HomeMy WebLinkAbout9/4/2018 - Regular1
Vinton Town Council
Regular Meeting
Council Chambers
311 South Pollard Street
Tuesday, September 4, 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
G. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS
1. Introduction of new Executive Assistant to the Chief – Chief Tom Foster
2. Proclamation – National Preparedness Month – Deputy Chief Chris Linkous
H. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and
questions for issues not listed on the agenda.
I. PUBLIC HEARING
1. Consideration of public comments on the proposed amendment to the Town of
Vinton Comprehensive Plan to adopt and incorporate by reference the 2018
Roanoke Valley Greenway Plan.
a. Open Public Hearing
• Report from Staff – Anita McMillan
• Receive public comments
• Council discussion and questions
b. Close Public Hearing
c. Consider adoption of an Ordinance
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
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J. TOWN ATTORNEY
K. TOWN MANAGER
1. BRIEFINGS
1. Briefing the Town of Vinton’s proposal to grant a ten year renewal of the
cable television franchise held by CoxCom, LLC, d/b/a/ Cox
Communications Roanoke (“Cox”) - Town Attorney
2. ITEMS REQUIRING ACTION
1. Consider adoption of a Resolution authorizing the Town Manager to
execute an Assistance Agreement with the City of Roanoke for rental of
City equipment for a solid waste collection emergency – Town Manager
2. Consider adoption of a Resolution to request authorization from the
Virginia Racing Commission to license up to 500 Historical Racing
Terminals within the Town of Vinton and grant approval to the Colonial
Downs Group LLC to operate the terminals within a satellite pari-mutuel
wagering facility to be located within the Town of Vinton – Pete Peters
3. COMMENTS/UPDATES
L. REPORTS FROM COUNCIL COMMITTEES
M. MAYOR
N. COUNCIL
O. CLOSED SESSION
1. Request to Convene in Closed Meeting, Pursuant to § 2.2-3711 (A) (3) of the 1950
Code of Virginia, as amended, for discussion or consideration of the acquisition of
real property located in the Vinton downtown area for a public purpose, where
discussion in an open meeting would adversely affect the bargaining position or
negotiating strategy of the public body.
2. 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.
P. RECONVENE AND ADOPT CERTIFICATION OF CLOSED MEETING
Q. ADJOURNMENT
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.
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NEXT COMMITTEE/TOWN COUNCIL MEETINGS:
September 10, 2018 – 2:30 p.m. – Finance Committee meeting – TOV Conference Room
September 18, 2018 - 7:00 p.m. – Council Meeting – Council Chambers
September 27, 2018 – 7:30 a.m. – Public Works Committee meeting – Public Works
Conference Room
Meeting Date
September 4, 2018
Department
Police
Issue
Introduction of new Executive Assistant to the Chief
Summary
Chief Foster will introduce Jessica Parker, the new Executive Assistant to the Chief in the Police
Department
Attachment
None
Recommendation
No action required
Agenda Summary
Meeting Date
September 4, 2018
Department
Fire
Issue
Proclamation - National Preparedness Month
Summary
National Preparedness Month reminds our citizens the importance of being prepared in case of
an emergency and having a way to get reunited with your family in case you are separated during
an emergency.
Attachment
Proclamation
Recommendations
Present Proclamation
Town Council
Agenda Summary
PROCLAMATION
WHEREAS, the Town of Vinton is committed to ensuring the safety and security of all those living in our town; and
WHEREAS, September is recognized as National Preparedness Month and serves to remind all citizens the importance of being prepared in case of an emergency, now or throughout the year, for any and all types of emergencies that could affect us where we live, work or even visit; and
WHEREAS, this year’s theme “Disasters Happen. Prepare Now. Learn How”, will continue emphasis on preparedness, particularly for the youth, elderly and persons with disabilities; and
WHEREAS, emergencies can happen at any time so we should all take time to prepare before an emergency happens by making an Emergency Plan-ideas on how to make a plan can be found at www.Ready.gov/make-a-plan and practicing at least twice a year- once during the day and once at night; and
WHEREAS, citizens highly encourage to learn basic life saving skills such as basic first aid and CPR that may help or save a family member, friend or neighbor during an disaster or even in everyday life; and
WHEREAS, citizens should check and update their insurance coverage as needed. Insurance like homeowners’, renters’ insurance and particularly flood insurance greatly assist with allowing communities and families to recover more quickly and fully. Flood insurance is especially important because during a flooding incident, most homeowners’ and renters’ insurance does not cover flooding under its policy. Floods are the most common and costly natural disaster in the U.S. Fast Fact, just 1” of water can cause up to $25,000 in damage to your home and at least 25% of small businesses never reopen following a flooding disaster. Added note, approximately 80% of households impacted by Hurricane Harvey last year did not have flood insurance so don’t become a statistic; and
WHEREAS, lastly, save for an emergency. Have a financial plan for a possibly disaster, complete an Emergency Financial First Aid Kit found at www.ready.gov/financial-preparedness and maintain some emergency savings for use in case of an emergency. Citizens need to keep in mind answers to such questions as: How will you pay your bills if a disaster strike and will you have enough for expenses like lodging, food and gas after a disaster? According to the Federal Reserve, over 40% of all Americans don’t have $400 or more in their savings account; and
NOW, THEREFORE, I, Bradley E. Grose, Mayor of the Town of Vinton and on behalf of Town Council and all our citizens do hereby proclaim the month of September, as NATIONAL PREPAREdNESS MONTH in the Town of Vinton and urges all the people of the Town of Vinton to be prepared encase of an emergency that is created by man or nature.
IN WITNESS WHEREOF, I have set my hand and caused the seal of the Town of Vinton, Virginia to be affixed on this 4th day of September, 2018.
