Personnel & Ordinance Committee

Personnel & Ordinance Committee Agenda Tuesday, November 25, 2025 at 9:30 AM Economic Development Center, Council Meeting Room 803 South Main Street, Culpeper Page 1. CALL TO ORDER By Chairwoman Dyke 2. PREVIOUS MEETING MINUTES 4-6 For Reference Only - Minutes from October 2025 10-28-2025 P&O Committee Special.pdf 3. AGENDA APPROVAL Motion to approve or amend the agenda. 4. PUBLIC COMMENTS Members of the public may address the committee on matters relevant to town government at this time.  Those who wish to speak are requested to Sign-In at the door.  State your name and address for the record.  Each speaker shall have three (3) minutes and shall comply with the Citizen Participation Policy.  For groups present, you are requested to have a spokesperson.  Questions should be directed to the Chair. 5. ITEMS REFERRED BY COUNCIL OR INDIVIDUAL MEMBERS 6. SPECIAL ITEMS & RECOGNITIONS 7. PERSONNEL ITEMS 7.1 Departmental Activities 7-9 Page 1 of 25  HR November 2025 Committee Report.pdf November 2025 New Hires.pdf 8. ORDINANCE ITEMS 8.1 R/R Re: Uncodified Ordinance No. O-2025-006; Conduit 10 - 25 Franchise Agreement - MCI Communications Services, LLC (first reading) Franchise Agreement - MCI Communications Services LLC.pdf Motion to adopt Ordinance No. O-2025-006. 9. TOWN & COUNTY INTERACTION COMMITTEE 9.1 Potential Items for Discussion at Next Interaction Committee Meeting 10. CLOSED SESSION 10.1 Motion I move that the committee convene in closed session to discuss the following: as permitted by Virginia Code 2.2-3711(A)(1), a personnel matter involving discussion, consideration or interviews of prospective candidates for appointment, specifically the Joint Board of Building Code Appeals. 10.2 Certification of Closed Session I move that the committee certify that in the closed session just concluded, nothing was discussed except the matter or matters (1) specifically identified in the motion to convene in closed session; and (2) lawfully permitted to be discussed under the provisions of the Virginia Freedom of Information Act cited in that motion. 11. ADJOURNMENT Adjournment of Meeting Committee Members: Jamie Dyke (Chairwoman), B. Travis Brown, Michael T. Olinger & Joe Short Note: Members of the Town Council who are not members of the committee may be in attendance at the committee meeting. If so, and if a quorum of council is present, then the Page 2 of 25 meeting will be a special meeting of council in addition to being a committee meeting, pursuant to the Virginia Freedom of Information Advisory Council Attorney Opinion, AO-03-14. Only business matters to be considered are the committee's recommendations to the council unless specifically noted in this public notice. Page 3 of 25 10-28-2025 Personnel & Ordinance Committee & Special Council Meeting 9:30 a.m. Economic Development Center, 803 S. Main Street The purpose of this meeting was to consider Personnel & Ordinance Committee matters; however, members of the Town Council who were not members of the committee were in attendance and participated in the discussion, resulting in a special meeting of council. Committee Members Present: Chairwoman Jamie Dyke, B. Travis Brown, Michael T. Olinger, Janie Schmidt (Alternate for Joe Short) Committee Members Absent: Joe Short Also Present: Frank Reaves Jr., Pranas Rimeikis, William Yowell (Arrived at 9:51 a.m.), Council Members; Christopher D. Hively, Town Manager; Ashley R. Clatterbuck, Town Clerk; Mary Jones, Human Resources Director CALL TO ORDER Chairwoman Dyke called the meeting to order at 9:30 a.m. PREVIOUS MEETING MINUTES For Reference Only – Minutes from September 2025 There were no changes to the minutes. APPROVAL OF AGENDA Ms. Schmidt moved, Mr. Olinger seconded, approval of the agenda as presented. The motion carried by voice vote. PUBLIC COMMENTS – None ITEMS REFERRED BY COUNCIL OR INDIVIDUAL MEMBERS Discussion Item: R/R Re: Payment for Denied Liability Claim – 501 First Street Mrs. Jones presented the item stating on July 14, 2025, there was a water main break on First Street. Though crews responded to the incident in a timely manner and made the necessary repairs, water from this event seeped through the basement wall and into the basement of 501 First Street causing damage. Estimates provided by the mitigation and repair contractor, ServPro, indicate a cost of $5,345.17 for the initial mitigation and $13,956.66 for the repairs, for a total cost of $19,301.83. A liability claim was submitted to the Town’s insurance carrier, VACORP. Upon review of the claim, VACORP determined the Town was not negligent and therefore not liable for the damages. A payment of $10,000 was made under the Town’s No Fault coverage insurance policy. The property owners spoke at the September Personnel & Ordinance Committee Meeting during public comment time, requesting payment from the Town for the additional amount of $9,301.83. The Personnel & Ordinance Committee requested staff to create this report & recommendation for Council approval of the request for the additional $9,301.83 payment from the Town. The Committee additionally requested staff to evaluate the no-fault policy and bring back recommended changes for consideration at the October 28, 2025 committee meeting. The financial impact is $9,301.83. It was recommended that Council direct staff to pay up to the additional $9,301.83 that was over and above the amount covered by the Town’s No Fault Insurance coverage after final proof of payment is Page 4 of 25 Personnel-Ordinance Committee October 28, 2025 – Page 2 of 3 received from the property owner along with a signed acceptance of payment and waiver of future claims. Mrs. Jones further reported that after consultation with the Town Attorney, it was determined the Town had no legal obligation or authority to pay for incidents in which it was not found legally liable. She explained that the Town Attorney reviewed the same liability criteria used by the insurance carrier, which requires proof of negligence, prior