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04-20-2021 Business Meeting Agenda Packet
BOARD OF SUPERVISORS BUSINESS MEETING Tuesday, April 20, 2021 – 7:00 PM Board Meeting Room 39 Bank Street, SE, Chatham, Virginia 24531 AGENDA 1. CALL TO ORDER (7:00 PM) 2. ROLL CALL 3. MOMENT OF SILENCE 4. PLEDGE OF ALLEGIANCE 5. AGENDA ITEMS TO BE ADDED 6. APPROVAL OF AGENDA 7. CONSENT AGENDA a. Minutes Approval (Staff Contact: Kaylyn M. McCluster) b. BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Annual Appointments); (Staff Contact: Kaylyn M. McCluster) c. VDOT Secondary Six (6)-Year Public Hearing Advertisement Authorization (Staff Contact: Kaylyn M. McCluster) d. Elections and Training Center Joint Use Agreement Approval (Staff Contact: Kaylyn M. McCluster) e. Resolution # 2021-04-02 (Honoring SSRA James J. Dwyer) Adoption (Staff Contact: Kaylyn M. McCluster) f. AmeriCorps National Service Recognition Day Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) g. National Law Day Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) h. National Teacher Appreciation Day/Week Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) Business Meeting - April 20, 2021 i. National Police Week Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) j. National EMS Week Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) k. Bill List Approval (on-line); (Staff Contact: Kimberly G. Van Der Hyde) l. J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: Matthew D. Rowe) m. County COVID-19 Vaccination Clinic Lease Ratification (Staff Contact: Christopher C. Slemp) n. Public Safety Ride-Along Program Waiver Approval (Staff Contact: Christopher C. Slemp) o. Revised EMS Billing Rates Approval (Effective 7/1/21); (Staff Contact: Christopher C. Slemp) p. Meadow Ridge Ct. Convenience Center Easement Acceptance (Staff Contact: Chris Adcock) q. Wayside Park Engineering Analysis Contract Approval (Staff Contact: Justin Price) r. Wayside Park Creek Trout Stocking Permission and Intent to Hold Youth Fishing Day Approval (Staff Contact: Justin Price) s. IDA Appointment (Banister Representative); (Dexter Miller); (Contact: Supervisor Miller) t. Danville-Pittsylvania Community Services Board Appointment (Banister District Representative); (Rev. Joseph Chambers); (Supervisor Miller) 8. PRESENTATIONS a. AmeriCorps National Service Recognition Day Proclamation Presentation (Contact: Chairman Warren) 9. HEARING OF THE CITIZENS Each person addressing the Board under Hearing of the Citizens shall be a resident or land owner of the County, or the registered agent of such resident or land owner. Each person shall step up, give his/her name and district in an audible tone of voice for the record, and unless further time is granted by the Chairman, shall limit his/her address to three (3) minutes. No person shall be permitted to address the Board more than once during Hearing of the Citizens. All remarks shall be addressed to the Board as a body and not to any individual member thereof. Hearing of the Citizens shall last for a maximum of forty-five (45) minutes. Any individual that is signed up to speak during said section who does not get the opportunity to do so because of the aforementioned time limit, shall be given speaking priority at the next Board meeting. Absent Chairman’s approval, no person shall be able to speak who has not signed up. 10. PUBLIC HEARINGS Business Meeting - April 20, 2021 A. Rezoning Public Hearings Pursuant to Article V, Division 6, of the Pittsylvania County Zoning Ordinance, the Board of Supervisors have been empowered to hear and decide specific zoning issues and zoning map changes in support of said Ordinance. In accomplishing this important task, the Board is responsible for promoting the health, safety, and general public welfare of the citizens of Pittsylvania County. The Board must ensure that all of its decisions and regulations be directed to these goals and that each be consistent with the environment, the comprehensive plan, and in the best interest of Pittsylvania County, its citizens, and its posterity. Case 1: Public Hearing: Case R-21-005; Mabel Doss; Rezoning from A-1, Agricultural District, to R-1, Residential Suburban Subdivision District (Supervisor Dudley) Case 2: Public Hearing: Case R-21-006; Frank Martin and Linda Stroud; Rezoning from MHP, Residential Manufactured Housing Park District, to A-1, Agricultural District (Supervisor Scearce) B. Other Public Hearings Each person addressing the Board under a Public Hearing shall step up, give his/her name and district, and/or his/her place of residency for non-County citizens, in an audible tone of voice for the record, and unless further time is granted by the Chairman, shall limit his/her address to three (3) minutes; speakers for a group shall be limited to ten (10) minutes. Speakers shall conclude their remarks at that time, unless the consent of the Board is affirmatively given to extend the speakers allotted time. Absent Chairman’s approval, no person shall be able to speak who has not signed up. 1. Public Hearing: Disposition of a Portion of County Landfill Property to AC Power, LLC, for Solar Land Lease Option Agreement (Staff Contact: Richard N. Hicks) 2. Public Hearing: Disposition of Old Blairs Middle School/Southside High School to Mid-Atlantic Foundation, Inc., and Approval of Other Related Easements and Documents (Staff Contact: Richard N. Hicks) 11. UNFINISHED BUSINESS 12. NEW BUSINESS a. Resolution # 2021-04-05 (Support for 1% Local Sales Tax Referendum for County School Renovation/Construction) Adoption (Staff Contact: J. Vaden Hunt, Esq.) b. Moral Obligation Agreement between County and American National Bank and Trust Approval (Staff Contact: Matthew D. Rowe) c. Resolution # 2021-04-03 (Supporting Abandonment of Portion of Ringgold Industrial Parkway (S.R. 1270) for Intertape Expansion) Adoption (Staff Contact: Matthew D. Rowe) d. Resolution # 2021-04-04 (Supporting Naming "William H. Pritchett Memorial Bridge") Adoption (Contact: Supervisor Miller) Business Meeting - April 20, 2021 13. MATTERS FROM WORK SESSION (IF ANY) 14. BOARD MEMBER REPORTS 15. COUNTY ADMINISTRATOR REPORTS 16. ADJOURNMENT Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Minutes Approval (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.a Attachment(s): 03-16-2021 Finance Committee Meeting - DRAFT 03-16-2021 Economic Development Committee - DRAFT 03-16-2021 Work Session - DRAFT 03-16-2021 Business Meeting - DRAFT 03-30-2021 Finance Committee Meeting - DRAFT 04-01-2021 Called Meeting - Budget Public Hearings 04-06-2021 Finance Committee Meeting - DRAFT 04-08-2021 Called Meeting - Budget Approval Reviewed By: 7.a Packet Pg. 5 March 16, 2021 Pittsylvania County Finance Committee Meeting March 16, 2021 VIRGINIA: The Pittsylvania County Board of Supervisors’ Finance Committee was held on March 16, 2021, in the Elections and Training Center, 18 Depot Street, Chatham, Virginia. Chairman Scearce called the Meeting to Order at 3:04 PM. The following Members were present: Attendee Name Title Status Arrived Ronald S. Scearce Chairman; Westover District Present 3:04 PM Charles H. Miller, Jr. Supervisor; Banister District Present 3:05 PM Joe B. Davis Supervisor; Dan River District Present 3:04 PM Timothy W. Dudley Supervisor; Staunton River District Present 3:05 PM AGENDA ITEMS TO BE ADDED None. APPROVAL OF AGENDA Motion to approve Agenda. NEW BUSINESS a. Voting Equipment/ADA Equipment Request Approval (Staff Contact: Kelly Keesee) Keesee stated due to HB 2178 and the State Board of Elections Minimum Security Standards, the Registrar’s current Pollbook and ADA Systems will be de-certified effective June 30, 2021. This creates the need to replace the entire fleet of both systems. Poll Pads cost $115,150.00, with $8,750.00 annual cost for software license for two (2) years. ADA Marking Devices cost $110,227.50, with $5,735.00 annually for warranty, support, and maintenance fees. The annual increase from what is already paid is only $653 per year. Motion to recommend the purchase of the equipment to the full Board. RESULT: APPROVED [UNANIMOUS] MOVER: Miller SECONDER: Davis AYES: Scearce, Miller, Davis, Dudley b. Brosville Fire Department Fire Apparatus CIP Release Request (Staff Contact: Christopher C. Slemp) Slemp stated the County Public Safety’s FY21 Capital Improvement Plan (“CIP”) includes $140,000 in funding for Brosville Fire and Rescue (“Brosville”) fire apparatus. Brosville has purchased a 2020 Pierce pumper/tanker with a 1250 gpm pump and 1800-gallon tank. This is replacing a 2001 E-One fire engine. Said apparatus meets the newly adopted Apparatus 7.a.a Packet Pg. 6 Attachment: 03-16-2021 Finance Committee Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Finance Committee March 16, 2021 Standards, and its approximate total cost is $420,000. Brosville was last awarded fire apparatus CIP funds in 2012. Motion to recommend to the full Board the awarding of fire apparatus CIP funding in the amount of $140,000 to Brosville for a 2020 Pierce pumper/tanker, conditioned on Brosville providing County Public Safety a copy of the fire apparatus sales contract. RESULT: APPROVED [UNANIMOUS] MOVER: Davis SECONDER: Miller AYES: Scearce, Miller, Davis, Dudley c. School's COVID-19 Carryover Expenditures Review (Staff Contact: Kimberly G. Van Der Hyde) Van Der Hyde stated the School Board requested to carryover COVID-19 Funds to the FY2021 Budget at the July 21, 2020, Board Meeting. At that time, these funds, totaling $1,599,926.76, were placed in a Contingency Fund until School Board needs could be evaluated. Scearce requested that the School Board provide information about the use of these funds when this information is available. In October, the Board approved a total of $200,000 of these funds to be used for a one (1)-time bonus for School employees. The use of the remainder of these funds is found in a letter was recently received from the Schools. Motion to approve the Schools COVID 19 expenditures as presented. RESULT: APPROVED [UNANIMOUS] MOVER: Davis SECONDER: Dudley AYES: Scearce, Miller, Davis, Dudley d. FY22 Budget Presentation and Budget Advertisement Approval (Staff Contact: David M. Smitherman) Smitherman presented his Budget Message to the Committee, which can be found on the County’s website at https://www.pittsylvaniacountyva.gov. There is roughly $300,000 in the Budget that is not assigned, and Smitherman gave an overview of requests that this money could be used for. The Budget Public Hearing Advertisements were also presented to the Committee. Motion to recommend the full Board approve the advertisement of the FY22 County Budget as presented. 7.a.a Packet Pg. 7 Attachment: 03-16-2021 Finance Committee Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Finance Committee March 16, 2021 RESULT: APPROVED [UNANIMOUS] MOVER: Davis SECONDER: Charles H. Miller, Supervisor - Banister District AYES: Scearce, Miller, Davis, Dudley MATTERS FROM COMMITTEE MEMBERS The Committee decided to meet again on March 30, 2021 to finish discussion regarding budget matters. Motion to recess Meeting until March 30, 2021 at 4:00 PM. RESULT: APPROVED [UNANIMOUS] MOVER: Davis SECONDER: Miller AYES: Scearce, Miller, Davis, Dudley ADJOURNMENT Scearce adjourned the Meeting at 4:08 PM. 7.a.a Packet Pg. 8 Attachment: 03-16-2021 Finance Committee Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) March 16, 2021 Pittsylvania County Economic Development Committee Meeting March 16, 2021 VIRGINIA: The Pittsylvania County Board of Supervisors’ Economic Development Committee was held on March 16, 2021, in the Elections and Training Center, 18 Depot Street, Chatham, Virginia. Chairman Warren called the Meeting to Order at 2:00 PM. The following Committee Members were present: Attendee Name Title Status Arrived Robert ("Bob") W. Warren Chairman; Chatham Blairs District Present 1:55 PM Ronald S. Scearce Supervisor; Westover District Present 1:50 PM Timothy W. Dudley Supervisor; Staunton River District Present 1:41 PM AGENDA ITEMS TO BE ADDED None. APPROVAL OF AGENDA Motion to approve Agenda. RESULT: ADOPTED [UNANIMOUS] MOVER: Dudley SECONDER: Scearce AYES: Warren, Scearce, Dudley NEW BUSINESS a. SRP Moral Obligation Offering Discussion (Staff Contact: Matthew D. Rowe) Rowe was present and stated that on May 8, 2020, Staunton River Plastics, LLC (“SRP”) announced plans to build a facility at the Southern Virginia Multimodal Park in Hurt, Virginia. Due to SRP’s existing contracts and credit worthiness, the County’s Industrial Development Authority (“IDA”) proposed to finance construction of a 150,000 square foot Phase 1 Facility and enter into a long-term Lease Purchase Agreement of the same with SRP. As part of this process, the County is now being requested by financing institutions to offer its Moral Obligation to securitize related IDA financing of the SRP Project. Consensus of the Committee to recommend to the full Board that the County offer its Moral Obligation to securitize IDA financing of the SRP Project. MATTERS FROM COMMITTEE MEMBERS CLOSED SESSION Motion to enter Closed Session. 7.a.b Packet Pg. 9 Attachment: 03-16-2021 Economic Development Committee - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Economic Development Committee March 16, 2021 The Committee entered Closed Session at 2:08 PM. RESULT: ADOPTED [UNANIMOUS] MOVER: Scearce SECONDER: Dudley AYES: Warren, Scearce, Dudley a. Consultation with legal counsel employed or retained by a public body regarding specific legal matters requiring the provision of legal advice by such counsel. (Staff Contact: J. Vaden Hunt, Esq.) (1) Legal Authority: Virginia Code § 2.2-3711(A)(8) Subject Matter: Project Unison Purpose: Legal Consultation b. Discussion concerning a prospective business or industry or the expansion of an existing business or industry where no previous announcement has been made of the business' or industry's interest in locating or expanding its facilities in the community. (Staff Contact: Matthew D. Rowe) (1) Legal Authority: Virginia Code § 2.2-3711(A)(5) Subject Matters: Projects FX, Shell, Cactus, and Matterhorn Purpose: Economic Development Updates on Unannounced Industries/Prospective Businesses RETURN TO OPEN SESSION AND CLOSED SESSION CERTIFICATION The Board returned to Open Session at 3:02 PM and the following Certification was recorded. PITTSYLVANIA COUNTY BOARD OF SUPERVISORS CLOSED MEETING CERTIFICATION BE IT RESOLVED that at the Economic Development Committee Meeting of the Pittsylvania County Board of Supervisors on March 16, 2021, the Committee hereby certifies by a recorded vote that to the best of each Committee Member’s knowledge only public business matters lawfully exempted from the Open Meeting requirements of the Virginia Freedom of Information Act (the “Act”) and identified in the Motion authorizing the Closed Meeting were heard, discussed, or considered in the Closed Meeting. If any Member believes that there was a departure from the requirements of the Act, he shall so state prior to the vote indicating the substance of the departure. The Statement shall be recorded in the Committee’s Minutes. Vote Scearce Yes Dudley Yes 7.a.b Packet Pg. 10 Attachment: 03-16-2021 Economic Development Committee - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Economic Development Committee March 16, 2021 Warren Yes ADJOURNMENT Warren adjourned the Meeting at 3:02 PM. 7.a.b Packet Pg. 11 Attachment: 03-16-2021 Economic Development Committee - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) March 16, 2021 Work Session Pittsylvania County Board of Supervisors Work Session March 16, 2021 VIRGINIA: The Pittsylvania County Board of Supervisors’ Work Session was held on March 16, 2021, in the Elections and Training Center, 18 Depot Street, Chatham, Virginia 24531. Chairman Warren called the Meeting to Order at 4:30 PM. The following Members were present: CALL TO ORDER (4:30 PM) Attendee Name Title Status Arrived Robert ("Bob") W. Warren Chairman; Chatham Blairs District Present 4:20 PM Ronald S. Scearce Vice-Chairman; Westover District Present 4:21 PM Joe B. Davis Supervisor; Dan River District Present 4:21 PM Timothy W. Dudley Supervisor; Staunton River District Present 4:22 PM Ben L. Farmer Supervisor; Callands-Gretna District Present 4:23 PM William ("Vic") Ingram Supervisor; Tunstall District Present 4:23 PM Charles H. Miller, Jr. Supervisor; Banister District Present 4:21 PM AGENDA ITEMS TO BE ADDED None. APPROVAL OF AGENDA Motion to approve Agenda. RESULT: ADOPTED [UNANIMOUS] MOVER: Ingram SECONDER: Davis AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller PRESENTATIONS None. STAFF, COMMITTEE, AND/OR CONSTITUTIONAL OFFICER REPORTS a. Small Business Assistance Fund Update (Staff Contact: Matthew D. Rowe); (5 minutes) McCulloch presented an update on the Small Business assistance Fund. The County has been awarded a $330,000 Grant from the Virginia Department of Housing and Community Development to provide local Grants of $15,000 maximum for small businesses showing personal protective equipment needs and related supplies or rental assistance to rapidly and safely reopen or remain open due to the COVID-19 Pandemic. The County has received twenty- three (23) applications since January 2021. Twelve (12) applicants have been chosen so far for 7.a.c Packet Pg. 12 Attachment: 03-16-2021 Work Session - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors March 16, 2021 Work Session this Grant. b. Gunn Garland CDBG Grant Update (Staff Contact: Emily S. Ragsdale); (5 minutes) Ragsdale stated that the County, in conjunction with Pittsylvania County Community Action, was awarded a $40,000 Planning Grant to assess the Gunn Garland road area. Once the reports were completed, a total of $2,494,200 worth of improvements were identified as being needed. This will allow the County to apply to the DHCD for additional funds for this Project. c. Solar Taxation Update (Staff Contacts: Emily S. Ragsdale and the Honorable Robin C. Goard); (20 minutes) Ragsdale and Goard briefed the Board on Solar Taxation with a presentation that can be found on the County’s website at http://www.pittsylvaniacountyva.gov. They stated the tax rate, depreciation schedule, and exemption rate depend on the size of the Project and who is operating it. The Revenue Share Ordinance must be adopted by the locality and it applies to Projects filed with the locality on or after July 1, 2020; not retroactive, but there are some exceptions, allowing localities to assess up to $1400* per MW of nameplate capacity per year for projects larger than 5 MW, and has indirect effect on state’s per-pupil contribution based on impacts to the Composite Index of Local Ability to Pay (CI). The current operational Solar Projects within the County are TPE Kentuck Solar, LLC, Whitmell Solar, LLC, Strata Solar, LLC, and the current Solar Projects that are under construction are Maplewood Solar I, LLC and Whitehorn Solar, LLC. d. Reassessment Update (Staff Contact: Nicholas A. Morris); (30 minutes) Morris and Cole provided the Board an update on the County Reassessment. The presentation can be found on the County website at http://www.pittsylvaniacountyva.gov. BUSINESS MEETING DISCUSSION