HomeMy WebLinkAbout9/6/2011 - RegularBradley E. Grose, Mayor
Robert R. Altice, Councilmember
Carolyn D. Fidler, Vice Mayor
Matthew S Hare, Councilmember
William "Wes" Nance, Councilmember
'Tinton Town Council —
Regular Meeting
Tuesday, September 6, 2011
LW*j a M D t V a•
A. 6:00 p.m.
Z. WORK SESSION
1. Tour of Police Department
2. Update on new website for the Vinton War Memorial
C. 7:00 p.m. - REGULAR MEETING
D. INVOCATION
E. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG
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Vinto, VA 24179
(540) 983-06071
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F. CONSENT AGENDA
1 Request to approve minutes for work session and regular meeting of August
2,2011
Z Request to approve minutes for work session and regular meeting of August
16,2011
G. AWARDS, RECOGNITIONS, PRESENTATIONS
1 Police Department — First Place Award for Highest Safety Belt Use during
the Click It or Ticket Campaign
H. CITIZENS' COMMENTS AND PETITIONS - This section is reserved for comments
and questions for issues not listed on the agenda
Consider adoption of a Resolution authorizing the Town Manager to execu
an Agreement between the Town of Vinton and Roanoke County for t
purchase of property at 304 South Pollard Street for the future Roano
County Vinton Branch Library — Resolution No. 1927. 1
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I Consider adoption of a Resolution expressing Council's displeasure with the
new pneumatic gun law.
2. Consider adoption of an Ordinance to amend § 62-83, Discharging airgun,
bow, gravel shooter, of Article V, Weapons, of Chapter 62, Offenses and
Miscellaneous Provisions, of the Vinton Town Code and providing for an
effective date.
1 Consider adoption of an Ordinance to update and amend Article 11, Noise, of
Chapter 34, Environment, to reflect the Supreme Court of Virginia's ruling in
Tanner v. Citv of Virqinia Beach.
4Consider adoption of a Resolution authorizing the Town Manager to execute
an Application Hosting and Technology Support Systems and Services
Agreement with ACS and expend the necessary funds as set forth by this
Resolution.
11 It" Consider adoption of a Resolution approving a settlement with Verizon
Virga, Inc. and authorizing the Town Manager to execute a Settlement
Agreement.
11100U* �
ZA 1111 111596-M RI I
1 , Finance Committee Report — June and July
G
1 Request to Convene in Closed Meeting, Pursuant to § 2.2-3711 A (I) (M
the 1950 Code of Virginia, as Amended, for Discussion of Recruitme
Process for Police Chief Position i
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 disabes 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
ot-n-angements may be made.
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MEMBERS PRESENT: Bradley E. Grose, Mayor
Carolyn D. Fidler
Matthew S. Hare
William W. Nance
STAFF PRESENT: Christopher S. Lawrence, Town Manager
Elizabeth Dillon, Town Attorney
Susan N. Johnson, Town Clerk
Consuella Caudill, Assistant Town Manager
Michael Kennedy, Public Works Director
Anita McMillan, Planning Director
Ben Cook, Interim Police Chief
Barry Thompson, Finance Director/Treasurer
Stephanie Dearing, Human Resources/Safety Manager
Chris Linkous, Fire Captain
prohibit pneumatic guns on or within private property if the person has permission
of the owner or legal possessor of the property when using reasonable care to
prevent a projectile from crossing bounds of property, The Town's current
Ordinance does not allow the use of pneumatic guns on private property and this
new law invalidates our current Ordinance, After questions and comments from
Council Members expressing their concerns about this new law, Attorney Dillon
reiterated the definition of reasonable care in the Code, and the requirement of
supervision by minors under the age of 16. Mayor Grose asked the Town
Manager and Town Attorney to prepare a letter or resolution expressing Council's
discontent with the new law and to bring the matter back to Council for
consideration at a future Council meeting.
Attorney Dillon next briefed Council on an Ordinance to revise the Town's Noise
Ordinance. Based on a case, "Tanner v. City of Virginia Beach", the Virginia
Supreme Court declared that the "reasonable person" standard used in most noise
ordinances was unconstitutionally vague because it would not inform a person
what they could or could not do with reasonable certainty. The new Ordinance
includes a definition of "plainly audible" and several references refer to distance of
50 feet or more. Another option is decibel levels, but Attorney Dillon would not
recommend that option.
Mr. Nance referenced Section 34-26(6) and asked if there should be a distance i
requirement in that Section. Attorney Dillon indicated that could be added and that
the provision remains that allows a variance for special events, The Town
on the new Ordinance. Mr, Nance commented on the definition of sound and
Attorney Dillon indicated that definition has been used in other jurisdictions,
Ms. Snyder made comments from the floor regarding percussion and vibrations
that cannot be measured in decibels. Attorney Dillon indicated that those types of
noises are included in the proposed Ordinance. A question was raised about
animals and they are also covered in the proposed Ordinance. After further
comments from Mr. Nance, the Town Manager and Attorney Dillon, the Mayor
asked that the Ordinance be brought back to Council for consideration at a future
meeting.
Fire Captain Linkous explained that grant funds from the Virginia Department of Adopted Resolution N
Fire Programs in FYI 1 were reduced by 10 percent, but that an additional amount 1929 authorizing budget r
of $2,563.00 has now been received by the Town and needs to be allocated to the appropriation of $2,563.,
new FY12 budget. Such funds along with funds from VML have been used to to Fire and EMS Budg
purchase Fire and EMS equipment such as a four -point rescue jack system, two Account in FY12 Budget, 31
chain saws, overhead projector, turnout gear and other equipment. Upon motion
by Mr. Nance, seconded by Mr, Hare, with a 4-0 vote, Council adopted Resolution
No. 1929 authorizing a budget re -appropriation of $2,563.00 from the Virginia
Department of Fire Programs to the Fire and EMS Budget Account.
Consuella Caudill commented on a Resolution relating to the former Steve's Adopted Resolution No
Garage Building to solicit bids for asbestos testing and any needed removal, and 1930 relating to the form,
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to enter into a Contract for the demolition of said building. Two bids were received Steve's Garage Buildi
and the lowest bid was from L and S Excavating, Other costs included relate to authorizing the To
asbestos testing and any needed removal, along with disconnecting electric Manager to solicit bids ji,
power, gas, water and sewer, The current anticipated demolition date is the third asbestos testing and a
or fourth week in August and staff, other individuals, volunteers, and organizations needed removal, and
have been made aware of this date and that items need to be removed, The enter into a Contract for t
contractor will demolish the building and remove all debris down to the concrete demolition of said building
.• 31
0
The Town Manager commented that the funds are coming out of the General
Fund's Beautification Fund which will deplete that Fund, Mr. Hare asked about the
possibility of putting up a basketball court on the concrete slab. The Town
Manager indicated that staff is open to any suggestions for the use of the property.
After further comments from Council Members, on motion by Ms. Fidler, seconded
by Mr- Nance, with a vote of 4-0, Council adopted Resolution No. 1930 relating to
the former Steve's Garage Building authorizing the Town Manager to solicit bids
for asbestos testing and any needed removal, and to enter into a Contract for the
iemolition of said building.
The Mayor presented a Resolution to authorize the Town Clerk to sign Town Appointment of new Towr
checks and welcomed Susan Johnson as the new Town Clerk, Clerk, Susan N, Johnson
The Town Manager indicated that a motion needed to be made to appoint Susan
Johnson as the Town Clerk. On motion by Ms. Fidler, seconded by Mr. Nance,
with a vote of 4-0, Council moved to appoint Susan Johnson as the new Town
Clerk.
On motion by Mr. Nance, seconded by Mr. Hare, with a vote of 4-0, Council Adopted Resolution No.
adopted Resolution No. 1391 authorizing the Town Clerk to sign Town checks. 1391 authorizing the Town
Clerk to sign Town checks
Mayor Grose commented on the scheduling of a Town Council Retreat to meet
and plan with staff for the upcoming year. After discussion, the Retreat was set for
Thursday, September 15, 2011, beginning at 10:00 a.m, with location to be
announced.
A Joint Town Council/Planning Commission Work Session on Downtown
Revitalization was tentatively scheduled for Tuesday, September 27, 2011,
beginning at 6:00 p,m, with location to be announced.
The Mayor and Town Manager answered a question from the floor about the
opening of the new Library. It will be a Roanoke County project which will have to
be paid for with bonds which will not happen for at least three more years.
The Mayor announced that starting August 4, 2011, he is going to have regular
office hours every Thursday from 9:30 a,m. to 11:30 a.m. to meet with anyone who
would like to either stop by or call for an appointment.
The Mayor suggested that the Town have a Government Day and asked the Town
Manager and staff to review the matter and come back to Council with some
recommendations, One suggestion is possibly having a booth during the
upcoming Fall Festival which is October 8, 2011,
Comments from Council Members: Ms. Fidler mentioned a Virginia Explore Park
event every Thursday in August at the Taubman Center featuring the Great
American Songbook and that the Park is getting closer to fully opening its doors to
the public. Mr. Nance expressed thanks to citizens who came to the meeting. He
mentioned a Prayer Vigil for Sam Gundiff at Vinton Baptist Church, expressed
thanks to the Vinton community for their support of Mr. Cundiff and his family and
for a very successful blood drive that was held earlier. Mr. Hare asked the status
of the employee appreciation proposal and the Town Manager indicated that a
report will be made to Council at the next meeting,
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installed, and the hot water heater has been installed, The Farmers Market
being painted, all lights and outlets have been completed and exterior ceiling fa
are being installed.
On motion by Mr. Hare, seconded by Mr. Nance, with a vote of 4-0, Coun
2djourned the work session at 10:00 p.m. I
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MEMBERS PRESENT: Bradley E. Grose, Mayor
Robert R. Altice
Carolyn D. Fidler
Matthew S. Hare
William W, Nance
STAFF PRESENT: Christopher S, Lawrence, Town Manager
Theresa Fontana, Acting Town Attorney
Susan N. Johnson, Town Clerk
Michael Kennedy, Public Works Director
Ben Cook, Interim Police Chief
Stephanie Dearing, Human Resources/Safety Manager
Chris Linkous, Fire Captain
Lauren Hodges, Facilities Manager
Keith Dalton, Animal Control Officer
In summary, Mr. Lizan indicated that the responses were generally positive,
services were generally ranked high, people feel safe, employees are considered
top notch, the business climate regarding attracting new companies would be
improved and the majority of respondents felt that the Town is moving in the right
direction.
Mr. Nance asked Mr. Lizan what results he was expecting to get and he said
generally positive- Mr. Nance commented on the ranking of the Vinton pool and
the Town Manager commented that the ranking of services in this survey was an
importance ranking, not a quality of service ranking. After further comments from
Council Members, the Town Manager indicated that the next step would be to
share the results with staff and celebrate some of the successes and then see
what we can learn from this to find ways to improve or focus on certain areas.
Mr. Lizan expressed his appreciation to Council for the opportunity to work for the
Town this summer.
On motion by Mr. Nance, seconded by Mr. Hare, with a vote of 5-0, Council
adjourned the work session at 6.42 p.m.
Mayor Grose called the regular meeting to order at 7:00 p,m. Mr. Hare gave the
invocation and Mr. Altice led the Pledge of Allegiance to the U.S. Flag,
Mayor Grose recognized Anthony Lizan, the summer intern, and presented him
with a Certificate of Recognition and a key to the Town.
Mr. Nance read a letter from Chief Cook naming Detective G. M. Chieppa
and Officer M. L. Byrd Christopher Hayes as Police Officers for the Month
of July.
Chief Cook made brief comments and introduced Officer Brandon B. Hill.
Chief Linkous made brief comments and introduced Firefighter/Medic David
Rodgers.
Michael Kennedy introduced Alison Patient, Director of Corporate Affairs for Coca Council gave consensus to
Cola Bottling Company, Melissa Blaylock, Manager of Corporate Affairs, and proceed with the Program.
Jennifer Westfall, Communications Specialist,
Alison Patient gave a Power Point presentation on a new initiative called the
"Recycle and Win" Program which is a collaboration between Kroger and Coca
Cola to encourage community residential recycling.
The program started as a pilot program in Charlotte, North Carolina and similar
programs are now in Raleigh, North Carolina, Charleston, West Virginia, and
Nashville, Tennessee and all have been very successful.