notice of a defect, or failure to make timely repairs. Mrs. Jones also referenced Town Code Section 24-77, noting the Town is not responsible for cleanup or property damage resulting from water main breaks unless caused by the Town’s negligence. A brief discussion ensued regarding Council’s lack of legal authority to authorize payments in cases where no legal obligation exists. Mrs. Jones advised that if new information became available, staff could request the insurance company to review the claim again. She further noted that if the claimant disagreed with the insurance carrier’s determination and believed liability existed, the matter could be brought before a judge for a final decision. Chuck & Renee Clatterbuck, 501 First Street, addressed the committee and advised they had additional video evidence that had not been provided to the insurance company and wished to submit it for further review. Mrs. Jones requested the additional video evidence be submitted to her for submission to the insurance company for review. No formal action was taken on this item. SPECIAL ITEMS & RECOGNITIONS – None PERSONNEL ITEMS Human Resources & Risk Management Activities Mrs. Jones presented the report noting Senior Human Resources Generalist, Teresa Jenkins, recently completed the OSHA 501 Trainer Course through West Virginia University and was now an authorized trainer for the OSHA 10-hour & 30-hour courses for employees. She advised staff plans to begin offering these courses in early 2026. TOWN & COUNTY INTERACTION COMMITTEE Potential Items for Discussion at Next Interaction Committee Meeting – None CLOSED SESSION Ms. Dyke moved, Mr. Olinger seconded, the committee convene in a closed session for a personnel matter involving consideration or interviews of candidates for employment or appointment, specifically the Culpeper Parking Authority and Industrial Development Authority pursuant to the Code of Virginia § 2.2-3711(A)(1), for which the Virginia Freedom of Information Act permits discussion in a closed meeting. The motion carried by voice vote. Mr. Yowell arrived. The Committee entered closed session at 9:46 a.m. and reconvened in open session at 10:02 a.m. Page 5 of 25 Personnel-Ordinance Committee October 28, 2025 – Page 3 of 3 Certification of a Closed Session Ms. Dyke moved, Mr. Brown seconded, that the committee certify that, in the closed session just concluded, nothing was discussed except the matter (1) specifically identified in the motion to convene in a closed session and (2) lawfully permitted to be discussed under the provisions of the Virginia Freedom of Information Act cited in that motion. The following roll call vote was taken: Aye: Brown, Dyke, Olinger, Schmidt (4); Nay: None (0); Absent: None (0) ADJOURNMENT The meeting adjourned at 10:03 a.m. Page 6 of 25  HUMAN RESOURCES & RISK MANAGEMENT Recruitment  Recruiting for the position of Environmental Services Director and Police Officer.  The following employment activity occurred over the past month: o DaeQuon Butler began employment as an Equipment Operator effective 10/20/25 o David Wade began employment as a Customer Service Representative effective 10/27/25 o Richard Puryear began employment as a Help Desk Technical Administrator effective 10/27/25 o Cynthia Harbin was rehired as a Human Resources Generalist effective 11/03/25 o Darion Romeo began employment as a Customer Service Representative effective 11/05/2025  Current Staffing Levels: Department Budgeted Positions (FTE) Current Vacancies Culpeper Media Network 2 0 Environmental Services 23 1 Human Resources 3 (2.625 FTE) 0 Information Technology 9 (8.525 FTE) 0 Light & Power 16 0 Planning & Community Development 9 0 Police 59 3 Public Works 52 0 Tourism & Economic Development 8 (5.5 FTE) 0 Town Clerk 3 0 Town Manager 2 0 Treasurer 14 0 TOTAL 200 4 Turnover  Turnover Rates (11/01/2024 – Present): Department Turnover # Turnover Rate Culpeper Media Network 0 0% Environmental Services 3 16.67% Human Resources 0 0% Information Technology 0 0% Light & Power 0 0% Planning & Community Development 1 22.22% Police 4 6.78% Public Works 1 1.92% Treasurer 6 42.85% Tourism & Economic Development 0 0% Town Clerk 0 0% Page 7 of 25  TOTAL 15 7.50% Benefits & Leave  There were 3 new requests for Family and Medical Leave (FMLA)  HR staff administered benefits for the following active leave cases during the month: o 8 employees are actively on FMLA/LOA, including 4 employees on intermittent FMLA o 0 employees receiving VRS Hybrid Disability through payroll o 1 employee receiving Extraordinary Sick Leave o 4 employees were on light duty status Risk Management  There was 1 auto claim submitted over the past month  There was 1 property claim submitted over the past month  There were 2 workers’ compensation claims submitted over the past month  There were no liability claims submitted over the past month Training  Hazard Communication and Safety Data Sheets training was provided online for employees throughout the month  Forklift training was provided by VACORP for operations department employees on October 22nd Page 8 of 25  NOVEMBER 2025 NEW HIRES DaeQuon Butler R. Troy Puryear David Wade Equipment Operator Help Desk Technical Administrator Customer Service Representative Page 9 of 25 Cynthia Harbin Darion Romeo Human Resources Generalist Customer Service Representative Agenda Item Summary Committee: Finance Committee Title: R/R Re: Uncodified Ordinance No. O-2025-006; Conduit Franchise Agreement – MCI Communications Services, LLC (first reading) Background: MCI Communications Services, LLC (MCI) is seeking a new conduit franchise with the Town of Culpeper. The proposed Town Ordinance would grant a 30-year Telecommunication Conduit Facilities Construction Franchise to MCI to install approximately 7,600 linear feet within town limits. The Franchise agreement provides for an annual Conduit Fee of $1.55 per Linear Conduit Foot and provides for automatic annual escalations of the Conduit Fee of 3% per year or CPI, whichever is greater. State