia Verdillo and Brandon Gann from the Finance Department meeting. Ms. Cantrell commented that this is the 22nd year that the Town has received this Cantrell along with Ms. Verdillo and Mr. Gann. The next item that was added to the agenda was a Proclamation recognizing Theresa Fontana, the Town Attorney, who is leaving the area to work for Loudoun Proclamation and then presented it to Ms. Fontana. The next item on the agenda was a briefing on Assistance Agreement between the City of Roanoke and the Town of Vinton. The Town Manager commented Public Works identified a need to ensure that it has backup equipment available to collect solid waste in the case of a solid waste collection emergency. They worked Department, the City Attorney’s Office Town Attorney to develop an The Agreement will allow the Town to rent a load packer from the City if they have one available for a short-term usage of no more than five days at a time. The City will charge a rental fee for use of the truck and would require a Certificate of Insurance. The Agreement was adopted 2018 and we will be bringing it back to Council for approval at the September 4, 2018 meeting. The Public Works Committee was briefed on the Agreement at their last meeting. 4 The Town Manager further commented that we had to use this Agreement with the City last week, even though it was not in force and the City provided a truck for two days. Vice Mayor Liles commented on getting notice out to the citizens when trash pickup would be delayed. The because the trash was picked up on the same day, they decided not to send out a notification and create more confusion. The Town Manager commented that the GRTC Board meeting would be held on September 17th at which time Valley Metro staff will proposed route. McClung and Valley Metro staff rode the proposed route on a bus. As a result of this ride, some have been made to the original proposal. A joint informational public meeting with Valley Metro has been tentatively set for September 27th Memorial, but the date will have to be confirmed by the GRTC Board at their September 17th meeting. Pete Peters commented that Council was briefed agreement with the Vinton Area Chamber for provide office space at the Charles R. Hill Senior Center. A draft lease was presented Committee in late June, the lease was the Committee in July and the revised lease was presented to the Chamber Board within the last couple of weeks. A tentative timeline was set Labor Day to allow sufficient time to develop an implementation plan and make an Senior Center. Town staff had presented information to all of the user groups Building and will meet with them again to provide more details once the lease is finalized. The Chamber gave official notice today it has accepted the lease offer and we will finalize the details and bring it before Council in September or early October for approval. Mr. Peters further commented that the existing Senior The Town will continue to maintain the reservations for the facility on the evenings and weekends and will look space for programming activities to potentially generate revenue. A walk-through with Public Works th 5 items that we would want to begin working on and incorporate into the lease. Town Attorney and is similar to the lease we have with The Advancement Foundation where we provide office utilities on the space. In response to a question from McCarty about the term of the lease, space the first of 2019 and we would revisit the lease probably on a fiscal year basis like the one with The Advancement Foundation. Council Member McCarty that si columns at the entrance to the War Memorial Washington Avenue. Also, we want to dedicated entrance to the left of the Senior Center into the offices for the Chamber and place their own dedicated sign on that side of the building. Under reports from Council Committees, Anne Cantrell commented on the recent Finance Committee meeting. Her office is undergoing the annual audit and next report. Two sets of minutes were approved at the Reimbursement Request. The last item was a Closed Session on contract negotiations. City Refuse Truck Agreement, Stormwa update and right-of- about their refuse program, a report will be given to the meeting. With regard to the right-of- their Code and currently in the Town Code is the snow front of property by the owner or the resident. Council that goes up to the sidewalks, we should expect them 6 weeds and the snow, but to also expect them to mow the grass between the sidewalk and the pavement or the curb. But what about the areas like along Hardy Road where there is a big stretch of sidewalk and not really any houses butting up to those sidewalks or it is vacant property or the back sides of property.. “expectation” and what should be required with regard to the right-of- enforce this. It makes no sense to have an Ordinance if we are not going to enforce it. Mr. Hiner responded Code that addresses those types of areas. The Mayor commented on the recent deaths of County Board of Supervisors, Dillon Woods. He also commented on the success of the National Night Out Event and expressed thanks to engage the citizens at the Longwood Apartments. Comments from Council: Council Member Liles and Council Member McCarty commented on the success of the National Night Out Event; commented on the National Night Out Event and the fact happen at the local level; commented on the Nati hard work that is being done behind the scenes at the local level. Under appointments to Boards/Commissions/ Committees, Beth Layman has agreed to be re-appointed and serve until her retirement someone to replace her on the Committee . Vice Mayor Liles made a motion to re-appoint Mary Beth Layman to the Roanoke Valley Regional Cable TV Committee to a new three-year term beginning September 1, 2018 and ending August 31, 2021. The motion was seconded by Council Member McCarty vote, with all members voting: Vote 5-0; Yeas (5) – McCarty, Scheid, Stovall, Liles, Grose; Nays (0) – None. the Roanoke Valley Regional Cable TV Committee to a new three-year and ending August 31, 2021 The next item on the agenda was a request to convene in Closed Meeting, Pursuant to § 2.2-3711 (A) (7) of the 1950 Code of Virginia, 7 litigation, where such consultation or briefing in open meeting would adversely affect the negotiating or litigating posture of Town’s appeal to an employee grievance determination. Council Member Scheid Closed Session; the motion was seconded by Vice Mayor Liles members voting: Vote 5-0; Yeas (5) – McCarty, Scheid, Stovall, Liles, Grose; Nays (0) – None. into Closed Session at 8:36 p.m. At 10:00 p.m., the regular meeting reconvened and the approved on motion by Vice Mayor Liles roll call vote, with all members voting: Vote 5- (5) – McCarty, Scheid, Stovall, Liles, Grose; Nays (0) – None. Certification of Closed Meeting Council Member McCarty made a motion to adjourn the meeting; the motion was seconded by Liles and carried by the following vote, with all members voting: Vote 5-0; Yeas (5) – McCarty, Scheid, Stovall, Liles, Grose; Nays (0) – None. The meeting was adjourned at 10:01 p.m. APPROVED: _______________________________ Bradley E. Grose, Mayor ATTEST: ______________________________ Susan N. Johnson, CMC, Town Clerk 1 MINUTES OF A REGULAR MEETING OF VINTON TOWN COUNCIL HELD AT 7:00 P.M. ON TUESDAY, SEPTEMBER 4, 2018, IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA MEMBERS PRESENT: Bradley E. Grose, Mayor Sabrina McCarty Janet Scheid Michael W. Stovall MEMBERS ABSENT: Keith N. Liles, Vice Mayor STAFF PRESENT: Barry W. Thompson, Town Manager Susan N. Johnson, Executive Assistant/Town Clerk Susan Waddell, Town Attorney Anne Cantrell, Treasurer/Finance Director Pete Peters, Assistant Town Manager/Director of Economic Development Anita McMillan, Planning & Zoning Director Joey Hiner, Public Works Director Tom Foster, Police Chief Christopher Linkous, Deputy Chief-Fire/EMS Fabricio Drumond, Deputy Police Chief The Mayor called the regular meeting to order at 7:00 p.m. The Town Clerk called the roll with Council Member McCarty, Council Member Scheid, Council Member Stovall and Mayor Grose present. Vice Mayor Liles was absent. Roll call After a Moment of Silence, Council Member Stovall led the Pledge of Allegiance to the U.S. Flag. Under upcoming community events, Council Member McCarty announced the following: September 8 – Mingle at the Market with Ford; October 13 – Fall Festival; October 31 – Downtown Trick or Treat. Pete Peters announced the Open House at the Lancerlot on September 15 – 11:00 a.m. to 4:00 p.m. Chief Foster made comments regarding the upcoming 9/11 Anniversary and read Senator Bob Taft, “ lives—family, friends, faith and freedom.” Under awards, introductions, presentations, proclamations, Chief Foster made brief comments and Assistant to the Chief in his Department. 2 Deputy Chief Linkous made comments on this year’s theme for National Pre “Disasters Happen, Prepare Now, Learn How”. The Linkous. The next item on the agenda was consideration of public comments Town of Vinton Comprehensive Greenway Plan. The Mayor opened the Public Hearing at 7:14 p.m. amendment. As indicated August 2, 2018 and voted unanimously to recommend Plan to adopt and incorporate by reference the 2018 Roanoke Valley Greenway Plan. The Ordinance has been presented for Council’s consideration. Hearing no comments, the Mayor closed the Public Hearing at 7:15 p.m. the Ordinance as presented; the motion was seconded by Council Member Stovall and carried by the following roll call vote, with all members voting: Vote 4-0; Yeas (4) – McCarty, Scheid, Stovall, Grose; Nays (0) – None; Absent (1) - Liles. Public Hearing opened Public Hearing closed Comprehensive Plan Roanoke Valley Greenway Plan The next item on the agenda was a briefing on the Town of Vinton’s proposal to grant a ten year renewal of d/b/a/ Cox Town Attorney began by commenting on a list of bullet points that was provided to Council. Roano Roanoke County and the Town have been renegotiating the 15-year 2003 franchise agreement with Cox Cable which will expire this year. The new agreement since 2003. Roanoke City had requested that the fee be taken out of the agreement and put in a separate Ordinanc agreement change the fee substantially over the next ten years. 3 Cox wanted the agreement for another 15 years and the localities wanted it for five negotiated a 10-year agreement. There is also included language to connectivity between our broadband systems in the future. The Town Attorney next commented that in the past, liabilities were secured by a performance bond, but the new agreement which could be drawn having to make a claim from the insurance company. The agreement also provides for Cox complaint log and make a report to the Town through a designated Committee. Also, the Town will have the cover certain costs for our government access channels. After further discussion and questions complaint log, Council defined as the RVTV Committee. impose the additional $0.20. responded they are not planning on doing anything with it at this time, but they just wanted it in the agreement. The Town Manager commented that the Public Hearing Council will be r following the Public Hearing. The next item on the agenda was to consider adoption of a Resolution authorizing the Town Manager collection emergency. The Town Manager commented that Council was briefed at the August 21, 2018 meeting on this Agreement and reviewed the summary provided with the agenda package. Council Member McCarty made a motion to adopt the Ordinance as presented; the motion was seconded by Council Member Scheid and carried by the following roll call vote, with a voting: Vote 4-0; Yeas (4) – Grose; Nays (0) – None; Absent (1) - Liles. Adopted Resolution No. 2258 with the City of Roanoke for rental of City equipment for a s collection emergency The next item on the agenda was to consider adoption of a Resolution to request authorization from and grant approval to the Colonial Downs Group LLC to operate the terminals within a satellite pari-mutuel 4 Pete Peters began by commenting that the operation of para- referendum on November 4, 2003 an amended facilities as a by-right use within the District of our Zoning Ordinance. The facility and was in operation until 2014. A negotiations between the facility owner and the Virginia Horseman’s Alliance were not successful, the contracts were not extended and all off-track facilities in the State were closed. House and Senate and signed into law by the Governor The Bill amended the State Code to also permit historical wagering terminals within licensed off-track avenue to potentially open up to 10 off- facilities across the State including the possible re- establishment of the facility within the Town. Mr. Peters further commented that the Governor directed the Virginia Racing Commission (VRC) to establish guidelines to manage the licensing of the new terminals and t community, off-track operators, local government entities and the public at large. He, the Mayor and t Manager attended the VRC’s publi Richmond on July 31st. The Mayor made comments at the VRC and the Governor’s Office in early August. The Resolution requests that the VRC author 500 historical racing terminals to be permitted within the Town and grants approval to the Colonial Downs Group, LLC to operate the terminals within a licensed para- mutuel wagering facility subject to the provisions that are outlined in the Town Code and Zoning Ordinances. Mr. Peters next commented that the second WHEREAS read “up to 500 historical racing terminals” instead of “at least”. In response to a question from Council Member Scheid about historical racing terminals, Mr. Peters explained the previous para-mutuel wagering facilities were based on satellite-fed live races. The historical racing terminals 5 screened information being filtered such as horses’ names, jockeys’ names, location and d certain statistical information to allow someone to make a reasonable bet similar to a live horse race. These regulations are tied to a certain number of live races that are required within the State of Virginia. Council Member Scheid next possibility in the future that Colonial Downs allowed responded that the General Assembly authorize and sign it into law and then local government entities would make basis. The Mayor commented that the purpose of the new law was to make it more profitable proceeds going to help promote horse racing in Virg Mr. Peters commented that a percentage of every wage betting pool, but a large portion of those proceeds is paid Alliance and their counterparts. Council Member Stovall the Resolution as corrected; the