Briefly, the program consists of a mailing to all single family curb side recycling
households to include explanation of the program, a sticker to place on their
recycling bin, information on what items are recyclable and the mechanics of the
promotion. Eligible winners will receive a $50.00 Kroger gift card,
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Coca Cola will drive a Prize Patrol vehicle throughout the area checking bins and
writing down the addresses of winning bins. The winners will be notified and their
gift card will be awarded through the mail. Ms. Patient indicated that citizens who
do not have access to curb side recycling will be eligible to win at a special event
held on a Saturday at various drop off sites in the Town. The program will be
launched with a Press Conference at a Kroger Store in the area sometime in late
October.
Ms, Fidler commented that the Town of Vinton is the first municipality in Virginia to
enact a mandatory recycling program. Mr. Kennedy stated that the Town already
has a 56 percent participation rate.
The Town Manager indicated that there may be an agreement that Council will
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have to approve at their next meeting. However, if Council will give their
consensus, staff will proceed with working out the details of the program. Council
gave their consensus with the understanding that any formal agreement will be
brought back to the next Council meeting for consideration,
The Town Manager explained that grant funds in the amount of $4,000.00 have
Adopted Resolution No.
been received from the Risk Management Safety Grant Program through the VML
1932 allocating $4,000,00
Insurance Program, Such funds were used to purchase a four -point rescue jack
from the Risk Management
system. Upon motion by Mr, Nance, seconded by Ms, Fidler, with a 5-0 vote,
Safety Grant Program to
Council adopted Resolution No. 1932 allocating $4,000.00 from the Risk
Fire and EMS Budget
Management Safety Grant Program to the Fire and EMS Budget Account.
Account in FY12 Budget.
19
notifications are at least three days in advance, Ms. Fidler also invited everyone
to support the William Byrd High School Band's first fund raiser which is a
#ancake breakfast at the Bonsack Applebee's this Saturday, August 20, 2011.
The Mayor advised that Council needed to go into a Closed Meeting pursuant
to Section 2.2-3711 (A) (1) of the Code of Virginia, as amended, for discussion
of recruitment process for the Police Chief position, On motion by Ms. Fidler,
seconded by Mr, Nance, with a vote of 5-0, Council went into Closed Meeting at
820 p.m,
At 9:10 p.m,, the regular meeting reconvened and the Certification that the
Closed Meeting was held in accordance with State Code requirements was
approved on motion by Mr. Hare, seconded by Ms. Fidler, with a 5-0 vote, the
meeting was adjourned at 9:15 p.m.
F01220*04113
100m#
Susan N. Johnson, Town Clerk
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CLICK IT OR TICKET
On August 10, 2011, the Vinton Police Department was presented a first place award for
Highest Safety Belt Use during the Click It or Ticket campaign that took place from May
22 until June 2, 2011. This award was presented by the Virginia Department of Motor
Vehicles and reflects first in our class in the Commonwealth.
During the Click It or Ticket campaign, additional Vinton officers were assigned through
a DMV grant to focus on occupant safety through proactive traffic enforcement. The
Town of Vinton has a citizen seat belt use of 84% based on the survey conducted after
the campaign, which is a 5% increase from the pre -survey report. I commend each
member of the department for their continued efforts to ensure vehicle occupant
1#rotcction.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON
TUESDAY, SEPTEMBER 6,2011, AT 7:00 P.M., IN THE COUNCIL CHAMBERS
OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET,
VINTON, VIRGINIA.
111'KEZUKAS, the Town of Vinton and the County of Roanoke have discussed th'i
important and significant value a library would bring to downtown Vinton;
and
WHEREAS, the Downtown Master Plan and Comprehensive Plan identify the Dunman
Floral property as a strategic property in downtown Vinton; and
WHEREAS, the Town and County propose to enter into an Agreement with regard to
acquisition of this property for the construction of a possible future
Roanoke County library building, the form of which is attached hereto;
a7td
WHEREAS, the Town Council believes it is in the best interest of the Town to enter
into the Agreement; and
WHEREAS, the Town Council was to have considered a Resolution approving t
Agreement at its meeting on June 21, 2011, but delayed consideration
the same pending approval of the Agreement by the Roanoke Count]
Board of Supervisors; and
WHEREAS, following such approval, Town Council inadvertently failed to reconsider
the Resolution approving the Agreement; and
WHEREAS, the Town Manager entered into the Agreement believing that the
Resolution had been approved;
10' , BE IT RESOLVED, BY THE COUNCIL OF I -HE TOWN OF
VINTON, VIRGINIA, as follows:
1. The Agreement is hereby approved in a form substantially similar to the
Agreement attached hereto; and
2. The Town Manager is hereby authorized, for and on behalf of the Town, to
execute and then to deliver the Agreement and any other necessary documents in
furtherance of the same; and
The Agreement and any other necessary documents shall be in form approved by
the Town Attorney.
4, The Agreement as executed by the Town Manager on June 30, 2011 is hereby
ratified and approved "as of the date he signed the Agreement-, and
]"his resolution shall be effective from and after the date of its adoption.
This resolution adopted on motion made by Council Member and seconded by
Council Member . with the following votes recorded:
LU
NAYS:
NW29SAMW
Bradley E. Chose, Mayor
ATTF1*ST:
Susan N. Johnson, Town Clerk
11,
AGREEMENT
This AGREEMENT is between the Board of Supervisors of Roanoke County, Virg* *a
(the "County") and the Town Council of the Town of Vinton (the "Town") this Virg'
of June, 2011. The purpose of this Agreement is to establish the duties and
responsibilities of a partnership between the County and the Town with respect to the
acquisition of real estate within the Town limits and for the construction of a possible
site of a future Roanoke County library building.
INTENT
The construction of a new library in the Vinton or East Roanoke County area has been
identified as a priority capital project in the County's Capital Improvement Program,
Funding to implement the Capital Improvement Program is subject to appropriations
by the Board of Supervisors, and it is not anticipated that such funding would occur
Vinton's Comprehensive Plan and Downtown Master Plan have created a vision for
Soowntown Vinton. A new library would complement this redevelopment vision, and
uld support the economic development of the Town's downtown area.
Due to the County and Town desire to make economic development in the downtown
area a priority, it is the intent of both governments and shared goal to work together for
the new Vinton area library branch construction to commence within ten years of this
The County is negotiating Contracts to purchase the following parcels of real
estate (the "Property") in the Town:
A parcel consisting of 0.761 acres, more or less, located at 304 Pollard Street,
Vinton, Virginia, and further described as Tax Map Nos. 60.16-8-1 and 2 owned by B.
Wayne Dunman and Rebecca J. Dunman.
Page 1 of 4
A parcel containing•
1.24 acres, more or less, located at 304 Pollard Street, Vintol
Virginia, and further described as Tax Map Nos. 60,16-8-3 and 4 owned by Ta7 Wade,
Inc.
2. The purchase prices of these two parcels of real estate are $840,000 and $415,000,
respectively. The County agrees to pay one-half of these purchase prices; the Town
agrees to pay one-half of these purchase prices. Title to the Property shall be solely in
the name of the County. The Town shall not hold any ownership interest in the
Property. All closing costs and expenses shall be paid by the County. This includes,
but is not limited to, appraisals, environmental assessments, attorney's fees, recordation
a
1 The Town agrees to pay $100,000 to the County upon the County's settlement
and closing on the acquisition of this Property. It is anticipated that the settlement and
closing will be held on July 28, 2011. The remaining balance of the Town's share,
$527,500, shall be paid to the County in ten (10) annual installments beginning on July 1,
2011, and paid on July I of each year thereafter. Each of the first five (5) installments
shall be in the amount of $50,000; the remaining five year's installments amounts shall
be $55,500, plus interest at the Wall Street journal Prime Interest Rate (this rate as of
11 -
4. Lease payments received by the County from this Property shall not be shared
with the Town, nor shall any such payments be used to offset the purchase price. The
County intends to use the lease proceeds to maintain the structures on the Property, to
pay the costs of demolition, and to establish a capital fund for the construction of a new
5. If the County receives any grant funding or funding from any source other than
local tax revenues or lease payments, and this funding is specifically allocated to assist
in reducing the financial costs of the acquisition of the Property, then this funding will
be shared equally with the Town to reduce its one-half share of the purchase price.
6. The County will convey to the Town a one-half undivided ownership interest in
the Property:
a. If the County does not commence the construction of a new library on
this Property within ten (10) years of the date of this Agreement; or
b. If the County commences construction, but does not complete
construction of a new library on this Property), within twelve (12) years of the date of
this Agreement.
For purposes of this paragraph, commencement of construction of a new library
may be evidenced by the execution of a contract by the County for the architectural
design and engineering of this structure and completion of construction of a new library
shall be evidenced by the issuance of a certificate of occupancy.
T The County shall be responsible for insuring the Property against fire and other
similar forms of property damage, risks or perils, The Town acknowledges that the
County is either (i) constitutionally immune (or partially immune) from suit, judgment
or liability, (ii) insured, or (iii) covered by a financial plan of risk management that is in
the nature of self-insurance, all as determined by applicable laws, government policies
and practices. No provision contained in this Agreement shall be deemed to be a
waiver of the sovereign immunity of the Board of Supervisors of Roanoke County,
Virginia, from tort or other liability.
8. The Town will be invited to participate in the project design team for the
development of the plans for the construction of the new branch library. The County
will make all final decisions of design and construction.
9. The Property and any buildings constructed thereon will be maintained
according to applicable Town Code and Zoning Ordinance standards and will not be
allowed to become blighted or fall into disrepair whether vacant or occupied by the
County and/or one or more lessees.
10. This Agreement is subject to future appropriations by the Board of Supervisors
of Roanoke County and by the Town Council of the Town of Vinton.
IL This Agreement is executed by the duly authorized County Administrator on
behalf of the Board of Supervisors of Roanoke County, pursuant to Action
adopted by said Board on the day of June, 2011
Page 3 of 4
12, This Agreement is executed by the duly authorized Town Manager on behalf of
the Town Council f the Town of Vinton, pursuant to Resolution 15 adopted by said
Council on the0KLy oJlAnP� �-2011.
! t. Z —
11 This Agreement represents the entire agreement between the parties and may
not be modified or changed except by written instrument executed by the parties. This
Agreement shall be construed, interpreted, and applied according to the law of the
Commonwealth of Virginia, and shall be binding upon and shall inure to the benefit of
the heirs, personal representatives, successors, and assigns of the parties.
14. This Agreement is executed in duplicate, with each having the effect of an
original, one of which shall be provided to each of the parties hereto.
WITNESS these signatures and seals this Ze day of 2011,
BOARD OF SUPERVISORS OF ROANOKE COUNTY
ByB. ClaOon Good�mlll, County Administrator
... .... ... ...
Roanoke County Attorn y
TOWN COUNCIL OF -THE TOWN OF VINTON
I'M
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AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON
TUESDAY, SEPTEMBER 6,2011, AT 7:00 P.M., IN THE COUNCIL CHAMBERS OF
THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA.
A RESOLUTIOA expressing Town Council's extreme displeasure with State legislation
that became effective July 1, 2011, invalidating all local ordinances that prohibit the use of
pneumatic guns on or within private property with permission of the owner or legal possessor of
the property when conducted with "reasonable care to prevent a projectile from crossing the
bounds of the property," and calling for the repeal of such legislation.
WHEREAS, the Town of Vinton has prohibited since at least 1980 the discharge,
anywhere within the Town, of air -guns and similar implements (Code of the Town of Vinton,
Section 62-83);
WHEREAS, by the enactment of SB 757 during the last session of the General
.4iseg,bill -t.erq,.] 4,sii-tt,41% 4validated all jxisfil� I - , the Ge i 1 r- i J_+T4
ol pneumatic guns in or within private property with permission of the owner or legal possessor
of the property when conducted with reasonable care to prevent a projectile from crossing the
bounds of the property;"
WHEREAS, the prohibition of the discharge of air -guns and similar pneumatic weapons
in the Town is a prudent measure that helps ensure the public safety, health, and welfare,
especially given the Town's high population density of 2,500 persons per square mile, and the
narrowness and small size of many lots within the Town;
WHEREAS, pneumatic guns include rifles and pistols that fire 22 caliber pellets the same
caliber as the smallest rifle caliber, and they reportedly have killing power at close range and the
ability to kill small animals at fifty yards;
WHEREAS, the "reasonable care" requirement enacted by the General Assembly works
only so long as a shooter does not miss the backstop that is intended to provide the reasonable
care;
WHEREAS, law enforcement officers are concerned that the resemblance of sorn,-,
pneumatic weapons to even more lethal weapons will cause problems for officers responding to
calls, and having to make split-second decisions about how to respond appropriately;
I Irl 'I W
pill 1-marm
1. Council expresses its extreme displeasure at the enactment of the General
Assembly of Senate Bill 757.