law requires the Town to advertise and receive bids for the agreement at the Council meeting. If any additional bids are received, staff will review them and provide recommendations to Council. Council may also make such other investigations as it sees fit. Council will have the following options: (1) reject all the bids and make no awards, (2) grant the agreement to the highest bidder, or (3) by a recorded vote of the majority of the members elected to the Council reject a higher bidder and accept a lower bid from a responsible bidder if, in its opinion, some reason affecting the interest of the Town makes it advisable to do so. With option (3), the reason would have to be expressed in the form of the approval. The proposed 30-year agreement for your consideration has been reviewed and approved by the Town Attorney as to form. Financial Impact: The agreement provides for annual revenues to be determined based on total linear footage of installed conduit, with annual increases as referenced above. Page 10 of 25 Annual revenues under the agreement would be approximately $12,000. Recommendation: That Council (1) accepts the bid for granting a Telecommunication Conduit Facilities Construction Franchise to MCI Communications Services, LLC to permit use of Town right of way for underground conduit within the corporate limits for a period of thirty (30) years beginning effective with the adoption of the ordinance, and (2) (assuming no additional bids are received) adopts Uncodified Ordinance No. O-2025-006 and authorizes the Mayor and the Clerk to execute the document. It is further recommended that Council order that the second reading be waived, and pass this ordinance on first reading without the necessity of waiting until the next regular meeting of the Town Council for action, pursuant to the Council's power to 'otherwise order' under Town Code § 2-32. Page 11 of 25  ORDINANCE #O-2025-006 Introduction: December 9, 2025 Adoption: December 9, 2025 Effective: December 9, 2025 AN UNCODIFIED ORDINANCE TO GRANT A TELECOMMUNICATION CONDUIT FACILITIES CONSTRUCTION FRANCHISE TO PERMIT USE OF PUBLIC RIGHTS OF WAY WITHIN THE CORPORATE LIMITS OF THE TOWN OF CULPEPER, VIRGINIA, FOR CONDUIT CONSTRUCTION AND OCCUPANCY. 1. BE IT ORDAINED by the Council of the Town of Culpeper, Virginia, meeting in regular session this 9th day of December, 2025, that there shall be granted in the mode prescribed by the laws of the Commonwealth of Virginia for franchise grants and leaseholds, upon the conditions hereinafter specified, the rights and privileges embodied in the following ordinance entitled: AN UNCODIFIED ORDINANCE GRANTING TO MCI COMMUNICATIONS SERVICES LLC, ITS SUCCESSORS AND ASSIGNS, THE RIGHT FOR THE TERM AND UPON THE CONDITIONS HEREIN STATED, TO USE AND OCCUPY THE PUBLIC RIGHTS OF WAY, STREETS, ALLEYS, AND PUBLIC PLACES OF THE TOWN OF CULPEPER, VIRGINIA, FOR THE CONSTRUCTION, INSTALLATION, AND MAINTENANCE OF ONE OR MORE CONDUITS, INCLUDING NECESSARY EQUIPMENT AND FACILITIES, FOR FIBER OPTIC USE AND PERMIT SUCH OTHER PERSONS, CORPORATIONS AND ORGANIZATIONS TO USE ITS PROPERTY UPON SUCH ARRANGEMENTS AS SHALL BE AGREED UPON, SUBJECT TO THE CONDITIONS HEREIN SET FORTH, FOR THE PURPOSE OF ENABLING TELECOMMUNICATION SERVICES WITHIN AND THROUGH THE CORPORATE LIMITS OF THE TOWN, AS THE SAME NOW EXISTS OR MAY HEREAFTER BE EXTENDED OR ALTERED (the “Ordinance”). WHEREAS, the Town of Culpeper, Virginia (the “Town”) has the authority to grant franchises and other authorizations for the use and occupancy of the Public Rights-of-Way (as hereinafter defined); and WHEREAS, MCI COMMUNICATIONS SERVICES LLC (the “Grantee”) desires to obtain a telecommunications franchise to use and occupy the Public Rights-of-Way (as hereinafter defined) for the purpose of installing, maintaining, upgrading, repairing and removing a Telecommunications System (as hereinafter defined); and WHEREAS, the Town intends to exercise, to the fullest extent permitted by applicable law, and in accordance with the Code of Virginia, its authority with respect to the regulation of the occupation and use of the Public Rights-of-Way, BE IT ORDAINED by the Council of the Town of Culpeper, Virginia, meeting in regular session this 9th day of December, 2025, as follows: 1 Page 12 of 25  Section 1. Grant of Franchise. The right is hereby granted unto MCI COMMUNICATIONS SERVICES LLC hereinafter referred to as “Grantee,” its successors and assigns, for the term and subject to the conditions and limitations hereinafter stated, to use and occupy the Public Rights-of-Way of the Town of Culpeper, Virginia, hereinafter referred to as the “Town,” for the construction, installation, and maintenance of one or more conduits, including necessary equipment and facilities (such conduits, equipment and facilities being hereinafter referred to as “Facilities”) for fiber optic use, and permit such other persons, corporations and organizations to use its property upon such arrangements as shall be agreed upon, subject to the conditions herein set forth, for the purpose of enabling telecommunication services within and through the corporate limits of the Town, as the same now exists or may hereafter be extended or altered. The Grantee is not authorized to sublicense or sublease to any individual or entity the right to place or maintain Facilities in the public rights of way, streets, alleys and public places of the Town (hereinafter, “Public Rights-of-Way”) for any purpose. Section 2. Construction and Relocation of Facilities. From and after the date on which this Ordinance shall become effective, the conduit or conduits, fiber and other facilities in or adjacent to, under and along the Public Rights-of-Way, authorized by this Ordinance to be located, installed and constructed, shall be located at reasonable, suitable and convenient points determined by the Town Manager or designee after consultation with Grantee and review and approval of plans indicating the work to be done. The reasonable, suitable and convenient