motion was seconded by Council Member McCarty 4-0; Yeas (4) – McCarty, Scheid, Stovall, Grose; Nays (0) – None; Absent (1) - Liles. Adopted Resolution No. 2259 corrected, Group LLC to operate the terminals within a satellite pari-mutuel wagering facility to be located within the Town of Vinton The Mayor commented on the success of the recent block party sponsored by The Conner Group. Comments from Council: Council Member McCarty grand re-opening of Food Lion October 10th. The next item on the agenda was a request to convene in Closed Meeting, pursuant to § 2.2-3711 (A) public purpose, where discussion in an open meeting negotiating strategy of the public body and pursuant to § 2.2- briefings by staff members or consultants p actual or probable litigation, where such consultation or 6 determination. Council Member Scheid made a motion to convene in Closed Session; the motion was seconded by Council Member McCarty and carried by the following vote, with all members voting: Vote 4-0; Yeas (4) – McCarty, Scheid, Stovall, Grose; Nays (0) – None; Absent (1) - Liles. Council went into Closed Session at 7:43 p.m. approved on motion by Council Member Scheid; seconded by the following roll call vote, with all members voting: Vote 4-0; Yeas (4) – (0) – None; Absent (1) - Liles. Certification of Closed Meeting Council Member Scheid made a motion to adjourn the meeting; the motion was seconded by Council Member McCarty and carried by the following vote, with all members voting: Vote 4-0; Yeas (4) – McCarty, Scheid, Stovall, Grose; Nays (0) – None; Absent (1) - Liles. The meeting was adjourned at 9:22 p.m. Meeting adjourned APPROVED: _______________________________ Bradley E. Grose, Mayor ATTEST: ______________________________ Susan N. Johnson, CMC, Town Clerk Meeting Date September 18, 2018 Department Finance Department Issue Consider adoption of a Resolution appropriating funds in the amount of $156,804 for the receipt of bond proceeds for the purchase of a Knuckle boom Truck approved in the FY20182019 CIP Budget. Summary In the Fiscal Year 2019 Budget Process, the Town approved CIP funding for a Knuckle boom Truck in the Public Works Department. The total estimated cost of the Knuckle boom Truck was approximately $170,000.00, which would be financed over a period of seven years. The Town Public Works Staff was able to find a Knuckle boom Truck available for purchase at Mid Atlantic Waste Systems in Roanoke, Virginia, for a cost of $156,803.42. In order to ensure the Town would not lose the vehicle, the Finance Department worked with VML/VACO to issue an RFP for reimbursement financing as opposed to traditional financing to allow the Town to pay cash for the vehicle and to be reimbursed by bond proceeds. HomeTrust Bank agreed to issue a 7-year fixed interest rate of 3.10%. On July 17, 2018, Council adopted Resolution No. 2255 approving the financing with HomeTrust Bank. In order to accurately account for this transaction in the FY2018-2019 Budget, the Finance Committee is requesting Council to consider a budget appropriation creating a new revenue budget in Bond Proceeds and a new expenditure budget in Capital Outlay. The new revenue and expenditure budget will have a net zero effect on the overall Town Budget. Attachments Resolution No. 2255 New Resolution Recommendations Motion to adopt Resolution as part of the Consent Agenda Town Council Agenda Summary RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, SEPTEMBER 18, 2018 AT 7:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA WHEREAS, in the Fiscal Year 2019 Budget Process, the Town approved CIP funding for a Knuckle boom Truck in the Public Works Department with a total estimated cost of approximately $170,000.00, which would be financed over a period of seven years; and WHEREAS, Public Works Staff was able to find a Knuckle boom Truck available for purchase at Mid Atlantic Waste Systems in Roanoke, Virginia, for a cost of $156,803.42 and to ensure the Town would not lose the vehicle, the Finance Department worked with VML/VACO to issue an RFP for reimbursement financing as opposed to traditional financing to allow the Town to pay cash for the vehicle and to be reimbursed by bond proceeds. HomeTrust Bank agreed to issue a 7-year fixed interest rate of 3.10%; and WHEREAS, on July 17, 2018, Council adopted Resolution No. 2255 approving the financing with HomeTrust Bank; and WHEREAS, the Town Council needs to approve a budget appropriation creating a new revenue budget in Bond Proceeds and a new expenditure budget in Capital Outlay to account for the receipt and payment of bond proceeds not included in the original FY2018- 2019 budget. NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the following transaction: BUDGET ENTRY GENERAL LEDGER: 200.25100 Appropriations $156,804 200.25000 Estimated Revenue $156,804 FROM REVENUE: 200.1899.013 Bond Proceeds $156,804 TO EXPENDITURE: 200.4101.799 Capital Outlay $156,804 This Resolution adopted on motion made by _______________, seconded by _________________, with the following votes recorded: AYES: NAYS: APPROVED: ______________________________ Bradley E. Grose, Mayor ATTEST: ______________________________________ Susan N. Johnson, CMC, Town Clerk 1 Meeting Date September 18, 2018 Department Town Attorney Issue Consideration of public comments on the proposal to grant a ten year renewal of the cable television franchise held by CoxCom, LLC, d/b/a/ Cox Communications Roanoke (“Cox”) to succeed and replace the franchise currently held by Cox, which will expire on October 31, 2018. Summary The Town of Vinton engaged in negotiation with Roanoke County and Roanoke City to re-negotiate its franchise agreement with CoxCom LLC. The new contract form contains substantial technical changes to bring the agreement in line with technological advances that have occurred since the last contract of 2003. Since our last agreement, the Virginia state legislature adopted Va Code Section 15.2-2108.1:1, which replaced local franchise fees with a tax paid directly to the Commonwealth, from which the Commonwealth creates a trust fund with which the localities are paid their franchise fees. For the Town of Vinton, which had a prior franchise fee of 5% of gross proceeds of cable service revenues from the Town of Vinton, the fee will continue to be paid by the Commonwealth in the same manner as it has been for the past several years since the statute was enacted, as specifically provided by the statute. This Agreement does not change the amount or procedure of the cable franchise revenue ultimately received from the Town. The new agreement is for 10 years (the old agreement was for a 15-year term). The obligation of Cox to the Town will now be secured by a bank letter of credit rather than a performance bond, which all localities agreed was more advantageous for the localities. Cox will keep a log of complaints and will report them to a committee. After the last Town Board meeting on September 4, 2018, Cox clarified that this was intended to be the existing Roanoke Valley Regional Cable Television Committee and a modification was made to the Agreement clarifying that intent. Town Council Agenda Summary 2 The Town is given the authority to impose an additional fee of up to $0.20 per months from each subscriber to be applied toward costs of an EG Access Channel facility. The fee is not included in the proposed current ordinance; it is for optional consideration in the future. Attachments Cable Television Franchise Agreement Ordinance Recommendations Conduct Public Hearing Motion to adopt Ordinance {00280404.DOCX } CABLE TELEVISION FRANCHISE AGREEMENT by and between THE TOWN OF VINTON, VIRGINIA, and COXCOM, LLC as of NOVEMBER 1, 2018 {00280404.DOCX } Page i TABLE OF CONTENTS Section 1. DEFINITIONS. .......................................................................................................... 2 Section 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS. .............................. 2 2.1. Grant. .................................................................................................................. 2 2.2. Construction of Agreement. ............................................................................... 2 2.3. Police Powers. .................................................................................................... 2 Section 3. FRANCHISE EFFECTIVE DATE AND TERM. ..................................................... 3 Section 4. INTERCONNECT. .................................................................................................... 3 4.1. Interconnection Method. .................................................................................... 3 4.2. EG Interconnection. ............................................................................................ 3 Section 5. CABLE SYSTEM CAPABILITY AND CONSTRUCTION. .................................. 4 5.1. Cable System Characteristics. ............................................................................ 4 5.2. Technical Performance. ...................................................................................... 7 5.3. Cable System Construction and Maintenance. ................................................... 7 5.4. Emergency Alert System. ................................................................................... 9 5.5. State of the Art. .................................................................................................. 9 5.6. Annual Technology Summit Meeting. ............................................................... 9 Section 6. PEG ACCESS. ........................................................................................................... 9 6.1. EG Channel. ....................................................................................................... 9 6.2. EG Origination. ................................................................................................ 11 6.3. Program Content; Control. ............................................................................... 13 6.4. Alternate Use. ................................................................................................... 13 Section 7. CABLE SERVICE TO TOWN FACILITIES. ........................................................ 13 7.1. Courtesy Service to Public Facilities. ............................................................... 13 {00280404.DOCX } Page ii 7.2. Additional Facility Equipment and Wiring. ..................................................... 14 Section 8. EG ACCESS CAPITAL GRANT: COSTS. ............................................................ 15 8.1. EG Capital Fee. ................................................................................................ 15 8.2. EG Channel Use. .............................................................................................. 16 8.3. Costs Incidental To The Award Of The Franchise. .......................................... 16 Section 9. CUSTOMER SERVICE. ......................................................................................... 16 9.1. Customer Service Requirements. ..................................................................... 16 9.2. Customer Service Standards. ............................................................................ 17 9.3. Customer Privacy. ............................................................................................ 17 9.4. Customer Complaints. ...................................................................................... 17 Section 10. REPORTS AND RECORDS. .................................................................................. 18 10.1. Open Books and Records. ................................................................................ 18 10.2. Information Disclosure. .................................................................................... 19 Section 11. COMMUNICATIONS SALES AND USE TAX. ................................................... 19 11.1. Application of Tax. ........................................................................................... 19 Section 12. TRANSFER OF FRANCHISE ................................................................................ 19 12.1. Approval Required. .......................................................................................... 19 12.2. No Consent Required. ...................................................................................... 20 12.3. Preservation of Town’s Rights. ........................................................................ 20 12.4. Approval Does Not Constitute Waiver of Rights. ............................................ 21 Section 13. RENEWAL OF FRANCHISE. ................................................................................ 21 13.1. Federal Law. ..................................................................................................... 21 13.2. Needs Assessment. ........................................................................................... 21 13.3. Informal Renewal. ............................................................................................ 21 {00280404.DOCX } Page iii 13.4. Consistent with Law. ........................................................................................ 21 Section 14. ENFORCEMENT OR TERMINATION OF FRANCHISE ................................... 22 14.1. Notice of Violation. .......................................................................................... 22 14.2. Grantee’s Right to Cure or Respond ................................................................ 22 14.3. Quarterly Standards. ......................................................................................... 22 14.4. Enforcement. .................................................................................................... 23 14.5. Liquidated Damages. ........................................................................................ 23 14.6. Waiver. ............................................................................................................. 25 14.7. Single Violation. ............................................................................................... 25 14.8. Assessment of Liquidated Damages. ................................................................ 25 14.9. Letter of Credit. ................................................................................................ 26 14.10. Revocation. ....................................................................................................... 28 Section 15. INSURANCE AND INDEMINIFICATION ........................................................... 