Bradley E. Grose, Mayor
Meeting Date
September 4, 2018
Department
Planning & Zoning
Issue
Consideration of public comments on the proposed amendment to the Town of Vinton
Comprehensive Plan to adopt and incorporate by reference the 2018 Roanoke Valley Greenway
Plan.
Summary
The Vinton Planning Commission held a public hearing on August 2, 2018, and voted
unanimously to recommend that the Town Council amend the Vinton Comprehensive Plan to
adopt and incorporate by reference the 2018 Roanoke Valley Greenway Plan.
Town Council was briefed on August 21, 2018, by staff, and by Liz Belcher, Roanoke Valley
Greenway Coordinator on the 2018 Roanoke Valley Greenway Plan.
Attachment
Ordinance
Recommendations
Conduct public hearing.
Motion to adopt the ordinance.
Town Council
Agenda Summary
ORDINANCE NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY,
SEPTEMBER 4, 2018, AT 7:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING, LOCATED AT 3ll S. POLLARD STREET, VINTON, VIRGINIA.
AN ORDINANCE to amend the Vinton Comprehensive Plan Ordinance No. 806 adopted on
September 7, 2004, with amendments, by adopting by reference the “2018 Roanoke Valley Greenway
Plan”.
WHEREAS, the Vinton Town Council authorized participation in the Roanoke Valley Greenway
Commission in partnership with the City of Roanoke, Roanoke County, the City of Salem, and Botetourt
County with the June 2018 update to the 2007 Update to the Roanoke Valley Conceptual Greenway Plan;
and
WHEREAS, the Roanoke Valley Greenway Commission recommends that each locality adopt
the “2018 Roanoke Valley Greenway Plan”; and
WHEREAS, a work session was held on August 21, 2018, and a public hearing was held on
September 4, 2018, respectively before the Town Council, and the Town Council concurred with the
Planning Commission’s recommendation to amend the Vinton Comprehensive Plan.
THEREFORE, BE IT ORDAINED by the Council of the Town of Vinton, Virginia that the
Town of Vinton Comprehensive Plan be amended to adopt and incorporate by reference the “2018
Roanoke Valley Greenway Plan”, as recommended by the Vinton Planning Commission and Roanoke
Valley Greenway Commission.
This Ordinance adopted on motion made by ______________, seconded by ______________,
with the following votes recorded:
AYES:
NAYS:
APPROVED:
_____________________________________
Bradley E. Grose, Mayor
ATTEST:
_____________________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
September 4, 2018
Department
Town Attorney
Issue
Briefing on the Town of Vinton’s proposal to grant a ten year renewal of the cable television
franchise held by CoxCom, LLC, d/b/a/ Cox Communications Roanoke (“Cox”)
Summary
The Town Attorney along with representatives of the City of Roanoke and Roanoke County have
been negotiating a new ten year renewal agreement with CoxCom, LLC, d/b/a/ Cox
Communications Roanoke (“Cox”) to replace the current franchise which will expire on October
31, 2018.
The Town Attorney will brief Council on the contents of the new proposed Agreement with the
Town and answer any questions that Council might have.
A Public Hearing on the matter will be held at the September 18, 2018 meeting and Council will
be asked to consider adoption of an Ordinance approving the new franchise agreement following
the Public Hearing.
Attachments
Proposed Cable Television Franchise Agreement
Recommendations
No action required
Town Council
Agenda Summary
{00280404.DOCX }
CABLE TELEVISION FRANCHISE
AGREEMENT
by and between
THE TOWN OF VINTON,
VIRGINIA,
and
COXCOM, LLC
as of
NOVEMBER 1, 2018
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TABLE OF CONTENTS
Section 1. DEFINITIONS. .......................................................................................................... 2
Section 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS. .............................. 2
2.1. Grant. .................................................................................................................. 2
2.2. Construction of Agreement. ............................................................................... 2
2.3. Police Powers. .................................................................................................... 2
Section 3. FRANCHISE EFFECTIVE DATE AND TERM. ..................................................... 3
Section 4. INTERCONNECT. .................................................................................................... 3
4.1. Interconnection Method. .................................................................................... 3
4.2. EG Interconnection. ............................................................................................ 3
4.3. Interconnection Terms. ...................................... Error! Bookmark not defined.
Section 5. CABLE SYSTEM CAPABILITY AND CONSTRUCTION. .................................. 4
5.1. Cable System Characteristics. ............................................................................ 4
5.2. Technical Performance. ...................................................................................... 7
5.3. Cable System Construction and Maintenance. ................................................... 7
5.4. Emergency Alert System. ................................................................................... 9
5.5. Cable System Capability and Construction Terms. ............................................ 9
5.6. State of the Art. .................................................................................................. 9
5.7. Annual Technology Summit Meeting. ............................................................... 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
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Section 7. CABLE SERVICE TO TOWN FACILITIES. ........................................................ 13
7.1. Courtesy Service to Public Facilities. ............................................................... 13
7.2. Additional Facility Equipment and Wiring. ..................................................... 14
7.3. Terms of Courtesy Cable Service. ..................... Error! Bookmark not defined.
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
9.5. Customer Service Terms. .................................. Error! Bookmark not defined.
Section 10. REPORTS AND RECORDS. .................................................................................. 19