points of location authorized by the Town shall be identified in Exhibit A, attached hereto and incorporated herein by reference. Grantee shall, promptly upon planning any change, file with the Town plans showing the location of existing and proposed additional conduit or other structures, under and along the Public Rights-of-Way, and obtain approval from the Town for such changes. Except for the relocation of Facilities at the Grantee’s expense to make way for new street construction as specified in this Section 2, or for work required at Grantee’s expense to address issues of Quality as per Section 15, if the Town or any person requests removal or relocation of Facilities, then the Town or person requesting the removal or relocation shall reimburse the Grantee for all such removal and relocation costs. The cost of such relocation or removal shall include the cost of installing such Facilities in a new location, the cost to remove Facilities at the old location, and the cost of any lands, or any rights or interest in lands, and any other rights, required to accomplish such relocation or removal. The cost of relocation or removal shall include the entire amount incurred or paid by the Grantee attributable to such relocation or removal after deducting therefrom any increase in the value of the new Facilities and any salvage value derived from the old Facilities. Whenever the Town or any of its departments, agencies, and/or agents, servants, or employees shall grade, regrade, construct, reconstruct, widen, or alter any Public Rights-of-Way or shall construct, reconstruct, repair, maintain, or alter any other municipal public works therein (including but not limited to storm sewers, sanitary sewers, water distribution, electric distribution, and street lights), and except where such reconstruction or alteration is for the exclusive benefit of a third party, it shall be the duty of the Grantee, when provided a notice to proceed by the Town, within a reasonable time commensurate with the size of the project but in no case less than thirty (30) days, to alter or relocate at Grantee’s expense its Facilities in the Public Rights-of-Way so as to conform to the established grade or line of such Public Right- of-Way so as not to unreasonably interfere with such municipal public works so constructed, reconstructed, or altered. The Town shall reimburse the Grantee for the cost of alteration, relocation, removal or break through of Facilities to the extent and only in an amount required by the Code of Virginia, as amended; otherwise, Grantee shall bear the cost of such alteration, relocation, removal, or breakthrough. In the event the Grantee must relocate Facilities pursuant to this Section, the Town shall make available, at no cost to Grantee, permits and alternative space in the Public Rights-of-Way for such relocation of Facilities, provided that (i) such alternative space need not be in the exact same streets or alleys but shall be in reasonable proximity to the previous location; and (ii) such alternative space is reasonably available elsewhere in the Public Rights-of-Way. 2 Page 13 of 25  Section 3. Permits. Grantee shall obtain a Permit from the Town Manager or designee for work that will be done in the Public Rights-of-Way (“the “Permit”). Issuance of the Permit shall be based upon the Town’s review and approval of work to be done. Grantee agrees to comply with all provisions and requirements imposed by the Town’s Facilities Standards Manual (FSM) and by the project Permit, attached hereto as Exhibit B and incorporated herein by reference. Grantee further agrees to comply with any time limits imposed on the work, the payment of any necessary inspection charges, and local ordinances, including, but not limited to, the payment of street restoration fees and permit surcharges required by Town Ordinance where appropriate. Grantee agrees to comply with the provisions of the Virginia Underground Utility Damage Prevention Act, Chapter 10.3 of Title 56, § 56-265.14 through § 56-265.32, of the Code of Virginia (1950), as amended (the “Miss Utility Requirements”). Grantee shall maintain accurate as-built plans and profiles of all work and make such records available to the Town upon request. Grantee shall provide the Town with an emergency contact telephone number that will be staffed at all hours, every day of the year. Underground installations shall be at a minimum depth of forty-two inches (42”). All underground installations shall be constructed of conduits not greater than six inches (6”) in diameter, unless otherwise authorized by any Permit issued pursuant to this Section. All conduits shall be either enclosed in concrete, encased in steel, or covered by a steel plate. Grantee shall not be permitted to work in the Town’s rights of way on holidays specified in the Permit. The work to be done under this Franchise shall be done in such manner as not to damage any other underground construction of any other entity holding a franchise from the Town or any construction that complies with Miss Utility Requirements performed by the Town itself, or by the Virginia Department of Transportation, or unnecessarily interfere with the making of connections by the Town or by the citizens thereof with water pipes, sewerage pipes, or electrical lines, which may now or hereafter be laid or constructed by the Town or by any other entity holding a franchise from the Town that comply with Miss Utility Requirements. When the Public Rights-of-Way are used for any underground construction, the surface thereof shall be restored within a reasonable time from completion of the work to, as nearly as possible, the same condition as existed prior to such construction. All work done under this Ordinance shall be done in such a manner as to not needlessly interfere with or impede free and proper use of the Public Rights-of-Way by the public, or obstruct public travel except with the advance, written permission of the Town, which may be granted or withheld in the