29 15.1. Insurance Coverage. ......................................................................................... 29 15.2. Insurance Terms. .............................................................................................. 29 15.3. Indemnification Provisions. .............................................................................. 30 Section 16. FORCE MAJEURE ................................................................................................. 31 16.1. Force Majeure Definition. ................................................................................ 31 16.2. Force Majeure Conditions. ............................................................................... 32 Section 17. NON-DISCRIMINATION. ..................................................................................... 32 Section 18. MISCELLANEOUS PROVISIONS ........................................................................ 33 18.1. Counterpart Copies. .......................................................................................... 33 18.2. Nonwaiver. ....................................................................................................... 33 18.3. Rights of Third Parties. .................................................................................... 33 {00280404.DOCX } Page iv 18.4. Forum Selection and Choice Of Law. .............................................................. 33 18.5. Captions and Headings. .................................................................................... 34 18.6. Faith Based Organization. ................................................................................ 34 18.7. Notice. .............................................................................................................. 34 18.8. Entire Agreement and Amendments. ............................................................... 35 18.9. Exhibits. ............................................................................................................ 35 {00280404.DOCX } Page 1 CABLE TELEVISION FRANCHISE AGREEMENT THIS AGREEMENT made and entered into as of this 1st day of November, 2018, by and between the Town of Vinton, a Virginia political subdivision ("Town" or "Grantor"), and CoxCom, LLC d/b/a Cox Communications Roanoke, a Delaware limited liability company (“Cox” or "Grantee"): WHEREAS the Grantee currently holds a cable television franchise granted by the Town pursuant to a Cable TV Franchise Agreement by and between the Town and the Grantee's predecessor in name and interest, dated November 1, 2003 ("Current Franchise"); and WHEREAS the Grantee has requested that the Town renew or extend the cable television franchise the Grantee currently holds; and WHEREAS the Town and the Grantee have negotiated the terms of a renewal franchise pursuant to 47 U.S.C. §546(h); and WHEREAS the Town Council, after holding a public hearing on the terms of the renewal franchise of which the public was afforded notice and at which the public was afforded opportunity to comment, adopted Ordinance No_______________ effective November 1, 2018, to grant a renewal of the Grantee's television franchise at a duly authorized and regular meeting, pursuant to the provisions of the Cable Act, Town Charter, Town ordinances, and the Virginia Code. NOW THEREFORE in consideration of such grant of renewal of the cable franchise to the Grantee, the parties agree as follows: {00280404.DOCX } Page 2 Section 1. DEFINITIONS. Unless otherwise defined in this Agreement, terms in this Agreement shall have the meaning given to them in the list of Definitions attached as Exhibit A. Terms not defined in this Agreement shall have their common and ordinary meaning. Section 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS. 2.1. Grant. The Town hereby grants to the Grantee a franchise to operate a cable system to provide cable service within the territorial limits of the Town in accordance with the terms and conditions set forth below. The Grantee's Franchise Area shall be the territorial limits of the Town. 2.2. Construction of Agreement. 2.2.1. The provisions of this Franchise shall be construed to effectuate their objectives. 2.2.2. In the event of a conflict between this Agreement and Virginia Code Sections 15.2-2108.19, et seq., the Virginia Code shall prevail. 2.2.3. Nothing herein shall be construed to limit the scope or applicability of Section 625 Communications Act, 47 U.S.C. § 545. 2.3. Police Powers. Except as otherwise provided in this Section 2.2, the Grantee’s rights under this Franchise shall be subject to the lawful police powers of the Town to adopt and enforce ordinances of general applicability necessary to protect and preserve the health, safety and welfare of the public. The Grantee shall comply with all applicable general laws and ordinances lawfully enacted by the Town pursuant to such police powers. The Town agrees that ordinances which it adopts that impact this Agreement must be enacted upon reasonable conditions and of a character appropriate to the public purpose justifying enactment. Nothing {00280404.DOCX } Page 3 herein prohibits the Grantee from challenging any future ordinances enacted by the Town as may be permitted under applicable law. Section 3. FRANCHISE EFFECTIVE DATE AND TERM. The effective date of the Franchise Agreement shall be November 1, 2018. The term of the Franchise shall be 10 years, commencing on November 1, 2018, and expiring at midnight on October 31, 2028, unless sooner terminated in accordance with Section 14.10 herein, or by other applicable law. Section 4. INTERCONNECT. 4.1. Interconnection Method. The Grantee shall design the Grantee’s Cable System so that it is capable of interconnecting with other similar communications networks at suitable locations as determined by the Grantee. Interconnection capabilities shall be provided for the exchange of all EG signals designated in Section 6.1. Interconnection of systems may be made by direct fiber connection or other appropriate methods. Such interconnection shall preserve the quality of the EG signals so that there is no significant degradation between the signals as received by the Grantee and the signals as transmitted to the interconnecting system. 4.2. EG Interconnection. At the request of the Town, the Grantee shall, to the extent permitted by applicable law and its contractual obligations to third parties, use every reasonable effort to negotiate an interconnection agreement with any other Cable System in the Town for the EG channels. The Grantee will continue to interconnect with any other franchised cable operator that is operating in the Town as of the Effective Date. Nothing in this Agreement shall determine the extent to which the Grantee or the interconnecting system shall bear the costs of interconnection. {00280404.DOCX } Page 4 Section 5. CABLE SYSTEM CAPABILITY AND CONSTRUCTION. 5.1. Cable System Characteristics. The Grantee’s Cable System shall meet or exceed the following requirements: 5.1.1. The Cable System shall be designed with an initial analog and digital carrier passband between 50 and 750 MHz. 5.1.2. The Cable System shall be designed to be an active two-way plant for subscriber interaction, if any, required for selection or use of Cable Service. 5.1.3. Modern design utilizing an architecture that will permit additional improvements necessary for high quality and reliable service throughout the term of the Agreement. 5.1.4. Protection against outages due to power failures, so that back-up power is available at a minimum for at least 24 hours at the headend, and conforming to industry standards, but in no event rated for less than four hours, at each node. Such standby power supplies shall cut in automatically on failure of commercial utility AC power, and revert automatically to commercial power when it is restored. 5.1.5. Facilities and equipment sufficient to cure violations of any applicable FCC technical standards and to ensure that the Cable System remains in compliance with the standards specified in Section 5.1.18. 5.1.6. Facilities and equipment as necessary to maintain, operate, and evaluate the Cable System to comply with any applicable FCC technical standards, as such standards may be amended from time to time. {00280404.DOCX } Page 5 5.1.7. All facilities and equipment designed to be capable of continuous twenty-four (24) hour daily operation in accordance with applicable FCC standards except as caused by a Force Majeure event. 5.1.8. All facilities and equipment designed, built and operated in such a manner as to comply with all applicable FCC requirements regarding (i) consumer electronic equipment and (ii) interference with the reception of off-the-air signals by a subscriber. 5.1.9. All facilities and equipment designed, built and operated in compliance with all applicable safety codes. 5.1.10. Sufficient trucks, tools, testing equipment, monitoring devices and other equipment and facilities and trained and skilled personnel required to enable Grantee to comply with applicable law and its obligations under this Agreement, including applicable customer service standards. 5.1.11. All facilities and equipment required to properly test the Cable System in accordance with applicable law, conduct an ongoing and active program of preventive maintenance and quality control, and to be able to quickly respond to customer complaints and resolve system problems. 5.1.12. Design capable of interconnecting with other similar communications networks in the Franchise Area as set forth in Section 4 of this Agreement. 5.1.13. Facilities and equipment at the headend shall allow Grantee to transmit or cablecast signals in substantially the form received, without substantial alteration or deterioration in the content and functionalities associated with the signal. For example, the headend should include equipment that will transmit color video signals received at the headend in color, stereo audio signals received at the headend in stereo, and a signal received with a secondary audio {00280404.DOCX } Page 6 track with both audio tracks. Similarly, all closed-captioned programming retransmitted over the Cable System shall include the closed-captioned signal in a manner that renders that signal available to Subscriber equipment used to decode the captioning. 5.1.14. Shall be capable of transmitting in high definition any Channels that are received in high definition format. Actual carriage of any such high definition Channels will be at the Grantee's sole discretion. 5.1.15. Shall offer parental control options, which will at a minimum offer as an option that a Person ordering programming must provide a personal identification number or other means provided by Grantee only to a Subscriber. Provided, however, that Grantee shall bear no responsibility for the exercise of parental controls and shall incur no liability under this Agreement for any Subscriber’s or viewer’s exercise or failure to exercise such controls. 5.1.16. The provision of additional channels, channel capacity, and/or upgrades of any kind to the Cable System is solely within the control and discretion of the Grantee. 5.1.17. With the exception of any EG Channels, all content and programming of Cable Services, including the mix, level, and/or quality of such content and programming, remains in the sole discretion of the Grantee. 5.1.18. The Cable System must conform to or exceed all applicable FCC technical performance standards, as amended from time to time, and shall conform in all material respects to applicable sections of the following standards and regulations to the extent such standards and regulations remain in effect and are consistent with accepted and applicable industry procedures: 5.1.18.1. Occupational Safety and Health Administration (OSHA) Safety and Health Standards; 5.1.18.2. National Electrical Code; {00280404.DOCX } Page 7 5.1.18.3. National Electrical Safety Code; 5.1.18.4. Obstruction Marking and Lighting, AC 70/7460 i.e., Federal Aviation Administration; 5.1.18.5. Constructing, Marking and Lighting of Antenna Structures, Federal Communications Commission Rules, Part 17; and 5.1.18.6. The Virginia Uniform Statewide Building Code. 5.2. Technical Performance. The Cable System shall meet or exceed applicable FCC’s technical standards (Subpart K of Part 76 of the FCC’s Rules). 5.3. Cable System Construction and Maintenance. 5.3.1. The Town shall have the right to inspect all construction or installation work performed by Grantee within the Service Area, and to make such inspections as the Town deems necessary to ensure compliance with this Agreement and other pertinent provisions of law. No poles, underground conduits, or other wire or cable-holding structures shall be erected by Grantee without prior approval of the Town or its duly authorized personnel, or, unless such consent is not required by applicable law, by abutting property owners where the Town does not own, or hold some other right of way property interests in, the area in which such structures are to be erected. To the extent possible, Grantee shall use existing poles and underground conduits throughout the Town. Any poles, underground conduits or other fixtures that Grantee is authorized by the Town to install must be placed in a manner so that they do not interfere with or obstruct the usual travel on the public Streets or interfere with any existing utility services. All construction activities of Grantee shall be conducted in a workmanlike manner that will cause minimum interference with the rights and reasonable convenience of the public's and other utilities' use of the Streets and of the property owners directly affected thereby. Grantee shall {00280404.DOCX } Page 8 maintain all structures, cable and related Cable System equipment that are located in, over, under, and upon the Streets in a safe, suitable, substantial condition and in good order and repair at all times. All construction, installation and repair by Grantee shall be effectuated in a manner that is consistent with the FCC's rules, relevant local building codes, zoning ordinances and laws, all Town and other governmental laws, codes, or ordinances relating to public works or the Streets, and other regulatory requirements, the National Electrical Safety Code, and other standards of general applicability to Cable Systems. Grantee shall not commence any construction without obtaining all local zoning and other approvals, permits and other licenses generally applicable to other entities performing such construction, and paying all costs and fees normally imposed or charged therefor. Whenever electric utilities and telecommunications facilities are located underground within a public way of the Town, Grantee, with permission to occupy the same public way, must also locate its facilities underground. 