10.1. Open Books and Records. ................................................................................ 19
10.2. Information Disclosure. .................................................................................... 19
10.3. Reports and Records Terms. ............................. Error! Bookmark not defined.
Section 11. COMMUNICATIONS SALES AND USE TAX. ................................................... 19
11.1. Application of Tax. ........................................................................................... 19
11.2. Communications Sales and Use Tax Terms. ..... Error! Bookmark not defined.
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
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12.4. Approval Does Not Constitute Waiver of Rights. ............................................ 21
12.5. Transfer Terms. ................................................. Error! Bookmark not defined.
Section 13. RENEWAL OF FRANCHISE. ................................................................................ 21
13.1. Federal Law. ..................................................................................................... 21
13.2. Needs Assessment. ........................................................................................... 21
13.3. Informal Renewal. ............................................................................................ 21
13.4. Consistent with Law. ........................................................................................ 21
13.5. Renewal of Franchise Terms. ............................ Error! Bookmark not defined.
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. ........................................................................................ 24
14.6. Waiver. ............................................................................................................. 25
14.7. Single Violation. ............................................................................................... 25
14.8. Assessment of Liquidated Damages. ................................................................ 25
14.9. Letter of Credit. ................................................................................................ 26
14.10. Revocation. ....................................................................................................... 28
14.11. Enforcement or Termination of Franchise Terms.Error! Bookmark not
defined.
Section 15. INSURANCE AND INDEMINIFICATION ........................................................... 29
15.1. Insurance Coverage. ......................................................................................... 29
15.2. Insurance Terms. .............................................................................................. 29
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15.3. Indemnification Provisions. .............................................................................. 30
15.4. Insurance and Indemnification Terms. .............. Error! Bookmark not defined.
Section 16. FORCE MAJEURE ................................................................................................. 32
16.1. Force Majeure Definition. ................................................................................ 32
16.2. Force Majeure Conditions. ............................................................................... 32
Section 17. NON-DISCRIMINATION. ..................................................................................... 33
Section 18. MISCELLANEOUS PROVISIONS ........................................................................ 33
18.1. Counterpart Copies. .......................................................................................... 33
18.2. Nonwaiver. ....................................................................................................... 33
18.3. Rights of Third Parties. .................................................................................... 33
18.4. Forum Selection and Choice Of Law. .............................................................. 33
18.5. Captions and Headings. .................................................................................... 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:
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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
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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.
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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.
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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
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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;
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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
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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.
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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. Cable System Capability and Construction Terms.
The provisions in this Section 5 shall satisfy the requirements in Sections 12(a), 12(c) 12(e),
and 13 of the Ordinance.
5.6. State of the Art. Throughout the term of this Franchise, Grantee shall maintain and
upgrade the Cable System and the technical performance of the Cable System so as to keep pace
with the developments in the State-of-the-Art as defined herein. For purposes of this subsection,
"State-of-the-Art'' means that level of technical performance or capacity, service or cable system
plant, for which there is a reasonable demonstrated market demand and which has been
demonstrated by existing cable system operators and reputable equipment suppliers to be
workable in the field, but not exceeding that level of technical performance or capacity which
has been installed and is operating at the time in at least two (2) other cable systems of
comparable or smaller size owned and operated by Grantee or an affiliate of Grantee.
5.7. Annual Technology Summit Meeting. The Committee may request a meeting once
per year with the Grantee to discuss new and upcoming technology and the developments in the
State-of-the-Art related to the Cable System, and the plans the Grantee has for bringing such
technology to the Grantee's Service Area. Upon the request of the Committee for such meeting,
Grantee shall schedule the meeting within 30 days of such request.
Section 6. PEG ACCESS.
6.1. EG Channel.
6.1.1. Except as otherwise provided herein, Grantee shall provide any EG Channel(s)
as part of Basic Cable Service throughout the life of the Franchise. If there is no Basic Cable
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Service, Grantee shall provide the EG Channels as part of the service provided to every
Subscriber, at no additional charge to Subscribers for the EG Channels.
6.1.2. The Grantee shall initially provide one (1) standard definition downstream EG
Channel (“Initial EG Channel”). Upon request by the Roanoke Valley Regional Cable
Television Committee ("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.
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6.1.6. The Grantee may use the EG Channels for any lawful purpose during such
periods as they are not being used for EG access purposes, provided that EG access use shall
have priority at all times.
6.2. EG Origination.
6.2.1. The Parties hereby acknowledge that the EG origination locations currently
consist of 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
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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.
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
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(“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
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
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the Town for such services or the Grantee’s commercial charges for such extension in excess of
150 feet itself, or of releasing the Grantee from or postponing the Grantee’s obligation to provide
service to such building:
7.1.1. one Cable Service drop;
7.1.2. one Cable Service converter or digital transport adapter per site (if necessary to
receive the programming specified in Section 7.1.3; and
7.1.3. Basic Cable Service 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
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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.
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
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increase. The Grantee shall have not less than ninety (90) days to implement the EG Capital Fee
increase.
8.1.3. To the extent permitted by law, the Grantee may recover from Subscribers the
costs of an EG Capital Fee or any other costs arising from the provision of EG services and shall
be allowed to include such costs as a separately billed line item on each Subscriber’s bill.
8.2. EG Channel Use. The Town shall not sell time on the EG Channels, nor allow any third
party to do so, nor shall any channel be leased at any price to any third party. The Town may
allow programmers on the EG Channels to seek support for their programming consistent with
the “Funding Standards and Practices” of the Public Broadcasting System (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
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achieve appropriate customer service goals based on the technology used by the Grantee to
provide cable service.
9.2. Customer Service Standards. The Grantee shall comply with the provisions of 47 C.F.R
§76.309, as it may be amended from time to time.
9.3. Customer Privacy. Grantee shall at all times comply with 47 U.S.C. §551 with regard to
the protection of Subscriber privacy.
9.4. Customer Complaints.
9.4.1. Complaint Procedure: The Grantee shall establish a clear procedure for
resolving a Cable Service complaint (“Complaint(s)”) filed by any interested party, 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 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
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necessary for the Grantee to report to the Committee as required by the preceding sentence, the
Grantee shall explain to the Committee in writing why the Grantee cannot comply, including
references to the applicable statutes or regulations, and the parties shall discuss alternative means
for informing the Committee regarding the resolution of the Referred Complaint, including,
without limitation, obtaining the consent of the Subscriber for any necessary disclosures.