ITEMS None, CLOSED SESSION The Board entered Closed Session at 5:52 PM. Motion to enter Closed Session. RESULT: ADOPTED [UNANIMOUS] MOVER: Scearce SECONDER: Dudley AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller a. Consultation with legal counsel employed or retained by a public body regarding specific legal matters requiring the provision of legal advice by such counsel. (Staff Contact: J. Vaden Hunt, Esq.) (1) Legal Authority: Virginia Code § 2.2-3711(A)(8) 7.a.c Packet Pg. 13 Attachment: 03-16-2021 Work Session - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors March 16, 2021 Work Session Subject Matters: Cool Branch/Franklin EMS Agreement; Keeling VFD Board of Directors Mass Resignation; Tax Legal Issue Purpose: Legal Consultations/Advice Regarding the Same b. Discussion or consideration of the acquisition of real property for a public purpose, or of the disposition of publicly held real property, where discussion in an open meeting would adversely affect the bargaining position or negotiating strategy of the public body. (Staff Contact: J. Vaden Hunt, Esq.) (1) Legal Authority: Virginia Code § 2.2-3711(A)(3) Subject Matters: Jail Land; Convenience Center Expansion Land Purpose: Discussion of Related Property Acquisitions for a Public Purpose RETURN TO OPEN SESSION AND CLOSED SESSION CERTIFICATION The Board returned to Open Session at 6:40 PM and the following Certification was recorded: PITTSYLVANIA COUNTY BOARD OF SUPERVISORS CLOSED MEETING CERTIFICATION BE IT RESOLVED that at the Pittsylvania County Board of Supervisors’ (“Board”) Meeting on March 16, 2021, the Board hereby certifies by a recorded vote that to the best of each Board Member’s knowledge only public business matters lawfully exempted from the Open Meeting requirements of the Virginia Freedom of Information Act (“Act”) and identified in the Motion authorizing the Closed Meeting were heard, discussed, or considered in the Closed Meeting. If any Board Member believes that there was a departure from the requirements of the Act, he shall so state prior to the vote indicating the substance of the departure. The Statement shall be recorded in the Board's Minutes. Vote Davis Yes Dudley Yes Farmer Yes Ingram Yes Miller. Yes Scearce Yes Warren Yes ADJOURNMENT Warren recessed the Meeting at 6:41 PM. 7.a.c Packet Pg. 14 Attachment: 03-16-2021 Work Session - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) March 16, 2021 Business Meeting Pittsylvania County Board of Supervisors Business Meeting March 16, 2021 VIRGINIA: The Pittsylvania County Board of Supervisors’ Business Meeting was held on March 16, 2021, in the Board Meeting Room, 39 Bank Street, SE, Chatham, Virginia 24531. Chairman Warren called the Meeting to Order at 7:00 PM. The following Members were present: CALL TO ORDER (7:00 PM) Attendee Name Title Status Arrived Robert ("Bob") W. Warren Chairman; Chatham Blairs District Present 6:49 PM Ronald S. Scearce Vice-Chairman; Westover District Present 6:50 PM Joe B. Davis Supervisor; Dan River District Present 6:49 PM Timothy W. Dudley Supervisor; Staunton River District Present 6:50 PM Ben L. Farmer Supervisor; Callands-Gretna District Present 6:49 PM William ("Vic") Ingram Supervisor; Tunstall District Present 6:49 PM Charles H. Miller, Jr. Supervisor; Banister District Present 6:49 PM AGENDA ITEMS TO BE ADDED Motion to revise the Agenda as follows: Revision to Consent Agenda Item 7(o): • Revise Chairman Warren’s Appointee to the Danville Utilities Commission from Scearce to Ingram Items to Be Added to Business Meeting’s Items from Work Session Agenda Section as Item 13(a) via Block Vote: • SRP Moral Obligation Offering Approval • Voting Equipment/ADA Equipment Purchase Request Approval • Brosville Fire Department Fire Apparatus CIP Release Approval • School’s COVID-19 Carryover Expenditures Approval • FY22 County Budget Advertisement Approval RESULT: ADOPTED [UNANIMOUS] MOVER: Davis SECONDER: Miller AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller APPROVAL OF AGENDA 7.a.d Packet Pg. 15 Attachment: 03-16-2021 Business Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors March 16, 2021 Business Meeting Motion to approve Agenda. RESULT: ADOPTED [UNANIMOUS] MOVER: Scearce SECONDER: Ingram AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller CONSENT AGENDA Motion to approve the Consent Agenda. RESULT: ADOPTED [UNANIMOUS] MOVER: Scearce SECONDER: Ingram AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller a. Minutes Approval (Staff Contact: Kaylyn M. McCluster) b. County Facilities Naming/Renaming Policy Adoption (Staff Contact: Kaylyn M. McCluster) c. Resolution # 2021-03-01 (Support for Expansion of Local Probation and Pretrial Services Programs) Adoption (Staff Contact: Kaylyn M. McCluster) d. Board Meeting Room Joint Use Agreement (Staff Contact: Kaylyn M. McCluster) e. Budget Amendments and Grants Approval (Staff Contact: Kimberly G. Van Der Hyde) f. Bill List Approval (on-line); (Staff Contact: Kimberly G. Van Der Hyde) g. County Budget Calendar Approval (Staff Contact: Kimberly G. Van Der Hyde) h. Rivermont Subdivision Vacation Approval (Staff Contact: Emily S. Ragsdale) i. Ison TROF LPA and Other Related Documents Approval (Staff Contact: Matthew D. Rowe) j. Dogwood Global TROF LPA and Other Related Documents Approval (Staff Contact: Matthew D. Rowe) k. IPG TROF LPA and Other Related Documents Approval (Staff Contact: Matthew D. Rowe) l. Operational Medical Director MOA Approval (Staff Contact: Christopher C. Slemp) m. RSAF Grant Application Submission Approval (Staff Contact: Christopher C. Slemp) n. Parks and Recreation Assumption of Risk and Waiver of Liability (to include COVID) Release Form Approval (Staff Contact: Justin Price) o. Danville Utilities Commission County Representative Appointment (Contact: Chairman Warren) 7.a.d Packet Pg. 16 Attachment: 03-16-2021 Business Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors March 16, 2021 Business Meeting -Change from Scearce to Ingram. PRESENTATIONS None. HEARING OF THE CITIZENS Chuck Angier, Callands-Gretna District, voiced his concerns regarding the parking at the Elections and Training Center during early voting, and suggested a moratorium regarding solar. PUBLIC HEARINGS Rezoning Public Hearings Case 1: Public Hearing: Case R-21-004 Blessed Beyond Measures, LLC; Rezoning from R- 1, Residential Suburban Subdivision District, and A-1, Agricultural District, to A-1, Agricultural District (Supervisor Ingram) Warren opened the Public Hearing at 7:08 PM. Andrea Huffstetler was present to represent the Petition. No one signed up to speak and Mr. Warren closed the Public Hearing at 7:09 PM. Motion to approve the rezoning of the six (6) subject properties, totaling 31.03 acres, from R-1, Residential Suburban Subdivision District, and A-1, Agricultural District, to A-1, Agricultural District, to allow the subject properties to be consolidated with adjacent parcels. The rezoning would be consistent with the County’s Comprehensive Plan. RESULT: APPROVED [UNANIMOUS] MOVER: Ingram SECONDER: Farmer AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller Other Public Hearings 1. Public Hearing: Gunn Garland CDBG Grant (Staff Contact: Emily S. Ragsdale) The County was awarded a Community Development Block Grant (“CDBG”) Comprehensive Community Development Planning Grant from the Department of Housing and Community Development in the amount of $40,000 to evaluate the housing and infrastructure needs of the Gunn Garland Road area. Final reports completed by Dewberry and Pittsylvania County Community Action show estimated infrastructure costs to extend water and sewer service to residents and estimated rehabilitation costs for eligible single-family dwellings along Gunn Garland Road. Cost estimates will be used to request funding to cover construction costs. As a condition of receiving the CDBG Grant, the DHCD requires the receiving locality to conduct a Public Hearing to seek public input/comment on the proposed project. Said Public Hearing has been legally and duly advertised. Warren opened the Public Hearing at 7:11 PM. No one signed up to speak and Warren closed the Public Hearing at 7:12 PM. 7.a.d Packet Pg. 17 Attachment: 03-16-2021 Business Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors March 16, 2021 Business Meeting Motion to support the proposed infrastructure and rehabilitation upgrades identified through the CDBG Comprehensive Community Development Planning Grant. RESULT: APPROVED [UNANIMOUS] MOVER: Davis SECONDER: Ingram AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller UNFINISHED BUSINESS None. NEW BUSINESS None MATTERS FROM WORK SESSION (IF ANY) Motion to approve the following items from the Work Session: • SRP Moral Obligation Offering • Voting Equipment/ADA Equipment Purchase Request • Brosville Fire Department Fire Apparatus CIP Release • School’s COVID-19 Carryover Expenditures • FY22 County Budget Advertisement RESULT: ADOPTED [UNANIMOUS] MOVER: Davis SECONDER: Ingram AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller BOARD MEMBER REPORTS • Davis thanked Ms. Angela Rigney, Director of Career and Technical Center for their representation at a national policy seminar. He stated that there was representation from two (2) Dan River High School students: Sydney Atkins and Hannah Walton represented the Dan River District. He thanked them for their representation, as well as their teacher. Mr. Davis thanked all Staff for preparations in moving forward. • Ingram requested continued prayers for the family of Lessie Webb, her brother was JT Emerson, and they were the founder of the Minnie Maude Foundation. She died on February 17, 2021. Also remember the family of Corporal Robert Grubbs, and the Sheriff's Department, and to also remember the Patty Owen family, Dick Huffman family, Coach Jack Bryant family, and Bobby Fleming. He also commended the School System for their efforts and thanked Tunstall, Brosville, Cascade, and Dry Fork Fire Departments for their efforts for the Tunstall District. 7.a.d Packet Pg. 18 Attachment: 03-16-2021 Business Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors March 16, 2021 Business Meeting • Farmer recognized Gretna High School scholarship recipients Anna Holt and Jack Hammock. • Warren also sent condolences to the Grubb family and the Sheriff and his Staff, as well as the Coach Jack Bryant family. He also stated that our partners in Danville have secured the PATHS mobile unit and will be able to take this on the road for the COVID vaccines and that will be a big win for the community overall. COUNTY ADMINISTRATOR REPORTS Smitherman stated that he presented the FY22 proposed Budget and will be having public meetings, on March 22 at Gretna High School, March 25 at Dan River High School, March 29 at the Board Meeting Room in Chatham, and March 30 at Tunstall High School. This gives an opportunity to ask questions about things going on with the Budget. Soon there will be a COVID vaccination site in Gretna. He also stated we can expect an announcement later this week about Broadband in the County. He also stated his regret for the miscommunication about the recently mailed reassessment letter and urged everyone to visit the County website to be educated regarding the reassessment process. ADJOURNMENT/RECESS Warren recessed the Meeting at 7:25 PM, and then reconvened the Work Session at 7:30 PM. The Board returned to Open Session at 7:54 PM and the following Certification was recorded: PITTSYLVANIA COUNTY BOARD OF SUPERVISORS CLOSED MEETING CERTIFICATION BE IT RESOLVED that at the Meeting of the Pittsylvania County Board of Supervisors (the “Board”) on March 16, 2021, the Board hereby certifies by a recorded vote that to the best of each Board Member’s knowledge only public business matters lawfully exempted from the Open Meeting requirements of the Virginia Freedom of Information Act (the “Act”) and identified in the Motion authorizing the Closed Meeting were heard, discussed, or considered in the Closed Meeting. If any Board Member believes that there was a departure from the requirements of the Act, he shall so state prior to the vote indicating the substance of the departure. The Statement shall be recorded in the Board's Minutes. Vote Davis Yes Dudley Yes Farmer Yes Ingram Yes Miller. Yes Scearce Yes Warren Yes Warren adjourned the Meeting at 7:55 PM. 7.a.d Packet Pg. 19 Attachment: 03-16-2021 Business Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) March 30, 2021 Pittsylvania County Finance Committee Meeting March 30, 2021 VIRGINIA: The Pittsylvania County Board of Supervisors’ Finance Committee was held on March 30, 2021, in the Elections and Training Center, 18 Depot Street, Chatham, Virginia 24531. Chairman Scearce called the Meeting to Order at 4:00 PM. The following Members were present: Attendee Name Title Status Ronald S. Scearce Chairman - Westover District Present Charles H. Miller, Jr. Supervisor - Banister District Absent Joe B. Davis Supervisor - Dan River District Present Timothy W. Dudley Supervisor - Staunton River District Present AGENDA ITEMS TO BE ADDED None. APPROVAL OF AGENDA Motion to approve Agenda. RESULT: ADOPTED [UNANIMOUS] MOVER: Davis SECONDER: Dudley AYES: Scearce, Davis, Dudley ABSENT: Miller UNFINISHED BUSINESS a. Review of Proposed Budget (Staff Contact: David M. Smitherman) Smitherman stated there were requests submitted that he did not include in the Budget but are on the table for consideration. There is currently about $300,000 in the Contingency Budget. There was a request for bullet-proof vests, as well as a request for a new position in the Clerk of Court’s Office. There was also a request for two (2) jail vehicles, and the School Board requested an increased contribution, the Treasurer’s Office asked for legal services, and there was a part-time salary requested for a position in the Jail. Funding for the Volunteer Agencies was also discussed. There has been a Funding Formula developed for these agencies, but there are concerns among the Fire and Rescue Commission that there is a too dramatic increase/cut for a single year, so they suggested to go back and revisit that formula. There was a lot of discussion regarding the funding of volunteer agencies. There was also discussion regarding Compensation Board offices receiving a five percent (5%) salary increase and how that is a mandate by the State that trickles down to the local level. Davis brought up the issue of localities receiving sales tax from online sales. County Staff agreed to look further into this. MATTERS FROM COMMITTEE MEMBERS 7.a.e Packet Pg. 20 Attachment: 03-30-2021 Finance Committee Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Finance Committee March 30, 2021 None. ADJOURNMENT Scearce adjourned the Meeting at 5:09 PM. 7.a.e Packet Pg. 21 Attachment: 03-30-2021 Finance Committee Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) April 1, 2021 Pittsylvania County Board of Supervisors Called Meeting April 1, 2021 VIRGINIA: The Pittsylvania County Board of Supervisors’ Called Meeting was held on April 1, 2021, in the Board Meeting Room, 39 Bank Street, SE, Chatham, VA 2431. Chairman Warren called the Meeting to Order at 7:00 PM. The following Members were present: Attendee Name Title Status Robert ("Bob") W. Warren Chairman; Chatham Blairs District Present Ronald S. Scearce Vice-Chairman; Westover District Present Joe B. Davis Supervisor; Dan River District Absent Timothy W. Dudley Supervisor; Staunton River District Present Ben L. Farmer Supervisor; Callands-Gretna District Present William ("Vic") Ingram Supervisor; Tunstall District Present Charles H. Miller, Jr. Supervisor; Banister District Present APPROVAL OF AGENDA Motion to approve Agenda. RESULT: ADOPTED [UNANIMOUS] MOVER: Dudley SECONDER: Miller AYES: Warren, Scearce, Dudley, Farmer, Ingram, Miller ABSENT: Davis PUBLIC HEARINGS a. FY2022 Proposed Pittsylvania County School Budget The Board held a Public Hearing to hear citizen input on the proposed Fiscal Year 2022 School Budget. The School Budget is part of the overall County Budget, which does not propose a tax increase to fund. Warren opened the Public Hearing at 7:03 PM. No one signed up to speak and Warren closed the Public Hearing at 7:03 PM. b. FY2022 Proposed Pittsylvania County Budget The Board held a Public Hearing to hear citizen input on the proposed Fiscal Year 2022 County Budget. Per Virginia law, said Budget will not be considered for adoption until seven (7) days after this Public Hearing. Said Budget does not propose a tax increase. Warren opened the Public Hearing at 7:04 PM. No one signed up to speak and Warren closed the Public Hearing at 7:04 PM. 7.a.f Packet Pg. 22 Attachment: 04-01-2021 Called Meeting - Budget Public Hearings (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors April 1, 2021 Called Meeting ADJOURNMENT Warren adjourned the Meeting at 7:05 PM. 7.a.f Packet Pg. 23 Attachment: 04-01-2021 Called Meeting - Budget Public Hearings (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) April 6, 2021 Pittsylvania County Finance Committee Meeting April 6, 2021 VIRGINIA: The Pittsylvania County Board of Supervisors’ Finance Committee was held on April 6, 2021, in the Elections and Training Center, 18 Depot Street, Chatham, Virginia 24531. Chairman Scearce called the Meeting to Order at 3:00 PM. The following Committee Members were present: Attendee Name Title Status Arrived Ronald S. Scearce Chairman; Westover District Present 2:55 PM Charles H. Miller, Jr. Supervisor; Banister District Present 2:48 PM Joe B. Davis Supervisor; Dan River District Present 2:57 PM Timothy W. Dudley Supervisor; Staunton River District Absent AGENDA ITEMS TO BE ADDED Motion to add Fire and Rescue Needs to the Agenda for Mount Cross and Cascade. RESULT: ADOPTED [UNANIMOUS] MOVER: Miller SECONDER: Davis AYES: Scearce, Miller, Davis ABSENT: Dudley APPROVAL OF AGENDA Motion to approve Agenda. RESULT: ADOPTED [UNANIMOUS] MOVER: Davis SECONDER: Miller AYES: Scearce, Miller, Davis ABSENT: Dudley NEW BUSINESS a. Constitutional Officer Appointments Mark Scarce thanked the Board for their continued support. There were 2,578 concealed handgun permits issued last year, there were 6,569 deeds and land records recorded. $616,118.43 was passed on to the County from deeds and such last year. Haskins stated there are two (2) major changes coming. As of July 1, 2021, there will be an increase in jury trial demands which will increase the cost of the Clerk’s Office to pay for the jury fee. There is also new legislature that opens all files to the VA FOIA, and information must be redacted such as the victim’s name or anything that can identify the victim, as well as audio 7.a.g Packet Pg. 24 Attachment: 04-06-2021 Finance Committee Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Finance Committee April 6, 2021 and video. He stated he just wanted to give a heads up that this could result in needing more help or he could be faced with having to stop prosecuting cases. There could be a possibility of needing another assistant position at $60,000 - $65,000 for salary. Shorter stated his $20,000 request in legal services was from the amount that he went over last year. The Courts