5.3.2. Grantee shall be required to extend energized trunk cable and make Cable Service available to any and all portions of the Town within the limits of its defined Service Area with a density of at least twenty (20) Homes per linear mile for aerial installations and thirty (30) Homes per linear mile for underground installations. For purposes of calculating this density requirement, all Homes within one hundred fifty (150) feet of any Street or other right-of-way suitable for cable trunk installation shall be counted in density determinations, and shall be considered as satisfying the 20 or 30 Homes- per-mile density requirement, as appropriate. In the event that the owner of any Home or other structure within Grantee's Service Area not meeting the density requirement is willing to agree in writing to pay the excess cost of extending Cable Service to that location, then Grantee so requested by such owner shall provide Cable Service to such Home or other structure. {00280404.DOCX } Page 9 5.4. Emergency Alert System. Grantee shall comply with the Emergency Alert System ("EAS") Federal Emergency Alert System regulations, 47 C.F.R. §76 Part 1. 5.5. State of the Art. Throughout the term of this Franchise, Grantee shall maintain and upgrade the Cable System and the technical performance of the Cable System so as to keep pace with the developments in the State-of-the-Art as defined herein. For purposes of this subsection, "State-of-the-Art'' means that level of technical performance or capacity, service or cable system plant, for which there is a reasonable demonstrated market demand and which has been demonstrated by existing cable system operators and reputable equipment suppliers to be workable in the field, but not exceeding that level of technical performance or capacity which has been installed and is operating at the time in at least two (2) other cable systems of comparable or smaller size owned and operated by Grantee or an affiliate of Grantee. 5.6. Annual Technology Summit Meeting. The Roanoke Valley Regional Cable Television Committee ("Committee") may request a meeting once per year with the Grantee to discuss new and upcoming technology and the developments in the State-of-the-Art related to the Cable System, and the plans the Grantee has for bringing such technology to the Grantee's Service Area. Upon the request of the Committee for such meeting, Grantee shall schedule the meeting within 30 days of such request. Section 6. PEG ACCESS. 6.1. EG Channel. 6.1.1. Except as otherwise provided herein, Grantee shall provide any EG Channel(s) as part of Basic Cable Service throughout the life of the Franchise. If there is no Basic Cable Service, Grantee shall provide the EG Channels as part of the service provided to every Subscriber, at no additional charge to Subscribers for the EG Channels. {00280404.DOCX } Page 10 6.1.2. The Grantee shall initially provide one (1) standard definition downstream EG Channel (“Initial EG Channel”). Upon request by the Committee, the Grantee shall provide a second standard definition EG Channel (“Second EG Channel”) upon a showing by the Committee that the then-existing EG Channel is being used to air at least forty (40) hours of original, locally-produced programming per week (not including bulletin board-style programming). The Grantee shall provide the Second EG Channel within one hundred twenty (120) days after written request by the Committee. 6.1.3. The Grantee shall not arbitrarily or capriciously change the EG Channel assignment(s), and the Grantee shall take reasonable steps to minimize the number of such changes. The Grantee may change the EG Channel assignment(s) as it deems appropriate so long as it provides at least thirty (30) days prior written notice to the Town, and reimburses the Town for the reasonable costs including, but not limited to, logo modifications, stationery, promotion, and advertising, not to exceed $2,500 per channel change. 6.1.4. Use of the EG Channels shall be to air non-commercial EG access programming and any other non-commercial programming, consistent with Section 611 of the Cable Act (47 U.S.C. §531) at the Committee’s sole discretion. The Grantee shall not charge the County, City, Town or any other authorized user of the EG Channel(s) for the use of such channels. 6.1.5. No control over EG access program content shall be exercised by the Grantee except to enforce the limitations on commercial use described herein or as otherwise permitted by the FCC and other federal, state, and local laws. 6.1.6. The Grantee may use the EG Channels for any lawful purpose during such periods as they are not being used for EG access purposes, provided that EG access use shall have priority at all times. {00280404.DOCX } Page 11 6.2. EG Origination. 6.2.1. The Parties hereby acknowledge that the EG origination locations currently consist of twenty-four (24) facilities listed in Exhibit B that have analog transport capabilities between these facilities and Grantee’s headend (“Analog Feeds”), and that the Grantee provides an analog audio/video switch that selects among these Analog Feeds to be placed on the designated downstream EG Access channels on the subscriber distribution network. The Grantee shall maintain this existing analog EG functionality until such time as the transition from analog to digital transport specified in Sections 6.2.2 or 6.2.3 is complete (“Transport Upgrade”). Upon completion of the Transport Upgrade, the Grantee’s obligation to maintain the current system identified in this Section 6.2.1 shall cease. 6.2.2. Within two (2) years of the Effective Date, the Committee may provide the Grantee written notice that EG Channels’ analog video production facilities are upgraded to digitally-based video production facilities at Roanoke Valley TV, 541 Luck Avenue, SW, Roanoke, VA, 24016 (“RVTV”), and to upgrade the analog EG transport to a digital transport between RVTV and the Grantee’s headend. Upon such notice the Grantee shall upgrade the EG transport to a digital transport within one hundred twenty (120) days at RVTV’s expense. The Grantee shall coordinate with RVTV to minimize the transport interruption during the upgrade process. 6.2.3. Should the transition specified in Section 6.2.2 fail to take place within two (2) years of the Effective Date, then the Grantee shall upgrade the EG transport between RVTV and its headend to a digital transport within one hundred twenty (120) days at RVTV’s expense. The Grantee shall coordinate with RVTV to minimize the transport interruption during the upgrade process. {00280404.DOCX } Page 12 6.2.4. Grantee shall provide without charge the Transport Upgrade by means of dedicated, fully fiber optic links between its headend and RVTV so that signals can be generated at RVTV and be routed onto an appropriate EG channel. Such signal transport provided by the Grantee shall include all equipment necessary for amplification, optical conversion, receiving, transmitting, switching, and headend processing of upstream EG signals from RVTV and the placement of these EG signals onto an appropriate EG channel. Notwithstanding the foregoing, all such equipment, including but not limited to the fiber electronics at RVTV, shall be installed, repaired, and maintained in good working order by the Grantee on the Grantee’s side of the Demarcation Point, provided, however, that the Grantee shall not be responsible for the cost of repairing any damage caused by RVTV or its agents or invitees. Grantee’s obligation with respect to such signal transport shall be dependent on RVTV providing the Grantee, without charge, with such space, electrical power supply, access, and other facilities and cooperation as shall be necessary to allow the Grantee to fulfill its duties under this Franchise with respect to such signal transport. The dedicated channels may be multiplexed into backbone fiber rings at the hub or node nearest to the origination site for return to the headend. 6.2.5. RVTV shall be solely responsible for all personnel, equipment, and maintenance on RVTV’s side of the Demarcation Point. 6.2.6. Upon completion of the Transport Upgrade and at RVTV’s expense, the Grantee shall replace the analog audio/video switch identified in Section 6.2.1 with an optical combiner that will route any digital optical signals originated from the optional sites identified in Exhibit C (“RVTV Remote Sites”) to RVTV by multiplexing the optical signals onto a single fiber optic link. The Grantee shall maintain, at RVTV’s expense, the fiber optic links between the RVTV {00280404.DOCX } Page 13 Remote Sites and its headend, the optical combiner and multiplexer located at its headend, and the fiber optic link from its headend to RVTV. 6.2.7. RVTV shall be solely responsible for any personnel, equipment, and maintenance required to originate an optical signal at an RVTV Remote Site and to receive such optical signal(s) at RVTV. 6.3. Program Content; Control. No control over PEG access program content shall be exercised by the Grantee except to enforce the limitations on commercial use described herein or as otherwise permitted by the FCC and other federal, state, and local laws. 6.4. Alternate Use. The Grantee may use the PEG Access channels for any lawful purpose during such periods as they are not being used for PEG Access purposes, provided that EG Access use shall have priority at all times. Section 7. CABLE SERVICE TO TOWN FACILITIES. 7.1. Courtesy Service to Public Facilities. The Grantee will provide the following, at no charge, at each fire station, public school, police station, public library, and such Town facilities used for public purposes, which facilities are listed in Exhibit D, attached hereto, and for which the Grantee is provided access without charge, as may be designated by the Town; or any newly constructed or acquired government building that may be designated by the Town (collectively, "Additional Buildings"), so long as such Additional Buildings do not exceed ten (10) during the term of the Agreement; provided, however, that if it is necessary to extend the Grantee’s trunk or feeder lines more than 150 feet solely to provide service to any such school or public building, the Town shall have the option of paying the lower of any contract the Grantee may have with the Town for such services or the Grantee’s commercial charges for such extension in excess of {00280404.DOCX } Page 14 150 feet itself, or of releasing the Grantee from or postponing the Grantee’s obligation to provide service to such building: 7.1.1. one Cable Service drop; 7.1.2. one Cable Service converter or digital transport adapter per site (if necessary to receive the programming specified in Section 7.1.3; and 7.1.3. Basic Cable Service and the most highly subscribed tier of non-basic service (not including any video programming offered on a per channel or per program basis). 7.2. Additional Facility Equipment and Wiring. 7.2.1. The Town shall be responsible for the cost of new or replacement converters or digital transport adapters that are in addition to those required in 7.1.2 and any “terminal equipment,” including TV monitors, VCRs, and/or computers. 7.2.2. The cost of inside wiring, additional drops or outlets, and additional or replacement converters or digital transport adapters requested by the Town within these specified facilities, including those drops or outlets in excess of those currently installed, are the responsibility of the Town. The Grantee shall not be responsible for any violations of FCC technical standards on the Town’s side of the Demarcation Point. After reasonable notice under the circumstances, the Grantee may temporarily disconnect its service to a Town site that does not correct such violations of FCC technical standards until such time as such violations are corrected. 7.2.3. Subject to the limitations set forth in this Section 7, whenever required by changes in the Grantee’s technology, the Grantee shall upgrade all equipment provided at the Grantee’s expense pursuant to this Section 7, in order to ensure that the Town can continue to receive the services offered by the Grantee to the Town pursuant to this Franchise Agreement. {00280404.DOCX } Page 15 Section 8. EG ACCESS CAPITAL GRANT: COSTS. 8.1. EG Capital Fee. The Town may by ordinance or resolution impose on the Grantee an EG Capital Fee payable to the Town on a quarterly basis (the “EG Capital Fee”), in an amount not to exceed twenty cents ($0.20) per month for each Subscriber in the Service Area that receives the Grantee’s Basic Service Tier, so long as such requirement applies equally to all franchised cable operators in the Town. If so imposed, the EG Capital Fee shall be delivered to the Town within forty-five (45) days following the end of each calendar quarter during the Franchise Term. The EG Capital Fee shall be used by the Town to support the capital costs of EG Access Channel facilities consistent with the Communications Act (47 U.S.C. § 542). 8.1.1. If the initial EG Capital Fee shall be less than an amount equal to twenty cents ($0.20) per month for each Subscriber in the Service Area to the Grantee’s Basic Service Tier, the EG Capital Fee may be uniformly increased for the Town cable grantees by ordinance or resolution of the Town Council not more than once each year commencing after the first anniversary of the Effective Date of this Agreement by an amount not to exceed six cents ($0.06), but under no circumstances shall the monthly per-Subscriber fee exceed twenty cents ($0.20) per month for each Subscriber in the Service Area that receives the Grantee’s Basic Service Tier. 8.1.2. The Town shall provide the Grantee with thirty (30) days advance notice of any public hearing or meeting where an increase will be considered or voted on by the Town Council. The Town shall forward to the Grantee a copy of the adopted ordinance or resolution that authorizes an increase in the EG Capital Fee and establishes the effective date of the increase. The Grantee shall have not less than ninety (90) days to implement the EG Capital Fee increase. {00280404.DOCX } Page 16 8.1.3. To the extent permitted by law, the Grantee may recover from Subscribers the costs of an EG Capital Fee or any other costs arising from the provision of EG services and shall be allowed to include such costs as a separately billed line item on each Subscriber’s bill. 8.2. EG Channel Use. The Town shall not sell time on the EG Channels, nor allow any third party to do so, nor shall any channel be leased at any price to any third party. The Town may allow programmers on the EG Channels to seek support for their programming consistent with the “Funding Standards and Practices” of the Public Broadcasting System (found at: http://www.pbs.org/producers/guidelines/) as they exist on the Effective Date of this Agreement. 