Town’s sole discretion, not to be unreasonably withheld, or in the case of an emergency related to the safety, health and welfare of the public. The Town Manager or designee shall have the sole right to determine whether an emergency related to the safety, health and welfare of the public exists. Section 4. Insurance. Throughout the Term, the Grantee shall, at its own expense, maintain a liability insurance policy or policies, in a form reasonably acceptable to the Town. At the request of the Town, the Grantee shall provide a certificate of liability insurance demonstrating that the Grantee is maintaining the insurance requirements of this Section. Such policy or policies shall be issued by companies duly authorized or permitted to conduct business in the Commonwealth of Virginia. Such policy or policies shall insure the Grantee and, excluding Workers’ Compensation and Employer’s Liability, include the Town and its officials, boards, commissions, councils, elected officials and employees as additional insureds as their interest may appear under this Agreement, and include: (a) Commercial General Liability Insurance with limits of eight million dollars ($8,000,000) per occurrence for property damage and bodily injury and eight million dollars ($8,000,000) general aggregate. Such insurance shall cover the construction, operation and maintenance of the Facilities; and (b) Commercial Automobile Liability Insurance in the amount of seven million dollars ($7,000,000) combined single limit each accident for the bodily injury and property damage coverage; and 3 Page 14 of 25  Workers’ Compensation Insurance meeting all statutory requirements of the Commonwealth of Virginia; and (c) Employers’ Liability Insurance in the amount of one million dollars ($1,000,000) each accident/disease/policy limit; and The foregoing insurance requirements shall not prohibit the Grantee from obtaining any insurance policy or policies in excess of the requirements set forth above. Section 5. Right to Trim and Cut. In the location and erection of the conduits and other Facilities and fixtures and in stringing fiber or wires as herein authorized, Grantee shall have the right to trim, cut and keep clear of its wires and fixtures trees and other vegetation in and along the Public Rights-of-Way, but shall not cut or otherwise injure said trees and other vegetation to any greater extent than is reasonably necessary in the installation, construction, and maintenance of said conduits, wires, fixtures and other structures of Grantee as herein authorized and provided. Section 6. Restoration. In the event Grantee shall, in the construction or repair of its fiber optic infrastructure of Facilities, damage any Town-owned property, Grantee shall promptly, but temporarily, stabilize the damage to enable the Town to make immediate, permanent repairs. The Town shall promptly submit an invoice to the Grantee for costs reasonably incurred in making such repairs. Grantee agrees to reimburse the Town within 90 days of receiving an invoice for the repairs to Town-owned property necessitated by the damage caused by Grantee. Section 7. Intentionally left blank. Section 8. Indemnification and Liability of Parties. Grantee agrees and binds itself, by the acceptance of this Ordinance, to the fullest extent of the law, to indemnify, defend, keep and hold the Town and its officers, employees and agents free and harmless from liability on account of injury or damage to persons or public or private property arising out of Grantee’s construction, improvement, maintenance, repair, relocation, removal and operation of its conduits, lines or works unless such injury or damage shall be the result of the negligence or wanton or willful misconduct on the part of Town or its officers, employees, or agents. In the event a suit is brought against the Town, any of its officers, employees or agents, either independently or jointly with Grantee, on account of Grantee’s work, the Town shall notify Grantee within twenty (20) days of any suits covered by this indemnity, after which Grantee, will defend the Town, and any of its officers, employees and agents in any such suit at the cost of Grantee, and, in the event of a final judgment being obtained against the Town or any of its officers, employees or agents, either independently or jointly with Grantee, Grantee will pay such judgment, with all costs, and hold the Town harmless unless such injury or damage shall be determined to be the result of the negligence or wanton or willful misconduct on the part of the Town, or its officers, employees, or agents. Grantee shall be entitled to have sole control over its own defense through counsel of its own choosing and over its own settlement of such suits, and the Town shall cooperate in the defense of such suits. Town may engage its own counsel as it deems necessary in any such suit. Neither the Town nor its officials, employees, agents, attorneys, consultants or independent contractors shall be responsible to the Grantee for any liability as a result of or in connection with the protection, breaking through, movement, removal, alteration, or relocation of any Facilities by or on behalf of the Grantee or the Town in accordance with this Ordinance or in connection with any emergency related to the safety, health and welfare of the public. However, nothing in this Section shall waive any rights that 4 Page 15 of 25 the Grantee otherwise has against the Town for any willful misconduct or negligent acts or omissions of the Town. The Grantee shall have no liability to the Town or any officer, employee or agent of the Town for any special, incidental, consequential, punitive or other damages as a result of the exercise of any right of the Grantee pursuant to this Ordinance or applicable law. However, nothing in this Section shall waive any rights that the Town otherwise has against the Grantee for any willful misconduct or negligent acts or omissions of the Grantee. Section 9. Transfer of Franchise. The Franchise