have been closed and there have not been delinquent sales in a while, but he anticipates that picking back up once things begin to return to normal. He also briefed the Board on how the phone system can be improved. County IT did what they could to use the system we already have, but it does not work accurately. What is really needed is a call que to assist and give accurate information to the citizens calling. Sheriff Taylor stated there was a three percent (3%) reduction in the Budget for the Sheriff’s Office and a nine percent (9%) reduction for the Jail Budget. He stated the part-time position currently has $188,569 within one hundred and five (105) Judgments and has collected $202,212 so far. He said that increases will be coming for when officers are on the Range. The shooting training will increase from having to do one hundred (100) rounds to being required to complete two hundred fifty (250) rounds, so this supply cost will increase. Field training will increase from forty (40) hours to one hundred (100) hours. He stated the Courthouse Security Fund was diminishing so it was suggested to hire two (2) full-time deputies to run the scanners for the Courthouse Complex entrance. The Court meets two hundred forty-five (245) days per year, and this puts a big burden on just two (2) people working those scanners. Due to possible sickness and vacation time off, he further suggested to be aware that it is possible there will be other people having to assist with these duties. The Sheriff’s Office has also investigated 3,845 concealed carry applications at $35 each this year. b. FY22 County Budget Discussion (Staff Contact: David M. Smitherman) There was discussion regarding Fire and Rescue funding and discussion regarding the Sheriff's van purchase. The Committee requested Sheriff Taylor to research mini diesel buses, to see if they would work for his needs and have a better lifespan than a van. Smitherman stated there is roughly $300,012 in the Contingency Fund and they typically like to leave approximately $250,000 in there. Warren questioned if they were able to make changes after the Budget is approved, and Smitherman confirmed that the payments do not go out until July. c. Fire and Rescue Needs There was discussion regarding apparatus funding and Smitherman stated the Fire and Rescue Commission (“FRC”) is currently working on an apparatus inventory and replacement schedule. There was more discussion regarding the Fire and Rescue Funding Formula and the Committee decided to hold off on that item until the FRC revisits that item. d. Recommendation to Full Board Motion to recommend the Budget as is to the Full Board and leaving the contingencies as is. 7.a.g Packet Pg. 25 Attachment: 04-06-2021 Finance Committee Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Finance Committee April 6, 2021 RESULT: APPROVED [UNANIMOUS] MOVER: Davis SECONDER: Miller AYES: Scearce, Miller, Davis ABSENT: Dudley MATTERS FROM COMMITTEE MEMBERS ADJOURNMENT Scearce adjourned the Meeting at 4:37 PM. 7.a.g Packet Pg. 26 Attachment: 04-06-2021 Finance Committee Meeting - DRAFT (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) April 8, 2021 Called Meeting Pittsylvania County Board of Supervisors Called Meeting April 8, 2021 VIRGINIA: The Pittsylvania County Board of Supervisors held a Called Meeting on April 8, 2021 in the Board Meeting Room, 39 Bank Street, SE, Chatham, Virginia 24531. Chairman Warren called the Meeting to Order at 7:00 PM. The following Members were present: Attendee Name Title Status Arrived Robert ("Bob") W. Warren Chairman; Chatham Blairs District Present 6:56 PM Ronald S. Scearce Vice-Chairman; Westover District Present 6:43 PM Joe B. Davis Supervisor; Dan River District Present 6:52 PM Timothy W. Dudley Supervisor; Staunton River District Present 6:44 PM Ben L. Farmer Supervisor; Callands-Gretna District Present 6:49 PM William ("Vic") Ingram Supervisor; Tunstall District Present 6:45 PM Charles H. Miller, Jr. Supervisor; Banister District Present 6:50 PM AGENDA ITEMS TO BE ADDED None. APPROVAL OF AGENDA Motion to approve Agenda. RESULT: ADOPTED [UNANIMOUS] MOVER: Scearce SECONDER: Ingram AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller NEW BUSINESS a. Approval of School Budget (Staff Contact: Kimberly G. Van Der Hyde) The Board held the statutorily required Public Hearing for citizen input on the proposed FY22 County School Budget, totaling $113,505,366, on Thursday, April 1, 2021. Said Public Hearing was also advertised in The Chatham Star Tribune on March 2, 2021; thereby, satisfying the requirements of Virginia Code § 15. 2-2506. Motion to approve the FY22 County School Budget in the amount of $113,505,366, which includes a local appropriation of $19,736,709. 7.a.h Packet Pg. 27 Attachment: 04-08-2021 Called Meeting - Budget Approval (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors April 8, 2021 Called Meeting RESULT: APPROVED [UNANIMOUS] MOVER: Davis SECONDER: Scearce AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller b. Approval of FY22 County Budget/Budget Resolution (Staff Contact: Kimberly G. Van Der Hyde) The Board held the statutorily required Public Hearing on the proposed FY22 County Budget, totaling $211,321,028, on Thursday, April 1, 2021. Said Public Hearing was advertised in The Chatham Star Tribune on March 24, 2021; thereby, satisfying the requirements of Virginia Code § 15. 2- 2506. Motion to approve the FY22 County Budget in the amount of $211,321,028, which includes the FY22 County School Budget of $113,505,366, and the corresponding Budget Resolution. RESULT: APPROVED [UNANIMOUS] MOVER: Scearce SECONDER: Davis AYES: Warren, Scearce, Davis, Dudley, Farmer, Ingram, Miller ADJOURNMENT Warren adjourned the Meeting at 7:02 PM. 7.a.h Packet Pg. 28 Attachment: 04-08-2021 Called Meeting - Budget Approval (2457 : Minutes Approval (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Annual Appointments); (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCLuster Agenda Date: April 20, 2021 Item Number: 7.b Attachment(s): BOS Bylaws 2021 Reviewed By: SUMMARY: For the Board’s review and consideration, attached are proposed revisions to the Board’s Bylaws and Rules of Procedures (“Bylaws”) adding Naming Committee (Section 4.2(t)) and Danville Utilities Commission (Section 4.2(u)) appointments to the Chairman’s annual appointment list at the Board’s Reorganization Meeting. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board adopting the attached revised Bylaws as presented. MOTION: “I make a Motion to adopt the attached revised Bylaws as presented.” 7.b Packet Pg. 29 Page 1 of 8 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS’ BYLAWS AND RULES OF PROCEDURE (B.S.M. 2/02/04, 4/15/08, 2/02/09, 2/01/10, 4/20/10, 9/20/11, 6/19/12, 2/4/13, 7/01/13, 10/06/14, 11/03/14, 6/06/16, 2/6/17, 3/20/18, 1/03/19, 3/17/20, 05/19/20, 2/16/21, 4/20/21) PURPOSE. To establish and set forth certain rules to provide for the orderly conduct of Pittsylvania County, Virginia (“County”), business, to prescribe the manner and procedure by which the Pittsylvania County Board of Supervisors (“Board of Supervisors” or “Board”) shall conduct matters of business, and to provide for the efficient handling thereof. ARTICLE I. BOARD OFFICER ELECTION, COMPOSITION, FUNCTION, COMPENSATION, AND BENEFITS. 1.1. Board Composition. The Board shall be composed of seven (7) members who shall be elected by the qualified voters of the County for four (4)-year terms; one (1) member shall be elected from each of the seven (7) election districts. Pursuant to § 24.2-219, Code of Virginia, 1950, as amended, beginning with the November 2015 General Election, the Board was elected to staggered terms as follows: the voters in the Banister, Callands-Gretna, and Dan River Election Districts shall elect a member of the Board for a two (2)-year term, and the voters in the Chatham- Blairs, Staunton River, Tunstall, and Westover Election Districts shall elect a member of the Board for a four (4)-year term. At the November 2017 General Election, the voters in the three (3) Election Districts in which a Supervisor was elected for a two (2)-year term, elected a Supervisor for a four (4)-year term, and thereafter elections for all Supervisors are held on a biennial basis for four (4)-year terms. 1.2. Chairman; Election and Duties. At the Regular Board Meeting in January each year (“Reorganizational Meeting”), or at any other time as determined by a majority of the Board, there shall be elected a Chairman to serve for a period of one (1) year expiring on December 31st, or until replaced by Board Membership. The County Administrator, serving as temporary Chairman, shall take nominations. Nominations require a second, and the vote will be taken in the order the nominations are made. A majority vote is required. It shall be the Chairman’s duty to preside at all Board meetings, and to maintain the orderly conduct thereof. He/she shall sign all voucher warrants of the County; and when the Board is not in session, he/she shall provide policy guidance to the County Administrator and the County Attorney. The Chairman shall continue to be a voting member of the Board. The Chairman, with guidance from County Staff and consultation with other Board Members, can authorize the advertisement and conducting of Public Hearings. 1.3. Vice-Chairman; Election and Duties. The Board shall also elect a Vice-Chairman to serve a concurrent term with the Chairman. In the absence or incapacity of the Chairman, the Vice- Chairman shall assume all the duties and functions of the Chairman. In the case where the Chairman and Vice-Chairman are absent from a Meeting, the remaining Members present shall choose one (1) of their number as temporary Chairman. 7.b.a Packet Pg. 30 Attachment: BOS Bylaws 2021 (2447 : BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Page 2 of 8 1.4. Board Function. The Board shall have both administrative and legislative responsibilities, some of which shall be discharged in their role as governing body, and some of which they derive as an administrative political subdivision of the Commonwealth. The powers and duties of the Board shall include, but not be limited to, the following: preparation and adoption of the County Budget, levying of taxes, appropriating funds, constructing and maintaining County buildings, making and enforcing Ordinances, providing for the general health, safety, and welfare of the public, and generally exercising all other powers and functions normally attributed to government and permitted by the laws of the Commonwealth. 1.5. Board Compensation. Board compensation shall be governed by §§ 15.2-1406, 15.2- 1414.1, 15.2-1414.2, and/or 15.2-1414.3, Code of Virginia, 1950, as amended. 1.6. Board Benefits. Board benefits shall be governed by governed by §§ 15.2-1414.2 and/or 15.2-1414.3, Code of Virginia, 1950, as amended. Board benefits shall include all applicable fringe benefits available to other County employees, including health and dental insurance. Upon receipt of an itemized report by the Deputy Clerk, Board Members shall be reimbursed up to $350.00 monthly for in-County travel while performing official duties related to their office. Board Members shall not receive dedicated internet service at their residence. Upon County separation, Board Members shall be able to purchase their assigned County-owned electronic devices for fair market value. ARTICLE II. MEETINGS. 2.1. Regular Meetings. The Board shall meet regularly on the third (3rd) Tuesday of each month in the at 4:30 p.m. for a Work Session and at 7:00 p.m. for a Business Meeting for the purpose of discharging their administrative and legislative responsibilities. The location of the Work Session and Business Meeting shall be determined at the Board’s Reorganizational Meeting or identified in the Notice of the same. The Board shall also be authorized to set other dates for Regular Meetings, and all other Meetings, at the Reorganizational Meeting, or at any other appropriate time(s). 2.2. Parliamentary Procedure. All such Meetings shall be open to the public and shall be conducted in an orderly fashion with the most recent edition of Robert’s Rules of Order being used for parliamentary procedure. 2.3. Sergeant of Arms. The County’s Sheriff, or his/her designee, shall act as “Sergeant of Arms” at all Board Meetings, and shall, when so directed by the Chairman, expel any person or persons from such Meetings. 2.4. Meeting Seating. The Chairman shall sit in the middle of the dais, and all other seats shall be selected by Board Members based on longevity of Board membership. 2.5. Agendas. Agendas shall be prepared by the Clerk and used at all Meetings. All items requested to be placed on the Agenda shall be submitted in writing to the Clerk, or his/her designee, ten (10) working days before the Meeting; however, Board Members may make oral requests. Any 7.b.a Packet Pg. 31 Attachment: BOS Bylaws 2021 (2447 : BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Page 3 of 8 items received after that time shall appear on the next Regular Meeting Agenda, unless a majority of the Board present vote to place such items on the current Agenda. 2.6. Meeting Order. The Meeting Order of all the Board’s Work Sessions and Business Meetings shall be as follows: Work Session Meeting Order: Call to Order (4:30 p.m.) Roll Call Agenda Items to be Added Approval of Agenda Presentations Staff, Committee, and/or Constitutional Officer Reports Business Meeting Discussion Items Closed Session (if any) Return to Open Session and Closed Session Certification (if required) Adjournment Business Meeting Order: Call to Order (7:00 p.m.) Roll Call Moment of Silence Pledge of Allegiance Agenda Items to be Added Approval of Agenda Consent Agenda Presentations Hearing of the Citizens Public Hearings A. Zoning Public Hearings B. Other Public Hearings Unfinished Business New Business Matters from Work Session (if any) Board Member Reports County Administrator/County Attorney Reports Adjournment 2.7. Presentations. All presentations to the Board shall be limited to a maximum of ten (10) minutes. 7.b.a Packet Pg. 32 Attachment: BOS Bylaws 2021 (2447 : BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Page 4 of 8 2.8. Appointments. All non-Chairman appointments to boards, committees, and other entities shall occur during the Board’s Business Meeting’s Consent Agenda Section, unless a Board Member, following a second and an affirmative majority vote, removes the same to the Board’s New Business Agenda Section for more discussion and/or potential action. 2.9. Recognitions. The particular method of recognition (i.e., Certificate, Resolution, and/or plaque) shall be governed by the Board’s Policy on Recognitions formally adopted on October 15, 2019 and made a part hereof. 2.10. Public Hearings. All Public Hearings on Business Meetings shall be conducted as follows: Each person addressing the Board under a Public Hearing shall step up, give his/her name and district, and/or his/her place of residency for non-County citizens, in an audible tone of voice for the record, and, unless further time is granted by the Chairman, shall limit his/her address to three (3) minutes; speakers for a group shall be limited to ten (10) minutes. Speakers shall conclude their remarks at that time, unless the consent of the Board is affirmatively given to extend the speakers allotted time. All remarks shall be addressed to the Board as a body and not to any individual member thereof. No person, other than the Board and the person having the floor, shall be permitted to enter into any discussion, either directly or indirectly or through a Board Member, without first being recognized by the Chairman. No question shall be asked a Board Member except through the Chairman. 2.11. Hearing of the Citizens. All Hearing of the Citizens on Business Meetings shall be conducted as follows: Each person addressing the Board under Hearing of the Citizens shall be a resident or landowner of the County, or the registered agent of such resident or landowner. Each person shall step up, give his/her name and district in an audible tone of voice for the record, and unless further time is granted by the Chairman, shall limit his/her address to three (3) minutes. No person shall be permitted to address the Board more than once during Hearing of the Citizens. All remarks shall be addressed to the Board as a body and not to any individual Member thereof. Hearing of the Citizens shall last for a maximum of forty-five (45) minutes. Any individual that is signed up to speak during said section who does not get the opportunity to do so because of the aforementioned time limit, shall be given speaking priority at the next Board Meeting. 2.12. Special Meetings. The Board may from time-to-time hold special, called, adjourned, and/or informational meetings in accordance with the laws of the Commonwealth. 2.13. Motions/Resolutions. Each oral Motion or Resolution shall be recorded by the Deputy Clerk and may be read back to the whole Board by the Deputy Clerk, if so requested, before any vote is taken. 2.14. Board Member Reports. Board Member Reports shall be used for individual Board Members to share information with other Board Members and/or the public. No official action may take place during Board Member Reports. 2.15. Closed Meetings. Closed Meetings of the Board shall be requested in the same manner as prescribed in Section 2.5 or added as allowed by the Virginia Freedom of Information Act. 7.b.a Packet Pg. 33 Attachment: BOS Bylaws 2021 (2447 : BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Page 5 of 8 2.16. Quorum and Method of Voting. At any Board Meeting, a majority of the Supervisors present shall constitute a quorum. A majority of the Board shall mean four (4). All questions submitted to the Board for decision shall be determined by a viva voce vote or approved electronic voting method of a majority of the Board present voting on any such question, unless otherwise provided by law. The name of each Member voting and how he/she voted must be recorded. The Board has elected not to have a tie breaker as provided for by the Code of Virginia, and a tie vote on any Motion shall be considered defeated as provided for in § 15.2-1420, Code of Virginia, 1950, as amended. Each Board Member present when a question is put shall vote “yes” or “no.” No Board Member shall be excused from voting, except on matters involving the consideration of his/her own official conduct, where his/her own financial interests are involved, or where he/she may have a conflict of interest, pursuant to the Virginia State and Local Government Conflict of Interests Act. 2.17. Roll Call Procedure. (1) Board Members shall either cast votes in District order on a rotating basis, or simultaneously if using an approved electronic voting method. (2) The Board Chairman shall cast the last vote, unless using an approved electronic voting method. 