9.4.3. Escalated Complaints: The Grantee shall keep a written record or log of
Escalated Complaints received regarding quality of service, equipment malfunctions, billing
procedure, employee attitude and similar matters. Upon request by the Committee, 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.
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Section 10. REPORTS AND RECORDS.
10.1. Open Books and Records. Upon not less than thirty (30) days written notice to the
Grantee, and no more frequently than once every twenty-four (24) months, the Town shall have
the right to inspect the Grantee's books and records pertaining to Grantee's provision of Cable
Service in the 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
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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
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
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and responsibility for all acts and omissions, known and unknown, of the incumbent franchisee
under this agreement, for all purposes, including renewal, and agree to be bound by the terms of
this Franchise.
12.4. Approval Does Not Constitute Waiver of Rights. Approval by the 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.
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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
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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.
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14.5. Liquidated Damages. Because the Grantee’s failure to comply with provisions of this
Franchise may result in injury to the Town, because it may be difficult to quantify the extent of
such injury, and in full satisfaction for the term of this 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.
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14.5.3. For violation of a Quarterly Standard: One thousand five hundred dollars
($1500);
14.5.4. For violation of applicable FCC technical standards: Two hundred fifty dollars
($250) per day for each for each day the violation continues;
14.5.5. For failure to file, obtain, maintain or replenish the letter of credit in a timely
fashion: two hundred fifty dollars ($250) per day for each day the violation continues; and
14.5.6. For failure to comply with Section 7.1 (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,
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and shall inform the Grantee that liquidated damages will be assessed from the date of the notice.
Unless the Town indicates to the contrary, or the violation is for a Quarterly Standard, liquidated
damages shall be assessed beginning with the date on which the Town sent the Notice of
Assessment and continuing thereafter until such time as the violation ceases as determined by the
Town. Payment by the Grantee of any assessment of liquidated damages shall be due thirty (30)
days after the date of the Notice of Assessment. If Grantee objects to the Notice of Assessment,
Grantee shall have the right to challenge the assessment in the Circuit Court for the Town, or in
the United States District Court for the Western District of Virginia, Roanoke Division, and in no
other courts, in which case the assessment will be stayed until the issue is decided by such court,
or the parties resolve the matter in some other fashion. If Grantee does not, within the thirty-day
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.
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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.
{00280404.DOCX } Page 32
Section 16. FORCE MAJEURE
16.1. Force Majeure Definition. An event or events reasonably beyond the ability of the
Grantee to anticipate and control. “Force Majeure” includes, but is not limited to, severe or
unusual weather conditions, strike, labor disturbance, lockout, war or act of war (whether an
actual declaration of war is made or not), insurrection, riot, act of public enemy, action or
inaction of any government instrumentality or public utility including condemnation, accidents
for which the Grantee is not primarily responsible, fire, flood or other act of God, sabotage, work
delays because utility providers denied or delayed the Grantee access to utility poles to which the
Grantee’s Cable System is attached, and unavailability of materials and/or qualified labor to
perform the work necessary if such acquisition of qualified labor would be commercially
impracticable as defined in 47 U.S.C. § 545(f).
16.2. Force Majeure Conditions. The Grantee shall not be held in default under, or in
noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty
relating to noncompliance or default, where such noncompliance or alleged defaults occurred or
were caused by a Force Majeure. For purposes of this Franchise, any one (1) delay caused by any
such occurrence shall not be deemed to last longer than six (6) months and the party claiming
delay caused by any and all such occurrences shall give the other party written notice of the same
within 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.
{00280404.DOCX } Page 33
Section 17. NON-DISCRIMINATION.
The Grantee shall adhere to the Equal Employment Opportunity regulations of the FCC
and to all federal, state, and local laws, and executive orders pertaining to discrimination, equal
employment opportunity, and affirmative action, that are applicable to the Grantee.
Section 18. MISCELLANEOUS PROVISIONS
18.1. Counterpart Copies. This 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
{00280404.DOCX } Page 34
(and, where applicable, federal law), and that all claims, disputes, and other matters shall only be
decided by such court according to the laws of the Commonwealth of Virginia (and, where
applicable, federal law).
18.5. Captions and Headings. The section captions and headings of this Agreement are
for convenience and reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
18.6. Faith Based Organization. Pursuant to Virginia Code Section 2.2-4343.1, 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
{00280404.DOCX } Page 35
ATTN: Vice President of Government Affairs
6205B Peachtree-Dunwoody Road
Atlanta, GA 30328
Notices to the Town shall be mailed to:
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
By: ___________________________
Barry W. Thompson
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: _______________________________________
Meeting Date
September 4, 2018
Department
Administration
Issue
Consider adoption of a Resolution authorizing the Town Manager to execute an Assistance
Agreement with the City of Roanoke for rental of City equipment for a solid waste collection
emergency
Summary
The Town’s Public Works Department needs to ensure that it has backup equipment available to
collect solid waste within the Town in the case of a solid waste collection emergency,
specifically not having an operable truck to collect refuse. The rental of said backup equipment
from the City of Roanoke is deemed feasible due to the Town's geographical proximity to the
City. Town staff has worked with the City of Roanoke Solid Waste Department along with our
Town Attorney in finalizing the attached Assistance Agreement.
The Agreement was adopted by Roanoke City Council at their meeting on July 16, 2018.
Council was briefed on the contents of the Agreement at their August 21, 2018 meeting.