granted by this Ordinance shall not be transferred to third parties without the Town’s written consent, which shall not be unreasonably withheld. Any transfer of the franchise shall be in accordance with state franchise law requirements. All rights and privileges hereby granted to Grantee may, in accordance with this Section, be exercised by any successor or successors, assignee or assignees of Grantee, but the successor or successors, assignee or assignees shall be subject to all the provisions, obligations, stipulations and penalties herein prescribed. Section 10. Term. The rights and privileges hereby granted shall continue for the period of thirty (30) years from and after the day on which this Ordinance becomes effective, unless the same be sooner voluntarily surrendered by Grantee, with the consent of the Town, or unless the same is sooner terminated as provided by the terms of this Ordinance or applicable law. If the Grantee continues to use Facilities in the Public Rights-of-Way after the Term expires, then the Grantee shall continue to comply with all applicable provisions of this Ordinance and other Town laws and ordinances, and all applicable laws throughout the period of such continued use. Section 11. Restoration Upon Termination or Expiration. Upon the expiration of the term of this grant, and upon the termination of the rights hereby granted, by surrender, forfeiture, or otherwise, all of the poles, wires, conduits, lines and other property of Grantee in the public rights of way, streets, alleys or public places of the Town may be removed from the Public Rights-of-Way, at the option of the Town and at the expense of Grantee within a reasonable time after the expiration or termination of such rights and privileges. All Public Rights-of-Way must be returned to their original condition by the Grantee if any property is removed. Section 12. Performance Guarantees. (a) Grantee shall deposit with the Town a performance bond in the amount of One Hundred Thousand Dollars ($100,000.00) (the “Bond”), with good and sufficient security and which shall be in such form that is satisfactory to the Town Attorney. The Bond shall be in place during any time when Grantee is using any Public Rights-of-Way in the Town. The Bond shall be used to insure the faithful performance by Grantee of all provisions of this Franchise Ordinance and any permit issued pursuant thereto and compliance with all orders, permits and directions of any agency, commission, board, official, department, division or office of the Town having jurisdiction over its acts or defaults under this Ordinance and the payment by Grantee of liquidated damages, claims, liens and taxes due the Town that arise by reason of the construction, operation or maintenance of the system. Such acceptance and the said Bond shall be filed within thirty (30) days from the passage of this Ordinance. Said Bond shall not in any way be considered as the limit of Grantee’s obligations or possible liabilities hereunder. Whenever the Town draws upon the Bond, Grantee shall replenish the Bond within thirty days thereafter. The Town shall release the performance bond after termination of the Franchise granted by this Ordinance and after completion of any of Grantee’s post-termination obligations, including audits, if any. (b) To the extent necessary to determine the Grantee’s compliance with this Ordinance or to carry out the Town’s authority to manage the Public Rights-of-Way, the Grantee shall make available to the Town for inspection, examination and/or audit within thirty (30) business days’ notice to the Grantee, 5 Page 16 of 25 such complete and accurate books of account, records, documents and other information as the Town may reasonably need with respect to the Facilities, including, without limitation, books of account, records, documents and other information adequate to enable the Grantee to demonstrate, at all times throughout the Term or thereafter during any hold-over period that it is, and has been, in compliance with each term and condition of this Ordinance. (c) The Town may conduct compliance audits concerning Grantee's compliance with the terms and conditions of this Ordinance at any time, provided that the Town gives the Grantee written notice sixty (60) days in advance of the commencement of compliance audits, and such audit has not taken place within the previous twenty-four (24) months. If the compliance audit finds underpayments or other non- performance, Grantee shall reimburse the Town the cost of performing the compliance audit upon presentation of an invoice for that expense. (d) The Town may use any lawful collection method to recover costs due to it under the terms of this Ordinance. Grantee shall be liable to the Town for all costs of collection, including a reasonable attorney’s fee and expert witness fees. This fee-shifting provision shall survive termination of this Ordinance. Section 13. Conduit Fee. For the rights and privileges granted herein, Grantee shall pay to the Town, in advance, upon the Commencement Date, an annual Conduit Fee in an amount equal to the sum of one dollar and fifty-five cents ($1.55) per Linear Conduit Foot plus any increases required by this Section. The Commencement Date shall be defined as the effective date of this Ordinance or the date on which construction commenced, whichever shall first occur. Linear Conduit Foot shall be defined as the cumulative total of each foot of authorized conduit installed. The number of inner-ducts installed in a conduit is immaterial in computing the Conduit Fee imposed by this Section. For example, in the event two conduits, meeting the requirements imposed by Section 3 of this Ordinance and any Permit granted pursuant hereto, are buried in one linear foot of the public right of way, the installation equals two Linear Conduit Foot (Feet). Exhibit D, attached hereto and incorporated herein by reference, graphically depicts the Conduit Fee imposed by this Section based on the Linear Conduit Foot formula. The