2.18. Remote Participation in Board Meeting. As authorized by § 2.2-3708.2, Code of Virginia, 1950, as amended, the Board shall allow the participation of Board Members in a Meeting through electronic communication means from a remote location that is not open to the public subject to complying with all parts of the following written policy: 1. On or before the day of a Meeting, the Supervisor shall notify the Board Chairman that the Supervisor is unable to attend the meeting due a personal matter, and the Supervisor shall identify with specificity the nature of the personal matter, or the Supervisor shall notify the Board Chairman that the Supervisor is unable to attend a meeting due to a temporary or permanent disability or other medical condition that prevents the Supervisor’s physical attendance. The Board shall record the specific nature of the personal matter or fact of temporary or permanent disability, and the remote location from which the absent Supervisor participated in its minutes. 2. If the absent Supervisor’s remote participation is disapproved, because such participation would violate the strict and uniform application of this written policy, such disapproval shall be recorded in the Board’s Minutes. 3. Such participation by the absent Supervisor shall be limited in each calendar year to two (2) meetings. 4. A quorum of the Board shall be physically assembled at the primary or central meeting location. 7.b.a Packet Pg. 34 Attachment: BOS Bylaws 2021 (2447 : BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Page 6 of 8 5. The Board shall arrange for the voice of the absent Supervisor to be heard by all persons in attendance at the primary or central meeting location. ARTICLE III. COUNTY ADMINISTRATOR. 3.1. The Board may appoint a County Administrator who shall serve at the pleasure of the Board. Once appointed, the County Administrator shall be the Chief Administrative Officer of the County and shall perform his/her duties in accordance with the laws of the Commonwealth and the policies of the County as established by the Board for that purpose. ARTICLE IV. BOARD COMMITTEES. 4.1. The Board Standing Committees shall be as follows: (a) Finance/Insurance: To aid and advise in the preparation on the County Budget and make recommendations concerning Fiscal Policy. (b) Personnel: To review policies and practices and make recommendations regarding the same. (c) Property/Building: To view buildings and grounds and make recommendations regarding the same. (d) Legislative Committee: The Legislative Committee, in collaboration with the County Attorney, shall review, propose changes, and maintain current revisions to the Board of Supervisors’ Bylaws and Rules of Procedure; review, propose changes, and maintain current revisions to the Pittsylvania County Board of Supervisors Policies and Procedures Manual; and review, propose changes, set public hearings for any proposed changes, and maintain current revisions to the Pittsylvania County Code. 4.2. At the Board’s Reorganizational Meeting, or at any other appropriate time(s), membership to the above-Standing Committees and the following entities shall be appointed by the Board Chairman for a specific term of office as determined by the Chairman: (a) Computer/Radio/Telecommunications (b) BOS/School Joint Liaison (c) Economic Development (d) Solid Waste (e) Dan River Business Development Center (f) Danville-Pittsylvania Regional Facility Authority (g) Fire and Rescue Commission (h) Local Elected Officials (i) Metropolitan Planning Organization (j) Pittsylvania County Community Action Agency (k) Pittsylvania County Planning Commission (l) Roanoke River Basin Association (m) SARA Title III/D-PC Local Emergency Planning 7.b.a Packet Pg. 35 Attachment: BOS Bylaws 2021 (2447 : BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Page 7 of 8 (n) Pittsylvania County Social Services Board (o) Virginia Association of Counties Committee (p) West Piedmont Planning District Commission (q) Community Policy Management Team (r) Staunton River Regional Facility Authority (s) Tri-County Lake Advisory Committee (t) Naming Committee (u) Danville Utilities Commission 4.3. The Board may, from time-to-time, direct that the Board Chairman appoint other committees for a specific purpose with a limited duration. 4.4. The Board Chairman shall be authorized to temporarily participate, including voting, in any committee for the purpose of creating a quorum. 4.5. The Board and/or Board Chairman shall be authorized, to the extent allowed by law, to remove any of its/his appointee(s) to any committee or other entity. 4.6. The Board shall strive to require all potential committee or other entity appointees to submit a letter of interest, resume, and/or application prior to appointment. 4.7. The Board shall strive to create a uniform stipend policy for all appointed committees and other entities. ARTICLE V. CERTAIN ORDINANCES AND RESOLUTIONS TO LIE OVER. 5.1. No Ordinance or Resolution imposing taxes or appropriating money from General Fund balances, not included in the adopted Budget, in excess of $50,000, shall be passed until after ten (10) days from the introduction thereof. This shall not restrict the appropriation of State, Federal, or other funds not in the current General Fund balances. ARTICLE VI. RECORDATION OF ORDINANCES AND RESOLUTIONS. 6.1. Every Resolution upon its final passage shall be recorded in a book kept for that purpose and shall be authenticated by the signature of the Chairman and the County Administrator. 6.2. Every Resolution shall be authenticated and recorded in the same manner as in 6.1- above. 6.3. Every Motion appropriating funds or adopting an Ordinance shall be by Roll Call vote. 6.4. Every Ordinance passed by the Board shall be incorporated into the Pittsylvania County Code. ARTICLE VII. AMENDMENTS AND ADOPTIONS. 7.b.a Packet Pg. 36 Attachment: BOS Bylaws 2021 (2447 : BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Page 8 of 8 7.1. Amendments to these Bylaws and Rules of Procedure may be made at any Board Meeting by a majority vote of the Board present, after a notice of intent to amend has been given to each Board member not less than ten (10) days prior to such Meeting. 7.2. Adoption of the Bylaws and Rules of Procedures shall be by simple majority vote of the Board present and shall be in force and effect on the day after their passage. 7.b.a Packet Pg. 37 Attachment: BOS Bylaws 2021 (2447 : BOS Bylaws Revisions Approval (add Naming Committee and Danville Utilities Commission to Chairman Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: VDOT Secondary Six (6)-Year Public Hearing Advertisement Authorization (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.c Attachment(s): Roads already on plan proposed roads to add Reviewed By: SUMMARY: The Virginia Department of Transportation's (“VDOT”) Six (6) Year Improvement Plan (SYIP) is a document that outlines planned spending for transportation projects proposed for construction development or study for the next six (6) years. The SYIP is updated annually. The Board recommends secondary road improvements for inclusion in the SYIP, which is ultimately approved by the Commonwealth Transportation Board. As reviewed/discussed at the Work Session, attached are the County’s SYIP and related document. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board grant authorization to advertise for the VDOT SYIP Public Hearing at the Board’s May Business Meeting. MOTION: “I make a Motion to authorize the advertisement for the VDOT SYIP Public Hearing at the Board’s May Business Meeting.” 7.c Packet Pg. 38 District Route Road Name Length Staunton River 607 Robertson Rd 0.5 Callands / Gretna 605 Toshes Rd 1.4 Banister 707 Cox's Store Rd 1.1 Callands / Gretna 886 Gandy Rd 1.4 Banister 669 Melon Road 1.3 Staunton River 602 Moons Road 0.56 Callands / Gretna 793 Cherrystone Lake Rd 2.4 Callands / Gretna 774 Darby Rd 2.4 Staunton River 601 Hubbard Rd 1.4 Staunton River 638 Roark Mill Rd 0.7 Dan River 889 Olivers Lane 0.6 Callands / Gretna 741 Friendly Drive 2.2 Callands / Gretna 750 Oxford Rd 1.4 Staunton River 924 Pocket Rd 0.8 Roads already on Six Year Plan 7.c.a Packet Pg. 39 Attachment: Roads already on plan (2458 : VDOT Secondary Six (6)-Year Public Hearing Advertisement Authorization (Staff Contact: Kaylyn M. Area Route Road Name Length Staunton River 766 Magnolia Rd. 0.5 792 Tucker Rd.1.5 940 Owens Mill Rd.0.9 654 Daltons Farm Ln.1.0 Westover 1527 Almond Rd. 1.0 Banister 893 Chestnut Ln.0.5 1052 Pitchfork Rd.0.25 Callands / Gretna 783 Tomahawk Mill Rd.2.45 789 Valley Rd. 1.1 929 Victoria Rd.1.9 803 Hawkins Rd.1.3 Tunstall 842 Hollyville Dr. 0.7 822 Ponderosa Rd.0.5 Chatham Blairs 975 Eddies Ln.0.5 Dan River 709 Herman Farmer Rd.0.7 Total:14.8 Proposed roads to add to Six Year Plan 7.c.b Packet Pg. 40 Attachment: proposed roads to add (2458 : VDOT Secondary Six (6)-Year Public Hearing Advertisement Authorization (Staff Contact: Kaylyn M. Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Elections and Training Center Joint Use Agreement Approval (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.d Attachment(s): 03-22-2021 JOINT USE AGREEMENT - ETC Reviewed By: SUMMARY: The County spent approximately $400,000 of its CARES Act funds to create/renovate the Elections and Training Center (“ETC’) that can accommodate the Registrar’s Office, early voting, and hold trainings and meetings for the Board and other County Boards and Departments. The Board desires that County associated public entities utilize the ETC to enhance employee and citizen engagement, participation, and public transparency. For this Board’s review and consideration, the ETC Joint Use Agreement (“Joint Use Agreement”) detailing the joint use of the same by both the County the Electoral Board is attached. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board approve the attached Joint Use Agreement as presented. MOTION: “I make a Motion to approve the attached Joint Use Agreement as presented.” 7.d Packet Pg. 41 Page 1 of 4 JOINT USE AGREEMENT This JOINT USE AGREEMENT (“Agreement”) is between the PITTSYLVANIA COUNTY ELECTORAL BOARD (“Electoral Board”) and the PITTSYLVANIA COUNTY BOARD OF SUPERVISORS (“Board”); (individual “Party;” collectively “Parties”) for use of the Elections and Training Center (“Facility”). WHEREAS, Pittsylvania County, Virginia (“County”), spent approximately $400,000 of its CARES Act funds to create a Facility that can accommodate the Registrar’s Office, early voting, and hold trainings and meetings for the Board and other County Boards and Departments; and WHEREAS, the Board desires that County associated public entities utilize this room to enhance employee and citizen engagement and public transparency; and WHEREAS, the Board cooperates in making the Training Room and related Facility available for elections purposes; and WHEREAS, it is in the public interest and economical advantage to obtain maximum benefits from investments of public expenditures; and WHEREAS, there is considerably valuable equipment placed in the Training Room to enable remote meeting participation and recordings; and WHEREAS, it is the intent of all Parties to create opportunities to promote public service, participation, and information to County citizens. NOW, THEREFORE, BE IT RESOLVED, that this Agreement for the use the Facility for County business and informational purposes, as published herein, shall be the policy of the Board and the Electoral Board. I. GENERAL INFORMATION: A. In support of this Agreement, the County Administrator shall make available the Training Room and related Facility for County business administered by the Electoral Board and/or their designee. B. All Parties to this Agreement understand that the Facility was created to provide a suitable space for the Registrar’s Office, Early Voting, and County/Electoral Board Meetings and Trainings to be held while providing utmost transparency and information for County citizens. C. This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved in the same manner as this Agreement. 7.d.a Packet Pg. 42 Attachment: 03-22-2021 JOINT USE AGREEMENT - ETC (2470 : Elections and Training Center Joint Use Agreement Approval (Staff Contact: Page 2 of 4 II. SCHEDULING OF MEETINGS: A. GENERAL: 1. The foremost priority for use of the Training Room is assigned to the Board, their appointed Boards or Commissions, and the Electoral Board for its regular meeting use. 2. The second priority for the use of the Training Room is assigned to secondary meetings involving County matters. The County shall be recognized as the scheduling authority for the Training Room and shall have an employee accessible calendar for scheduling. 3. When space is available at times that do not interfere with the priorities listed above, County Departments and the Electoral Board may schedule special meetings and trainings for the Training Room and related Facility. 4. When there are meetings/trainings scheduled for the Training Room, the occupant assumes the responsibility for planning, promoting, scheduling, coordinating, supervising, and executing the activity. This includes, but is not limited to, set up, running of equipment, and tidying up after the meeting, including putting the tables and chairs back to the standard setup of the room. 5. The Board, or its designees, shall always have unrestricted access to the Training Room and related Facility. 6. There will be no use associated with the Board Meeting Room other than for official County Business. B. SCHEDULING INSTRUCTIONS: There is a calendar located on the F Drive in the Community Folder for County employees to view/schedule meetings. The times shall be blocked off on the calendar and the Department and meeting/training shall be listed. 1. The entity scheduling a Meeting in the Facility shall be responsible for ensuring that the Training Room and related Facility are unlocked at the beginning of the meeting to comply with Virginia Open Meeting laws and locked at the completion of the meeting. III. MAINTENANCE/CLEANING OF THE TRAINING ROOM; EQUIPMENT USE AND OWNERSHIP; GENERAL USE OF ETC/TRAINING ROOM: A. The Parties to this Agreement concur that the Training Room and related Facility shall be maintained by the County. B. Both entities, and their designees, shall have keys to Training Room, kitchen, and Facility. A list of key holders shall be provided to both Parties. 7.d.a Packet Pg. 43 Attachment: 03-22-2021 JOINT USE AGREEMENT - ETC (2470 : Elections and Training Center Joint Use Agreement Approval (Staff Contact: Page 3 of 4 C. The County shall own and maintain the IT/AV equipment in the Training Room. D. All Parties agree that only trained County Staff shall operate the IT/AV equipment in the Training Room. E. The ten (10) minute parking spot on the side of the Facility will be reserved for citizen convenience. F. The County Administrator must authorize any change to the Facility, such as placing items on the walls or renovations/upgrades of any kind. E. The Board will hold their Work Sessions on the third (3rd) Tuesday of each month in the Training Room at 4:30 PM, and other Committee Meetings as determined by the Board and the County Administrator. G. The Parties shall have use and access to/of the kitchen in the Facility. Each Party shall be responsible for cleaning the kitchen after each use. IV. GOVERNING LAW, VENUE, MEDIATION, AND LEGAL FEES/COSTS: A. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. B. VENUE: If legal action by either party is necessary for or with respect to the enforcement of any or all the terms and conditions hereof, then exclusive venue therefore shall lie in the County. C. MEDIATION: Good faith mediation shall be a condition precedent to the filing of any litigation in law or equity by either Party against the other Party relating to this Agreement. Before the remedies provided for in this Section may be exercised by either Party, such Party shall give written notice to the other Party that such Party believes that an event of default or impasse under this Agreement may have occurred, specifying the circumstances constituting the event of default or impasse in sufficient detail that the other Party will be fully advised of the nature of the event of default or impasse. The responding Party shall prepare and serve a written response thereto within ten (10) business days of receipt of such notice. A meeting shall be held within ten (10) business days after the response between the Parties to attempt in good faith to negotiate a resolution of the dispute. 1. If the Parties are unable to resolve the dispute through the above- process, the Parties shall attempt to resolve the controversy by engaging a single mediator, experienced in the subject matter, to mediate the dispute. The mediator shall be mutually selected by the Parties, to the controversy and conduct mediation at a location to be agreed upon by the Parties or absent agreement, by the mediator. Within two (2) business days of selection, the mediator shall be furnished copies of the notice, this Agreement, response, and any other documents exchanged by the Parties. If the Parties and the mediator are unable to settle the same within thirty (30) days from selection, or such other time as the Parties agree, the mediator shall make a written 7.d.a Packet Pg. 44 Attachment: 03-22-2021 JOINT USE AGREEMENT - ETC (2470 : Elections and Training Center Joint Use Agreement Approval (Staff Contact: Page 4 of 4 recommendation as to the resolution of the dispute. Each Party, in its sole discretion, shall accept or reject such recommendation in writing within ten (10) days. Should the Parties be unable to agree upon a single mediator within five (5) business days of the written response of the responding Party, the Parties jointly, shall agree upon the selection of a neutral third-party agreed upon by the Parties, to appoint a mediator, experienced and knowledgeable in the matters which are the subject of the dispute. The costs of the Mediator and the mediation shall be shared equally by the Parties to the dispute. 2. Notwithstanding the preceding paragraphs, the Parties reserve the right to file suit or pursue litigation. The Parties consent to selection of a mediator by any Court shall not constitute consent to jurisdiction of such court or waiver of defenses as to venue or jurisdiction. D. LEGAL FEES/COSTS: At all times under this Agreement, each Party shall be responsible for its own legal fees and costs. V. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes any prior negotiations, representations, agreements, and understandings. Witness the following signatures and seals: Chairman, Pittsylvania County Board of Supervisors Date Chairman, Pittsylvania County Electoral Board Date County Administrator Date 7.d.a Packet Pg. 45 Attachment: 03-22-2021 JOINT USE AGREEMENT - ETC (2470 : Elections and Training Center Joint Use Agreement Approval (Staff Contact: Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Resolution # 2021-04-02 (Honoring SSRA James J. Dwyer) Adoption (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.e Attachment(s): 2021-04-02 Honoring SSRA James J. Dwyer Reviewed By: SUMMARY: Supervisory Special Resident Agent James J. Dwyer (“SRRA Dwyer”) assisted federal, state, and local law enforcement officials in launching “Operation Purple Reign” that focused on crimes committed by Bloods and Crips gang members. Under the investigative direction of SSRA Dwyer, one of the largest Racketeer Influenced and Corrupt Organizations Act and Violent Crimes in Aid of Racketeering investigations was presented to the United States Federal Court in the Western District of Virginia for trial. “Operation Purple Reign" resulted in two- hundred fifty (250) federal indictments on twenty (20) gang members and associates; eight (8) of which were members of the "Milla" Bloods, eight (8) of which were members of the "Rollin 60s" Crips, and four (4) were associated gang members. For the Board’s review and consideration, Resolution # 2021-04-02 honoring SRRA Dwyer is attached. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board approve attached Resolution # 2021-04-02 as presented. MOTION: “I make a Motion approving attached Resolution # 2021-04-02 as presented.” 7.e Packet Pg. 46 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION # 2021-04-02 __________________________________________________________________________________________ A RESOLUTION HONORING SUPERVISORY SPECIAL RESIDENT AGENT JAMES J. DWYER __________________________________________________________________________________________ VIRGINIA: At the Regular Meeting of the Pittsylvania County Board of Supervisors (“Board”) held on April 20, 2021, the following Resolution was presented and adopted: WHEREAS, in 2016 and 2017, Pittsylvania County, Virginia (“County”), was experiencing acts of gang violence; and WHEREAS, specifically, twenty-eight (28) homicide investigations, with thirty-two (32) victims, were directly linked to gang involvement; and WHEREAS, other gang related criminal activities included breaking and entering, robbery, drug distribution, firearms offenses, aggravated assault, and homicide; and WHEREAS, in 2017, under the direction of Supervisory Special Resident Agent James J. Dwyer (“SRRA Dwyer”), federal, state and local law enforcement officials and prosecutors launched “Operation Purple Reign,” focusing on alleged crimes committed by Bloods and Crips gang members; and WHEREAS, this partnership included the FBI, the County’s Sheriff's Office, the Danville Police Department, the Department of Alcohol, Tobacco, and Firearms, the Drug Enforcement Administration, the Virginia State Police, the United States Attorney's Office of the Western District, the United States Marshals Service, and the Office of Commonwealth Attorney Michael J. Newman; and WHEREAS, under the investigative direction of SSRA Dwyer, one of the largest Racketeer Influenced and Corrupt Organizations Act and Violent Crimes in Aid of Racketeering investigations was presented to the United States Federal Court in the Western District of Virginia for trial; and WHEREAS, in total, “Operation Purple Reign" resulted in two-hundred fifty (250) federal indictments on twenty (20) gang members and associates; eight (8) of which are members of the "Milla" Bloods, eight (8) are members of the "Rollin 60s" Crips, and four (4) were associated gang members; and WHEREAS, directly due to SSRA Dwyer’s remarkable efforts and the forward thinking of local law enforcement and members of the community, County gang-related crime has greatly declined. THEREFORE, BE IT FORMALLY RESOLVED that the Board expresses its sincere admiration and appreciation to SSRA Dwyer for his outstanding efforts in reducing County gang-related crime; and BE IT FINALLY RESOLVED that a copy of this Resolution be presented to SSRA Dwyer and send to local media. Given under my hand this 20th day of April, 2021. __________________________________________ Robert (“Bob”) W. Warren (Chairman) Pittsylvania County Board of Supervisors __________________________________________ David M. Smitherman (Clerk) Pittsylvania County Board of Supervisors 7.e.a Packet Pg. 47 Attachment: 2021-04-02 Honoring SSRA James J. Dwyer (2436 : Resolution # 2021-04-02 (Honoring SSRA James J. Dwyer) Adoption (Staff Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: AmeriCorps National Service Recognition Day Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.f Attachment(s): 04-20-2021 National Service Recognition Day Reviewed By: SUMMARY: The Nation’s mayors and county officials are increasingly turning to National Service as a cost- effective strategy to address local challenges. By unleashing the power of citizens, AmeriCorps and Senior Corps Programs have a positive and lasting impact, making the Nation’s cities and counties better places to live. For the Board’s review and consideration, attached is a Proclamation spotlighting the impact of National Service and thanking those who serve by proclaiming April 6, 2021, as National Service Recognition Day. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board approve the attached Proclamation as presented. MOTION: “I make a Motion to approve the attached Proclamation as presented declaring April 6, 2021, as National Service Recognition Day.” 7.f Packet Pg. 48 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS PROCLAMATION NATIONAL SERVICE RECOGNITION DAY; APRIL 6, 2021 WHEREAS, service to others is a hallmark of the American character, and central to how we meet our challenges; and WHEREAS, the nation’s elected leaders are increasingly turning to national service and volunteerism to engage their residents and help tackle their greatest needs; and WHEREAS, AmeriCorps and AmeriCorps Seniors participants address the most pressing challenges facing our communities; they help our nation recover from the COVID-19 pandemic, educate students for 21st Century jobs, fight the opioid epidemic, respond to natural disasters, and support veterans and military families; and WHEREAS, national service expands economic opportunity by creating more sustainable, resilient communities and providing education, career skills, and leadership abilities for those who serve; and WHEREAS, AmeriCorps and AmeriCorps Seniors participants serve in more than 40,000 locations across the country, bolstering the civic, neighborhood, and faith-based organizations that are so vital to our economic and social well-being; and WHEREAS, national service participants increase the impact of the organizations they serve, both through their direct service and by managing millions of additional volunteers; and WHEREAS, national service represents a unique public-private partnership that invests in community solutions and leverages non-federal resources to strengthen community impact and increase the return on taxpayer dollars; and WHEREAS, national service participants demonstrate commitment, dedication, and patriotism by making an intensive commitment to service, a commitment that remains with them in their future endeavors; and WHEREAS, AmeriCorps shares a priority with local leaders nationwide to engage citizens, improve lives, and strengthen communities and is joining with local leaders across the country for National Service Recognition Day on April 6, 2021. NOW, THEREFORE, the Board hereby proclaims April 6, 2021, as National Service Recognition Day, and encourages residents to recognize the positive impact of national service in our community; to thank those who serve; and to find ways to give back to their communities. Given under my hand this 20th day of April, 2021. _____________________________________ Robert W. “Bob” Warren, Chairman Pittsylvania County Board of Supervisors _______________________________________ David M. Smitherman Clerk, Pittsylvania County Board of Supervisors 7.f.a Packet Pg. 49 Attachment: 04-20-2021 National Service Recognition Day (2442 : AmeriCorps National Service Recognition Day Proclamation Adoption (Staff Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: National Law Day Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.g Attachment(s): 04-20-2021 National Law Day Reviewed By: SUMMARY: Each year, the Board establishes and proclaims a National Law Day for the celebration of the practice of law in the Commonwealth of Virginia and its heritage for liberty and equality. For the Board’s review and consideration, attached is a related Proclamation for potential adoption declaring May 1, 2021, as National Law Day in the County. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends that the Board approve the attached Proclamation as presented. MOTION: “I make a Motion to approve the attached Proclamation as presented declaring May 1, 2021, as National Law Day throughout Pittsylvania County, Virginia.” 7.g Packet Pg. 50 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS PROCLAMATION __________________________________________________________________________________________ NATIONAL LAW DAY May 1, 2021 “Advancing the Rule of Law Now” __________________________________________________________________________________________ WHEREAS, the Rule of Law is a fundamental concept undergirding justice, freedom, and representative government; and WHEREAS, the Rule has been a guiding ideal of constitutional government that can be traced through history from various systems of law, through the Magna Carta and the United States Constitution; and WHEREAS, the United States was founded on the principle that voluntary adherence to the rule of law expands, rather than limits, the opportunities for freedom; and WHEREAS, the Rule of Law rests upon the idea that no person is so important as to be above the law and conversely no person is so insignificant to be beneath the law; and WHEREAS, the principle that no person is above the law means that there must be limits on government and that government officials must be held accountable for their actions; and WHEREAS, the separation of powers among branches of the government are essential to preserving the rule of law; and WHEREAS, an independent judiciary is essential to a free society and administration of laws; and WHEREAS, a viable democracy requires understanding of the nature and basis of our freedoms and recognition of the individual responsibilities which those freedoms impose; and WHEREAS, the Rule of Law requires an educated citizenry that understands law and demonstrates engaged citizenship; and WHEREAS, the theme for Law Day 2021 is Advancing the Rule of Law Now, encouraging all of us to fulfill our responsibilities to protect our communities and our democracy. NOW, THEREFORE, BE IT RESOLVED that the Pittsylvania County Board of Supervisors declare May 1, 2021, to be Law Day in Pittsylvania County, Virginia. Given under my hand this 20th day of April, 2021. ___________________________________ Robert “Bob” W. Warren, Chairman Pittsylvania County Board of Supervisors ___________________________________ David M. Smitherman, Clerk Pittsylvania County Board of Supervisors 7.g.a Packet Pg. 51 Attachment: 04-20-2021 National Law Day (2443 : National Law Day Proclamation Adoption (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: National Teacher Appreciation Day/Week Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.h Attachment(s): 04-20-2021 Teacher Appreciation Week Reviewed By: SUMMARY: National Teacher Appreciation Day, also known as National Teacher Day, is celebrated on Tuesday of the first full week in May. This day is part of Teacher Appreciation Week, which is the first full week in May annually. The National Education Association describes National Teacher Day “as a day for honoring teachers and recognizing the lasting contributions they make to our lives.” For the Board’s review and consideration, attached is a Proclamation declaring May 3 – 7, 2021, as Teacher Appreciation Week, and May 4, 2021, as Teacher Appreciation Day in the County. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board adopt the attached Proclamation as presented. MOTION: “I make a Motion adopting the attached Proclamation as presented declaring May 3 – 7, 2021, as Teacher Appreciation Week, and May 4, 2021, as Teacher Appreciation Day in the County.” 7.h Packet Pg. 52 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS PROCLAMATION ______________________________________________________________________________ TEACHER APPRECIATION WEEK May 3 -7, 2021 ______________________________________________________________________________ VIRGINIA: At the Pittsylvania County Board of Supervisors’ (“Board”) Business Meeting on Tuesday, April 20, 2021, the following Proclamation was adopted celebrating Teacher Appreciation Week May 3 - 7, 2021, and Teacher Appreciation Day May 4, 2021. WHEREAS, teachers mold in a positive direction the future citizens and leaders of our Country through guidance and education; and WHEREAS, teachers encounter students of widely differing backgrounds and we entrust our children with the teachers, and they affect the lives of our children daily; and WHEREAS, our Country’s future depends upon providing quality education to all students; and WHEREAS, teachers spend countless hours preparing lessons, evaluating progress, counseling, and coaching students and performing community service; and WHEREAS, the Board recognizes and supports its teachers in educating the children of Pittsylvania County, Virginia; then NOW, THEREFORE, BE IT RESOLVED that the Board proclaims May 3 - 7, 2021, to be Teacher Appreciation Week and observes Tuesday, May 4, 2021, as Teacher Appreciation Day; and BE IT FURTHER RESOLVED that the Board strongly encourages all County citizens to join me in personally expressing appreciation to our teachers for their dedication and devotion to their work. Given under my hand this 20th day of April, 2021. ___________________________________ Robert W. “Bob” Warren, Chairman Pittsylvania County Board of Supervisors ____________________________________ David M. Smitherman, Clerk Pittsylvania County Board of Supervisors 7.h.a Packet Pg. 53 Attachment: 04-20-2021 Teacher Appreciation Week (2444 : National Teacher Appreciation Week Proclamation Adoption (Staff Contact: Kaylyn Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: National Police Week Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.i Attachment(s): 04-20-2021 National Police Week Reviewed By: SUMMARY: Each year, the Board, in cooperation with the County’s Sheriff Department and Virginia State Police, prepare a Proclamation to provide awareness for National Police Week and Peace Officers Memorial Day. For the Board’s review and consideration, said Proclamation is attached. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board approve the attached Proclamation as presented. MOTION: “I make a Motion to approve the attached Proclamation as presented declaring May 9 – 15, 2021, as National Police Week, and May 15, 2021, as Peace Officers Memorial Day throughout the County.” 7.i Packet Pg. 54 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS PROCLAMATION __________________________________________________________________ NATIONAL POLICE WEEK May 9 - 15, 2021 _____________________________________________________________________________________ To recognize National Police Week 2021, and May 15th as Peace Officers Memorial Day, by honoring the service and sacrifice of those law enforcement officers killed in the line of duty while protecting our communities and safeguarding our democracy. _____________________________________________________________________________________ WHEREAS, the Congress and the President of the United States have declared law enforcement officer safety and wellness a top priority, and the International Association of Chiefs of Police’s Center for Officer Safety and Wellness promotes the importance of individual, agency, family, and community safety and wellness awareness; and WHEREAS, the members of the Pittsylvania County Sheriff’s Department play an essential role in safeguarding the rights and freedom of the citizens of Pittsylvania County, Virginia (“County”); and WHEREAS, it is important that all citizens know and understand the problems, duties, and responsibilities of their sheriff’s department, and that members of the County’s Sheriff’s Department recognize their duty to serve the people by safeguarding life and property, by protecting them against violence or disorder, and by protecting the innocent against deception and the weak against oppression or intimidation; and WHEREAS, the County’s Sheriff’s Department has grown to be a modern and scientific law enforcement agency which unceasingly provides a vital public service. NOW, THEREFORE, the Pittsylvania County Board of Supervisors (“Board”) calls upon all County citizens, and upon all patriotic, civil, and educational organizations to observe the week of May 9 - 15, 2021 as Police Week with appropriate recognition and thanks for the police officers, past and present, who by their faithful and loyal devotion to their responsibilities have rendered a dedicated service to their communities and, in doing so, have established for themselves an enviable and enduring reputation for preserving the rights and security for all citizens; and THE BOARD FURTHER calls upon all County citizens to observe May 15, 2021, as Peace Officers Memorial Day to honor those peace officers who, through their courageous deeds, have lost their lives or have become disabled in the performance of duty. Given under my hand this 20th day of April, 2021. ___________________________________ Robert “Bob” Warren, Chairman Pittsylvania County Board of Supervisors __________________________________ David M. Smitherman, Clerk Pittsylvania County Board of Supervisors 7.i.a Packet Pg. 55 Attachment: 04-20-2021 National Police Week (2445 : National Police Week Proclamation Adoption (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: National EMS Week Proclamation Adoption (Staff Contact: Kaylyn M. McCluster) Staff Contact(s): Kaylyn M. McCluster Agenda Date: April 20, 2021 Item Number: 7.j Attachment(s): 04-20-2021 National EMS Week Reviewed By: SUMMARY: Emergency Medical Services (“EMS”) are a vital public service and EMS team members are ready to provide lifesaving care to those in need twenty-four (24) hours a day, seven (7) days a week. EMS team members, whether career or volunteer, engage in thousands of hours of specialized training and continuing education to enhance their lifesaving skills, and it is appropriate to recognize the value and the accomplishments of EMS providers by designating May 16 -22 as National EMS Week in the County. For the Board’s review and consideration, is a Proclamation evincing the same. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board adopt the attached Proclamation as presented MOTION: “I make a Motion to approve the attached Proclamation declaring May 16 - 22, 2021, as National EMS Week throughout the County.” 