2. Council calls upon the General Assembly to repeal Chapter 832 of the Virginia
Acts of Assembly, 2011 Reconvened Session, which enacted Senate Bill 757.
I The Town Clerk is directed to send attested copies of this Resolution to the
Governor and to all members of the General Assembly,
This resolution shall be effective from and after the date of its adoption.
This resolution adopted on motion made by Council Member and seconded by
Council Member , with the following votes recorded:
LUM-1
IN
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON
TUESDAY, SEPTEMBER 6, 2011, AT 7:00 P.M., IN THE COUNCIL CHAMBERS OF
THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA.
AN ORDINANCE to amend § 62-83, Discharging airgun, bow, gravel shooter, of
Article V, Weapons, of Chapter 62, Offenses and Miscellaneous Provisions, of the Vinton Town
Code and providing for an effective date.
BE IT ORDAINED by the Town Council of the Town of Vinton that § 62-83, of Article
V, Weapons, of Chapter 62, Offenses and Miscellaneous Provisions, of the Vinton Town Code is
hereby amended and reenacted to reflect recent amendments to Virginia Code § 15.2-915.4
(1950), as amended, as follows:
(a) No person shall, anywhere within the town, discharge an arrow, shot, stone, gravel,
beget 1313, pellet, paintball, or any similar thing object from aRy ai a pneumatic
_
gun, bow, gravel sheetef or other similar instrument except as authorized by this
ordinance. For the purpose of this section, "pneumatic Run" means any implement
designed as a Run that will expel a 1313, p��.Ilet paintball, or similar obiect by action of
pneumatic pressure.
(b) Pneumatic Runs, bows, and other similar instruments may be used at facilities
Anproved for shooting ranges, or other property where firearms or bows may be
4i�scharRed lawfully, or on or within private p opertv with permission of the owner or
legal possessor. Use thereof must be conducted with reasonable care to prevent a
Droiectile from crossing the bounds of the pLopertv. "Reasonable care" means that
ihe'gun is being- discharged so that the proiectile will be contained on the propgrbLby
a backstop, earthen embankment, or fence. The discharge of vroiectiles across the
bounds of the property shall create the rebuttable presumption that the use of the
pneumatic Run or bow was not conducted with reasonable care. Minors may use
such instruments only under the following conditions:
1. Minors under the age of 16 must be Supervised by a parent, guardian, or other
adult supervisor approved by the -parent or guardian and shall be responsible
for obeying all laws, regulations, and restrictions governing the use thereof.
2. Minors 16 years of age and older must have the written consent of aparent or
guardian and shall be responsible for obevin all laws, regulations, and
restrictions governing the use thereof.
A violation of this section shall constitute a elass 4 class 3 misdemeanor,
This Ordinance adopted on motion made by Council Member
and seconded by Council Member , with the following votes recorded:
F.I%VWI
I
0 FAISNI'Ll ININ
MEW��. & ,�
Susan.'N. Johnson, Town Clerk
15L
AN ORDINANCE updating and amending Article 11, Noise, of Chapter 34,
Environment, to reflect the Supreme Court of Virginia's ruling in Tanner v. City of Virginia
Beach.
NO'W, THEREFORE, BE IT ORDAINED that Chapter 34, Environment, Article 11,
Noise, §§ 34-21 through 34-24 and 34-26 through 34-27 are amended and reenacted and § 34-25
is deleted and reserved as follows:
li ITlqg� . . I 11 # #
At certain levels, noise can be detrimental to the health, welfare, safety, Peace, and
quality of life of the citizens of the Town of Vinton, and in the Public interest, noise should be
controlled. Therefore, it 4-is hereby declared to be the public policy of the town to promote an
environment for its citizens free from noise that jeopardizes their health or welfare or degrades
the quality of life.
The following words, terms and phrases, when used in this article, shall have the
meanings ascribed to them in this section, except where the context clearly indicates a different
meaning:
Dwelline Unit shall mean one or more rooms arranged, designed, or intended to be
occupied as separate living quarters by one or more persons and including permanent provisions
for living,, sleeT)in2,-,q �in , cooking, and sanitation.
Emergency workmeans work made necessary to restore property to a safe condition
following a public calamity, or work required to protect persons or property from immediate
exposure to danger, including work performed by public service companies when emergency
inspection, repair of facilities or restoration of services is required for the immediate health,
safety or welfare of the community.
Motor vehicle means the following self-propelled vehicles: passenger cars, trucks, truck -
trailers, semitrailers, campers, racing vehicles, and any motorcycles including, but not limited to,
motor scooters, minibikes, all -terrain vehicles and three-wheelers, as defined in Code of
Virginia, § 46.2-100.
1
Noise or noise disturbance means any sound which (a) endangers or injures the safety or
health of any person3; Q2) disturhs a causes or tends to
cause ". 94verse i.syjA_*J* I *r DF&y,5i*l*gir_2l Pffect *x ".v I-ers,*& *,r
gicq.
negatively impacts the value of personal or real property.
Owner means the person owning, controllingor possessing land,_premisesor Dersonaltv,
Person means any individual, corporation, cooperative partnership, firm, association,
trust, estate, private institution, group, agency or any legal successor, representative, agent or
agency thereof
Plainlv audible shall mean any sound that can be detected by a person using his or her
unaided hearing, faculties.
Public Proper means any real property owned or controlled by the county or any pther
governmental entity.
Sound means an oscillation in pressureparticle displacement, Darticle velocity, or other
physical parameter, in a medium with internal forces that cause compression and rarefaction of
that medium, and which propagates at finite speed. The description of sound may include any
characteristic of such sound including, duration, intensity, and frequency
.
Sound-amplifvink equipment means any machine, device, or equipment for the
amplification of the human voice, music, or other sound as defined herein. This term shall not
include warning devices on authorized emergency vehicles or horns or other warning devices on
other vehicles used only for traffic -safety purposes.
m3MMUM M,
(1) The emission of sound for the purpose of alerting persons to the existence of
an emergency or to the emission of sound in the performance of emergency
work.
(2) Music, bells, chimes or other sounds which are emanating from a church,
temple, synagogue or other place of worship.
(4) Sound generated by activities which are an official or approved part of the
Vinton Dogwood Festival, or any other town -approved festival or activity.
(5) Sound generated in M-1, M-2 and B-G zoning districts which are necessary
and incidental to the uses permitted therein.
(6) Sound for which a variance has been granted in accordance with section 34-
27,
(7) Religious or Dolitical wrings and other activities nrotected by the First
Amendment to the United States Constitution.
(8) Sounds P-enerated bv airolanes and trains.
;Ifflv�► #M
A violation of any provision of this article shall constitute a misdemeanor on the
following schedule:
(1) First violation: class 4 misdemeanor.
(2) Second violation: class 3 misdemeanor.
(3) Third violation: class 2 misdemeanor,
(4) Fourth and any future violation: class I misdemeanor.
Each separate act on the Dart of the Derson violatin2 this article shall be deemed a
seDarate offense. and each day a violation is permitted to continue unabated shall constitute a
SeDarate offense.
I V" MtRIM
Reserved.
The following acts are declared to be noise disturbances in violation of this article. The
acts so specified shall not be deemed to be an exclusive enumeration of those acts which may
constitute a noise disturbance under section 34-25 and provided that the acts so specified as
f*1111'Av's *f
day such acts take place:
(1) Engaging in, or operating or causing to be operated any equipment used, in
the construction, repair, alteration or demolition of buildings, streets, alleys
or appurtenances thereto., except for emergent work, between the hours of
9:00 p.m, and 7:00 a.m. the following day. The use of construction vehicles
3
for transportation to and from an active construction site may be done at any
time.
(2) Repairing, rebuilding or modifying any motor vehicle or other mechanical
device between the hours of 9:00 p.m. and 7:00 a.m. the following day in a
manner as to be plainly audible across property boundaries.
(3) Loading or unloading trucks in the outdoors within 100 yards of aresiden
between the hours of 9:00 p.m. and 7:00 a.m. the following day. I
(4) Sounding the horn or warning device of a vehicle, except when necessary as
a warning during the operation of the vehicle.
(5) Operating or permitting the use or operation of any radio receiving s
musical instrument, television, phonograph or any other device for
production of sound, between the hours of 9:00 p.m. and 7:00 a.m.
following day, in such a manner as to be plainly audible across prope
boundaries or through partitions common to two residences within
building or plainly audible at a distance of 50 feet or more from such devic]
(6) Using er- epefa4ing a leiadspeaker- or- ethef sound amplific-i-Aion deAee in -a
fixed or- tnevaWe pes-Aien exter-ief te any biii1di—e" _. ....—tted idpon ffily
metef vehiele er- metmted in Ihe ifAerief OP
. a building v4th the intent-04
pfeviding sefviee te an ex4efier- e&ea fef th PuTese of eeniffiefeial
advet4ising, giving instfuetion, infefma4ien, .., talks, ddresses,
leetwes pie ifhment to any persons of assemblage of per -so
iding ent
U-4�A' A 17.AA
publie -pfope een the houfs of 900 p.m. an
er
4t, I .I.e follloAzing day. Using or oDeratinp. on the inside or outside of any
store shop, business establishment, warehouse, or commercial buildingm --y
loudspeaker, sound amplif roducing, or
ying equi ment, or other sound D
reproducing device canable of emitting music, noise. sounds, tapes. or voice
in such a manner that it is t)lainlv audible at a distance of 50 feet or more
from the store, shot), business establishment, warehouse or commercial
building unless it is used only intennittentIv for announcing or -PAgiM an
individual or unless it signals the ringing of a telenhone, danger from
smoke, a fire, or a burglary. or the begmm'ng or stoppLing of work or school,
or unless it is operated in accordance with conditions of zoning.,
(7) Playing or Dermitting the Waving of any radio, stereo, tape vlaver,_c�act
disc player, loud snea
ker, sound -am Dlifying equipment, or other electronic
device or mechanical eouioment used for the amplification of sound within a
motor vehicle and which is plainly audible from outside the motor vehicle at
a distance of 50 feet of more from the vehicle. This vrovision shall not
a,ot)lv to sirens, loud speakers, and emergency communications radios in
0
Public safety vehicles: nor shall this provision aMIv to motor vehicle alarms
or other security devices.
(,'9(8) Using or operating any motor vehicle without factory -installed mufflers or
their equivalent, on private property within a residential use district.
of other- deviee fef the pfeduefieft ef setmd in a melef ve..Wlp A* -A 419-Ai4 MP
ie-4 A.
Stiffilei the eeeupants ef other- vehieles, the eeei+pa*tsef
fesidenees er busifiesses, er pedesi.i_... --seflable Pfemimity te Stleh
tef vehiele, To allow noise between the hours of 9:00 r).m. and 7:00 a.m.
that is Wainlv audible either inside the confines of the dwelling unit, house,
or partment of another verson or at a distance of 50 feet or more.
0 0) Allowing any animal (except farm animals in agricultural districts) to create
noise that is plainly audible at least once per minute for ten consecutive
minutes 6) inside the confines of the dwelling unit, house, or apartment of
another or 6i) at a distance of 50 feet or more from the animal. This
provision shall not ai)l)lv if the noise is due to harassment of or irripa to the
animal, or due to a tresvass upon the premises where the animal is located.
0 1) Creating_plainly audible noise in residential areas between 9:00 v.m. and
7:00 a.m. in connection with lawn care, leaf removal. P-ardeningtree
maintenance or tree removal, and other landscaping, lawn, or timbering
activities.
(12) Failing to deactivate an alarm system plainly audible at a distance of 50 feet
or more from such alarm within 30 minutes of hearinp, the alarm or
receiving notice of the alarm's activation.
(a) Any person responsible for a noise sew:ee or noise disturbance may apply to th*
town council for a variance or partial variance from the provisions of this article. The town
council may grant such variance or partial variance if they find that:
(2) Compliance with the provisions of this article from which variance is sougM
would produce serious hardship without producing equal or greater benefit to
the public.