8.3. Costs Incidental To The Award Of The Franchise. Grantee shall reimburse the Town for advertising expenses incurred in the franchising process. Section 9. CUSTOMER SERVICE. 9.1. Customer Service Requirements. The Grantee shall comply with the customer service requirements imposed by the FCC pursuant to 47 U.S.C. § 552, as it may be amended from time to time. The Town may impose additional customer service requirements that exceed the requirements established by the Federal Communications Commission under 47 U.S.C. § 552(b) by ordinance after a public hearing, but these additional requirements shall (i) not be designed so that Grantee cannot also comply with any other customer service requirements under state or federal law or regulation applicable to the Grantee in its provision of other services over the same network used to provide cable service, (ii) be no more stringent than the customer service requirements applied to other cable operators in the Town, and (iii) be reasonably tailored to achieve appropriate customer service goals based on the technology used by the Grantee to provide cable service. {00280404.DOCX } Page 17 9.2. Customer Service Standards. The Grantee shall comply with the provisions of 47 C.F.R §76.309, as it may be amended from time to time. 9.3. Customer Privacy. Grantee shall at all times comply with 47 U.S.C. §551 with regard to the protection of Subscriber privacy. 9.4. Customer Complaints. 9.4.1. Complaint Procedure: The Grantee shall establish a clear procedure for resolving a Cable Service complaint (“Complaint(s)”) filed by any interested party, providing that Complaints may be made orally or in writing, at the complainant’s option. Such procedures shall be well-publicized. At least thirty (30) days before the Grantee announces any changes to such procedures, the Grantee shall notify the Committee (as defined in Section 5.6) of the changes and offer the Committee the opportunity to comment on the changes. 9.4.2. Referred Complaints: The Grantee shall promptly investigate Complaints that are referred to the Grantee by the Committee (“Referred Complaints”). The Grantee shall report to the Committee regarding each Referred Complaint within five (5) business days, stating whether the matter has been resolved and how it was resolved; if the matter remains unresolved, the Grantee shall describe the actions taken to date, the reason or reasons the matter has not been resolved, the actions the Grantee believes remain to be taken to achieve resolution, and an estimated date for such resolution. Notwithstanding the foregoing, Grantee shall not be required to provide “personally identifiable information” except as permitted by 47 U.S.C. § 551 and regulations promulgated thereunder, or other applicable provision of federal law, provided however that if compliance with such laws and regulations prohibits disclosure of information necessary for the Grantee to report to the Committee as required by the preceding sentence, the Grantee shall explain to the Committee in writing why the Grantee cannot comply, including {00280404.DOCX } Page 18 references to the applicable statutes or regulations, and the parties shall discuss alternative means for informing the Committee regarding the resolution of the Referred Complaint, including, without limitation, obtaining the consent of the Subscriber for any necessary disclosures. 9.4.3. Escalated Complaints: The Grantee shall keep a written record or log of Escalated Complaints received regarding quality of service, equipment malfunctions, billing procedure, employee attitude and similar matters. Upon request by the Committee, and not more than once a year, the Grantee shall provide such log of Escalated Complaints to the Committee. An “Escalated Complaint” is any Complaint received by the Grantee that has been submitted to a state regulatory agency, any of the Grantee’s corporate offices or individual employees other than a customer service call center, and/or the Better Business Bureau. These records shall be maintained for a period of five (5) years. The record shall contain the following information for each complaint received: (1) Date, time and nature of the complaint; (2) Name, address and telephone number of the person complaining; (3) Investigation of the complaint; (4) Manner and time of resolution of the complaint; and (5) If the complaint regards equipment malfunction or the quality of reception, a report indicating corrective steps taken, with the nature of the problem stated. Before delivering its complaint log, a Grantee may redact the log as required to conform to the provisions of applicable federal and state privacy protection laws. Section 10. REPORTS AND RECORDS. 10.1. Open Books and Records. Upon not less than thirty (30) days written notice to the Grantee, and no more frequently than once every twenty-four (24) months, the Town shall have {00280404.DOCX } Page 19 the right to inspect the Grantee's books and records pertaining to Grantee's provision of Cable Service in the Service Area at any time during Normal Business Hours at a reasonable time as determined by the parties, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Grantee may organize the necessary books and records for appropriate access by the Town. Grantee shall not be required to maintain any books and records for Franchise compliance purposes longer than five (5) years. 10.2. Information Disclosure. Notwithstanding anything to the contrary set forth herein, Grantee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, or to disclose any of its or its affiliates books and records not relating to the provision of Cable Service in the Service Area. Grantee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §551. Section 11. COMMUNICATIONS SALES AND USE TAX. 11.1. Application of Tax. The parties shall comply with all applicable requirements of the provisions of Section 58.1-645 of the Code of Virginia (the “Communications Sales and Use Tax”) in its current form and as it may be amended. Section 12. TRANSFER OF FRANCHISE 12.1. Approval Required. No Transfer of the Franchise shall occur without the prior consent of the Town Council, provided that such consent shall not be unreasonably withheld, delayed or conditioned. No application for the approval of a Transfer shall be approved by the Town Council unless the transferee agrees in writing that it will abide by and accept all terms of this agreement, and that it will assume the obligations, liabilities and responsibility for all acts and omissions, known and unknown, of the incumbent franchisee under this agreement, for all {00280404.DOCX } Page 20 purposes, including renewal, unless the Town Council, in its discretion, expressly waives all or part of this requirement. 12.2. No Consent Required. No such consent shall be required, however, for transactions excluded under the definition of a Transfer of the Franchise. Transfer of the Franchise shall be defined herein as it is defined in the Code of Virginia §15.2-2108.19, meaning any transaction in which (i) an ownership or other interest in the Grantee is transferred, directly or indirectly, from one person or group of persons to another person or group of persons, so that majority control of the Grantee is transferred; or (ii) the rights and obligations held by the Grantee under the Franchise are transferred or assigned to another person or group of persons. However, notwithstanding clauses (i) and (ii) of the preceding sentence, a transfer of the cable franchise shall not include (a) transfer of an ownership or other interest in the Grantee to the parent of the Grantee or to another affiliate of the Grantee; (b) transfer of an interest in the cable franchise granted under this article or the rights held by the Grantee under the Franchise to the parent of the Grantee or to another affiliate of the Grantee; (c) any action that is the result of a merger of the parent of the Grantee; (d) any action that is the result of a merger of another affiliate of the Grantee; (e) a transfer in trust, by mortgage, or by assignment of any rights, title, or interest of the Grantee in the Franchise or the Cable System used to provide Cable Services in order to secure indebtedness. 12.3. Preservation of Town’s Rights. In the case of any Transfer, regardless of whether consent of the Town Council is required, the transferee shall assume the obligations, liabilities and responsibility for all acts and omissions, known and unknown, of the incumbent franchisee under this agreement, for all purposes, including renewal, and agree to be bound by the terms of this Franchise. {00280404.DOCX } Page 21 12.4. Approval Does Not Constitute Waiver of Rights. Approval by the Town Council of a Transfer, or consummation of a Transfer permitted by Section 12.2, does not constitute a waiver or release of any of the rights of the Town Council under this agreement against the transferor franchisee, whether arising before or after the date of the Transfer. Section 13. RENEWAL OF FRANCHISE. 13.1. Federal Law. The Town and Grantee agree that any proceedings undertaken by the Town that relate to the renewal of this Franchise shall be governed by and comply with the provisions of Section 626 of the Communications Act, 47 U.S.C. § 546. 13.2. Needs Assessment. The Town agrees that if the Town issues a request for a proposal under 47 U.S.C. § 546(b), the Town shall provide the Grantee with copies of any assessments of future cable-related needs and interests or the past performance of the Grantee that were relied upon by the Town in preparing the request for proposal. 13.3. Informal Renewal. Notwithstanding anything to the contrary set forth herein, Grantee and the Town agree that at any time during the term of the then current Franchise, while affording the public appropriate notice and opportunity to comment, the Town and Grantee may agree to undertake and finalize informal negotiations pursuant to 47 U.S.C. §546(h) regarding renewal of the then current Franchise and the Town may grant a renewal thereof. 13.4. Consistent with Law. Grantee and the Town consider the terms set forth in this Article 12 to be consistent with the express provisions of 47 U.S.C. § 546 and Virginia Code Section 15.2-2108.30. {00280404.DOCX } Page 22 Section 14. ENFORCEMENT OR TERMINATION OF FRANCHISE 14.1. Notice of Violation. If at any time the Town believes that Grantee has not complied with the terms of the Franchise, the Town shall make a good faith effort to informally discuss the matter with Grantee. 14.2. Grantee’s Right to Cure or Respond Before seeking enforcement of the Franchise, the Town shall notify the Grantee in writing of the exact nature of the alleged noncompliance (the “Noncompliance Notice”). Grantee shall have fifteen (15) business days from receipt of the Noncompliance Notice to: (i) respond to the Town, if Grantee contests (in whole or in part) the assertion of noncompliance; (ii) cure such noncompliance; or (iii) in the event that, by its nature, such noncompliance cannot be cured within such fifteen (15) day period, initiate reasonable steps to remedy such noncompliance and notify the Town of the steps being taken and the date by which cure is projected to be completed. Upon cure of any noncompliance, Town shall provide written confirmation that such cure has been effected. The foregoing 15-day cure period shall not apply to customer service obligations measured on a quarterly basis (“Quarterly Standards”), which shall be governed by Section 14.3. 14.3. Quarterly Standards. Upon written request from the Town, no later than thirty (30) days after the end of each calendar quarter, the Grantee shall provide the Town a written report demonstrating the Grantee’s level of compliance with each of the Quarterly Standards. If the Grantee fails to meet any Quarterly Standard in a calendar quarter, the Town shall have the right to begin the process of assessing liquidated damages pursuant to Section 14.4.4 by sending a Noncompliance Notice notifying the Grantee that the Grantee failed to comply with the Quarterly Standard in question, in order to inform the Grantee that the Grantee is not in compliance with such Quarterly Standard. Receipt of the Noncompliance Notice shall be {00280404.DOCX } Page 23 deemed opportunity to cure. Upon submitting any report to the Town that demonstrates that the Grantee has not complied with a Quarterly Standard, or within fifteen (15) days after receipt of a Noncompliance Notice, the Grantee may submit information to the Town describing any extenuating circumstances related to any such noncompliance, and may request that the Town waive liquidated damages, as provided in Section 14.6. If the Grantee fails to meet the same Quarterly Standard in the immediately succeeding calendar quarter, the Town shall have the right to assess liquidated damages pursuant to Section 14.4.4 by sending a Notice of Assessment in accordance with Section 14.8. 14.4. Enforcement. Subject to applicable federal and state law and the terms and conditions of this Agreement, including Section 14.3, the Town may apply one or more of the following remedies if the Town determines that Grantee is in default of any provision of this Franchise: 14.4.1. Seek specific performance of any provision, which reasonably lends itself to such remedy, as an alternative to damages; or 14.4.2. Commence an action at law for monetary damages or seek other equitable relief; or 14.4.3. In the case of a default of a material provision of the Franchise, seek to revoke the Franchise in accordance with Section 14.10; or 14.4.4. Assess and collect liquidated damages as set forth in Section 14.5 of this Agreement; or 14.4.5. Apply any other remedy provided for in this Agreement or applicable federal, state or local laws. 14.5. Liquidated Damages. Because the Grantee’s failure to comply with provisions of this Franchise may result in injury to the Town, because it may be difficult to quantify the extent of {00280404.DOCX } Page 24 such injury, and in full satisfaction for the term of this Agreement of the obligations set forth in this Agreement, the Town and the Grantee agree that, subject to the procedures in Section 14.8, liquidated damages as set forth herein may be assessable against the Grantee for certain violations of provisions of this Franchise. On an annual basis from the Effective Date of this Franchise, liquidated damages in total will not exceed ten thousand dollars ($10,000). The Grantee hereby waives any defense as to the validity of any liquidated damages stated in this Franchise Agreement on the grounds that such liquidated damages are void as penalties or are not reasonably related to actual damages. The liquidated damages shall not apply when caused by Force Majeure events and shall only apply from the date of the Notice of Assessment as provided for in Section 14.8. 