7.j Packet Pg. 56 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS PROCLAMATION __________________________________________________________________________________________ NATIONAL EMERGENCY MEDICAL SERVICES – RESCUE SQUAD WEEK May 16 – 22, 2021 “THIS IS EMS: Caring for Our Communities” __________________________________________________________________________________________ WHEREAS, Emergency Medical Services is a vital public service; and WHEREAS, the members of emergency medical services teams are ready to provide lifesaving care to those in need 24 hours a day, seven days a week; and WHEREAS, access to quality emergency care dramatically improves the survival and recovery rate of those who experience sudden illness or injury; and WHEREAS, emergency medical services has grown to fill a gap by providing important, out of hospital care, including preventative medicine, follow-up care, and access to telemedicine; and WHEREAS, the emergency medical services system consists of first responders, emergency medical technicians, paramedics, emergency medical dispatchers, firefighters, police officers, educators, administrators, pre-hospital nurses, emergency nurses, emergency physicians, trained members of the public, and other out of hospital medical care providers; and WHEREAS, the members of emergency medical services teams, whether career or volunteer, engage in thousands of hours of specialized training and continuing education to enhance their lifesaving skills; and WHEREAS, it is appropriate to recognize the value and the accomplishments of emergency medical services providers by designating Emergency Medical Services Week. NOW, THEREFORE, BE IT RESOLVED that the Pittsylvania County Board of Supervisors in recognition of this event do hereby declare the week of May 16 - 22, 2021, as Emergency Medical Services Week in Pittsylvania County, Virginia. Given under my hand this 20th day of April, 2021. ___________________________________ Robert “Bob” W. Warren, Chairman Pittsylvania County Board of Supervisors ___________________________________ David M. Smitherman, Clerk Pittsylvania County Board of Supervisors 7.j.a Packet Pg. 57 Attachment: 04-20-2021 National EMS Week (2446 : National EMS Week Proclamation Adoption (Staff Contact: Kaylyn M. McCluster)) Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Bill List Approval (on-line); (Staff Contact: Kimberly G. Van Der Hyde) Staff Contact(s): Kimberly G. Van Der Hyde Agenda Date: April 20, 2021 Item Number: 7.k Attachment(s): Reviewed By: SUMMARY: At each of the Board’s Business Meetings, the County’s Auditors recommend the Board review payments made by the County as oversight of County Fund expenditures. Said Bill List is found at the below link: https://weblink.pittgov.net/WebLink/Browse.aspx?id=404247&dbid=0&repo=PittGovDocs FINANCIAL IMPACT AND FUNDING SOURCE: Not applicable. RECOMMENDATION: County Staff recommends the Board approve the County’s 2021 March Bill List as presented MOTION: “I make a Motion to approve the County’s 2021 March Bill List as presented.” 7.k Packet Pg. 58 Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: Matthew D. Rowe) Staff Contact(s): Matthew D. Rowe Agenda Date: April 20, 2021 Item Number: 7.l Attachment(s): 03292021 JJ Truck Sales Press Release LPA - Co Executed - 3 23 2021 - Squared Reviewed By: SUMMARY: On March 29, 2021, Governor Northam’s Office announced that J&J Truck Sales, Inc. (“J&J”) of Chatham, Virginia, is expanding its existing location resulting in new capital investments of $5.2M and the creation of twenty-seven (27) new, good paying jobs. The County has been working with J&J for over a year and has presented it a competitive and impactful incentive offer that is dependent upon the execution of a Local Performance Agreement (“LPA”). After considering whether to expand its location in the County or in upstate South Carolina, J&J strengthened its commitment to the County and its citizens and executed the attached LPA. FINANCIAL IMPACT AND FUNDING SOURCE: The LPA provides a five (5)-year, fifty percent (50%) tax rebate on the new revenue generated from J&J’s new investment. It further waives building and land use fees associated with the Project and provides a one (1)-time payment of $500.00 per full-time job paid after the creation of such job (up to $13,500.00). The funding source for the rebates will be from J&J’s tax payments and the one (1)-time job payment will come from the County’s general fund. RECOMMENDATION: County Staff recommends the Board approve the execution of the LPA with J&J as attached and presented. MOTION: “I make a Motion to approve the execution of the LPA with J&J as attached and presented.” 7.l Packet Pg. 59 Commonwealth of Virginia Office of Governor Ralph S. Northam FOR IMMEDIATE RELEASE · March 29, 2021 Office of the Governor Contact: Alena Yarmosky Email: Alena.Yarmosky@governor.virginia.gov Virginia Economic Development Partnership Contact: Suzanne Clark Email: sclark@vedp.org J&J Truck Sales, Inc. Contact: Dan Holley Email: dholley@jjequip.com Phone: (434) 709-1184 Governor Northam Announces Construction Equipment Company to Expand in Pittsylvania County, Creating 27 New Jobs ~ J&J Truck Sales to invest $5.2 million to increase refurbishing capacity and accommodate growth ~ RICHMOND—Governor Ralph Northam today announced that J&J Truck Sales, Inc., a leading heavy duty truck sales and construction equipment sales and rental firm, will invest $5.2 million to expand its operation in Pittsylvania County. The company will establish a new 45,000-square- foot facility adjacent to its existing operation at 11453 U.S. Highway 29, increasing its automotive-based equipment repair, refurbishment, and fabrication capacity to better serve the Mid-Atlantic and Southeast construction markets. Virginia successfully competed with South Carolina for the project, which will create 27 new jobs. 7.l.a Packet Pg. 60 Attachment: 03292021 JJ Truck Sales Press Release (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: “This expansion by J&J Truck Sales reaffirms its continued confidence in Pittsylvania County and our Commonwealth,” said Governor Northam. “Well-established companies choosing to reinvest and create new jobs is what helps communities like Chatham flourish. We thank J&J Truck Sales for its commitment to Southside Virginia and look forward to supporting the company in this next phase of growth.” Headquartered in the Town of Chatham in Pittsylvania County, J&J Truck Sales, Inc. is one of the nation’s leading dealers in used dump trucks and a leading construction equipment sales and rental firm. In addition to truck sales, the company buys, refurbishes, and rents equipment for the construction, industrial, agricultural, and excavating industries. J&J Truck Sales specializes in heavy duty trucks, including service, mechanic, tank, utility, and bucket trucks, and all types of dirt-moving and aerial construction equipment. With two locations in Virginia, the Chatham facility focuses on the sale of trucks and heavy equipment, and the Danville facility focuses on the company’s rental business. “J&J Truck Sales’ long-term success in Danville-Pittsylvania County is a testament to the region’s competitive operating costs and dedicated workforce,” said Secretary of Commerce and Trade Brian Ball. “We are proud that the company has experienced success in Chatham and will create additional high-value jobs.” “J&J Truck Sales has been a proud part of the Pittsylvania County community for the past quarter century,” said Jackie Atkinson, Owner of J&J Truck Sales, Inc. “We appreciate our partners at the county and state level who have worked hand-in-hand with us to help make Southside Virginia the best option for expansion. J&J is growing, and our new Chatham facility will be critical in supporting that growth. This is an exciting time to be in the Danville- Pittsylvania County area, and we look forward to being an integral part for many years to come.” The Virginia Economic Development Partnership worked with Pittsylvania County and the Southern Virginia Regional Alliance to secure the project for Virginia. Governor Northam approved a $50,000 grant from the Commonwealth’s Opportunity Fund to assist Pittsylvania County with the project. J&J Truck Sales is eligible to receive state benefits from the Virginia Enterprise Zone Program, administered by the Virginia Department of Housing and Community Development. “I am pleased that J&J Truck Sales, Inc. has chosen to build on its success in Pittsylvania County by expanding its facility in our community,” said Bob Warren, Chairman of the Pittsylvania County Board of Supervisors. “J&J Truck Sales is a valued commercial member of Pittsylvania County, and we are excited to see the continued success and additional jobs opportunities that will come from this expansion and investment in our county.” “J&J Truck Sales is a well-established company that has contributed significantly to the regional economy and the growth of the automotive and heavy equipment supply chain in Southern Virginia,” said Linda Green, Executive Director of the Southern Virginia Regional Alliance. “Having them decide to expand operations in Pittsylvania County ensures this commitment will continue for future generations.” 7.l.a Packet Pg. 61 Attachment: 03292021 JJ Truck Sales Press Release (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: “J&J Truck Sales has been a long-time fixture on Route 29 in our community,” said Senator William Stanley. “The company has been a valuable asset to our local economy and continues to be an integral part of our construction, agricultural, and heavy industry business success here in our region. Businesses rely on J&J Truck Sales and there are many residents of Pittsylvania County that depend on J&J for their livelihoods. Today’s announcement of the company’s planned expansion of its facility and the addition of 27 new, good-paying jobs is great news and a big win for both Chatham and Virginia.” “That Pittsylvania County will be home to this new business investment and resulting job growth is great news for our community,” said Delegate Les Adams. “I congratulate J&J Truck Sales on this significant expansion and appreciate the efforts of everyone who coordinated the resources necessary to launch this endeavor.” ### 7.l.a Packet Pg. 62 Attachment: 03292021 JJ Truck Sales Press Release (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 63 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 64 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 65 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 66 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 67 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 68 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 69 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 70 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 71 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 72 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 73 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 74 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 75 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: 7.l.b Packet Pg. 76 Attachment: LPA - Co Executed - 3 23 2021 - Squared (2450 : J&J Truck Sales, Inc., Local Performance Agreement Approval (Staff Contact: Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: County COVID-19 Vaccination Clinic Lease Ratification (Staff Contact: Christopher C. Slemp) Staff Contact(s): Christopher C. Slemp Agenda Date: April 20, 2021 Item Number: 7.m Attachment(s): Lease Agreement 301 North Main Street Reviewed By: SUMMARY: At VDEM’s request, the County’s Public Safety Department sought a site in the northern part of the County to conduct mass COVID-19 vaccinations. After looking at sites with VDEM and VDH, the old Food Land building (“Building”), located at 301 North Main Street, Gretna, Virginia, was chosen due to its size, parking, and accessibility. For the Board’s review and consideration, attached is a related Building lease. Due to time being of the essence, said lease has already been signed by David M. Smitherman, County Administrator. The lease’s cost will be submitted to FEMA for reimbursement. The owner of the Building is FBG, LLC. FINANCIAL IMPACT AND FUNDING SOURCE: The cost of the Building’s lease is $10,000 per month for three (3) months. There is an option to rent for a fourth (4th) month for $8,000. The lease includes cost of utilities and electricity; as well as, some modifications needed to make the Building usable for a mass vaccination site. The lease’s cost will be submitted to FEMA for reimbursement. RECOMMENDATION: County Staff recommends the Board ratify the approval of the attached lease with FBGT, LLC, as presented. MOTION: “I make a Motion to ratify the approval of the attached lease with FBGT, LLC, as presented.” 7.m Packet Pg. 77 7.m.a Packet Pg. 78 Attachment: Lease Agreement 301 North Main Street (2421 : County COVID-19 Vaccination Clinic Lease Ratification (Staff Contact: Christopher 7.m.a Packet Pg. 79 Attachment: Lease Agreement 301 North Main Street (2421 : County COVID-19 Vaccination Clinic Lease Ratification (Staff Contact: Christopher 7.m.a Packet Pg. 80 Attachment: Lease Agreement 301 North Main Street (2421 : County COVID-19 Vaccination Clinic Lease Ratification (Staff Contact: Christopher 7.m.a Packet Pg. 81 Attachment: Lease Agreement 301 North Main Street (2421 : County COVID-19 Vaccination Clinic Lease Ratification (Staff Contact: Christopher 7.m.a Packet Pg. 82 Attachment: Lease Agreement 301 North Main Street (2421 : County COVID-19 Vaccination Clinic Lease Ratification (Staff Contact: Christopher 7.m.a Packet Pg. 83 Attachment: Lease Agreement 301 North Main Street (2421 : County COVID-19 Vaccination Clinic Lease Ratification (Staff Contact: Christopher Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Public Safety Ride-Along Program Waiver Approval (Staff Contact: Christopher C. Slemp) Staff Contact(s): Christopher C. Slemp Agenda Date: April 20, 2021 Item Number: 7.n Attachment(s): ride along agreement Reviewed By: SUMMARY: The County’s Public Safety Department has received a request from EMT students who are not affiliated with a Volunteer Agency to do the required ambulance rotation time with County Staff. County Public Safety has also initiated a Ride-Along Program (“Program”) for potential new hires. To protect the County from any related potential liability, County Public Safety Staff has worked with the County Attorney to create a Program Waiver that anyone participating in the Program be required to sign. For the Board’s review and consideration, said Program Waiver is attached. FINANCIAL IMPACT AND FUNDING SOURCE: None RECOMMENDATION: County Staff recommends the Board approve the attached Program Waiver as presented. MOTION: “I make a Motion to approve the attached Program Waiver as presented.” 7.n Packet Pg. 84 DEPARTMENT OF PUBLIC SAFETY P.O. Box 426 Chatham, Virginia 24531 Phone (434) 432-7920 _______________________________________________________________________________________________________ BUSINESS SAVVY. PEOPLE FRIENDLY. RIDE-ALONG PROGRAM WAIVER, ASSUMPTION OF RISK, INDEMNITY AGREEMENT, AND COVENANT NOT TO SUE I, ________________________________, have requested that Pittsylvania County Public Safety (“PCPS”) allow me to come into their facilities and to ride with their personnel on emergency equipment as part of PCPS Ride-Along Program (“Program”). I am fully aware of the inherent risks associated with my participation in the Program, which include, but are not limited to, bodily injury, physical disability, physical and mental diseases, death, and property damage resulting from the risks of motor vehicle accidents, exposure to infectious/contagious diseases, accompanying rescue personnel into high crime areas and the general uncertainty surrounding the provision of emergency services. Understanding these risks, it is still my decision to participate in the Program and, in consideration of PCPS allowing me to participate, I assume full responsibility for such risks. I agree that neither I, or my legal representatives, heirs, and assigns, will hold PCPS, its officers, volunteers, or agents, responsible for any injuries, disabilities, physical and/or mental diseases, death, property damage, or losses and expenses of any nature whatsoever that I may sustain as a result of my participation in the Program, whether caused by PCPS negligence, or negligence of its officers, volunteers, agents, or any other related entities. I further agree to indemnify, hold harmless, and to assume the defense of PCPS, its officers, employees, and agents, from all claims and expenses of any nature whatsoever, including the cost of defending such claims which may accrue against, be charge to, or recovered from or sought to be recovered from PCPS, its officers, volunteers and agents, as a result of my participation in the Program. I understand that this document is intended to be as broad and inclusive as permitted by the laws of the Commonwealth of Virginia, and that if any portion thereof is held invalid, it is agreed that the balance shall, not withstanding, continue in full force and effect. Finally, I understand that permission to participate in the Program is granted subject to PCPS’ rules and regulations, and such permission may be restricted to specified periods of time or revoked entirely by PCPS in its sole discretion. ***CAUTION, READ BEFORE SIGNING*** Signature of Applicant: ___________________________________________________________ Printed Name: __________________________________________________________________ Date: _________________________________________________________________________ Witness Signature: ______________________________________________________________ (Parent, if between 16 and 18, and signed at our station) 7.n.a Packet Pg. 85 Attachment: ride along agreement (2422 : Public Safety Ride-Along Program Waiver Approval (Staff Contact: Christopher C. Slemp)) Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Revised EMS Billing Rates Approval (Effective 7/1/21); (Staff Contact: Christopher C. Slemp) Staff Contact(s): Christopher C. Slemp Agenda Date: April 20, 2021 Item Number: 7.o Attachment(s): Reviewed By: SUMMARY: At the Fire and Rescue Commission’s (“FRC”) March Meeting, the below current EMS Billing Rates, set in July 2019, were reviewed: BLS $550 ALS1 $750 ALS2 $950 Treat/No Transport $400 Patient Refusal $75 Mileage $16/per loaded mile The FRC compared surrounding localities’ EMS Billing Rates. After discussion and a formal unanimous vote, the FRC recommended the below revised EMS Billing Rates to the Board to be adopted as part of the County’s FY22 Budget Resolution: BLS $600 ALS1 $750 ALS2 $950 Treat/No Transport $400 Patient Refusal $75 Mileage $16/per loaded mile FINANCIAL IMPACT AND FUNDING SOURCE: No negative impact on the FY22 County Budget. If approved, said revised EMS Billing Rates will be effective July1. 2021. RECOMMENDATION: County Staff recommends the Board approve in the FY22 County Budget Resolution the revised EMS Billing Rates as recommended by the FRC and presented above. 7.o Packet Pg. 86 MOTION: “I make a Motion to approve in the FY22 County Budget Resolution the revised EMS Billing Rates as recommended by the FRC and presented above.” 