(3) In determining whether to grant such variance, the town council shall
consider the time of day the noise will occur, duration of the noise, whether
5
the noise is intermittent or continuous, its extensiveness, the technical and
economic feasibility of bringing the noise into conformance with this article
and such other matters as are reasonably related to the impact of the noise on
the health, safety and welfare of the community and the degree of hardship
which may result from the enforcement of the provisions of this article.
(4) No variance or partial variance issued pursuant to this article shall be grant
for a period to exceed one year, but any such variance or partial variani
may be renewed for like periods if the town council shall find such renew
is justified after again applying the standards set forth in this article.
renewal shall be granted except upon application therefor.
This ordinance adopted on motion made by Council Member and seconded
by Council Member , with the following votes recorded:
Bradley E. Grose, Mayor
ATTEST:
Susan N. Johnson, Town Clerk
0
TO: Christopher S. Lawrence, Town Manager
FROM: Barry W. Thompson, Treasurer
DATE: August 31, 2011
SUBJECT: Application Hosting and Technology Support Systems and Services
Agreement
ISSUE/PURPOSE: To authorize the Town Manager to sign an agreement between ACS Enterprise
Solutions, Inc. ("ACS") and the Town of Vinton for application hosting and
technology support system and services for the ACS Financial Application
Software,
ACTION
REQUESTED: To authorize the Town Manager to sign the agreement between ACS Enterprise
Solutions, Inc, for the three (3) year period beginning October 1, 2011,
JUSTIFICATION/: The concept ot'application hosting and technology support and application service
support was discussed with Council during our recent Budget Work Sessions. The funding has been put
in the budget for the first year. The Finance Department would be terminating our current Software
Service/Support Agreements with ACS and IBM for Support on the AS400. The AS400 would be
retired which was purchased in February 2003. The software would be hosted over the Internet. ACS
would also provide our disaster recovery in the event of a system failure which at the current time we
are very limited. They would be doing our backups and providing all updates to the software on a
timely basis which currently we have been relying on Town personnel and have found that the updates
have not been done properly and the system is lacking in feat ures/capabi I iti es that should be available to
our employees. Ifthe agreement is signed in September we will move to the hosting of the application
software in October and be off of the AS400 by the end of October, I am looking for some possible
buyer for the AS400 to see if there is any potential value that can be salvaged from the equipment.
SUMMARY:
DATE ACTION
NEEDED: September 6, 2011
TOWN MANAGER'S
COMMENTS:
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON
T
I`I,ESDAY, SEPTEMBER 6, 2011 AT 7:00 P.M., IN THE COUNCIL CHAMBERS OF
THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON,
VIRGINIA
WHEREAS, the Town of Vinton Finance Department strives to keep all essential financial
application software updated and in the most current release to town employees,
and
WHEREAS, the current AS400 Computer System was purchased in February 2003 and has
come to the end of its useful life, and
WHEREAS, the Finance Department will update the current AS400 and the ACS Financial
Software by entering into an Application Hosting and Technology Support
Systems and Services Agreement, and
WHEREAS, the Vinton Town Council will authorize the Town Manager to enter into a three
(3) year Agreement with ACS Enterprise Solutions, Inc., 8260 Willow Oaks
Corporate Drive, Fairfax, VA 22031 ("ACS") beginning October I . 2011, and
WHEREAS, ACS will invoice the Town $2,988 monthly according to the Agreement and the
funds are already appropriated in the FY 2011-12 Budget, and
WHEREAS, the remaining balance on the contract will need to be included in future budgets
until the expiration of the contract, and
NOW THEREFORE, BE IT RESOLVED, that the Town Council of theTown of Vinton does
hereby grant approval to the Town Manager to enter into the Application Hosting and
Technology Support Systems and Services Agreement with ACS and expend the necessary funds
as set forth by this Resolution.
Funds Appropropriated in FY 11 - 12 Budget (8 Months beginning October 1, 2011)
Expenditure Accounts
200.1214.306 Contractual Services 14,790
300,9400.305 Contractual Services 12,10
26,892
This Resolution adopted on motion by Council Member seconded by Council
Member , with the following votes recorded:
AYES:
I Us
Bradley E. Grose, Mayor
ATTEST:
Susan N. Johnson, `Town Clerk
A KI V a I A Ly., 10 M1 0 1 t ky Lei 1 Mxl" It
This agreement for application hosting and technology systems and services ("Agreement") is entered
into by and between ACS Enterprise Solutions, Inc., 8260 Willow Oaks Corporate Drive, Fairfax, VA
22031 ("ACS") and Town of Vinton 311 S Pollard Street Vinton, VA 24179 ("Customer").
ACS and Customer ("the parties".) agree as follows:
1. SERVICES ACS agrees to provide to Customer the information technology products ("System")
and perform for Customer the Services, including remote hosting ("Services") described in the Statement
of Work, which is attached to and incorporated by reference in this Agreement as Schedule A, in
accordance with the terms and conditions set forth in this Agreement.
2. TERM This Agreement is effective on October 1, 2011 ("Effective Date") and shall continue
through September 30, 2014 unless otherwise extended or terminated by the parties in accordance with
the provisions of this Agreement ("Term"). At the end of the Term, the parties agree that this Agreement
may automatically be renewed for an additional three (3) years ("Extended Term"), subject to the
termination provisions of this Agreement, and a mutual agreement of a revised pricing schedule.
3. SUPPLEMENTAL SYSTEMS AND SERVICES Any additional services that are not within the
scope of Services set forth in Schedule A or any information technology products that are not provided as
part of the System (as listed in Schedule A) may be ordered under a Supplemental System/Services Order
("SSO"), a sample of which is attached as Exhibit I to Schedule A. Upon request, ACS will provide to
the Customer a detailed proposal defining, documenting, and quantifying the SSO for review and
approval by the Customer. Customer will be responsible for timely response to the SSO proposal. Each
SSO shall be subject to the terms and conditions of this Agreement, as supplemented by the terms and
conditions of the SSO (including any applicable payment terms). ACS will not be required to perform
any services or provide any information technology products that are not specifically set forth in
Schedule A as part of the System or set forth in an SSO signed by both parties. Services performed under
an SSO may be performed either on a time and materials (T&M) or fixed fee basis, as specified in the
SSO.
4. PAYMENT Customer agrees to pay ACS for the System in accordance with the provisions for
payment set forth in Schedule A. ACS shall submit an invoice to Customer for each payment due. and
Customer agrees to pay each invoice within thirty (30) calendar days after receipt. Customer also agrees
to pay late charges of one and one half percent (1.5%) per month of any balance due to ACS that is
outstanding for more than thirty (30) calendar days.
S. EXPENSES Specific types of expenses that will be reimbursed by Customer are listed in Schedule
A and are subject to any limits set forth in Schedule A. ACS will bear sole responsibility for all other
costs and expenses incurred by ACS in connection with delivery of the System and performance of the
Services. Expenses will be listed in each invoice. Upon request, ACS will support a request for
reimbursement of expenses with receipts or other reasonable documentation.
AACS
A XWW rk,, Colowl SYSTEMS AND SERVICES AGREEMENT
6. TAXES If Customer is by law exempt from property taxes or sales and use taxes, those taxes will
not be included in invoices submitted to the Customer under this Agreement. ACS may be considered a
limited agent of the Customer for the sole purpose of purchasing goods or services on behalf of the
Customer without payment of taxes from which Customer is exempt, If ACS is required to pay taxes by
determination of a proper taxing authority having jurisdiction over the System or Services provided under
this Agreement, Customer agrees to reimburse ACS for payment of those taxes,
7. DELIVERY AND ACCEPTANCE ACS will arrange for delivery of any hardware to the
appropriate Customer installation site(s), as set forth in Schedule A. Shipment of hardware shall be
F.O.B. to the receiving point at each installation site. ACS will pay reasonable transportation and
insurance charges for hardware delivered to the receiving point at each installation site. All requirements
for acceptance and testing of the Services and System or any System components shall be set forth in
Schedule A. Customer shall provide ACS resources with reasonable access to Customer facilities for
provision of Services, as well as secure storage areas for materials, equipment, and tools,
8. PROPRIETARY INFORMATION The parties understand and acknowledge that, in the course of
performing the Services, each party will have access to proprietary and confidential information of the
other party, Therefore, the parties have signed (or will sign contemporaneous with execution of this
Agreement) and will be bound throughout the Tenn and any Extended Tenn of this Agreement by a
standard ACS Nondisclosure Agreement, which is attached to and incorporated in this Agreement by
reference as Schedule B.
9. RELATIONSHIP OF THE PARTIES This Agreement shall not constitute, create, give effect to,
or otherwise imply a joint venture, partnership, or business organization of any kind. ACS and Customer
are independent parties, and neither party shall act as an agent for or partner of the other for any purpose.
Nothing in this Agreement shall grant to either party any right to make any commitments of any kind for
or on behalf of The other party without the prior written consent of the other party. ACS shall not be
restricted from providing products or performing services for others and shall not be bound to Customer
except as provided under this Agreement,
10. SYSTEM OWNERSHIP AND RIGHTS The System provided under this Agreement includes
technical information, software programs for computers or other apparatus, designs, specifications,
drawings, records, documentation, reports, materials, concepts, plans, inventions, data, discoveries or
adaptations, creative works, trade names or trade marks, and works of authorship or other creative works
(written, oral, or otherwise expressed) that are delivered to Customer or developed, conceived, or
acquired by ACS, ACS employees, or by the authorized agents or subcontractors of ACS as a part of the
Services, including derivative works (individually and collectively "ACS Intellectual Property"). The
Services shall not be considered a "work for hire" under United States copyright laws or other
intellectual property laws, and all rights, title, and interest in ACS Intellectual Property shall vest solely
in ACS. Customer understands and agrees that all ACS Intellectual Property (including all software
upgrades, modifications, and customizations} provided under this Agreement shall at all times remain the
property of ACS. The provisions of this Section shall survive termination of this Agreement.
11. OWNERSHIP, USE, AND RETURN OF DATA All information, records, documents, files, data,
and other items relating to the business of Customer (including indexes, film, and other data created or
acquired by use of the System), whether prepared by Client or ACS or otherwise coming into the
possession of ACS in connection with performing the Services or otherwise during the term of this
Agreement shall remain the exclusive property of Customer. Customer may duplicate on electronic
media the data entered into the System. Customer will retain ownership of all data created by the use of
the System. Any requirement for data conversion shall be included in the Services set forth in Schedule A
or under the terms of an SSO.
A'Acs
SYSTEMS AND SERVICES AGREEMENT
12. LIMITED LICENSE TO USE ACS SOFTWARE To the extent required for the use of any ACS
software included in the System delivered to Customer under this Agreement, ACS grants to Customer a
limited, non-exclusive. non -transferable, revocable license to configure and use the ACS software
included in the System solely for the internal operations of Customer. This license is subject to any
additional terms, conditions, and obligations set forth in Attachment A. ACS represents and warrants
that ACS possesses all rights necessary to effectuate the license set forth in this Section. The license
granted under this Section does not include the right to grant sublicenses for the ACS software to any
third party, including other persons, agencies, or other governmental entities that are not parties to this
Agreement unless specifically set forth in Schedule A. Customer and its employees and agents will not
cause or permit reverse engineering of all or any portion of the System; will not distribute, disclose, loan,
market, rent, lease, or otherwise transfer to any third party any portion of the System without prior
written authorization by ACS: and will not export the software products in violation of federal export
laws or regulations. The provisions of this Section shall survive the termination of this Agreement.