Attachments
Assistance Agreement between the City of Roanoke and the Town of Vinton
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
ASSISTANCE AGREEMENT
Between the City of Roanoke and the Town of Vinton
THIS AGREEMENT is made and entered into this 18th day of July , 2018 , by and
between the CITY OF ROANOKE , VIRGINIA , a Virginia Municipality , party of the
first part (referred to herein as "the City"), and the TOWN OF VINTON , VIRGINIA , a
political subdi vision of the Commonwealth of Virginia , party of the second part (referred
to herein as "the Town");
WITNESS ETH
WHEREAS , the City and the Town own and maintain Packer Trucks for the
collection of solid waste within each of their respectiv e jurisdictions ; and
WHEREAS , the Town desires to ensure that it has backup equipment available to
collect solid waste within the Town in the case of a solid w aste collection emergency ;
and
WHEREAS , the To wn 's rental of City equipment for a solid waste collection
emergency is deemed feasible due to the Town 's geographical proximity to the City; and
WHEREAS , it is the intention of the parties that the City would pro v ide the Town
with back-up Packer Trucks only as it may be av ailable for such use and upon request of
the Town ; and
WHEREAS , it is sound , desirable , practicable , and beneficial for the parties to this
Agreement to render and accept such ass istance in accordance with the terms set forth
herein ;
(00253925.DOC )
NOW , THEREFORE , in consideration of the premises and considerations
provided in this Agreement , and intending to be legally bound , the City and the Town
agree as follows :
1. Term : The tenn of this Agreement shall be for an initial term of one year
from August 1, 2018 , until July 31 , 2019 , subject to the termination rights of the parties
as set forth in this Agreement. This Agreement may be renewed for two (2) additional
one-year terms by the mutual agreement of the parties , in writing , thirty (30) days before
the date of expiration of this Agreement.
2. Termination: This Agreement may be tenninated by either party at any
time , for any cause , or no cause , upon ten (10) days written notice signed on behalf of
either party.
3 . Duties of Town :
a. The Director of Public Works for the Town may request that the
City loan a Packer Truck or Packer Trucks to the Town when the Town deems that a
solid waste collection emergency exists because the Town does not have sufficient
Packer Trucks available to collect solid waste within its jurisdiction. A solid waste
collection emergency shall be deemed to exist only when a mechanical breakdown or
problem exists which renders a Packer Truck unsafe , incapable of performing its tasks as
designed , or inefficient in perfonning its tasks as designed.
b . If the City make s available to the Town a Packer Truck or Packer
Trucks , the Town shall pick up , and deli ver , such Packer Truck or Packer Trucks at the
{ 00253925. DOC } 2
City's Public Works Building located at 1802 Courtland Road , N.E., Roanoke , Virginia
24012 (hereinafter , "Public Works Building"), during ordinary business hours of the City.
c. Upon pick up or delivery , City and Town representatives will inspect
the Packer Truck or Packer Trucks prior to deployment and after deployment , and sign an
acceptance letter for the equipment before and after each event. Such acceptance letter
shall reflect the beginning and ending mileage showing in the odometer of any Packer
Truck loaned to the Town.
d . During the use of any Packer Truck, the Town will cover the City of
Roanoke logos on all loaned equipment in a manner that does not damage the paint or
exterior of any Packer Truck.
e . At no time will a Packer Truck be borrowed by the Town for more
than five (5) consecutive business days.
f. Should the City need the services of any Packer Truck, or should the
City wish to have any Packer Truck returned , for any reason or for no reason , the City
shall notify the Town , in writing , that it wishes to have a particular Packer Truck returned
to the City 's Public Works Building by a date and time certain . Failure to return such
Packer Truck by the stated deadline will constitute the Town 's agreement to be
responsible for the City 's expenses incurred by the Town 's failure to return the Packer
Truck .
g. The Town shall perfonn the daily maintenance upon any Packer
Truck loaned to it pursuant to this Agreement prior to use . Such maintenance is
described in Attachment A.
{ 00253925. DOC } 3
4. Duties of City: Following receipt of the Town 's request to borrow a Packer
Truck or Packer Trucks , the Manager of the Solid Waste Division for the City shall notify
the appropriate chain of command of the request and determine which Packer Truck or
Packer Trucks , if any , may be available to respond to the Town 's request for assistance .
The determination of whether a Packer Truck is available to loan to the Town under this
Agreement shall be within the sole and absolute discretion of the City Manager for the
City or the City Manager's designee.
5. Denial of Request by City: The City's rendering of assistance under the
terms of this Agreement shall not be mandatory however , in the event assistance is
denied , the City 's solid waste management representative receiving the Town's request
shall immediately infonn the Town's representative of the reason assistance cannot be
rendered.
6. Charges for Emergency Rental of Packer Trucks: Any Packer Truck loaned
under this Agreement shall be borrowed at a rate of $4.50 per mile , measured from the
City 's Public Works Building. The City will provide a full tank of fuel upon dispatch of
the Packer Truck , and the Town shall return the equipment with a full tank of fuel.
Failure to return the Packer Truck with a full tank of fuel shall result in the Town being
charged $3.50 per gallon or the prevailing retail rate in the City of Roanoke in the
i1mnediate vicinity of the Public Works Building for the fuel used by the Packer Truck,
whichever is higher. Any funds due the City under this Agreement shall be paid to the
City within thirty (30) days .
{00253925.DOC ) 4
7 . Governmental Tasks: The parties shall be deemed to be operating in a
governmental capacity , inclusive of liability for injuries to property, employees , or third
parties which may occur as the result of the rental and operation of any Packer Truck
pursuant to this Agreement.