Permit required by Section 3 shall clearly state the Conduit fee required by the construction authorized. The Conduit fee shall be increased annually effective on each anniversary date of the Commencement Date by an amount equal to the greater of either (i) three percent (3%) of the Conduit Fee for the prior twelve (12) month period, or (ii) the percent increase in the CPI-U over the prior CPI-U for the twelve (12) months prior to the adjustment date. As used in this Ordinance, the CPI-U means the revised monthly Consumer Price Index for All Urban Consumers for the Washington, DC Metropolitan statistical area for a twelve (12) month period ending in the preceding December as issued by the Bureau of Labor Statistics for the United States Department of Labor. If the CPI-U is converted to a different standard reference base or otherwise revised, the adjustment set forth in this paragraph shall be made with the use of the conversion formula published by the Bureau of Labor Statistics. In addition to the Conduit Fee required by this Section, Grantee shall pay the Town, upon the Commencement Date, a one-time attorney fee of One Thousand Dollars ($1,000.00) and agrees to a late payment charge equal to five percent (5%) of the late payment for any payment not paid within thirty (30) days of the date on which said payment is due, provided, however, that no interest shall accrue on any payment that is disputed in good faith by Grantee while such dispute is pending. If such dispute is later resolved in favor of the Town, such amount shall bear interest from the date when due until paid at the rate set forth in this Section. The compensation and other payments to be made: (a) shall not be deemed to be in the nature of a tax, and (b) except as may be otherwise provided by the Code of Virginia, shall be in addition to any and 6 Page 17 of 25 all taxes or other fees or charges that the Grantee is required to pay to the Town. No acceptance of any payment by the Town shall be construed as an accord and satisfaction that the amount paid is in fact the correct amount, nor shall such acceptance of any payment be construed as a release of any claim that the Town may have for further or additional sums payable under the provisions of this Ordinance. Section 14. Nonexclusive Franchise. Nothing in this Ordinance affects the right of the Town to grant any person a franchise to occupy and use the Public Rights-of-Way to place and maintain such person’s facilities for the purpose of providing Telecommunications Services or to engage in any other activity in the Public Rights-of-Way, provided that the exercise of such right will not require any existing Grantee’s facilities to be unreasonably interfered with or relocated except as expressly provided herein. Section 15. Quality. All work involved in the installation, maintenance, upgrade, repair and removal of Facilities shall be performed in a safe, thorough and reliable manner in accordance with industry, professional, state and federal mandated standards and using materials of good and durable quality. Section 16. Safety Precautions. The Grantee shall, at its own cost and expense, undertake to prevent accidents at its work sites in, at, or on the Public Rights-of-Way, including the placement and maintenance of proper guards, fences, barricades, watchmen and suitable and sufficient lighting, in accordance with federal and state law. Section 17. Public Safety. To protect the health or safety of any person or property due to fire, disaster or other emergency, or to correct an unsafe work condition, as determined by the Town in its sole reasonable discretion, the Town may cut or move Facilities. The Town will make every reasonable effort to consult with the Grantee prior to any such cutting or movement of Facilities and the Grantee shall be given the opportunity to perform such work itself, if possible. The Town shall have the obligation to protect facilities to the maximum extent reasonable under the circumstances. All costs to repair or replace such Facilities shall be borne by the Grantee except to the extent any such repair or replacement is due to the negligence or willful misconduct of the Town. Section 18. Compliance with Laws. The Grantee shall comply with all local state and federal laws, rules, regulations, orders, or other directives of the Town issued pursuant to this Ordinance or with respect to the Town’s management of its Public Rights-of-Way. Section 19. No Obstruction. Except in the case of any emergency involving public safety, the Grantee shall not obstruct the Public Rights-of-Way, subways, railways, rivers or other traffic to, from or within the corporate limits of the Town without the prior consent of the Town. Facilities in the Public Rights-of-Way shall be located so as to cause minimum interference with any use of the Public Rights-of- Way and adjoining property. As soon as practicable, the Grantee shall notify the Town Manager or designee. During emergency situations, the Grantee may take all reasonable measures to restore service and alter its Facilities as necessary to ensure the safety of the citizens of the Town. Section 20. Right of Town to Use Public Rights-of-Way. Nothing in this Ordinance affects the right of the Town to occupy and use the Public Rights-of-Way to place and maintain its facilities or structures or to engage in any other activity in the Public Rights-of-Way, provided that the exercise of such right will not require any of the Grantee’s existing Facilities to be unreasonably interfered with. Section 21. Notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments, designations, or other direction or communication hereunder by any party to another shall be in writing sent to the following address or such other address or addresses as the parties, from time to time, shall designate: 7 Page 18 of 25  TOWN: Town of Culpeper Attn: Town Manager 400 S. Main St., Suite 101 Culpeper, VA 22701 Copy to Town Attorney: Martin R. Crim Sands Anderson, PC 10432 Balls Ford