13. DATA BACKUP Prior to ACS providing the System, Customer shall prepare and safeguard back-
up copies of all data that will be used in connection with the System. Throughout the Term, as a
convenience for Customer, ACS will perform regular daily backup of all Customer data located on ACS
provided servers or otherwise as part of the System or Services. ACS will use commercially reasonable
efforts to recover any lost or corrupted data resulting from ACS negligence, If ACS is unable to recover
any or all lost or corrupted data, the responsibility and liability of ACS for the loss of Customer data
shall be limited to restoring the data to the last provided daily back-up. ACS shall not be liable for
monetary damages or set-off for loss of Customer data or software. Except to the extent specifically
provided in this Section as part of the Services, Customer will be responsible for the integrity and content
of data contained in the System,
14. THIRD PARTY HARDWARE AND SOFTWARE All hardware and third -party software
components provided by ACS as part of the System are listed in Schedule A. Rights to commercial off -
the -shelf software Or any other hardware or software provided by third -party software vendors are subject
to the provisions the software licenses provided by those third -party software vendors, and Customer
understands and agrees that acceptance and use of this hardware and third -party software shall be deemed
acceptance of the terms and conditions of the licenses. Customer further agrees to use the third party
software in accordance with the terms of those licenses. For "shrink wrap" or "click -wrap" software,
Customer authorizes ACS to accept the terms of each license on behalf of the Customer when the
software is installed. To the maximum extent allowable by each of the third -party commercial hardware
and software vendors, Customer shall be entitled to all standard manufacturers warranties, guarantees, or
exchange policies for defective items. which are offered by the third -party hardware and commercial off -
the -shelf software manufacturers and vendors for items furnished under this Agreement. ACS explicitly
disclaims all warranties of merchantability and fitness for a particular purpose. ACS makes no other
express or implied warranties whatsoever with regard to any items or components of third -party hardware
or commercial off -the -shelf software,
15. INSURANCE If ACS performs any of the Services on Customer premises, ACS agrees to maintain
standard insurance coverage in accordance with its corporate policy, Upon request, ACS will provide
evidence of coverage on a standard ACORD form certificate of insurance.
16. RISK OF LOSS OR DAMAGE TO HARDWARE ACS will bear the risk of loss or damage to
any hardware while in transit to Customer installation site(s). Customer will bear all risk of loss or
damage to hardware after delivery to the installation site(s), unless the loss or damage is due to the
negligence or willful acts of ACS, its employees, agents, representatives, or subcontractors.
ACS
W=rLtu'v"SYSTEMS AND SERVICES AGREEMENT
17. PERFORMANCE AND PRODUCT WARRANTIES ACS warrants that: (a) performance of the
Services will not violate any agreement or obligation between ACS and any third party; (b) the System
delivered by ACS will not infringe on any copyright, patent, trade secret, or other intellectual property
rights or proprietary rights of any third party; and that (c) the Services will be performed in a professional
and workmanlike manner in accordance with generally applicable industry standards.
# � a �I a # # � • a a. # a � i i
sk
18. ACS SOFTWARE WARRANTY ACS warrants that during the Term any application software
components of the System that are developed and owned by ACS (including customized software
components) and furnished to Customer by ACS under this Agreement will be free from material errors
that would prevent the documented operational features of the System from functioning when used
properly under normal conditions and in accordance with the documentation and instructions for use
provided by ACS_ The provisions of this Section shall survive termination of this Agreement. The
limited warranty provided for ACS software under this Section shall not cover, and shall be void as to (a)
any third party hardware or software (including commercial off -the -shelf hardware and software)
provided to or used by Client in connection with the System; (b) any component on which maintenance
has been performed by a third party that has not been authorized in writing by ACS; (c) any component
that has been altered or modified by Customer or any third party that has not been authorized in writing
by ACS; (d) any component that is damaged due to the negligence or misconduct of Customer or any
third party; (e) any component that has been damaged as a result of failure to operate the System in
accordance with documentation or operating instructions provided by ACS, or (f) any failure due to force
majeure or exposure to unusual physical or electrical stress.
19. REMEDIES UNDER SOFTWARE WARRANTIES If any component of the System covered
by the limited warranties provided under this Agreement is believed to be defective, Customer shall give
ACS prompt written notice that identifies each defect with specificity. ACS will investigate and verify
each reported defect. Upon verification by ACS of a reported defect, ACS shall (as determined by ACS
in the sole discretion of ACS) repair, replace, or otherwise correct each verified defect at no cost to
Customer. The parties understand and agree that the remedy determined and applied by ACS shall
constitute a complete and satisfactory remedy for each covered defect. The remedies provided under this
Section shall constitute the sole and exclusive remedies available to Customer for any defects in System
components. The provisions of this Section shall survive termination of this Agreement.
20. CUSTOMER WARRANTY Customer warrants, represent and covenants to ACS that Customer
will use the Services only for lawful purposes and in accordance with this Agreement; that all Customer
content, including the Customer data will not infringe on or violate any right of any third party (including
any intellectual property rights) or violate any applicable law, regulation, or ordinance.
0
AACS
SYSTEMS AND SERVICES AGREEMENT
21. NOTICE OF DELIVERY OR PERFORMANCE PROBLEMS If ACS encounters or
anticipates any significant difficulty in meeting any deadlines, providing any deliverables, performing
any of the Services under Schedule A, or meeting any other performance obligations under this
Agreement or in complying with the terms or conditions of this Agreement, or has knowledge that any
actual or potential situation or event will or is reasonably likely to cause interference with or delay the
timely performance of the Agreement, ACS will notify Customer immediately, identifying the problern(s)
and the corrective action(s) that will be taken. Customer agrees to cooperate with ACS in addressing any
difficulties or delays caused in whole or in part by circumstances in control of Customer or any third
party, including delay in the agreement to specifications for Services or change orders required to meet
Customer requirements. Neither party shall be liable for any failure or delay in performance under this
Agreement (other than for delay in the payment due and payable) to the extent the failure or delay is
beyond the reasonable control of the party and the party is without fault or negligence, including, without
limitation, failures caused by the other party or by third party suppliers, subcontractors, and carriers. The
party experiencing the difficulty shall give the other prompt written explanation of each occurrence.
22. FORCE MAJEURE Neither party shall be responsible for delays or failures in performance as a
result of limitations or problems inherent in the use of the Internet and electronic communications, force
majeure events, including but not limited to Acts of God, fire, flood, earthquake, weather, climate
change, elements of nature, war, terrorism, civil disturbance, labor disruptions or strikes, quarantines,
embargoes, or other governmental action, or cause beyond the reasonable control of a party ("Force
Majeure Event"). Upon the occurrence of a Force Majeure Event, the party that has experienced a delay
or failure of performance caused by the Force Majeure Event will be excused from further performance
or observance of the affected obligation(s) for as long as the extenuating circumstances prevail and that
party continues to attempt to recommence performance or observance whenever and to whatever extent
possible without delay. The party that experienced a delay or failure of performance caused by the Force
Majeure Event will immediately notify the other party and describe in reasonable detail the
circumstances causing the delay or failure of performance. The provisions of this Section shall survive
termination of this Agreement.
23. LIMITATIONS OF LIABILITY NEITHER PARTY SHALL BE LIABLE. UNDER ANY
CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY,
INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND RESULTING FROM THE
PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT
EVEN IF THOSE DAMAGES ARE ATTRIBUTED TO BREACH OF THIS AGREEMENT, TORT,
NEGLIGENCE, OR OTHER CAUSE OF ACTION. THE PARTIES AGREE THAT THIS
LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
NON -DIRECT DAMAGES OR IF, UNDER APPLICABLE LAW, NON -DIRECT DAMAGES ARE
CONSIDERED TO BE DIRECT DAMAGES, ACS SHALL NOT BE LIABLE FOR ANY FAILURE
TO REALIZE SAVINGS OR OTHER BENEFITS FROM THE SYSTEM OR SERVICES PROVIDED
UNDER THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT ACS HAS SET ITS PRICING
AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF
LIABILITY AND THE DISCLAIMERS OF WARRANTY AND DAMAGES SET FORTH IN THIS
AGREEMENT, AND THAT THESE LIMITATIONS AND DISCLAIMERS FORM AN ESSENTIAL
BASIS OF THE BARGAIN BETWEEN THE PARTIES. EXCEPT FOR AMOUNTS EXPRESSLY
DUE AND PAYABLE TO ACS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER
PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY FOR ANY CLAIMS,
PENALTIES OR DAMAGES, WHETHER IN CONTRACT, TORT, OR BY WAY OF
INDEMNIFICATION, IN AN AMOUNT EXCEEDING TWENTY FIVE PERCENT (25%) OF THE
FULL PRICE OF THE SYSTEM OR TWENTY FIVE PERCENT (25%) OF THE PAYMENTS FOR
ONE YEAR OF SERVICES, WHICHEVER IS GREATER.
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24. SYSTEM CONTROL DISCLAIMER Customer understands and agrees that ACS exercises no
control over, and shall have no responsibility or liability for, the content of the information passing
through ACS host computers, servers, network hubs and points of presence, or the Internet. Further,
ACS and its suppliers are not liable for any temporary delay, outages, or interruptions of the Services.
25. TORT AND PROPERTY DAMAGE CLAIMS Each party shall defend, indemnify, and hold
harmless the other party (and its successors, officers, directors, and employees) from any and all
liabilities, claims, and expenses of whatever kind and nature for injury to or death of any person or
persons and for loss of or damage to any real or tangible personal property occurring in connection with
or in any way incident to or arising under this Agreement, resulting in whole or in part from the negligent
acts or omissions of the indemnifying party. The indemnified party shall promptly notify the
indemnifying party, in writing, of any claim and shall reasonably cooperate with the indemnifying party
in the defense and settlement of the claim. The provisions of this Section shall survive termination of
this Agreement.
26. TERMINATION FOR BREACH OR DEFAULT BY ACS If ACS materially breaches any of
the terms and conditions set forth in this Agreement or fails to perform the obligations set forth in this
Agreement and fails to cure the breach or failure within forty-five (45) calendar days (or other reasonable
period stated in the notice) after receipt of written notice specifying the basis for the breach or failure to
perform, Customer may terminate this Agreement. Termination by Customer shall be effective upon
delivery of final payment to ACS of all sums due under this Agreement to the effective date of the
termination. Client agrees to discontinue use of all hardware, software, and other ACS-owned materials
no later than the effective date of termination and return the hardware, software, and other ACS-owned
materials to ACS within thirty (30) calendar days after termination.
27. TERMINATION FOR BREACH OR DEFAULT BY CUSTOMER If Customer materially
breaches any of the terms and conditions set forth in this Agreement or fails to perform the obligations
set forth in this Agreement and fails to cure the breach or failure within forty-five (45) calendar days (or
other reasonable period stated in the notice) after receipt of written notice specifying the basis for the
breach or failure to perform, ACS may terminate this Agreement for breach. Termination by ACS shall
be effective upon written notice to Customer. Customer agrees to discontinue use of all hardware,
software, and other ACS-owned materials no later than the effective date of termination and return the
hardware, software, and other ACS-owned materials to ACS within thirty (30) calendar days after
termination,
28. TERMINATION FOR LOSS OF FUNDING This Agreement is subject to termination for
convenience upon not less than thirty (30) days written notice to ACS if Customer has failed to receive
funds for the continued procurement of the Products or Services after every reasonable effort has been
made by Customer to secure the necessary funding and if no substitute arrangement is made by Customer
to obtain the same or similar System or Services from another source.
29. EFFECT OF TERMINATION ON OBLIGATIONS AND LIABILITIES Termination of this
Agreement for any reason will not affect any liabilities or obligations of either party arising before
termination or out of events causing termination, or any damages or other remedies to which a party may
be entitled under this Agreement, at law or in equity, arising from any breach or default,
30. SYSTEM TERMINATION FEE During the Term, if this Agreement is terminated by Customer
for any reason other than breach or default by ACS under Section 26 of this Agreement, or if this
Agreement is terminated by ACS due to a breach or default by Customer under Section 27 of this
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.XffMjL,C"" SYSTEMS AND SERVICES AGREEMENT
Agreement, Customer will pay to ACS within thirty (30) days after the date of termination the amount set
forth in Schedule A as a Termination Fee. The Termination Fee shall be calculated based on the number
of months remaining in the Term prior to, and without regard to, the date of termination.
31. NOTICES TO PARTIES Unless otherwise specified in this Agreement, all notices, requests, or
consents required under this Agreement to be given in writing shall be transmitted by facsimile, hand
delivered, or mailed (first class postage prepaid) to the person indicated below. Each party shall notify
the other, in writing, of any change in the designated addressee or related information.
To ACS: To Customer:
ACS Enterprise Solutions, Inc. Town of Vinton
8260 Willow Oaks Corporate Drive 311 S Pollard Street
Fairfax, VA 22031 Vinton, VA 24179
Attention: GSG Contracts Attention: Barry Thompson
32, DISPUTE RESOLUTION It is the intent of the parties that any disputes arising under this
Agreement be resolved expeditiously, amicably, and at the level within each party's organization that is
most knowledgeable about the relevant issues. The parties understand and agree that the procedures
outlined in this Section are not intended to supplant the routine handling of inquiries and complaints
through informal contact of the parties. Accordingly, for purposes of the procedures set forth in this
Section, a "dispute" is a disagreement that the parties have been unable to resolve by the normal and
routine channels ordinarily used for resolving problems. Pending the final disposition of a dispute other
than a dispute arising out of the termination of this Agreement by either party, the parties shall, at all
times, proceed diligently with the performance of this Agreement. Before either party seeks any
remedies available at law, the parties shall sequentially follow the procedures set forth below:
(a) The complaining party will notify the other party in writing of the reasons for the dispute, and the
parties will work together to resolve the matter as expeditiously as possible. A formal written
response will not be required, but the responding party may put its position in writing in order to
clarify the issues or suggest possible solutions.