8. Insurance:
a. Requirement of insurance . The Town shall, at its sole expense ,
obtain and maintain during the life of this Agreement the insurance policies required by
this section . Any required insurance policies shall be effective prior to the beginning of
any work or other performance by the Town under this Agreement. The following
policies and coverages are required:
(1 ). Commercial General Liability. Commercial general liability
insurance shall insure against all claims, loss , cost , damage , expense or liability from loss
of life or damage or injury to persons or property arising out of the Town's performance
under this Agreement. The minimum limits of liability for this coverage shall be
$1 ,000 ,000.00 combined single limit for any one occurrence .
(2). Contractual Liability. Broad fonn contractual liability
msurance shall include the indemnification obligation set forth in section 9 of this
Agreement.
(3). Workers' Compensation . Workers' compensation insurance
covenng the Town 's statutory obligation under the laws of the Commonwealth of
Virginia and employer 's liability insurance shall be maintained for all its employees
engaged in work under this Agreement. Minimum limits of liability for employer's
{00253925.DOC ) 5
liability shall be one hundred thousand dollars and no cents ($100 ,000.00) bodily injury
by accident each occurrence ; five hundred thousand dollars and no cents ($500 ,000 .00)
bodily injury by disease (policy limit); and one hundred thousand dollars and no cents
($100 ,000.00) bodily injury by disease (each employee). With respect to workers '
compensation coverage , the Town 's insurance company shall waive rights of subrogation
against the City , its officers , employees , agents , volunteers and representatives.
(4). Automobile Liability. The minimum limit of liability for
automobile liability insurance shall be $1 ,000 ,000 .00 combined single limit applicable to
owned or non-owned vehicles used in the performance of any work under this
Agreement.
b. Umbrella Coverage. The insurance coverages and amounts set forth
in subsections (1), (2), (3), and (4) of this section may be met by an umbrella liability
policy following the fonn of the underlying primary coverage in a minimum amount of
$1 ,000 ,000 .00. Should an umbrella liability insurance coverage policy be used , such
coverage shall be accompanied by a certificate of endorsement stating that it applies to
the specific policy numbers indicated for the insurance providing the coverages required
by subsections (1 ), (2), (3), and 4), and it is further agreed that such statement shall be
made a part of the certificate of insurance furnished by the Town to this City.
C. Primary and Noncontributory . The Town agrees that the
insurance provided by the Town pursuant to this Agreement shall be primary and shall
not seek contribution from any other insurance av ailable to the City.
{00253925.00C } 6
d. Evidence of Insurance . All msurance shall meet the following
requirements:
(1 ). Prior to execution of this Agreement, the Town shall furnish
the City a certificate or certificates of insurance showing the type , amount , effective dates
and date of expiration of the policies. Such certificates shall be attached to this
Agreement at the time of execution of this Agreement and shall be furnished in a timely
fashion to demonstrate continuous and uninterrupted coverage of all of the required forms
of insurance for the entire term of this Agreement.
(2). It shall be the responsibility of the Town 's Public Works
representative to notify the City should the insurance covered by this certificate be
cancelled or materially altered.
(3). The required certificate or certificates of insurance shall name
the City of Roanoke , its officers , employees , agents, volunteers and representatives as
additional insureds .
( 4). Where waiver of subrogation is required with respect to any
policy of insurance required under this section , such waiver shall be specified on the
certificate of insurance.
(5). Insurance coverage shall be in a form and with an insurance
company approved by the City which approval shall not be umeasonably withheld. Any
insurance company providing coverage under this Agreement shall be authorized to do
business in the Commonwealth of Virginia. The maximum amount of any deductible
under any and all insurance coverage shall not exceed$ _____ _
{00253925.DOC } 7
9 . Indemnification: To the extent permitted by law , the Town agrees and
binds itself, and its successors and assigns to indemnify , keep and hold the City and its
officers , employees , agents , volunteers and representatives free and harmless from any
liability on account of any injury or damage of any type to any person or property ,
including any Packer Truck which is loaned pursuant to this Agreement , growing out of
or directly or indirectly resulting from any act or omission of the Town,, its officers,
employees , agents , volunteers and representatives including: (a) the Town, its officers ,
employees , agents , volunteers and representatives ' use of the streets of the City; (b) the
Town , its officers, employees , agents , volunteers and representatives' use or maintenance
of any of the Packer Trucks which are the subject of this Agreement ; (c) the exercise of
any right or privilege granted by or under this Agreement ; or ( d) the failure , refusal or
neglect of the Town , its officers , employees , agents , volunteers and representatives to
perform any duty imposed upon or assumed by the Town, its officers , employees , agents ,
volunteers and representatives by or under this Agreement. In the event that any suit or
proceeding shall be brought against the City or any of its officers , employees , agents ,
volunteers or representatives at law or in equity , either independently or jointly with the
Town on account thereof, the Town , upon notice given to it by the City or any of its
officers , employees , agents , volunteers or representatives , will pay all costs of defending
the City or any of its officers , employees , agents , volunteers or representatives in any
such action or other proceeding . In the event of any settlement or any final judgment
being awarded against the City or any of its officers , emplo yees , agents , volunteers or
representatives , either independently or jointly with the Town, then the Town will pay
( 00253925. DOC } 8
such settlement or judgment in full or will comply with such decree , pay all costs and
expenses of whatsoever nature and hold the City or any of its officers , employees , agents ,
volunteers or representatives harmless therefrom.
10. Regulations: the Town shall fully comply with all local , state , and federal
ordinances , laws , and regulations. Only persons to whom a valid Commercial Dri ver's
License has been issued shall be allowed to operate any Packer Truck loaned to the Town
pursuant to this Agreement.
11. Negotiation: This Agreement has been fully negotiated by and between the
parties and shall be construed as if both parties had an equal responsibility in the drafting
hereof.
12. Entire Agreement: This Agreement represents the entire integrated
agreement between the parties and supersedes all prior negotiations , representations or
agreements , either written or oral. This Agreement shall not be amended or modified
except by written instrument signed by the parties.