14.5.1. Failure to materially comply with requirements related to (i) the technical quality and reliability of the PEG channels, including without limitation downstream signal quality and reliability of return feeds from PEG origination sites to the headend, and (ii) provision of channel capacity for use as PEG channels: Three hundred dollars ($300) for each violation for each day the violation continues. 14.5.2. Failure to comply with Customer Service Standards set forth in Section 9 of this Agreement, other than Quarterly Standards: One hundred dollars ($100) for the first violation; two hundred fifty dollars ($250) for any violation within 12 months after the first violation; and five hundred dollars ($500) for any violation within 12 months after the second or any subsequent violation. Liquidated damages shall not be paid where the Subscriber is otherwise compensated by Grantee for the alleged non-compliance. 14.5.3. For violation of a Quarterly Standard: One thousand five hundred dollars ($1500); {00280404.DOCX } Page 25 14.5.4. For violation of applicable FCC technical standards: Two hundred fifty dollars ($250) per day for each for each day the violation continues; 14.5.5. For failure to file, obtain, maintain or replenish the letter of credit in a timely fashion: two hundred fifty dollars ($250) per day for each day the violation continues; and 14.5.6. For failure to comply with Section 7.1 (Courtesy Service to Public Facilities): Two hundred fifty dollars ($250) per day for each day the violation continues; 14.5.7. For failure to comply with Section 5.1 (Cable System Characteristics): One Hundred dollars ($100) per day for each day the violation continues; and 14.5.8. For a Transfer without approval as specified in Section 12: Five Hundred dollars ($500) per day for each day the violation continues. 14.6. Waiver. The Town may reduce or waive any of the above-listed liquidated damages if the Town determines that such waiver is in the best interests of the Town. 14.7. Single Violation. For purposes of any liquidated damages assessments, all similar violations or failures from the same factual events affecting multiple Subscribers shall be assessed as a single violation, and a violation or a failure may only be assessed under any single one of the above-referenced categories. 14.8. Assessment of Liquidated Damages. In order to assess the liquidated damages set forth herein, the Town, following provision to the Grantee of a written Noncompliance Notice as set forth in Section 14.2 and the expiration of applicable cure periods, shall issue to the Grantee, by certified mail or other comparable means, a notice of intention to assess liquidated damages (“Notice of Assessment”). The Notice of Assessment shall set forth the basis of the assessment, and shall inform the Grantee that liquidated damages will be assessed from the date of the notice. Unless the Town indicates to the contrary, or the violation is for a Quarterly Standard, liquidated {00280404.DOCX } Page 26 damages shall be assessed beginning with the date on which the Town sent the Notice of Assessment and continuing thereafter until such time as the violation ceases as determined by the Town. Payment by the Grantee of any assessment of liquidated damages shall be due thirty (30) days after the date of the Notice of Assessment. If Grantee objects to the Notice of Assessment, Grantee shall have the right to challenge the assessment in the Circuit Court for the Town, or in the United States District Court for the Western District of Virginia, Roanoke Division, and in no other courts, in which case the assessment will be stayed until the issue is decided by such court, or the parties resolve the matter in some other fashion. If Grantee does not, within the thirty-day period, make full payment or challenge the assessment in court, the Town may withdraw from Grantee’s Letter of Credit the amount due. The Town may make one or more withdrawals from the Letter of Credit during and after any period in which a violation remains uncured, provided that the total withdrawn does not exceed the amount due for the period between the date of the Notice of Assessment and the date on which the violation is deemed cured by the Town. 14.9. Letter of Credit. 14.9.1. Grantee shall obtain within thirty (30) days of executing this Agreement, and maintain thereafter throughout the Agreement term, an irrevocable letter of credit in the amount of twenty thousand dollars ($20,000) (the “Letter of Credit”) from a financial institution reasonably acceptable to the Town (“Lending Institution”). The Letter of Credit shall be in a form substantially the same as the form attached hereto as Exhibit D and that is acceptable to the Town. The Letter of Credit shall be used to ensure Grantee’s compliance with the material terms and conditions of this Agreement. {00280404.DOCX } Page 27 14.9.2. Grantee shall file with the Town a complete copy of the Letter of Credit (including all terms and conditions applying to the letter of credit), and keep such copy current with respect to any changes over the term of the Agreement. 14.9.3. If the Town notifies the Grantee of any amounts due to the Town pursuant to this Agreement or applicable law, including, without limitation, liquidated damages assessed pursuant to Section 14.5, and the PEG Capital Grant provided for in Section 8.1, and the Grantee does not make such payment within thirty (30) days, the Town may draw upon the Letter of Credit by presentation of a draft at sight drawn on the Lending Institution, accompanied by a written certificate signed by the Town Manager certifying that Grantee has failed to comply with this Agreement and stating the specific reason therefor and the basis for the amount being withdrawn. 14.9.4. In the event the Lending Institution serves notice to the Town that it elects not to renew the Letter of Credit, the Grantee shall provide a substitute Letter of Credit, in substantially the same form as that attached hereto as Exhibit E, from a Lending Institution approved by the Town, before the effective Letter of Credit expires. 14.9.5. No later than thirty (30) days after mailing of notification to the Grantee by certified mail, return receipt requested, of a withdrawal under the Letter of Credit, the Grantee shall restore the amount of the Letter of Credit to the total amount specified herein, unless the Grantee has disputed the basis for the original withdrawal, in which case the obligation to restore shall be suspended until a final non-appealable decision on the dispute has been issued by a court of competent jurisdiction authority as provided in Section 14.8. 14.9.6. The rights reserved to the Town with respect to the Letter of Credit are in addition to all other rights of the Town, whether reserved by this Agreement or otherwise {00280404.DOCX } Page 28 authorized by law, and no action, proceeding or right with respect to the Letter of Credit shall affect any other right the Town has or may have. 14.9.7. No recovery by the Town of any sum by reason of the Letter of Credit required in Section 14.9.1 of this Agreement shall be any limitation upon the liability of Grantee to the Town under the terms of this Agreement, except that any sums so received by the Town shall be deducted from any recovery which the Town shall establish against Grantee under the terms of this Agreement. 14.10. Revocation. Should the Town seek to revoke this Franchise after following the procedures set forth above in Section 14.2 of this Article, the Town shall give written notice to Grantee of such intent. The notice shall set forth the specific nature of the noncompliance. The Grantee shall have sixty (60) days from receipt of such notice to object in writing and to state its reasons for such objection. In the event the Town has not received a satisfactory response from Grantee, it may then seek termination of the Franchise at a public hearing before the Town Council. The Town shall provide the Grantee, at least thirty (30) days written notice of such public hearing, specifying the time and place of such hearing and stating its intent to revoke the Franchise. 14.10.1. At the designated hearing, Grantee shall be provided a fair opportunity for full participation in accordance with applicable law, including the right to be represented by legal counsel. 14.10.2. In making any decision to revoke the Franchise, the Town shall apply the standards provided by applicable law. Grantee shall have the right to appeal any revocation in the Circuit Court for Roanoke County, Virginia, or in the United States District Court for the Western District of Virginia, Roanoke Division, and in no other courts. {00280404.DOCX } Page 29 14.10.3. The Town may, at its sole discretion, take any lawful action which it deems appropriate to enforce the Town’s rights under the Franchise in lieu of revocation of the Franchise. The Town may also, in lieu of revocation, grant additional time to the Grantee to effect a cure of any default. Section 15. INSURANCE AND INDEMINIFICATION 15.1. Insurance Coverage. Grantee shall maintain in full force and effect, at its own cost and expense, during the Franchise Term, the following insurance coverage: 15.1.1. Commercial General Liability Insurance in the amount of five million dollars ($5,000,000) combined single limit and five million dollars ($5,000,000.00) aggregate for property damage and bodily injury. Such insurance shall cover the construction, operation and maintenance of the Cable System, and the conduct of Grantee’s Cable Service business in the Town. 15.1.2. Automobile Liability Insurance in the amount of minimum bodily injury coverage for each occurrence of $2,000,000 and property damage coverage of not less than $1,000,000 per occurrence. Workers’ Compensation Insurance meeting all legal requirements of the Commonwealth of Virginia. 15.1.3. Employers’ Liability Insurance in the following amounts: (A) Bodily Injury by Accident: one hundred thousand dollars ($100,000); and (B) Bodily Injury by Disease: one hundred thousand dollars ($100,000) employee limit; five hundred thousand dollars ($500,000) policy limit. 15.2. Insurance Terms. {00280404.DOCX } Page 30 15.2.1. The Town shall be designated as additional insured under each of the insurance policies required in this Article 9 except Workers’ Compensation and Employers’ Liability Insurance. 15.2.2. Grantee shall not cancel any required insurance policy without obtaining alternative insurance in conformance with this Agreement. 15.2.3. All policies shall be issued by companies qualified to write insurance in the Commonwealth of Virginia and which maintain throughout the policy term a general rating of A- VII and a financial size category of “A:X” as determined by AM Best Rating Company. 15.2.4. Grantee shall deliver to the Town Certificates of Insurance showing evidence of the required coverage within thirty (30) days after the Effective Date, and upon written request thereafter. 15.3. Indemnification Provisions. 15.3.1. Grantee agrees to indemnify, save and hold harmless, and defend the Town, its officers, agents, boards and employees, from and against any liability for damages or claims resulting from tangible property damage or bodily injury (including accidental death), to the extent proximately caused by any of Grantee’s acts or omissions in its construction, operation, or maintenance of its Cable System, provided that the Town shall give Grantee written notice of its obligation to indemnify the Town in a timely fashion, not to exceed thirty (30) days of receipt of a claim or action or such reasonable time based on the type and scope of such claim or action made pursuant to this subsection. Notwithstanding the foregoing, Grantee shall not indemnify the Town, for any damages, liability or claims resulting from the willful misconduct or negligence of the Town, its officers, agents, employees, attorneys, consultants, independent contractors or third parties or for any activity or function conducted by any Person other than {00280404.DOCX } Page 31 Grantee in connection with PEG Access Channels or EAS, or the distribution of any Cable Service over the Cable System. 15.3.2. With respect to Grantee’s indemnity obligations set forth in Section 9.2.1, Grantee shall provide the defense of any claims brought against the Town and the Town may select its counsel to defend the claim, subject to the consent of the Grantee, which shall not unreasonably be withheld. Nothing herein shall be deemed to prevent the Town from cooperating with the Grantee and participating in the defense of any litigation by its own counsel at its own cost and expense, provided however, that after consultation with the Town, Grantee shall have the right to defend, settle or compromise any claim or action arising hereunder, and Grantee shall have the authority to decide the appropriateness and the amount of any such settlement. In the event that the terms of any such proposed settlement includes the release of the Town and the Town does not consent to the terms of any such settlement or compromise, Grantee shall not settle the claim or action but its obligation to indemnify the Town shall in no event exceed the amount of such settlement. 15.3.3. The Town shall be responsible for its own acts of willful misconduct or negligence, or breach of obligation committed by the Town for which the Town is legally responsible, subject to any and all defenses and limitations of liability provided by law. The Grantee shall not be required to indemnify the Town for acts of the Town which constitute willful misconduct or negligence on the part of the Town, its officers, employees, agents, attorneys, consultants, independent contractors or third parties. Section 16. FORCE MAJEURE 16.1. Force Majeure Definition. An event or events reasonably beyond the ability of the Grantee to anticipate and control. “Force Majeure” includes, but is not limited to, severe or {00280404.DOCX } Page 32 unusual weather conditions, strike, labor disturbance, lockout, war or act of war (whether an actual declaration of war is made or not), insurrection, riot, act of public enemy, action or inaction of any government instrumentality or public utility including condemnation, accidents for which the Grantee is not primarily responsible, fire, flood or other act of God, sabotage, work delays because utility providers denied or delayed the Grantee access to utility poles to which the Grantee’s Cable System is attached, and unavailability of materials and/or qualified labor to perform the work necessary if such acquisition of qualified labor would be commercially impracticable as defined in 47 U.S.C. § 545(f). 