(b) If the dispute remains unresolved fifteen (15) calendar days after the delivery of the complaining
party's written notice, a senior representative of ACS and the Customer (or a representative of
Customer who has authority to act to resolve the dispute) shall meet or participate in a telephone
conference call within ten (10) business days of a request for the meeting or conference call by
either party to resolve the dispute.
(c) If the parties are unable to reach a resolution of the dispute after following these procedures, or if
either party fails to participate when requested, then the parties may pursue any remedies
available under this Agreement.
33. COMPLIANCE WITH LAWS AND REGULATIONS Each party acknowledges that certain
local, state, and federal laws and regulations apply to the parties and Services under this Agreement, and
each party agrees to comply with all applicable federal, state, and local laws, ordinances, and
regulations. Any specific applicable requirements for compliance or certifications of compliance with
particular local, state, or federal laws or regulations are set forth in Attachment A, incorporated by
reference and made a part of this Agreement.
34. HEADINGS The section HEADINGS used in this Agreement are merely for reference and have
no independent legal meaning and impose no obligations or conditions on the parties,
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35. NON -SOLICITATION OF EMPLOYEES Neither party shall, without the prior written consent
of the other party, knowingly solicit, recruit, hire, or otherwise employ or retain any employee of the
other party Who is performing or has performed any of the Services under this Agreement during the
Tenn of this Agreement, This restriction includes former employees of ACS who have performed any of
the Services during the term of this Agreement. This restriction shall survive the termination or
expiration of this Agreement for a period of one (1) year. The provisions of this Section shall not restrict
in any way the right of either party to solicit or recruit generally in the media, and shall not prohibit
either party from hiring an employee or former employee of the other party who responds to any public
advertisement or who otherwise voluntarily applies for hire without having been personally solicited or
recruited by the hiring party.
36. ASSIGNMENT AND SUBCONTRACTING This Agreement shall be binding on the parties and
each party's successors and assigns. ACS may assign or otherwise transfer this Agreement and any
rights, duties, or obligations under this Agreement to a corporate parent, subsidiary, or affiliate of ACS.
Any attempt to make any other assignment without prior written consent of the Customer shall be void.
ACS may provide for the delivery of all or part of the Services through the use of subcontractors. ACS
shall notify Customer of work being performed by any subcontractor that performs work on the premises
of Customer and shall ensure that the insurance requirements that apply to ACS under this Agreement
apply to and are complied with by each subcontractor.
37. SEVERABILITY If all or part of any term or condition of this Agreement, or the application of
any term or condition of this Agreement, is determined by any court of competent jurisdiction to be
invalid or unenforceable to any extent, the remainder of the terms and conditions of this Agreement
(other than those portions determined to be invalid or unenforceable) shall not be affected, and the
remaining terms and conditions (or portions of terms or conditions) shall be valid and enforceable to the
fullest extent permitted by law. If a judicial determination prevents the accomplishment of the purpose
of this Agreement, the invalid term or condition (or portions of terms or conditions) shall be restated to
conform to applicable law and to reflect as nearly as possible the original intention of the parties.
38. WAIVER OR FORBEARANCE Any delay or failure of either party to insist upon strict
performance of any obligation under this Agreement or to exercise any right or remedy provided under
this Agreement shall not be a waiver of that party's right to demand strict compliance, irrespective of the
number or duration of any delay(s) or failure(s). No term or condition imposed on either party under this
Agreement shall be waived and no breach by either party shall be excused unless that waiver or excuse of
a breach has been put in writing and signed by both parties. No waiver in any instance of any right or
remedy shall constitute waiver of any other right or remedy under this Agreement. No consent to or
forbearance of any breach or substandard performance of any obligation under this Agreement shall
constitute consent to modification or reduction of the other obligations or forbearance of any other
breach.
39. INJUNCTIVE RELIEF The parties recognize that a remedy at law for a breach of the
provisions of this Agreement relating to proprietary and confidential information, the unauthorized use of
any trademark, copyright, or other intellectual property of ACS, or solicitation of ACS employees or
business customers may not be adequate for protection of ACS, and accordingly ACS shall have the right
to seek injunctive relief to enforce the provisions of this Agreement, in addition to any other relief and
remedies available.
40. CUMULATIVE REMEDIES All remedies available to either party for breach of this Agreement
by the other party are and shall be deemed cumulative and may be exercised separately or concurrently.
The exercise of a remedy shall not be an election of that remedy to the exclusion of other remedies
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available at law or in equity, If any legal action is necessary to enforce the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney fees in addition to any other relief to which that
party may be entitled,
41. GOVERNING LAW This Agreement shall be governed by, interpreted, construed, and enforced
in accordance with the laws of the State of New York, without reference to the principles of conflict of
laws. Lawsuits brought solely for injunctive relief may be brought in any court of competent jurisdiction.
42. ENTIRE AGREEMENT The contents of this Agreement (including the Statement of Work, the
Nondisclosure Agreement, and any other schedules or attachments to this Agreement that are referred to
and incorporated in this Agreement by reference) constitute the entire understanding and agreement
between the parties and supersede any prior agreements, written or oral, that are not specifically
referenced and incorporated in this Agreement. The terms and conditions of this Agreement shall not be
changed or modified except by written agreement signed by both parties.
IN WITNESS WHEREOF the authorized representatives of the parties execute this Agreement:
Town of Vinton ACS Enterprise Solutions, Inc.
Authorized Signature Authorized Signature
Name and Title (Type/Print) Name and Title (Type/Print)
AACS
SYSTEMS AND SERVICES AGREEMENT
Me"Willm
This Statement of Work describes the Systems and Services that ACS will provide to Customer under the
terms and conditions of this Agreement. In accordance with the provisions of Section 3 of this
Agreement, any additional services that are not within the scope of Services set forth in this Schedule A
or any information technology products that are not provided as part of the System (as listed in this
Schedule A) may be ordered under a Supplemental System/Services Order (-SSO"), a sample of which is
attached as Exhibit I to this Schedule A.
The license issued under Section 12 of this Agreement is for ACS application software to be used for the
daily operations of the Customer. The following ACS software is provided to the Customer under this
Agreement and included in the license during the Term of this Agreement:
NewVision Government Financial System (GFS)
NewVision Government Purchase Order System (PO)
NewVision Government Accounts Payable System (AP)
NewVision Government Payroll System (PR)
NewVision Government Cash Receipts System (CR)
NewVision Government Capital Assets System (CA)
NewVision Government Utility Billing System (UB)
NewVision Government Business License Software (BL)
1.1 Software License and System Upgrades
The System is licensed to Customer for up to twenty one (21) concurrent users who will be
identified in writing by the Customer ("Users"). User access to hosted modules of the System
will be provided during the Term of this Agreement via remote connectivity to an ACS Data
Center facility where all programs and data will be securely stored and accessible.
All User access to the System shall be controlled by user names and passwords issued by ACS to
Customer from time to time upon request by Customer. Each user narne and password will be
unique to each User designated in writing by the Customer as an authorized User. Customer shall
be solely responsible for the security of the user names and passwords issued to Users. Any
access to the System using user names and passwords will be deemed access by Customer.
All software upgrades for the System will be provided to Customer at no additional charge
during the Term of this Agreement. Upgrades are implemented at ACS discretion in accordance
with the standard ACS general release schedule for upgrades, which is subject to modification by
ACS at ACS discretion from time to time.
The System will be modified by ACS to comply with changes in functional requirements that are
mandated by State or Federal law or regulation applicable to the Customer (for example, W2 and
1099 processing for payroll and accounts payable that are handled by or within the ACS System).
The ACS Account Manager will fully review all proposed System modifications with Customer
to understand the nature of the requirements and proper handling within or exterior to the
System.
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SYSTEMS AND SERVICES AGREEMENT
System modifications will be provided by ACS as long as they can reasonably be integrated into
the base system architecture. If, in the sole judgment and discretion of ACS, any mandated
requirement would cause major modification to either the data structure or the base process flow
architecture of the System, ACS will inform the Customer of options, which may include
additional cost. In this circumstance, ACS will only be obligated to modify the System under the
provisions of an SSA} that is agreed to by the parties.
ACS data center personnel and the ACS Account Manager will coordinate and perform software
upgrades and file conversions for any base application enhancements or upgrades.
If a "custom" modification to the System is requested by the Customer (for example, a
functionality unique to the particular Customer environment, but not mandated or common to
other ACS customers), ACS will work with the Customer to develop detailed specifications. cost
estimates (using current ACS hourly rates), deliverables, and schedules. ACS will present a
written proposal and quote to the Customer for approval as an SSO before proceeding with any
work.
In the sole discretion of ACS, ACS may include third party software in the System. ACS will
inform the Customer of included third party items and will provide all necessary third party
software licenses required for use by Customer during the Term of this Agreement.
Unless otherwise specifically set forth in this Agreement or an SSO, ACS shall have no
responsibility for the correctness, performance, or functionality of third party program code used
in connection with the System or Services, The ACS Account Manager will provide assistance
and liaison to the third party vendors when required.
Upon termination or expiration of this Agreement, Customer shall (following all reasonable ACS
instructions) return all System materials and documentation to ACS.
Customer understands that the System will be hosted by ACS on remote data center computers.
ACS will provide a remote and highly secure data Center with computer processing and wide -
area network capabilities appropriate for the Services and System.
Response times experienced by Users will be maintained at commercially reasonable levels.
Response time will be monitored and tuned by ACS data center operations staff on ACS
controlled network, links, as needed. The Customer understands and agrees that ACS is not
responsible for network performance on network segments not under direct ACS control.
All equipment located in the ACS data center and communication equipment on the Customer
site needed to connect the Customer local area network to the ACS data center will be properly
maintained by ACS. Any maintenance or upgrade to this equipment that is required to provide
the System and Services under this Agreement, will be the responsibility of ACS.
ACS Services provided using the remotely hosted System will be provided through connection to
Customer equipment (directly or through the internal network or other infrastructure provided by
the Customer).
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SYSTEMS AND SERVICES AGREEMENT
The Customer agrees to provide a safe, secure, and adequate environment to house any ACS
equipment on the Customer site. Customer will inform ACS if any ACS items are damaged or
not operating properly.
ACS will be responsible for the repair or replacement of ACS equipment if ACS determines that
replacement is required to maintain System functionality, ACS equipment that is not operating
properly will be repaired or replaced within two (2) business days after Customer notifies ACS
of an equipment or System problem or failure.
0 Any equipment and software provided by the Customer (including all required User equipment,
communication infrastructure, and related software that is not included in the Customer Site
System under Section 2.3) will be the sole responsibility of the Customer ("Customer System
Components").
0 Customer will be responsible for establishing, maintaining, and renewing hardware maintenance
and support agreements for Customer System Components. The Customer will provide security
for all Customer System Components.
During the term of this Agreement, any upgrades, changes, or additions to Customer System
Components (including network or other infrastructure environment that affects connectivity
with remote System or Customer Site System components or communication infrastructure) must
be reviewed and approved by ACS. Any upgrades, if approved by ACS, will be at Customer
expense unless otherwise mutually agreed as part of an SSO. If any Customer changes inhibit the
ability of ACS to provide any Services under this Agreement, ACS will work with the Customer
on a best effort basis to resolve underlying technical issues. However, if a correction or
improvement is not available, the Customer agrees to restore the Customer System Components
to provide the previous levels of Service delivery.
During the term of this Agreement, any expenses for maintenance, replacement, or repair, of
Customer System Components will be at the sole expense of Customer.
2.3 ACS-Provided Customer Site Equipment and Software (Optional)
Unless all equipment and software used by the Customer will be provided by the Customer as Customer
System Components, the following ACS equipment and software will be provided to the Customer as
part of the System for use by the Customer on the Customer site ("Customer Site System"):
One (1) Cisco 881 Series Router
Customer will be responsible for the risk of loss or damage to the Customer Site System while
that equipment and software is located on the Customer site. The Customer will provide security
for the Customer Site System.