13. No Waiver of Tenns of Agreement: No failure of any party to insist upon
strict observance of any provision of this Agreement, and no custom or practice of the
parties at variance with the tenns hereof, shall be deemed a waiver of any provision of
this Agreement in any instance.
14 . No Third Party Beneficiary: The provisions of this Agreement are for the
exclusive benefit of the parties hereto and not for the benefit of any third person, nor shall
this Agreement be deemed to have conferred any rights , express or implied , upon any
third person unless otherwise expressly provided for herein .
{00253925.DOC ) 9
15. Forum Selection and Choice of Law: By virtue of entering into this
Agreement , the Town submits itself to a court of competent jurisdiction in the City of
Roanoke , Virginia , and further agrees that this Agreement is controlled by the laws of the
Commonwealth of Virginia and that all claims , disputes , and other matters shall only be
decided by such court according to the laws of the C01mnonwealth of Virginia .
16. Notice: Any notice , request , or demand given or required to be given under
this Agreement shall , except as otherwise expressly provided herein , be in writing and
shall be deemed duly given only if delivered personally or sent by certified mail , return
receipt requested to the addresses stated belo w .
To the City :
To the Town :
City Manager for the City of Roanoke
Room 364 , Noel C. Taylor Municipal Building
215 Church Avenue , S . W.
Roanoke , Virginia 24011
Town Manager for the Town of Vinton
311 S. Pollard Street
Vinton , Virginia 241 79
Notice shall be deemed to have been given , if delivered personally , upon delivery ,
and if mailed , upon the third business day after the mailing thereof.
17. Captions and Headings: The section captions and headings are for
converuence and reference purposes and shall not affect in any way the meaning or
interpretation of this Agreement.
18. N onassignment: The parties agree not to assign or transfer any part of this
Agreement without the prior written consent of the other party hereto. Such written
consent shall specifically refer to thi s Agreement.
{ 00253925. DOC ) 10
19. Severability: If any term of this Agreement is found to be void or invalid ,
such invalidity shall not affect the remaining terms of this Agreement , which shall
continue in full force and effect.
20. Authority to Sign : The persons who have executed this Agreement
represent and warrant that they are duly authorized to execute this Agreement in their
respective capacities as indicated .
SIGNATURES APPEAR ON FOLLOWING PAGE
{00253925.DOC ) 11
IN WITNESS WHEREOF the parties hereto hav e executed this Agreement as of
the day and year first abo ve w ritten .
ATTEST :
Def'°, City Clerk
APPROVED AS TO FORM :
<I ~~ ;4, City Attorney
APPROV E D AS TO EXECUTION:
City Attorney
Authorized by Roanoke City Ordinance No. 41188-071618
ATTEST
Town Clerk
{ 00253925. DOC }
TOWN OF VINTON , VIRGINIA
By:------------
Barry W. Thompson
Town Manager
APPROV E D AS TO FORM :
Town Attorne y
APPROVED AS TO EXECUTION :
Town Attorne y
12
ATTACHMENT "A" SWM VEHICLE LOANER CHECKOUT/CHECKIN
DATE : _____ TIME : _____ TRUCK NUMBER: ______ FLEET ACKNOWLEDGED REP ___________ _
T OWN OF VINTON REPRESENTATIVE ---------------SWM SUPERVISOR _____________ _
MILE AG E OU T _________________ MILEAGE OU T ______________________ _
Post-Trip
ITEM OK OK Shopped COMMENTS
HAV/C
AIR PRESSURE (120psi) LOW/HIGH
ALARMS -BUZZERS -HORN
BATTERY -CHARGING/STARTING SYSTEM
BEL TS/HOSES
BRAKES
CAB (clean and free of loose material , etc)
COOLING SYSTEM -ENGINE , RADIATOR FREE OF
DEBRIS
ELECTRICAL (other) -COOL
BOX/GAUGES/INSTRUMENTS
EXHAUST SYSTEM
FLIPPERS (operational/damage)
FLUID LEVELS
HYDRAULIC SYSTEM/PTONALVES
LEAKS (oil , aft , p/s , coolant, hydraulic)
LIGHTS/SIGNALS
PACKING MECHANISM
STEERING/SUSPENSION
Post-Trip
ITEM OK OK Shopped COMMENTS
OUTSIDE APPEARANCE (clean , damage , etc)
SAFTEY EQUIPMENT:
1. Fire Extinguisher
2. Spill Kit
3. Triangles
4 . First Aid Kit
5. Scotch Block
6 . Seat Belt
TAILGATE SESSION NO NOTES
)i> Flipper
)i> Backing Truck
)i> Communication
IN CASE OF AN EMERGENCY PLEASE CALL
JEFFREY POWELL , CITY OF ROANOKE SOLID WASTE MANAGEMENT
804-339 -3127 or 540-330-5059
FLEET MANAGEMENT -540-853-2423
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY,
SEPTEMBER 4, 2018, AT 7:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING, LOCATED AT 3ll S. POLLARD STREET, VINTON, VIRGINIA.
WHEREAS, the Town’s Public Works Department needs to ensure that it has backup equipment
available to collect solid waste within the Town in the case of a solid waste
collection emergency, specifically not having an operable truck to collect refuse; and
WHEREAS, the rental of said backup equipment from the City of Roanoke is deemed feasible due
to the Town's geographical proximity to the City; and
WHEREAS, during the negotiations and discussions between the Town staff, City of Roanoke
Solid Waste Department and the Town Attorney, a proposal was negotiated as set
forth by the terms and conditions in an Assistance Agreement; and
WHEREAS, Town staff recommends that said Assistance Agreement between the Town and the
City of Roanoke be executed to formalize said agreement between the parties.
NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF
VINTON, VIRGINIA, AS FOLLOWS:
1. The Assistance Agreement is hereby approved in a form substantially similar to the one
presented to Council and approved by the Town Attorney; and
2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and then
to deliver the Assistance Agreement and any other necessary documents in furtherance of
the same.
This Resolution adopted on motion made by __________________, seconded by ______________,
with the following votes recorded:
AYES:
NAYS:
APPROVED:
_____________________________________
Bradley E. Grose, Mayor
ATTEST:
_____________________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
September 4, 2018
Department
Administration
Issue
Consider adoption of a Resolution to request authorization from the Virginia Racing
Commission to license up to 500 Historical Racing Terminals within the Town of Vinton and
grant approval to the Colonial Downs Group LLC to operate the terminals within a satellite pari-
mutuel wagering facility to be located within the Town of Vinton.
Summary
On June 22, 2018, Governor Northam signed HB 1609 to amend the original state code that
allows satellite pari-mutuel wagering facilities within the State of Virginia, to also allow
historical racing terminals at such facilities.
The Virginia Racing Commission was assigned the task of drafting regulations to manage the
licensing of the historical racing terminals and set a maximum cap of terminals per locality based
on population. The cap as proposed would limit the number of terminals for the Town of Vinton
at 150.
The attached Resolution is requesting the Virginia Racing Commission to authorize the Town of
Vinton to receive up to 500 terminals, so that the proposed Vinton location might capitalize on
the total market area of the greater Roanoke Metropolitan Service Area and realize its full
potential for job creation and revenue generation.
The Resolution also grants approval to the Colonial Downs Group LLC, to operate the historical
horse racing terminals within a licensed satellite wagering facility to be located within the Town
of Vinton.
Attachments
Resolution
Recommendations
Motion to Adopt Resolution
Town Council
Agenda Summary
1
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY,
SEPTEMBER 4, 2018, AT 7:00 P.M. IN THE COUNCIL CHAMBERS OF THE VINTON
MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA 24179
RESOLUTION TO REQUEST THE VIRGINIA RACING COMMISISON
TO CONSIDER AUTHORIZING THE TOWN OF VINTON TO RECEIVE
UP TO 500 HISTORICAL HORSE RACING TERMINALS
WHEREAS, the Code of Virginia authorizes pari-mutuel wagering at satellite wagering
facilities owned or operated by persons licensed by the Virginia Racing
Commission; and
WHEREAS, the Virginia Racing Commission may not grant an initial license to construct,
establish, operate or own a satellite wagering facility until a referendum approving
the question is held in each county, city or town in which such track or satellite
facility is to be located; and
WHEREAS, on November 4, 2003, a referendum was held in the Town of Vinton which voters
approved pari-mutuel wagering at satellite facilities within the Town of Vinton in
accordance with Chapter 29 of Title 59.1 of the Code of Virginia; and
WHEREAS, in 2004, the Town Council amended the section of Town Code to authorize off-
track betting facilities located within the General Business (GB) District as
defined within our zoning regulations; and
WHEREAS, the General Assembly of Virginia has enacted HB 1609, which amended Chapter
29 of Title 59.1 of the Code of Virginia to authorize historical horse racing as a
form or pari-mutuel wagering that may be conducted at satellite facilities; and
WHEREAS, the Virginia Racing Commission is currently considering draft regulations,
pursuant to Section 2.2-4001 of the Code of Virginia, that would implement the
provisions of HB 1609; and
WHEREAS, the initial draft of the proposed regulations posted by the Virginia Racing
Commission contains provisions permitting up to 150 historical racing terminals
in a jurisdiction with a population of 60,000 or below, 300 historical terminals in
a jurisdiction with a population between 60,000 and 120,000 population and up to
700 historical terminals in a jurisdiction with a population greater than 120,000;
and
WHEREAS, the Town of Vinton is a community of 8,065 and is located within the Roanoke
Metropolitan Statistical Area with a population of 314,128; and
2
WHEREAS, Colonial Downs Group, LLC (“Colonial Downs”) intends to apply for a license
from the Virginia Racing Commission that would permit Colonial Downs to
operate a satellite facility in the Town of Vinton that will offer pari-mutuel
wagering, including historical horse racing; and
WHEREAS, Colonial Downs wishes to install as least 500 historical racing terminals at such
satellite facility in the Town of Vinton; and
WHEREAS, by limiting the number of historical racing terminals on the three square mile
geographical boundary and the subsequent defined population of the Town of
Vinton, the cap limit will greatly diminish the Town’s ability to the serve the full
potential market area and obtain the maximum benefit with regards to the
establishment of employment opportunities in support of the facility and revenue
generated from the historical racing terminals.
NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council supports the
implementation of historical horse racing within the Town of Vinton; and
BE IT FURTHER RESOLVED that the Vinton Town Council herby grants its formal approval
to Colonial Downs to install up to 500 historical racing terminals to be located within the Town
of Vinton and as authorized by the final regulations adopted by the Virginia Racing Commission.
This Resolution adopted on motion made by ________________, seconded by ______________,
with the following votes recorded:
AYES:
NAYS:
APPROVED:
______________________________
Bradley E. Grose, Mayor
ATTEST:
______________________________________
Susan N. Johnson, CMC, Town Clerk
Meeting Date
September 4, 2018
Department
Council
Issue
Closed Session:
1. Request to Convene in Closed Meeting, Pursuant to § 2.2-3711 (A) (3) of the 1950
Code of Virginia, as amended, for discussion or consideration of the acquisition of
real property located in the Vinton downtown area for a public purpose, where
discussion in an open meeting would adversely affect the bargaining position or
negotiating strategy of the public body.
2. 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 4, 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