16.2. Force Majeure Conditions. The Grantee shall not be held in default under, or in noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty relating to noncompliance or default, where such noncompliance or alleged defaults occurred or were caused by a Force Majeure. For purposes of this Franchise, any one (1) delay caused by any such occurrence shall not be deemed to last longer than six (6) months and the party claiming delay caused by any and all such occurrences shall give the other party written notice of the same within 30 days after the date such claiming party learns of such occurrence. Notwithstanding anything else set forth above, after a total of twelve (12) months of delays of any type have been claimed by a party as being subject to Force Majeure, no further delays or claims of any type shall be claimed by such party as being subject to Force Majeure and/or being an excusable delay. Section 17. NON-DISCRIMINATION. The Grantee shall adhere to the Equal Employment Opportunity regulations of the FCC and to all federal, state, and local laws, and executive orders pertaining to discrimination, equal employment opportunity, and affirmative action, that are applicable to the Grantee. {00280404.DOCX } Page 33 Section 18. MISCELLANEOUS PROVISIONS 18.1. Counterpart Copies. This Agreement may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. 18.2. Nonwaiver. The Grantee agrees that the Town's waiver or failure to enforce or require performance of any term or condition of this Agreement or the Town's waiver of any particular breach of this Agreement by the Grantee extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or conditions or this Agreement except as set forth herein, or a waiver of any other breaches of this Agreement by the Grantee, and does not bar the Town from requiring the Grantee to comply with all the terms and conditions of this Agreement and does not bar the Town from asserting any and all rights and/or remedies the Town has or might have against the Grantee under this Agreement or by law. 18.3. Rights of Third Parties. Nothing herein shall be construed to give any Person other than the Grantee or the Town a right to assert any claim or cause of action against the Grantee or the Town, its employees, elected or appointed officials, officers, boards, authorities, commissions, committees, commissioners, or agents. 18.4. Forum Selection and Choice Of Law. By virtue of entering into this Agreement, the Grantee submits itself to a court of competent jurisdiction in Roanoke County, Virginia, and further agrees that this Agreement is controlled by the laws of the Commonwealth of Virginia (and, where applicable, federal law), and that all claims, disputes, and other matters shall only be decided by such court according to the laws of the Commonwealth of Virginia (and, where applicable, federal law). {00280404.DOCX } Page 34 18.5. Captions and Headings. The section captions and headings of this Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 18.6. Faith Based Organization. Pursuant to Virginia Code Section 2.2-4343.1, are advised that the Town does not discriminate against faith based organizations. 18.7. Notice. Unless otherwise expressly stated herein, notices required under the Franchise shall be mailed first class, postage prepaid, or sent via recognized national overnight courier service to the addressees below. Notwithstanding the foregoing, notices required by 47 C.F.R. 76.1603 may be sent via electronic mail. Each party may change its designee by providing written notice to the other party. Notices to Grantee shall be mailed to: Cox Communications – Virginia ATTN: Senior Vice President/Region Manager 1341 Crossways Blvd. Chesapeake, VA 23320 with a copy to: Cox Communications – Virginia ATTN: Government Affairs 1341 Crossways Blvd. Chesapeake, VA 23320 and Cox Communications ATTN: Vice President of Government Affairs 6205B Peachtree-Dunwoody Road Atlanta, GA 30328 Notices to the Town shall be mailed to: {00280404.DOCX } Page 35 Vinton Town Manager 311 South Pollard Street Vinton, VA 24179 with copies to: Vinton Town Attorney 415 S. College Avenue Salem, VA 24153 18.8. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior offers, negotiations, and agreements among the parties. No amendment to this Agreement shall be valid unless made in writing and signed by the parties hereto. 18.9. Exhibits. EXHIBIT A: Definitions EXHIBIT B: Original Analog EG Access Points EXHIBIT C: Optional Digital EG Access Points EXHIBIT D: List of facilities with courtesy service EXHIBIT E: Sample Letter of Credit [SIGNATURE PAGE FOLLOWS] {00280404.DOCX } Page 36 IN WITNESS WHEREOF AND AGREED TO THIS ___ DAY OF ____________, 2018, the parties hereto have signed this Agreement by their authorized representatives. Town of Vinton, Virginia APPROVED AS TO FORM: By: ___________________________ By:_________________________________ Barry W. Thompson Town Attorney Town Manager CoxCom, LLC By: ___________________________ JD Myers, II SVP and Region Manager {00280404.DOCX } Page 37 EXHIBIT A DEFINITION 1. "Cable Service" shall have the same meaning as ascribed to the term "cable service" in the Cable Act. 2. "Cable System" shall have the same meaning as ascribed to the term "cable system" in the Cable Act. 3. "Channel" shall mean a portion of the electromagnetic frequency spectrum that is used in the Grantee’s Cable System and that is capable of delivering a video signal as that term is defined by the FCC as of the Effective Date of this Agreement. 4. "City" shall mean the City of Roanoke, Virginia. 5. "County" shall mean the County of Roanoke, Virginia. 6. “Council” means the Town Council of the Town of Vinton. 7. "EG" shall mean any Channel required by this Franchise Agreement to be provided by the Grantee and set aside for educational or governmental use. 8. "EG Access Channels" shall refer to the channel capacity on a System devoted to EG Access. 9. "FCC" shall mean the Federal Communications Commission or its successor. 10. "Franchise" shall mean the franchise granted pursuant to this Agreement. 11. "Gross Revenues" shall mean all revenue, as determined in accordance with generally accepted accounting principles, that is actually received by Cox and derived from the operation of the Cable System to provide Cable Services in the Franchise Area; “Gross Revenue” shall not include: (i) refunds or rebates made to subscribers or other third parties; (ii) any revenue which is received from the sale of merchandise over home shopping channels carried on the Cable System, but not including revenue received from home shopping channels for the use of the Cable Service to sell merchandise; (iii) any tax, fee, or charge collected by Cox and remitted to a governmental entity or its agent or designee, including without limitation a local public access or education group; (iv) program launch fees; (v) directory or Internet advertising revenue including, but not limited to, yellow page, white page, banner advertisement, and electronic publishing; (vi) a sale of Cable Service for resale or for use as a component part of or for the integration into Cable Services to be resold in the ordinary course of business, when the reseller is required to pay or collect franchise fees or similar fees on the resale of the Cable Service; (vii) revenues received by any affiliate or any other person in exchange for supplying goods or services used by Cox to provide Cable Service; and (viii) revenue derived from services classified as Non-Cable Services under federal law, including, without limitation, revenue derived from telecommunications services and information services, and any other revenues {00280404.DOCX } Page 38 attributed by Cox to Non-Cable Services in accordance with rules, regulations, standards, or orders of the Federal Communications Commission. 12. "Home" shall mean any single family dwelling unit, whether a house, apartment, trailer or mobile home, rented room or otherwise. 13. "Person" shall mean any individual, firm, partnership, association, corporation, company, trust, or entity of any kind, but shall not include the County, the City, or the Town. 14. "PEG Access" shall mean public, educational and/or governmental use as provided in the Cable Act (47 U.S.C. §531). 15. "Service Area" shall mean the geographical area in the County, City or Town, as the context may require, in which a Franchisee is authorized by a Franchise to construct its System and to provide Cable Service; provided, however, that until the Grantee offers Cable Service throughout such Service Area, a Grantee's Service Area shall be such lesser portion in which it offers Cable Service. 16. "Streets” shall mean all public streets, roads, avenues, highways, boulevards, concourses, driveways, bridges, tunnels, parkways, alleys, and all other public rights-of-way within or belonging to the County, City or Town, as the context may require. 17. "Subscriber" shall mean a Person lawfully receiving Cable Service on the Grantee’s Cable System. 18. "Town" shall mean the Town of Vinton, Virginia. 19. "VDOT" shall mean the Virginia Department of Transportation. {00280404.DOCX } Page 39 EXHIBIT B Original Analog EG Access Points 1. Virginia Western Community College 3095 Colonial Avenue, SW, Roanoke, VA 24015 2. Cox Roanoke Office 5400 Fallowater Lane, SW, Roanoke, VA 24014 3. Roanoke County Administration Building 5204 Bernard Drive, Roanoke, VA 24018 4. Governor's School 2104 Grandin Road, SW, Roanoke, VA 24015 5. Patrick Henry High School 2102 Grandin Road, SW, Roanoke, VA 24015 6. Hidden Valley Junior High 4902 Hidden Valley School Road, SW, Roanoke, VA 24018 7. Cave Spring Fire Department 4212 Old Cave Spring Road, SW, Roanoke, VA 24018 8. Roanoke County Main Library 3131 Electric Road, Roanoke, VA 24018 9. Cave Spring Junior High 4880 Brambleton Avenue, SW. Roanoke, VA 24018 10. Roanoke Municipal Building 215 Church Avenue, SW, Roanoke, VA 24011 11. Old Jefferson High School Building/RVTV 541 Luck Avenue, SW, Suite 145, Roanoke, VA 24016 12. Roanoke City Main Library 706 S. Jefferson Street, SE, Roanoke, VA 24016 13. Vinton Police Department 311 South Pollard Street, Vinton, VA 24179 14. Vinton War Memorial 814 E. Washington Avenue, Vinton, VA 24179 15. William Byrd Middle School 2910 Washington Avenue, Vinton, VA 24179 {00280404.DOCX } Page 40 16. Roanoke City School Administration Building 40 Douglass Avenue, NW, Roanoke, VA 24012 17. Roanoke Civic Center 710 Williamson Road, NE, Roanoke, VA 24016 18. Roanoke Airport 5202 Aviation Drive, Roanoke, VA 24012 19. Ruffner Middle School 3601 Ferncliff A venue, NW, Roanoke, VA 24017 20. Roanoke County Public Safety/South View 3568 Peters Creek Road, NW, Roanoke, VA 24019 21. Roanoke County Career Center 100 Highland Road, Vinton, VA 24179 22. Old Roanoke County Administration Building- Brambleton Center 3738 Brambleton Avenue, SW, Roanoke, VA 24018 23. Higher Education Center 108 N. Jefferson Street, NW, Roanoke, VA 24012 24. WBRA-TV 1215 McNeil Drive, SW, Roanoke, VA 24015 {00280404.DOCX } Page 41 EXHIBIT C Optional Digital EG Access Points 1. Roanoke County Administration Building 5204 Bernard Drive, Roanoke, VA 24018 2. Patrick Henry High School 2102 Grandin Road, SW, Roanoke, VA 24015 3. Roanoke County Main Library 3131 Electric Road, Roanoke, VA 24018 4. Roanoke Municipal Building 215 Church Avenue, SW, Roanoke, VA 24011 5. Old Jefferson High School Building/RVTV 541 Luck Avenue, SW, Suite 145, Roanoke, VA 24016 6. Roanoke City Main Library 706 S. Jefferson Street, SE, Roanoke, VA 24016 7. Vinton Town Council 311 South Pollard Street, Vinton, VA 24179 8. Vinton War Memorial 814 E. Washington Avenue, Vinton, VA 24179 9. Roanoke City School Administration Building 40 Douglass A venue, NW, Roanoke, VA 24012 10. Roanoke Civic Center 710 Williamson Road, NE, Roanoke, VA 24016 11. Roanoke Airport 5202 Aviation Drive, Roanoke, VA 24012 12. Roanoke County School Administration Building 5937 Cove Road, Roanoke, VA 24019 13. Roanoke County Public Safety Center 5925 Cove Road, Roanoke, VA 24019 14. William Fleming High School 3601 Ferncliff Ave NW, Roanoke, VA 24017 {00280404.DOCX } Page 42 EXHIBIT D List of facilities with courtesy service Town of Vinton 804 3rd Street, Vinton, VA 24179 Town of Vinton Police Department 311 S. Pollard Street, Vinton, VA 24179 TOWN OF VINTON (F&R) 120 W. JACKSON AVE, VINTON VA 24179 TOWN OF VINTON (F&R) 110 W. JACKSON AVE, VINTON VA 24179 {00280404.DOCX } Page 43 EXHIBIT E Sample Letter of Credit FORM OF IRREVOCABLE LETTER OF CREDIT [Bank Letterhead] _______, ______, 2018 Irrevocable Standby Letter of Credit Letter of Credit No._____________ Issue Date: _____________, 2018 Expiry Date: __________________ Amount: $20,000 (USD Twenty Thousand and 00/100) TOWN OF VINTON, VIRGINIA TOWN MANAGER 311 SOUTH POLLARD STREET VINTON, VA 24179 Dear Town Manager: We hereby issue this irrevocable standby letter of credit for the above amount in the favor of the Town of Vinton, Virginia, beneficiary, which is available for payment of the beneficiary’s sight drafts drawn on ___________________ Bank bearing the clause, “Drawn under ____________________ Bank Letter of Credit Number ____________________”, accompanied by the following documents: This Letter of Credit and a certified statement signed by the Town Manager or other designated Town Official of the Town of Vinton, Virginia, stating that CoxCom, Inc. d/b/a Cox Communications Roanoke, has not complied with the terms and conditions of a Cable Television Franchise Agreement, by and between CoxCom, Inc. d/b/a Cox Communications Roanoke, as “Payors”, and the Town as “Town” or “Holder”, in the original principal amount of $20,000 and dated ______, 2018, (“Contract”), and that the amount of funds requested are due to the Town of Vinton, Virginia, for CoxCom, Inc. d/b/a Cox Communications Roanoke’s failure to comply with the terms of the Franchise Agreement. This irrevocable letter of credit sets forth in full the terms of our undertaking. This undertaking shall not in any way be modified, amended, or