7.o Packet Pg. 87 Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Meadow Ridge Ct. Convenience Center Easement Acceptance (Staff Contact: Chris Adcock) Staff Contact(s): Chris Adcock Agenda Date: April 20, 2021 Item Number: 7.p Attachment(s): Deed of Easement - Meadow Ridge Ct. Reviewed By: SUMMARY: To obtain approval for construction of the Meadow Ridge Convenience Center, the Virginia Department of Environmental Quality is requiring the installation of a storm water culvert across private property which is situated across Belair Road from the future site. This culvert will allow future storm discharge directly to an existing creek. As part of the installation, an easement is required to perform any future maintenance or replacement. County Staff has obtained approval from the property owner and has prepared an easement as required. The property owner has signed the easement as well as VDOT, who is listed as a co- grantee. Approval from the Board is needed to authorize the Chairman to sign the easement, at which point it will be recorded. For the Board’s review and consideration, the easement is attached. FINANCIAL IMPACT AND FUNDING SOURCE: Not applicable. RECOMMENDATION: County Staff recommends the Board authorize the Board Chairman to sign the easement on behalf of the County as presented. MOTION: “I make a Motion authorizing the Board Chairman to sign the easement on behalf of the County as presented.” 7.p Packet Pg. 88 7.p.a Packet Pg. 89 Attachment: Deed of Easement - Meadow Ridge Ct. (2466 : Meadow Ridge Ct. Convenience Center Easement Acceptance (Staff Contact: Chris 7.p.a Packet Pg. 90 Attachment: Deed of Easement - Meadow Ridge Ct. (2466 : Meadow Ridge Ct. Convenience Center Easement Acceptance (Staff Contact: Chris 7.p.a Packet Pg. 91 Attachment: Deed of Easement - Meadow Ridge Ct. (2466 : Meadow Ridge Ct. Convenience Center Easement Acceptance (Staff Contact: Chris Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Wayside Park Engineering Analysis Contract Approval (Staff Contact: Justin Price) Staff Contact(s): Justin Price Agenda Date: April 20, 2021 Item Number: 7.q Attachment(s): 4-12-2021-Bridge Project-Wayside Park-Contract Reviewed By: SUMMARY: For the Board’s review and consideration, attached is the Schwartz & Associates, Inc. Contract Agreement (“Contract”) for developing repair design, drawings, and specifications for pedestrian suspension bridge over Sycamore Creek in the County’s Wayside Park at Hurt, Virginia. This Contract is designed to take the County through the related construction bidding process. FINANCIAL IMPACT AND FUNDING SOURCE: $27,550.00 from Grant Funds/County matching funds. Currently budgeted in Parks and Recreation’s Budget. RECOMMENDATION: County Staff recommends the Board approve Contract as presented. MOTION: “I make a Motion to approve the Contract as presented.” 7.q Packet Pg. 92 Rev. March 22, 2021 Mr. Justin Price Director – Parks & Recreation Pittsylvania County, Virginia 115 South Main Street P.O. Box 426 Chatham, Virginia 24531 Re: Develop Repair Design, Drawings, and Specifications for Pedestrian Suspension Bridge over Sycamore Creek in Pittsylvania Wayside Park at Hurt, Virginia Pittsylvania County, Virginia Our Commission No. 2020019 Dear Mr. Price: We have enclosed the revised Agreement for Developing Repair Design, Drawings, & Specifications for Pedestrian Suspension Bridge over Sycamore Creek in Pittsylvania Wayside Park at Hurt, Virginia. We have added Scope & Fee for Construction Phase as you requested. Our range of estimated Construction costs (for Contract of Bridge Repairs) is $125,000 - $190.000. If our proposal is acceptable, please obtain the necessary signatures and return one (1) copy of the Agreement to our office for our files. We appreciate the opportunity of providing these engineering services. Please contact us with any questions you may have. Yours truly, SCHWARTZ & ASSOCIATES, INC. R.W. Schwartz, PE RWS:kd Enclosures 7.q.a Packet Pg. 93 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: ENGR. COMM. NO. 2020019 Rev. 3-22-2021 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR STUDY AND REPORT PROFESSIONAL SERVICES This is an Agreement made as of March 22 , 2021 between Pittsylvania County, Virginia (OWNER) and Schwartz & Associates, Inc., Lynchburg, Virginia (ENGINEER). OWNER employs ENGINEER to perform professional engineering services, to serve as OWNER’s professional engineering representative and to provide professional engineering consultation and advice for a professional fee (as set forth below) in connection with Developing Repair Design, Drawings, & Specifications for Pedestrian Suspension Bridge over Sycamore Creek in Pittsylvania Wayside Park at Hurt, Virginia as further defined in the Scope of Services included as Exhibit SR-A to this Agreement. (the “Assignment”). SECTION 1—BASIC SERVICES OF ENGINEER 1.1. After written authorization to proceed, ENGI- NEER shall perform the following professional services: 1.1.1. consult with OWNER to clarify and define OWNER’s requirements for the Assignment and review available data; 1.1.2. advise OWNER as to the necessity of OWNER’s providing or obtaining from others special services and data required in connection with the Assignment and assist OWNER in obtaining such data and services; 1.1.3. provide analyses of OWNER’s needs with eval-uations and comparative studies of prospective solu- tions; 1.1.4. prepare a Report of ENGINEER’s findings and recommendations and furnish five copies of the Report and review it in person with OWNER. 1.2 The duties and responsibilities of ENGINEER described above are supplemented and amended as indicated in paragraph 1 of Exhibit SR-A “Further Description of Basic Services, Duties of Owner, Method of Payment and Related Matters” which is attached to and made a part of this Agreement. SECTION 2—ADDITIONAL SERVICES 2.1. If authorized in writing by OWNER, Additional Services related to the Agreement will be performed by ENGINEER for an additional professional fee. SECTION 3—OWNER’S RESPONSIBILITIES OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER: 3.1. provide all criteria and full information as to OWNER’s requirements for the Assignment and designate in writing a person with authority to act on OWNER’s behalf on all matters concerning the Assignment; Page 1 of 5 pages This document has important legal consequences; consultation with an attorney is encouraged with respect to its completion or modification. 7.q.a Packet Pg. 94 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: 3.2. furnish to ENGINEER all existing studies, reports and other available data pertinent to the Assignment, obtain or authorize ENGINEER to obtain or provide additional reports and data as required, and furnish to ENGINEER services of others required for the performance of ENGINEER’s services hereunder, and ENGINEER shall be entitled to use and rely upon all such information and services provided by OWNER or others in performing ENGINEER’s services under this Agreement; 3.3. arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services hereunder; 3.4. perform such other functions as are indicated in paragraph 2 of Exhibit SR-A “Further Description of Basic Services, Duties of Owner, Method of Payment and Related Matters”; and 3.5 bear all costs incident to compliance with the requirements of this Section 3. SECTION 4–PERIOD OF SERVICE 4.1. ENGINEER’s Basic Services will be performed and the Report submitted within the time period or by the date stipulated in paragraph 3 of Exhibit SR- A “Further Description of Basic Services, Duties of Owner, Method of Payment and Related Matters.” 4.2. ENGINEER’s Basic Services under this Agree- ment will be considered complete at the earlier of (1) the date when the Report is accepted by the OWNER or (2) thirty days after the date when the Report is submitted for final acceptance, plus in each case, if applicable, such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the Report. 4.3. ENGINEER’s Additional Services will be per- formed and completed within the time period agreed to in writing by the parties at the time such services are authorized. 4.4. If any time period within or date by which any of ENGINEER’s services are to be completed is exceeded through no fault of ENGINEER, all rates, measures and amounts of compensation and the time for completion of performance shall be subject to equitable adjustment. SECTION 5 – PAYMENTS TO ENGINEER 5.1. Methods of Payment for Services to ENGINEER. 5.1.1. For Basic Services. OWNER shall pay ENGI- NEER for all Basic Services rendered under Section 1 (as amended and supplemented by Exhibit SR-A “Fur-ther Description of Basic Services, Duties of Owner, Method of Payment and Related Matters”) as follows: 5.1.1.1. A fixed fee of $ plus an amount equal to ENGINEER’s Direct Labor Costs times a factor of for all Basic Ser- vices rendered by principals and employees engaged directly on the Assignment. 5.1.1.1 On the basis of a $ lump sum. 5.1.1.1. On the basis of (Direct Labor Costs) (Sal- ary Costs) times a factor of for all Basic Services rendered by principals and employees engaged directly on the Project. 5.1.1.1. On the basis set forth in Exhibit SR-A “Further Description of Basic Services, Duties of Owner, Method of Payment and Related Matters.” 5.1.2. For Additional Services. OWNER shall pay ENGINEER for all Additional Services rendered under Section 2 on the basis agreed to in writing by the parties at the time such services are authorized. 5.1.3. Reimbursable Expenses. In addition to the pay- ments provided for in paragraphs 5.1.1 and 5.1.2, OWNER shall pay ENGINEER the actual costs (except where specifically provided otherwise) of all Reimbursable Expenses incurred in connection with all Basic Services and Additional Services. 5.2. ENGINEER shall submit monthly statements for Basic and Additional Services rendered and for Reimbursable Expenses incurred. OWNER shall make prompt monthly payments in response to ENGINEER’s monthly statements. 5.3. ENGINEER’s above charges are on the basis of prompt payment of bills rendered and continuous progress of the work on the Assignment until submission of the report. Page 2 of 5 pages (Delete inapplicable language and initial) 7.q.a Packet Pg. 95 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: 5.4. If OWNER fails to make any payment due ENGI- NEER for services and expenses within thirty days after receipt of ENGINEER’s statement therefor, the amounts due ENGINEER will be increased at the rate of 1% per month from said thirtieth day, and in addition, ENGINEER may, after giving seven days’ written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses and charges. SECTION 6 – COST CONTROL 6.1. OWNER’s budgetary requirements and consid- erations in respect of the Assignment are set forth in paragraph 5 of Exhibit SR-A “Further Description of Basic Services, Duties of Owner, Method of Payment and Related Matters.” 6.2. Opinions of probable construction cost, financial evaluations, feasibility studies, economic analyses of alternate solutions and utilitarian considerations of operations and maintenance costs prepared by ENGI- NEER hereunder will be made on the basis of ENGI-NEER’s experience and qualifications and represent ENGINEER’s best judgment as an experienced and qualified design professional. It is recognized, how-ever, that ENGINEER does not have control over the cost of labor, material, equipment or services furnished by others or over market conditions or contractors’ methods of determining their prices, and that any utilitarian evaluation of any facility to be constructed or work to be performed on the basis of the Report must of necessity be speculative until completion of its detailed design. Accordingly, ENGINEER does not guarantee that proposals, bids or actual costs will not vary from opinions, evaluations or studies submitted by ENGINEER to OWNER hereunder. SECTION 7 – GENERAL CONSIDERATIONS 7.1. All documents prepared or furnished by ENGI- NEER (and ENGINEER’s independent professional associates and consultants) pursuant to this Agreement are instruments of service and ENGINEER shall retain an ownership and property interest therein. OWNER may make and retain copies for information and ref-erence; however, such documents are not intended or represented to be suitable for reuse by OWNER or others. Any reuse without written verification or adap-tation by ENGINEER for the specific purpose intended will be at OWNER’s sole risk and without liability or legal exposure to ENGINEER, or to ENG-NEER’s independent professional associates or consultants, and to the extent allowed by Virginia Law, OWNER shall indemnify and hold harmless ENGINEER and ENGINEER’s independent professional associates and consultants from all claims, damages, losses and expenses including attorneys’ fees arising out of or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER, to the extent of the law. 7.2. The obligation to provide further services under this Agreement may be terminated by either party upon thirty days’ written notice in the event of sub-stantial failure by the other party to perform in accor- dance with the terms thereof through no fault of the terminating party. In the event of any termination, ENGINEER will be paid for all services rendered and reimbursable expenses incurred to the date of termi- nation and, in addition, all reimbursable expenses directly attributable to termination. 7.3.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 7.3.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and le-gal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 7.3.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 7.4. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to any- one other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. Page 3 of 5 pages 7.q.a Packet Pg. 96 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: 7.5. This Agreement (consisting of pages 1 to 5 inclusive) together with Exhibit SR-A constitute the entire Agreement between OWNER and ENGINEER and supersede all prior written or oral understandings. This Agreement and said exhibit SR-A may only be amended, supplemented, modified or cancelled by a duly executed written instrument. 7.6. The OWNER agrees to limit the ENGINEER’s liability to the OWNER due to the ENGINEER’s negligent acts, errors, or omissions, such that the total aggregate liability of the ENGINEER to all those named shall not exceed $100,000 or the ENGINEER’s total fee for services rendered on this project, whichever is greater. 7.7. Inasmuch as Bridge Repair Design require that certain assumptions be made regarding existing conditions, including the assumption that the structures are built according to drawings furnished by the OWNER, and elements that cannot be seen cannot be evaluated (unless gross distortions are evident), and because some of these assumptions cannot be verified without the expenditure of large sums of additional money or destroying otherwise adequate or serviceable portions of the bridge, the OWNER authorizes the ENGINEER to make any necessary assumptions regarding the unverified or unverifiable conditions noted above. In recognition of the potential for certain errors or omissions on account of such assumptions, OWNER agrees to not hold the ENGINEER responsible for loss or damage arising out of unforeseen conditions involving the professional services provided under this Agreement. 7.8 See Sheet A “Further Description of Basic Services, Duties of Owner, Method of Payment, & Related Matters” & Sheet B “Exhibit SR-A to Agreement Between Owner and Engineer for Study & Report Professional Services, dated March 30, 2020”. The remainder of this page left blank intentionally. Page 4 of 5 pages 7.q.a Packet Pg. 97 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. OWNER ENGINEER Pittsylvania County, Virginia Schwartz & Associates, Inc. By: Justin Price By: R. W. Schwartz, President Attest: Attest: Secretary Secretary Address for Giving Notices: Address for Giving Notices: 115 South Main Street, P.O. Box 426 7331 Timberlake Road, Suite 305 Chatham, VA 24531 Lynchburg, VA 24502 Page 5 of 5 pages 7.q.a Packet Pg. 98 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: EXHIBIT SR-A TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR STUDY AND REPORT PROFES- SIONAL SERVICES DATED March 22, 2021 FOR USE WITH NO. 1910-19 (1985 EDITION). Further Description of Basic Services, Duties of Owner, Method of Payment and Related Matters This is an exhibit attached to and made a part of the Agreement dated March 22 , 2021 between Pittsylvania County, Virginia (OWNER) and Schwartz & Associates, Inc. (ENGINEER) for study and report professional services. 1. The Basic Services of ENGINEER as described in Section 1 of said Agreement are amended and supple- mented as follows: See attached Sheets B. 2. The responsibilities of OWNER as described in Section 3 of said Agreement are amended and supplemented as follows: 3. The time period for the performance of ENGINEER’s Basic Services is as follows: The completed Design Repair, Drawings, & Specifications shall be completed so that this project may be advertised for construction bids by October 15, 2021. (Based on Engineer receiving Notice to Proceed no later than June 1, 2021.) 4. Terms used in describing the applicable method of payment for services rendered and Reimbursable Expenses incurred by ENGINEER shall have the meanings indicated below: 5. OWNER has established the following budget for the Assignment: 6. Construction Phase Services: The scope & cost for these are shown Sheets B & C. 7. (Other) The ENGINEER shall furnish, or obtain from others, such Additional Services related to this Project as the need arises and as authorized by the OWNER for a period up to three (3) years from date of this Agreement. The Fee for these Additional Services shall be negotiated with the OWNER prior to performing the Additional Services. SHEET A Comm. No. 2020019 7.q.a Packet Pg. 99 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: EXHIBIT SR-A TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR STUDY AND REPORT PROFESSIONAL SERVICES DATED MARCH 22, 2021 FOR USE WITH NO. 1910-19 (1985 EDITION). 1. The Basic Services of ENGINEER as described in Section 1 of said Agreement are amended and supplemented as follows: Phase 1 A. Design & Drawings Perform Design & Develop Drawings to replace full superstructure for this suspension bridge. Superstructure includes floor, railings, stringers, floor beams, & suspension cables. B. Specification Develop full set of specifications to cover all items in 1A above. C. Lump Sum Fees 1A & 1B $27,550.00 – Lump Sum D. Bidding Process 1. Distribute plans to selected contractors for this project. 2. Conduct one (1) pre-bid meeting, if it is determined that it is needed. a. Record and distribute meeting minutes and any addendums. 3. Assist the County with answering bid questions and issue addendums. 4. Assist the County with evaluation of submitting bids. Phase 2 2. Construction Phase Services: A. Scope Please see sheets C. B. Lump Sum Fees $27,410 – Lump Sum SHEET B Comm. No. 2020019 7.q.a Packet Pg. 100 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: PHASE 2 PEDESTRIAN SUSPENSION BRIDGE OVER SYCAMORE CREEK IN PITTSYLVANNIA COUNTY WAYSIDE PARK REPAIRS PITTSYLVANIA COUNTY, VIRGINIA ITEMS FOR SCHWARTZ & ASSOCIATES, INC. INSPECTION RESPONSIBILITIES 1. Observe removal of existing superstructure. 2. Observe placement and tightening of new suspension cables. 3. Check cables for proper sag. 4. Observe installation of sockets and U-bolts at ends of suspension cables. 5 Observe placement of timber floorbeams and timber floorbeam hangers. 