ACS will provide standard manufacturer warranty maintenance and support coverage for all
equipment supplied as part of the Customer Site System,
ACS will be responsible for all shipment costs and risk of loss during shipment for delivery to
Customer of Customer Site System components and any required replacement of Customer Site
System components.
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SYSTEMS AND SERVICES AGREEMENT
Customer shall use the Customer Site System solely for the purpose of using the Services under
this Agreement.
Customer will not move any ACS owned items or permit them to be moved from the original
installation location without notifying ACS. Upon the request of ACS, Customer shall make the
Customer Site System available to ACS during regular business hours for inspection at the place
where it is normally located and shall make all Customer records pertaining to the Customer Site
System available to ACS for inspection.
ACS will have no obligation to refresh the Customer Site System equipment or software-,
however, Customer may order a refresh of any component of the Customer Site System under an
SSO.
Customer shall not, without prior written permission from ACS, affix or install any accessory,
peripheral equipment, or device to any Customer Site System component (including, but not
limited to, anything that could impair an intended function or which cannot be readily removed
without causing damage). The Customer shall not permanently affix any Customer Site System
component to any real property if, as a result, that component would become a fixture under
applicable law.
Upon termination or expiration of this Agreement, the Customer shall return the Customer Site
System components to ACS (at ACS expense and in accordance with reasonable instruction for
shipment provided by ACS) in the same operating order, repair, CODdition, and appearance as
when received, except for normal wear and tear.
All data collected or provided by the Customer (in hard copy or any electronic format), including
all Customer data residing on remote ACS data center computers, will remain the property of
Customer. ACS will use the Customer data solely in connection with provision of Services
under this Agreement and for no other purpose without the prior., written permission of the
Customer.
Upon written request of the Customer at any time and (without request) upon termination or
expiration of this Agreement, promptly return to Customer (in the format and on the media then
in use) all or any requested portion of the Customer data.
ACS will not be required to convert or otherwise provide any Customer data for porting to other
applications under this Agreement unless expressly agreed as part of an SSO.
ACS will provide daily back-up of all Customer data located on remote ACS computers, All
back-ups will be stored in secure locations retrievable by ACS for Customer use when required.
o ACS shall be authorized to view and use for the provision of Services under this Agreement all
reports, data, or other material prepared by ACS or residing on any ACS equipment, but shall not
disclose, nor permit disclosure of, any information or data designated by the Customer as
confidential, except authorized recipients as specifically designated in writing by the Customer.
OW-jum
ACS support staff will be available daily from 8:00 am to 5:00 pm (CST), Monday through
Friday (other than ACS holidays) for remote support using an ACS toll free support telephone
number. Call-back time from ACS support will average at or under one (1) hour.
13
a All monitoring and support of the ACS wide area network communications environment and
ACS remote data center operations and security.
• ACS will not provide on -site support for any Customer Site System components as part of the
Services. Customer may request ACS on -site support under an SSO that specifies supplemental
on -site services requested and payment for services, travel, and related expenses.
• ACS will provide removal of spyware, adware, data mining, worms, malicious code, or other
infections on the Customer Site System or Customer System Components under an SSO.
Customer will assume the risk of any maintenance or support services on any portion of the
Customer Site System or Customer System Components that is not provided by ACS under the
terms of this Agreement (including an SSO),
5.0 Customer Responsibilities
Customer will designate a Customer employee as the designated primary Customer contact for
the ACS Account Manager for all service delivery issues (-Contract Administrator").
• The Contract Administrator will identify Customer personnel in each Customer division or
department that will be key contacts for the ACS support team for specific functions related to
the Services.
• The Contract Administrator will provide ACS with an up-to-date list of all authorized Users.
6.0 Payment for Services
During the Term of this Agreement, ACS will invoice for Services in advance each month
and Customer agrees to pay ACS the following fees for Set -vices:
Monthly Fee # of Months Annual Total
Year 1 $2,988-00 12 $35,861.00
Year 2 $3,101,00 12 $37,212,00
Year 3 $3,212,00 12 $38,544.00
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SYSTEMS AND SERVICES AGREEMENT
EXHIBIT I TO SCHEDULE A
Application Hosting and Technology Support Services Agreement
ACS Enterprise Solutions, Inc.
[FULL LEGAL NAME OF CUSTOMER]
This Supplemental Systems/Services Order ("SSO") is subject to the terms and conditions set forth in the
Agreement for Application Hosting and Technology Support Services (the "Agreement") between the
parties dated [INSERT AGREEMENT EFFECTIVE DATE].
1. SUPPLEMENTAL SERVICES/SYSTEMS ACS will provide the following supplemental
Services and Systems under this SSO:
2. DELIVERABLES ACS will provide the following specific deliverables under this SSO:
[INSERT THE SPECIFIC LIST OF DELIVERABLE
SYSTEM COMPONENTS OR SERVICES]
3, SCHEDULE OR SSO TERM ACS will provide the supplemental Services/Systems beginning
on ]INSERT START DATE] and according to the following schedule for delivery or termination date:
X.J A" &-) "TwM6171
OR TERMINATION OF SUPPLEMENTSL SYSTEMSISERVICES]
SYSTEMS AND SERVICES AGREEMENT
4. PAYMENT Customer will pay ACS as follows for the supplement Services/Systems to be
provided under this SSO:
In accordance with the provisions of the Agreement, and with the intent to amend the Agreement with the
provisions of this SSO, the authorized representatives of the parties execute this SSO:
Authorized Signature
Name and Title (Type/Print)
ACS Enterprise Solutions, Inc.
Authorized Signature
Name and Title (Type/Print)
Date Date
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IkACS
SYSTEMS AND SERVICES AGREEMENT
This mutual nondisclosure agreement ("Nondisclosure Agreement") is entered into by and between ACS
Enterprise Solutions, Inc., a Delaware corporation, 8260 Willow Oaks Corporate Drive, Fairfax, VA
22031 ("ACS") and Town of Vinton 311 S Pollard Street Vinton, VA 24179 ("Customer").
AC S and Customer (the "parties") understand and agree that either or both parties may disclose to the
other party trade secrets or other information of a confidential and proprietary nature ("Proprietary
Information") including, but not limited to, business plans, financial information, marketing and sales
information, contractual information, technical data and concepts, and operational information as part of
and related to the Application Hosting and Technology Support Systems and Services Agreement
between the parties effective October 1, 2011 ("Agreement").
In consideration of the mutual covenants and obligations set forth in this Nondisclosure Agreement, the
parties agree as follows:
1. TERM AND CONTINUING OBLIGATIONS This Nondisclosure Agreement is effective for
and during the Term of the Agreement, as defined in Section 2 of the Agreement. All obligations of the
parties under this Nondisclosure Agreement shall remain in effect for three (3) years after the termination
or expiration of the Agreement.
2. IDENTIFICATION OF PROPRIETARY INFORMATION At the time of disclosure, the
disclosing party shall clearly label any written or tangible material that is considered to be Proprietary
Information by the disclosing party. Oral information shall not be subject to any nondisclosure obligation
under this Nondisclosure Agreement unless identified as proprietary or confidential at the time of
disclosure, and unless that oral information (or a reasonable description or summary of the contents of
the oral information) is reduced to writing within three (3) business days after disclosure. Those
individuals identified in Section 32 of the Agreement ("Notices to Parties") shall be responsible for
receipt of the written summary of oral Proprietary Information for their respective party.
3. OWNERSHIP OF PROPRIETARY INFORMATION No title, license, intellectual property
rights, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppel)
to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the
disclosing party by the disclosure of Proprietary Information.
4. RELIANCE ON PROPRIETARY INFORMATION Each party understands and agrees that the
provision of Proprietary Information by the other party under this Nondisclosure Agreement does not
include, establish, or otherwise provide any express or implied representation or warranty as to the
accuracy or completeness of the disclosing party's Proprietary Information. Use of Proprietary
Information is subject to all obligations, warranties, limitations, and other applicable provisions of the
Agreement.
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5. OBLIGATIONS OF THE RECEIVING PARTY In addition to the duties imposed by criminal
and civil statutes (including applicable state trade secrets laws, federal patent and copyright law.,
applicable import and export control laws and regulations, and the Economic Espionage Act), the party
receiving Proprietary Information shall exercise all reasonable care to preserve and protect the
Proprietary Information from any unauthorized use, disclosure, or theft. For purposes of this
Nondisclosure Agreement, "reasonable care" shall be at least the same level of care and discretion that is
used by the receiving party to protect its own trade secrets or other confidential information. In any
event, the receiving party shall be non -negligent in handling the Proprietary Information disclosed by the
other party. In addition, the following specific obligations shall apply to all Proprietary Information
(a) Proprietary Information shall not be reproduced in any form except as required to accomplish the
intent of this Nondisclosure Agreement.
(b) The receiving party shall restrict access to the Proprietary Information to only those personnel of the
receiving party who directly participate in the activities covered by this Nondisclosure Agreement.
(c)The receiving party shall take reasonable steps to ensure that access to the Proprietary Information is
restricted to those persons who "need to know" the Proprietary Information in order to participate
in the discussions or other activities covered by this Nondisclosure Agreement.
(d)The receiving party shall notify the disclosing party, in writing, promptly after the receiving party
becomes aware of any unauthorized use, disclosure, or theft of the Proprietary Information and
shall identify the receiving party's actions to contain and prevent further unauthorized use,
disclosure, or theft of the Proprietary Information,
6. LEGAL PROCESS If a subpoena or other legal process concerning any Proprietary Information is
served upon a receiving party, the receiving party shall notify, in writing, the disclosing party promptly
upon receipt of the subpoena or other legal process. The receiving party shall cooperate with any lawful
effort by the disclosing party to contest the validity of the subpoena, to seek a protective order, or to
pursue other legal process to protect the Proprietary Information, The receiving party shall at all times
limit the disclosure of Proprietary Information to that which is required by law or legal process.
7. PUBLICLY AVAILABLE INFORMATION The receiving party shall not be liable for use or
disclosure of any Proprietary Information if that Proprietary Information was publicly known, was
publicly disclosed in a patent or copyright issued to the disclosing party (subject to applicable intellectual
or industrial property law rights and limitations), was provided to the government without restricted
rights, was in the public domain as a matter of law, or was available through no breach of this
Nondisclosure Agreement by the receiving party.
8. INFORMATION KNOWN TO RECEIVING PARTY The receiving party shall not be liable for
use or disclosure of any Proprietary Information if that Proprietary Information was already legally
known to the receiving party prior to receipt from the disclosing party.
9. INDEPENDENTLY DEVELOPED INFORMATION The receiving party shall not be liable for
the use or disclosure of any Proprietary Information if that Proprietary Information was independently
developed by the receiving party without breach of this Nondisclosure Agreement,
10. THIRD PARTY SOURCE The receiving party shall not be liable for use or disclosure of any
Proprietary Information if the Proprietary Information was obtained from a third party, and the third party
had an unrestricted right to disclose the Proprietary Information at the time the information was
disclosed.
V
AACS
A==C'C-W7 SYSTEMS AND SERVICES AGREEMENT
11. RETURN OR DESTRUCTION OF PROPRIETARY INFORMATION Upon termination or
expiration of this Nondisclosure Agreement, or upon request of the disclosing party, the receiving party
shall return to the disclosing party all Proprietary Information received during discussions or
performance of work under this Agreement. The disclosing party may direct in writing that the receiving
party destroy all copies and documentation of all or any part of the Proprietary Information and may
require certification of the destruction by the receiving party. If a party makes or prepares notes or other
written information while participating in activities under this Agreement, that party shall also give to the
disclosing party or destroy all of the notes or other written information that contain or describe the other
party's Proprietary Information.
12. APPLICABILITY OF TERMS AND CONDITIONS OF THE AGREEMENT The parties
understand and agree that the provisions of Section 32 ("Notices to Parties"), Section 33 ("Dispute
Resolution"), Section 35 ("Headings"), Section 37 ("Assignment and Subcontracting") with respect to
assignment, Section 38 ("Severability"), Section 39 ("Waiver or Forbearance"), Section 40 ("Injunctive
Relief "), Section 41 ("Cumulative Remedies"), Section 42 ("Governing Law"), and Section 43 ("Entire
Agreement") of the Application Hosting and Technology Support Systems and Services Agreement of
which this Nondisclosure Agreement is a part shall apply to and are incorporated by reference and made
a part of this Nondisclosure Agreement.