Road, Suite 300 Manassas, VA 20109 GRANTEE: MCI COMMUNICATIONS SERVICES LLC Attention: Franchise Manager 600 Hidden Ridge Irving, TX 75038 Copy to Grantee Attorney: Verizon Legal Department Attn Network Legal Team 1300I Street, NW, 5th Floor Washington DC, 20005 Section 22. Termination events. The Town, at its option, may terminate this Ordinance upon any material breach of this Ordinance by the Grantee should the Grantee fail to correct such breach within ninety (90) days after receiving specific written notice of such material breach from the Town. If the breach cannot reasonably be corrected within ninety (90) days, the Town may terminate this Ordinance if Grantee fails to promptly begin or diligently pursue correction of the breach, or if Grantee fails to correct the breach fully within a reasonable time. Section 23. Delays and Failures Beyond Control of Grantee. Notwithstanding any other provision of this Ordinance, the Grantee shall not be liable for delay in performance of, or failure to perform, in whole or in part, its obligations pursuant to this Ordinance due to strike, war or act of war (whether an actual declaration of war is made or not), insurrection, riot, act of public enemy, accident, fire, flood or other act of God, technical failure, terrorism, sabotage or other events, where the Grantee has exercised all due care in the prevention thereof, to the extent that such causes or other events are beyond the control of the Grantee. If such delay in performance or failure to perform affects only part of the Grantee’s capacity to perform, the Grantee shall perform to the maximum extent it is able to do so and shall take all steps within its power to correct such cause(s). The Grantee agrees that in correcting such cause(s), it shall take all reasonable steps to do so in as expeditious a manner as possible. Section 24. Organization, Standing, Power, Authorization and Enforceability. The Grantee is and shall remain a Public Service Corporation designated as such by the Virginia State Corporation Commission, is and shall remain duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, and is and shall remain duly authorized to do business in the Town. The 8 Page 19 of 25 Grantee has all requisite power and authority to execute, deliver and perform this Ordinance and all other agreements entered into or delivered in connection with or as contemplated hereby. Section 25. Binding Effect. This Ordinance shall be binding upon and inure to the benefit of the Town and the Grantee and their respective successors and permitted transferees and assigns. Section 26. Interpretation. The headings contained in this Ordinance are to facilitate reference only, do not form a part of this Ordinance, and shall not in any way affect the construction or interpretation hereof. Terms such as “hereby”, “herein”, “hereof”, “hereinafter”, “hereunder”, and “hereto” refer to this Ordinance as a whole and not to the particular sentence or paragraph where they appear, unless the context otherwise requires. The term “may” is permissive; the terms “shall” and “will” are mandatory, not merely directive. All references to any gender shall be deemed to include all others, as the context may require. Terms used in the plural include the singular, and vice versa, unless the context otherwise requires. Nothing in this Ordinance is intended to interfere with any tariffs, contracts or other arrangements between the Grantee and a third party or between the Town and a third party, or to create any third party beneficiary rights. Section 27. Entire Ordinance. This Ordinance embodies the entire understanding and agreement of the Town and the Grantee with respect to the subject matter hereof and merges and supersedes all prior representations, agreements and understandings, whether oral or written, between the Town and the Grantee with respect to the subject matter hereof, including, without limitation, all prior drafts of this Ordinance and any and all written or oral statements or representations by any official, employee, agent, attorney, consultant or independent contractor of the Town or the Grantee. The parties, by their signatures below agree to be bound by the terms and conditions of the Franchise granted by this Ordinance. 2. This Ordinance shall be in force from its passage on December 9, 2025. SIGNATURE PAGE FOLLOWS 9 Page 20 of 25  BY ORDER OF THE COUNCIL __________________________________________ Frank Reaves Jr., Mayor On Behalf of the Town Council of Culpeper, Virginia ATTEST: _______________________________________ Ashley R. Clatterbuck, Town Clerk MOTION: Date: December 9, 2025 SECOND: Regular Meeting Ord. No. O-2025-006 RE: Approval ACTION: Votes: Ayes: Nays: Absent from Vote: Absent from Meeting: CERTIFIED COPY_________________________________________________ Ashley R. Clatterbuck, Town Clerk GRANTEE: _______________________________________ By: ___________________________________________ Name: _________________________________________ Title: __________________________________________ 10 Page 21 of 25  EXHIBIT A Plat Showing The Reasonable, Suitable And Convenient Points Of Conduit Location Authorized By This Franchise For Conduit Construction. 11 Page 22 of 25  EXHIBIT B CONDUIT CONSTRUCTION PERMIT [to be prepared] 12 Page 23 of 25  EXHIBIT C Location Of The Town’s Exclusive Municipal Use Inner-duct Granted Pursuant to Section 7 Of This Franchise. Intentionally Left Blank 13 Page 24 of 25  EXHIBIT D Graphic Depiction of the Linear Conduit Foot Formula used in setting a Conduit Fee pursuant to Section 13 of this Franchise. One Dollar and fifty-five cents ($1.55) plus any increases required by Section 13 of this Franchise multiplied by the number of linear feet of conduit install pursuant to the terms of Section 13 of this Franchise. Conduit Fee = Linear Conduit Fee, or One Dollar and fifty-five cents (1.55), times the number of linear conduit feet in the public right of way, plus any increases allowed by Section 13 of this Franchise. 14 Page 25 of 25