amplified by reference to any document or contract referred to herein. This irrevocable letter of credit shall remain in full force until and including 10 years after the date of execution of the Franchise Agreement, and shall automatically renew itself from year to year {00280404.DOCX } Page 44 thereafter unless and until _________________________ Bank shall give ninety (90) days prior notice to the Town of Vinton, Virginia, by certified mail, return receipt requested, of its intent to terminate the same at the expiration of the ninety (90) day period. During the last thirty (30) days during which the letter of credit is in full force and effect, the Town may draw up to the full amount available under the letter of credit with a draft accompanied by a document stating CoxCom, Inc. d/b/a Cox Communications Roanoke, or its agent has not compiled with the Franchise Agreement or CoxCom, Inc. d/b/a Cox Communications Roanoke has not provided an acceptable substitute irrevocable letter of credit. We hereby agree with you that draft(s) drawn under and in compliance with the terms and conditions of this letter of credit shall be duly honored if presented together with document(s) as specified and the original of this credit, at our office located at ________________________________________ Roanoke, Virginia __________________ on or before 12:00 noon on the above stated expiry date or any renewal thereof. Except as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs and Practice for Documentary Credits, established by the International Chamber of Commerce, as in effect on the date of issuance of this credit. Sincerely, ______________________________________ Bank ___________________________________________ Signed Title: _______________________________________ 1 ORDINANCE NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, SEPTEMBER 18, 2018, AT 7:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, LOCATED AT 311 S. POLLARD STREET, VINTON, VIRGINIA. AN ORDINANCE approving and authorizing the execution of a Cable Television Franchise Agreement by and between the Town of Vinton, Virginia and CoxCom, LLC d/b/a Cox Communications Roanoke. WHEREAS, by Agreement dated May 1, 1991, the Town entered into a Cable Television Franchise Agreement for a term of 12 years with Cox Cable Roanoke, Inc., predecessor in interest to CoxCom, Inc., d/b/a Cox Communications Roanoke (Cox; and WHEREAS, on April 15, 2003, by Ordinance No. 782, Town Council extended the 1991 Cable Television Franchise Agreement for six months, until October 31, 2003, to allow the renewal negotiations to be completed; and WHEREAS, on October 7, 2003, Council entered into a new Cable Television Franchise Agreement CoxCom, Inc., d/b/a Cox Communications Roanoke for a term of 15 years, until October 31, 2018; and WHEREAS, representatives of the Town, along with representatives of Roanoke County and Roanoke City, have been negotiating a renewal agreement with Cox; and WHEREAS, a public hearing was held on this matter and on the Town’s adoption of a revised Cable Television Franchise Ordinance on September 18, 2018, 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 as follows: 1. Town Council hereby approves the terms of the Cable Television Franchise Agreement attached to this Ordinance. 2. The Town Manager is authorized to execute, on behalf of the Town, a Cable Television Franchise Agreement by and between the Town and CoxCom, LLC d/b/a Cox Communications Roanoke 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 10 years, from November 1, 2018 through October 31, 2028, 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 Cable Television Franchise Agreement. 2 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 September 18, 2018 Department Administration Issue Consideration of public comments on the proposed grant application for the Virginia Individual Development Accounts (VIDA) program that is administered by the Virginia Department of Housing and Community Development (DHCD). Summary The Town of Vinton intends to apply on the behalf of The Advancement Foundations (TAF) for a $200,000 VIDA Grant. If awarded, the grant will be available for 3 years and will be administered by TAF, with the Town of Vinton acting as the fiscal agent for grant funds received by reimbursement from DHCD. The VIDA program is designed to provide eligible participants matching funds to assist with saving for a down payment on a home or starting a business. Participants must complete an education curriculum and training program that will be provided by TAF and achieve their own fiscal match through a personal savings account. Successful participants will be eligible for $8 in matching funds for every $1 saved, up to a total of $4,000 per applicant. Annette Patterson with The Advancement Foundation and Doug Jackson with DHCD will be in attendance to provide a briefing and answer questions regarding the VIDA program and the Grant Application. A second Public Hearing will be held at the October 2nd Town Council Meeting. Attachments None Recommendations Conduct Public Hearing Town Council Agenda Summary Meeting Date September 18, 2018 Department Planning and Zoning Issue Briefing on the Proposed Changes to the Valley Metro Bus Routes in the Town of Vinton Summary Town Staff from various departments have been working with Valley Metro to change the pre- existing bus routes within the Town to better serve the needs of our town residents by eliminating routes and bus stops with lower rates of ridership, and at the same time, proactively planning for bus stops with potential increases in ridership in the proximity of economic development projects. Since early 2017, through community meetings, public hearings, surveys, data collection, and meetings with Valley Metro and RVARC personnel, a final product detailing two reciprocating bus routes are being proposed. In addition to serving the public transit needs of our citizenry, these new bus routes are projected to allow for substantial cost savings for the Town. More specifically, the projected transit service expenditures for FY19 (including paratransit services) are approximately $87,700. This approximate total allows for an: • 17% cost reduction based on the budgeted costs between FY18 and FY19; and a • 24% cost reduction based on the actual costs of FY18 and the projected FY19 costs. The GRTC Board have voted on the proposed route changes on September 17, 2018, and a Joint Public Informational Meeting with Valley Metro is scheduled for September 27, 2018 at the War Memorial building. Attachments • PowerPoint Presentation • 11″x17″ Map of the Proposed Route Changes Recommendations • Schedule a Public Hearing for the month of October or November Town Council Agenda Summary Valley Metro Proposed Bus Route Changes Town of Vinton Town Council Meeting 09/18/2018 History of the Route Change •Early 2017- Valley Metro conducted ridership surveys at the request of the Town •October 30th, 2017- Community Meeting at War Memorial •Discussion of the elimination of four Valley Metro Stops on Washington Avenue as a cost-saving measure. •In light of future economic development projects, the conversation shifted from eliminating a majority of the stops on Washington to the elimination of stops with low ridership rates on Cleveland Avenue. •12 stakeholders attended this meeting and more individuals responded to the online survey. •November 7th, 2017- Public Hearing on the topic at the Council Meeting History of the Route Change •February 2018- RVARC developed proposed changes to existing bus routes •RVARC created three different options based on the comments received during the public engagement components of this project. •Option 3 was chosen as a foundational route proposal due to it being both cost effective yet accessible to locations with higher recorded rates of ridership. •July 2018- Town Staff meet with the administrative staff of Valley Metro •The decision to move forward with Option 3 is solidified with the necessity of realigning, removing, or preserving bus stops along Routes 35 & 36 History of the Route Change •July- Early August 2018- RVARC and Town staff develop a bus route map based on various factors; including economic development. •August 2018- Valley Metro administrative staff host a joint mobile meeting on one of their buses with Town staff. •The meeting allowed for factors such as public safety, accessibility, ADA compliance, maneuverability, ridership levels, etc. to be discussed in fuller detail as they rode along the actual routes being proposed. •September 10, 2018- TOV Finance Committee Presentation •September 17, 2018- GRTC Board Approval of the Proposed Route Budgetary Information 97,314.06 126,448.63 109,824.00 120,054.59 107,000.00 105,000.00 $87,700 70,000.00 80,000.00 90,000.00 100,000.00 110,000.00 120,000.00 130,000.00 6/30/2014 6/30/2015 6/30/2016 6/30/2017 REVISED FY 18 MGR/COMM 2019 Projected FY 18-19 Valley Metro Bus Services, General Fund Expenditure Budgetary Information •Approximate transit service expenditures: ~$87,700 •Total includes the expenditures for paratransit services •Approximate budgeted cost reduction from FY 18 to FY 19 of 17% ($17,300) •Approximate reduction from FY 18 actual costs to the projected FY 19 costs of 24% ($28,044.83) Introduction to the New Valley Metro Routes New Valley Metro Routes, Section by Section Proposed Preserved Removed W. Virginia Avenue to Pollard Street S. Pollard Street to Washington Avenue Washington Avenue Corridor Bypass Road to Hardy Road Hardy Road and Vinyard Road Major Economic Development Projects and Public Facilities Along Route •Roanoke County Vinton Branch Library •Vinton Municipal Building •William Byrd Apartments •Vinton Motors •Macado’s Restaurant •River Park Shopping Center •Restaurant Row •Lake Drive Plaza •Lancerlot Sports Complex •Clearview Manor Apartments •Vinton War Memorial Next Steps in the Process •Joint Public Informational Meeting on September 27th at the Vinton War Memorial Library Room. •Also, advertising this meeting at every bus stop within our Town’s limits •Scheduled public hearing at an Oct./Nov. Town Council meeting •Officially changing the bus stops with the assistance of Valley Metro. •Collaborate with Brixmor to establish a bus shelter fronting the Lake Drive Plaza property. •Communicate with Roanoke County about moving the existing bus shelter at the library to a location along the new route. Meeting Date September 18, 2018 Department Council Issue Appointments to Boards/Commissions/Committees 1. Highway Safety Committee Summary The following appointment needs to be considered by Council: Highway Safety Committee Doug Adams has resigned from the Highway Safety Committee due to the fact that he no longer lives or owns property in the Town limits. Henry Cantrell has completed the necessary application and is interested in being appointed to complete Mr. Adams’ unexpired three-year term. If appointed by Council, his term will begin September 18, 2018 and end on March 5, 2021. Attachments None Recommendations Motion to appoint Henry Cantrell to the Highway Safety Committee for an unexpired three-year term beginning September 18, 2018 and ending March 5, 2021 Town Council Agenda Summary Meeting Date September 18, 2018 Department Finance/Treasurer Issue Finance Committee Summary The Financial Report for the period ending July 31, 2018 has been placed in the Town’s Dropbox and on the Town’s Website. The Finance Committee met on September 10, 2018. The following items were discussed at the meeting: • Financial Report for July 2018 • Water/Sewer Meter Upgrades • PSN – Treasurer’s Office • Employee Mid-Year Bonus • Valley Metro Route Changes • Budget Resolution – Knuckle boom Truck Attachments July 2018 Financial Report Summary Recommendations Motion to approve the July 2018 Financial Report Town Council Agenda Summary Financial Report Summary Month Ending July 31, 2018 Revised Revenues 8,194,562 72,703 206,011 206,011 133,308 283% Accrued Revenue - - - Total Adj. Revenues 8,194,562 72,703 206,011 206,011 133,308 283% Expenditures 8,194,562 667,369 713,783 713,783 46,414 107% Revenues over/(under) Expenditures (594,666)(507,772)(507,772) Revenues 33,903 2,824 (17,775) (17,775) (20,599) -629% Expenditures 33,903 2,824 1,274 1,274 (1,550) 45% Revenues over/(under) Expenditures - (19,049) (19,049) Revenues 3,720,200 105,196 131,686 131,686 26,490 125% Accrued Revenue - - - - Total Adj. Revenues 3,720,200 105,196 131,686 131,686 26,490 125% Expenditures 3,720,200 511,704 193,538 193,538 (318,166)38% Operating Expenditures 3,720,200 511,704 193,538 193,538 (318,166)38% Revenues over/(under) Expenditures (406,508) (61,852) (61,852) Revenues 409,764 34,133 34,147 34,147 14 100% Expenditures 409,764 27,508 16,561 16,561 (10,947)60% Revenues over/(under) Expenditures 6,625 17,586 17,586 Revenues 12,324,526 212,032 371,844 371,844 159,812 175% Expenditures 12,324,526 1,206,581 923,882 923,882 (282,699)77% Revenues over/(under) Expenditures (994,549)(552,038)(552,038) Meeting Date September 18, 2018 Department Council Issue Closed Session: 1. Request to Convene in Closed Meeting, Pursuant to § 2.2-3711 (A) (29) of the 1950 Code of Virginia, as amended, for discussion of contract negotiations with Roanoke County, namely the Gain Sharing Agreement. Summary None Attachments Certification of Closed Meeting Recommendations No action required Town Council Agenda Summary AT A CLOSED MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, SEPTEMBER 18, 2018 AT 7:00 P.M. IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA. CERTIFICATION THAT A CLOSED MEETING WAS HELD IN CONFORMITY WITH THE CODE OF VIRGINIA WHEREAS, the Town Council of the Town of Vinton, Virginia has convened a closed meeting on this date, pursuant to an affirmative recorded vote and in accordance with the provisions of the Virginia Freedom of Information Act; and, WHEREAS, Section 2.2-3712 of the Code of Virginia requires a certification by the Vinton Town Council that such closed meeting was conducted in conformity with Virginia Law. NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council hereby certifies that to the best of each member's knowledge: 1. Only public business matters lawfully exempted from opening meeting requirements by Virginia law were discussed in the closed meeting to which this certification applies; and 2. Only such public business matters as were identified in the motion convening the closed meeting were heard, discussed or considered by the Town Council. Motion made by _________________ and seconded by _________________ with all in favor. ___________________________________ Clerk of Council