13. ENTIRE AGREEMENT The contents of this Nondisclosure Agreement constitute the entire
understanding and agreement between the Parties with respect to Proprietary Information and supersede
any prior agreements, written or oral, with respect to Proprietary Information that are not specifically
referenced and incorporated in this Nondisclosure Agreement or the Agreement. The provisions of this
Nondisclosure Agreement shall not be amended except by written agreement signed by both parties.
IN WITNESS WHEREOF the authorized representatives of the parties execute this Nondisclosure
Agreement:
Town of Vinton
Authorized Signature
Name and Title (Type/Print)
Z
ACS Enterprise Solutions, Inc.
Authorized Signature
Name and Title (Type/Print)
MRI-011 -
• NO
Participation
Participation Growth (2005 to 2011)
Annual Growth Rate (2005 to 2006)
Calendar Year 2010
Curb -Side Collection
Tipping Fee
Laticifill Diversipt CasIAv,*i4a*cP_
MME=
Containers Cost
W"M
I
23%
4%
2%
266 tons
$45 per ton
$ 11,95 1 Does not include Scrop $$ Recovery
0
affl=
Recycling Value & Advantage
(1) Diverting waste from landfill has positive long-term cost benefits.
(2) Recycling is an environmentally friendly, green practice,
(3) Promotes responsible citizen participation.
Container Availabilitv
Coca Cola reports participation increase of 20% to 30%,
Presently have about 40 containers in stock.
Delivery lead-time is 2 to 3 weeks.
New participants likely, but at lesser percentages than above.
Recommendation,
Purchase 50 additional containers @ $700, which will provide some stock level
for increased participation. This will cover about a 5% increase. Budget line will
go red.
Guesstimate retention of 70% to 80% of new participants when promotional
event is over.
401
1000
m
El
Resident Participation
2005 2006 2007 2008
Calendar Year
99M OF
ME
This RECYCLE AND WIN! PROGRAM AGREEMENT (this "'Agreement") is made and
entered effective as of the , 2011 (the "Effective Date") between CCBCC
OPERATIONS, LLC, with principal offices in Charlotte, NC (the "Bottler"), and the TOWN OF
VINTON (the "town").
1U0 AS, the Bottler has the unique ability to communicate with and connect to its stronti
consumer base in the community and desires to promote recycling and environmental awareness
within the Town, through the development, implementation and administration of a program
known as "Recycle and Win!," which is more fully described in Exhibit A attached hereto (the
"Prograin"); and,
WHEREAS, the Town has, as one of its primary missions, the responsibility for responsible
waste management within the Town limits and desires to promote such mission through its
participation in the Program.
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and
agreements made herein, and other good and valuable consideration, the receipt and sufficiency
#,f which are hereby acknowledged, the Bottler and the Town agree as follows:
The term of this Agreement will commence on the Effective Date and shall end on
, 2011, unless sooner terminated in accordance with Section 9.
2. Except as otherwise described herein, the Bottler will be responsible for developing,
implementing and administering the Program, and any and all expenses incurred in connection
therewith. Notwithstanding the foregoing, the Town acknowledges and agrees that the Bottler
may, subject to prior written approval from the Town, through the Department of Public Works
(Attention: Robert Anderson), which approval shall not be unreasonably withheld, involve other
corporate partners in carrying out any of its obligations hereunder. Attached hereto as Exhibit B
is a list of preapproved corporate partners. In the event that Bottler involves other corporate
partners, Bottler shall be responsible to the Town for the conduct and activities of such corporate
partners with regard to the Bottler's obligations hereunder,
3. The Bottler will submit to the Town's Department of Public Works
(Attention, I - ---- and the Town, through its Department of Public Works, will
have the right to approve within thirty (30) days of receipt from the Bottler, which approval will
not be unreasonably withheld or delayed, any promotional or educational materials (including
the Educational Mailer, as defined below in Section 4) or any advertising campaigns prepared by
the Bottler with respect to the Program that include the Town's name or logo(s). In the event
that the Town fails to provide any response to the Bottler within such thirty (30) day period, such
submission will be deemed approved by the Town. Bottler shall ensure that all printed
promotional or educational materials related to the Program and distributed to the public will be
printed on recycled paper,
4. Prior to implementing the Program, the Bottler will prepare an Educational Mailer that
will include reasons to recycle, what items can and cannot be recycled, how to recycle in
accordance with the parameters of the Town's curbside recycling program and instructions on
how to participate in the Program, including a statement that, by placing a Program sticker on a
curbside recycling bin, the resident consents to the visual observation of the contents of any
curbside recycling bin by members of the Prize Patrol. The Town will provide the Bottler with a
list of mailing addresses of all residences that have access to the Town's curbside recycling
program. The Town may update the list as more residences receive access to curbside recycling.
The Bottler will be responsible for mailing the Educational Mailer, along with the participation
stickers, to all such residences. Bottler will make good faith efforts to ensure that Program
stickers are distributed only within the Town limits to residents with access to curbside
recycling.
5. Upon request by the Town, the Bottler will provide educational materials and a list of
FAQs for designated Town staff to enable them to provide interested residents with information
on the Program. The information provided by the Town will be in addition to the educational
material and participation sticker mailed by the Bottler.
6. The parties agree that Town shall be the primary source of information regarding the
Program. As such, the Bottler may refer any and all citizen questions and inquiries regarding
the Program including, but not limited to, prize winners and prize winner selection methodology
to Town. The parties further agree that Town is the primary source of information regarding the
Town's curb side recycling program. As such, the Bottler shall refer any and all citizen
questions and inquiries regarding the Town's curb side recycling program, other than with
respect to the Program, to the Town.
7. The Bottler will follow all applicable laws and regulations in developing, implementing
and administering the Program. This shall include, but is not limited to, all applicable laws and
regulations governing contests, sweepstakes, and promotions. In addition, Bottler will be
responsible for securing all necessary permissions and approvals for use of third -party
trademarks, service -marks, copyrighted material, and other intellectual property.
8. Either party will have the right to terminate this Agreement at any time during the term of
this Agreement if the other party breaches any material term or condition of this Agreement and
fails to cure such breach within fourteen (14) calendar days after written notice of the breach is
received by such party,
9. Any and all notices or communications between the parties with respect to this
Agreement shall be deemed given when made in writing and delivered by hand or sent by first-
class mail (registered or certified, with return receipt requested), overnight courier (guaranteeing
next business day delivery) or by facsimile (followed by first class mail confirmation), to the
address of the party appearing under its name on the signature page below (or to such other
address as may be designated in a notice given hereunder),
R
10, This Agreement shall not be assigned or transferred by either party without the prior
written consent of the other party. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns. No waiver by
any party of any breach by another party of any provision hereof shall be deemed to be a waiver
of any other breach thereof or as a waiver of any such or other provision of this Agreement. This
Agreement is made and executed with the intention that the construction, interpretation and
validity hereof shall be determined in accordance with and governed by the laws of the State of
South Carolina. This Agreement constitutes the entire contract between the parties with respect
to the subject matter hereof and supersedes and cancels all prior or contemporaneous oral or
written contracts and understandings with respect to the subject matter hereof. All Exhibits
attached hereto are hereby incorporated herein by reference. This Agreement may not be
changed or modified orally, but only by an instrument in writing, signed by the parties hereto,
which instrument states that it is an amendment to this Agreement. Except as equity may
require, should any provision of this Agreement or any part thereof be held to be invalid or
-unenforceable, the same shall not affect or impair any other provision of this Agreement or any
part thereof, and the invalidity or unenforceability of any provision of this Agreement shall not
have any effect on or impair the obligations of a party with respect to the remaining provisions of
this Agreement. This Agreement may be executed in multiple counterparts, each of which shall
be deemed an original and all of which shall constitute one Agreement.
11. The parties hereto for themselves, their agents, officials, employees and servants agree
not to discriminate in any manner on the basis of race, color, creed, national origin, sex, age,
handicap, or sexual orientation with reference to the subject matter of this contract, no matter
how remote.
11 All matters relating to this contract shall be governed by the laws of the Commonwealth of
Virginia, without regard to its choice of law provisions, and any action relating to this agreement
shall be brought in the appropriate court within the jurisdiction of Vinton, Virginia,
I
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
as of the date set forth above.
"Town"
TOWN GOVERNMENT VINTON:
By:
Mayor Steve Benjamin
64 AM= 1-Iffam
I U-9y,"Iffei 11619 a M911i Lis W�
"Bottler"
By:
Title:
Address:
1, the undersigned Notary Public, certify that on the day of 1
20_, before me personally came to me personally known,
who being duly sworn, did depose and say that (s)he is of
, the corporation described in the foregoing instrument, which
corporation is a manager of a
L.L.C., a limited liability company, that by authority
duly given and as the act of said corporation, acting Manager of said Limited Liability Company,
the foregoing instrument was signed in its name by its (vice) president, seal and attested by said
(assistant) secretary.
Witness my hand and official
20
am
My Commission Expires.
stamp or seal, this day of
.19
tit
The Town acknowledges that the Program will be open to all residences of the Town of
Vinton that have access to the Town recycling program and participation will be strictly
voluntary on the part of the persons residing therein ("Eligible Residents"),
In order to participate in the Program, Eligible Residents will place a "Recycle and Win!"
sticker (the "Sticker") on their curbside recycling bins. Eligible Residents are not required to
purchase, or recycle packaging from, any particular products or brands in order to participate
or win.
Following the distribution of the Educational Mailer to Eligible Residents, a team designated
by the Bottler (the "Prize Patrol') will visit neighborhoods on recycling days each week
looking for curbside recycling bins that display the Sticker ("Participating Bins"). The prize
patrol will inspect, and will have the right to inspect, the contents of any Participating Bins in
order to determine whether it appears that the Eligible Residents are recycling in accordance
with the parameters of the Town's curbside recycling program. For the avoidance of doubt,
the location, day and time of any and all visits will be determined by the Department of
Public Works in conjunction with the Prize Patrol.
Each week, the prize patrol will select a minimum of ten (10) Eligible Residents that it
determines are recycling in accordance with the parameters of the curbside recycling
program as Program winners. Notwithstanding the requirement in the preceding sentence
that there be a determination of recycling in accordance with the parameters of the curbside
recycling program, a resident whose recycling bin displays a Sticker but whose recycling has
already been picked up will be an Eligible Resident.
• Each Program winner will receive a fifty dollar ($50.00) Kroger retail gift card. Upon
confirmation of the winners by the prize patrol to the Bottler, the Bottler shall either mail the
gift cards to Program winners or mail a notice to Program winners with instructions for
claiming a gift card.
• During the term of this Agreement, the Bottler shall provide gift cards to a minimum of two
hundred sixty (260) Program winners (for a total of $13,000 in prize winnings) across the
program territory.
• The members and vehicles of the prize patrol will at all time be clearly identifiable to
Eligible Residents as part of the Program through the use of signage and uniform clothing.
• The Bottler will support the Program through local media and advertising and point -of -sale
materials in retail stores,
• Bottler will conduct special events on specified Saturdays during the program period so that
residences without access to curbside recycling may register to be eligible for prizes
I# MINIMS RTM rNMI
The Coca-Cola Company
Kroger
10 takIl
WHEREAS, Verizon Virginia, Inc. ("Verizon"), has provided telephone services to the Town of
Vinton for many years; and,
WHEREAS, certain billing disputes arose over telephone service charges and the Town
requested a refund, and
WHEREAS, Verizon has agreed to settle the Town*s claim; and
WHEREAS, Town Council believes it to be in the best interest of the Town to resolve this
matter;
NOW THEREFORE, BE IT RESOLVED, 13Y THE COUNCIL OF THE TOWN OF
VINTON, VIRGINIA, as follows:
I. The Agreement is hereby approved in a farm substantially similar to the Agreement
attached hereto; and
2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and
then to deliver the Agreement and any other necessary documents in furtherance of the same; and
3. The Agreement and any other necessary documents shall be in form approved by the
Town Attorney.
This resolution shall be effective from and after the date of its adoption,
This resolution adapted on motion made by Council Member and seconded by Council
rvlcj-nber with the following votes recorded:
AYES:
Bradley F'.. Grose, Mayor
ATIT'SP
Susan N. Johnson, Town Clerk