6. Observe placement of timber joists. 7. Observe placement of timber flooring. 8. Observe placement of railings and rail posts. 9. Mark out abutment cracks to seal. 10. Observe sealing of abutment cracks. 11. Inspect all pedestrian traffic control devices for proper signage and overall safety at initial installation. 12. Prepare required material certification list to be given to Contractor at the Pre-Construction Conference. Review all material test reports and certifications to be sure they meet specifications prior to using any material. 13. Maintain all records, diaries, as-built quantities, record drawings and bookkeeping, as required. Maintain all records needed for checking Contractor’s monthly cost estimates. 14. Conduct and write-up minutes for monthly progress meetings and send out meeting minutes to everyone in attendance. 15. Maintain liaison with County personnel and Contractor for any items that need further explanation, etc. 16. Ensure quick response on any work that needs processing to keep work on schedule. 17. Perform load rating and issue Load Rating Summary Form for completed structure. 18. Perform final inspection at the completion of the project. 19. Ensure that the Contractor leaves the project site in a neat and clean manner. 20. As-built drawings will be marked up and forwarded to the County upon completion of project. 21. After initial installation, observe day-to-day maintenance of pedestrian traffic. 22. Observe all maintenance of traffic installation. Sheet C Comm. No. 2020019 7.q.a Packet Pg. 101 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: PITTSYLVANIA COUNTY BOARD OF SUPERVISORS PURCHASING DEPARTMENT I. GENERAL CONDITIONS AND INSTRUCTIONS TO BIDDERS/OFFERORS 1. Reservation of County Rights: The County reserves the right to accept or reject any or all bids, to waive any informality and to make an award to a party other than the low bidder, if deemed in the best interest of the County, subject to the provisions under the Virginia Public Procurement Act. The County does not discriminate against faith-based organizations. 2. Laws of the Commonwealth: Any purchase order/contract resulting from this bid process shall be governed; in all respects whether as to its validity, construction, capacity, performance or otherwise; by the laws of the Commonwealth. Successful bidders providing goods to the County herewith assure the County that they are conforming to the provisions of the Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Act of 1975, as amended, where applicable and Section 2.2-4311 of the Virginia Public Procurement Act which provides: In every contract of over $10,000 the provisions in 1 and 2 below apply: (1) During the performance of this contract, the contractor agrees as follows: A. Nondiscrimination Clause: The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. B. Equal Opportunity Employer: The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer. C. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. (2) Subcontractors: The contractor will include the provisions of the foregoing paragraphs A, B, and C in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor. (3) Drug Free Workplace – During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, possession, or use of a controlled substance or marijuana is prohibited in the contractor’s workplace and specifying the actions that will be taken against employees for violations 7.q.a Packet Pg. 102 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that such provision will be binding upon each subcontractor or vendor. 3. Tax Exemption: The County is exempt from State sales, and use taxes and will issue a Certificate of Exemption upon request. Deliveries against any items of this bid procedure shall be free from any excise or transportation taxes. Excise exemption registration NO. 54-600-1508 may be used when required or necessary on behalf of the County. 4. Modifications, Additions, or Changes: Modifications, additions, or changes to the terms and conditions of this invitation to bid may be cause for rejection of your bid. All bids shall be entered on the official bid forms, if provided. Bidders who attach or submit bids on their or any other forms may be considered unresponsive and may be rejected if an official bid form is provided. 5. Delivery Point: Except when otherwise specified herein, all items shall be F.O.B. delivered to any point within the County as directed by the Central Purchasing Department. 6. Transportation and Packaging: The authorized agent by signing this bid certifies and warrants that the bid price offered for F.O.B. destination, includes only the actual freight rate costs at the lowest and best rate and is based on the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used. All shipping containers shall be properly and legibly marked or labeled on the outside with the commodity description and number, size and quantity. 7. Evaluation of Bid Documents: If any prospective bidder is in doubt as to the true meaning of any part of the specifications or other bid documents, the prospective bidders shall submit a written request, within the time frame provided, after receipt of the invitation to bid to the Central Purchasing Department. The Central Purchasing Department will have final authority to review any discrepancies or deficiencies in the specifications and then make the necessary interpretations or revisions. Interpretations or revisions shall be made official by the issuance of any necessary addendum and distributed to all potential bidders. The Central Purchasing Department will not be responsible for explanations or interpretations of the bid documents, except as issued in writing by the Purchasing Manager and/or County Administrator. 8. Default: In the case of default by the successful bidder or failure to deliver the goods or services ordered by the time specified, the Department of Central Purchasing, after due written notice may procure these goods or services from other sources and hold the defaulting vendor responsible for any excess cost occasioned thereby. 9. Anti-Collusion Certification: The authorized agent by signing this bid certifies and warrants that this bid is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a bid for the same materials, supplies, equipment or services, and is in all respects fair and without collusion or fraud. The signing agent understands collusive bidding is a violation of the Virginia Governmental Frauds Act and Federal Law and can result in fines, prison sentences, and civil damage awards. The signing agent also agrees to abide by all 7.q.a Packet Pg. 103 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: conditions of this bid and certifies that he or she is duly authorized to sign this bid for the bidder represented herein. 10. Kickbacks: The signing agent certifies and warrants that neither he/she nor the bidder from whom he/she is authorized to act has offered or received any kickback from any other bidder, suppliers, manufacturer, or subcontractor in connection with his/her bid on this solicitation. A kickback is defined as an inducement for the award of a contract, subcontracts or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchange. Further, no person shall demand or receive any payment, loan, subscription, advance, deposit of money, services or anything of value in return for an agreement not to compete on a public contract. 11. Gifts by Bidder, Offeror, Contractor, or Subcontractor: No bidder, offeror, contractor, or subcontractor, shall confer on any public employee or official having formal responsibility for a procurement transaction, any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is exchanged. 12. Termination/Cancellation of Contract: Subject to the provisions below, the contract may be terminated by either party upon thirty (30) days advance written notice to the other party; but if any work or service hereunder is in progress, but not completed as of the date of termination, then this contract may be extended upon written approval of the County until said work or services are completed and accepted. A. Termination for Convenience In the event that this contract is terminated or cancelled upon request and for the convenience of the County, without the required thirty (30) days advance written notice, then the County shall negotiate reasonable termination costs, if applicable. B. Termination for Cause Termination by the County for cause, default or negligence on the party of the appraiser or firm shall be excluded from the foregoing provision; termination costs, if any, shall not apply. The thirty (30) days advance notice requirement is waived in the event of Termination of Cause. C. Non-Appropriation Clause/Termination due to Unavailability of Funds in Succeeding Fiscal Years When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year, the contract shall be cancelled and the contractor shall be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of the supplies or services delivered under the contract. 13. Quantities: Quantities set forth in this invitation are estimates only, and the successful bidder shall supply at bid prices actual quantities as ordered regardless of whether such total quantities are more or less than those shown. 14. Ordering: All orders from the County shall be issued by the Central Purchasing 7.q.a Packet Pg. 104 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: Department. A County purchase order number is required for the contract; yet partial order quantities and deliveries will be accepted upon request or as outlined in the Special Specifications, by the Central Purchasing Department. No other department or personnel other than those in the Central Purchasing Department of the County are qualified to issue purchase orders, make changes in orders, or accept delivery on orders under this contract without specific written authorization being received by the contractor from the Central Purchasing Department or as otherwise specified in the Special Specifications. 15. Invoices/Billing Process: Invoices for items ordered, delivered, and accepted by the Central Purchasing Department or authorized departments shall be submitted by the contractor directly to the Accounting Department, at the address shown on the purchase order. The purchase order number must be referenced on all invoices regardless of quantities delivered, backordered, etc. Any outstanding quantities not included in the billing or invoice should be shown on a separate statement specifically marked, as not being an invoice for payment yet is an accountability of items and cost outstanding. 16. Discounts: All bids will be evaluated and awarded on net prices. Cash discounts will not be considered in making awards. If cash discounts for prompt payment are offered, it must be clearly shown on the bid forms in the space provided. On monthly invoices any payment terms must be clearly marked. The County will attempt to take advantage of any such discounts provided our timetable allows us to do so. 17. Hold Harmless: The successful contractor assumes and agrees to indemnify, defend and hold harmless Pittsylvania County, Virginia, its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by the use of any materials, labor, goods, or equipment of any kind or nature furnished by the contractor, provided that such liability is not attributable to the sole negligence on the part of the using agency or to the manner outlined by the contractor and description literature or specifications submitted with the contractor’s bid. 18. Warranty: The contractor shall provide warranty documents on any material, goods or equipment of any kind or nature provided by the contractor, his subcontractor or other agents. The warranty shall be in effect for the period of time specified. 19. Contractual Intent Upon successful award of this bid by the County, it is the County’s intent to have a written contract fully executed by all participating parties. This contract shall delineate the capacity, performances and considerations for all parties involved. The contents of the bid submitted by the successful bidder and the bid specifications shall become a part of any contract awarded as a result of these specifications. The successful vendor will be expected to sign a “Standard Contract for Services” with the County. Sample contracts may be submitted by either party at the time of the bid, however, the County reserves the right to use its uniform contract format over all samples submitted. 20. Insurance By signing and submitting a bid/proposal under this solicitation, the Bidder/Offeror certifies that if awarded the contract, it will maintain all required Worker’s Compensation, 7.q.a Packet Pg. 105 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: Employer’s Liability, Commercial General Liability and Automobile Liability insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. Copies of insurance certificates shall be submitted with all bids/proposals. MINIMUM INSURANCE COVERAGES AND LIMITS: 1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the County of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract. 2. Employer’s Liability - $100,000. 3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. Pittsylvania County shall be added as an additional insured to the policy by an endorsement. 4. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the County is to be used in the contract. Contractor must assure that the required coverage is maintained by the Contractor (or third party owner of such motor vehicle.) Profession/Service Limits Accounting $1,000,000 per occurrence, $3,000,000 aggregate Architecture $2,000,000 per occurrence, $6,000,000 aggregate Asbestos Design, Inspection or Abatement $1,000,000 per occurrence, $3,000,000 aggregate Health Care Practitioner (to include Dentists, Licensed Dental Hygienists, Optometrists, Registered or Licensed Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or Health Maintenance Organizations.) $2,150,000 per occurrence, $4,250,000 aggregate (Limits increase each July 1 through fiscal year 2031per Code of Virginia § 8.01-581.15.) Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate Legal $1,000,000 per occurrence, $5,000,000 aggregate Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate Surveying $1,000,000 per occurrence, $1,000,000 aggregate 21. Use of Name Brands Within These Specifications: The name of a certain brand, make, manufacturer, or definite specification is to denote the quality to the specific brand, make, manufacturer, or specification named; it is to set forth and convey to prospective bidders the general style, type, character and quality of article desired, and wherever in specifications or contract documents a particular brand, make of materials, device or equipment shall be regarded merely as a standard. Any other brand, make of material, device or equipment which is recognized the equal of that specified, considering quality, 7.q.a Packet Pg. 106 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: workmanship and economy of operation and is suitable for the purpose intended, shall be considered responsive to the specifications. 22. Access To Records: The County Administrator or his duly authorized agent, shall, until the expiration of three (3) years following the final payment on this Agreement, have access to and the right to examine and copy any directly pertinent books, documents, papers, and records of Lessor and Assignee involving transactions related to this Agreement. Lessor and Assignee shall have the reciprocal right, until the expiration of three (3) years following final payment on this Agreement, to have access to and examine and copy any directly pertinent books, documents, papers and records of the County Administrator in the event of litigation or arbitration involving this Agreement, rights of access, examination and copying hereunder granted to Lessor, Assignee, and Lessee shall continue until such claims have been finally disposed of. 23. OWNERSHIP/FOIA: Ownership of all data, materials and documentation originated and prepared for the County pursuant to the RFP shall belong exclusively to the County and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of Section 2.2-4342D of the Code of Virginia, in writing, either before or at the time the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal. 24. BID ACCEPTANCE PERIOD: Any bid in response to this solicitation shall be valid for (120) days. At the end of the days the bid may be withdrawn at the written request of the bidder. If the bid is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled. 25. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the purchasing agency will publicly post such notice on the County’s website, www.pittsylvaniacountyva.gov and on the County Public Notice Bulletin Board located at 1 Center Street, Chatham, VA 24531. 7.q.a Packet Pg. 107 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: STATEMENT OF DISCLAIMER RE: ______________________________ (BID OR RFP #) This is to certify that no employee, official, or elected officer of the County of Pittsylvania has a proprietary interest in the company, corporation, partnership, or other organization, furnishing the goods and/or services, or stands to benefit personally from the furnishing of such goods or services as referenced above. FIRM: _________________________ BY: _________________________ TITLE: ________________________ CONTRACTOR ELIGIBILITY CERTIFICATION This is to certify that this person/firm/corporation has not been barred from bidding on contracts by any agency of the Commonwealth of Virginia, nor is this person/firm/corporation a part of any firm/corporation that has been barred from bidding on contracts by any agency of the Commonwealth of Virginia. ______________________________ Name of Official ______________________________ Title ______________________________ Firm or Corporation 7.q.a Packet Pg. 108 Attachment: 4-12-2021-Bridge Project-Wayside Park-Contract (2456 : Wayside Park Engineering Analysis Contract Approval (Staff Contact: Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Wayside Park Creek Trout Stocking Permission and Intent to Hold Youth Fishing Day Approval (Staff Contact: Justin Price) Staff Contact(s): Justin Price Agenda Date: April 20, 2021 Item Number: 7.r Attachment(s): Reviewed By: SUMMARY: Raymond Cocke, a County resident, has reached out to the County regarding the possibility of stocking the creek at Wayside Park with trout and having a County Youth Fishing Day. This is an event that many other localities’ Parks and Recreation Department conduct. With the Board’s authorization, County Staff intends to create this event in the future and will work with the Commonwealth’s Department of Wildlife Resources to do so. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends that the Board permit Raymond Cocke to stock the creek at Wayside Park with trout and authorize the County’s Parks and Recreation Department to work with the Department of Wildlife Resources to have a Youth Fishing Day in the future at Wayside Park. MOTION: “I make a Motion to permit Raymond Cocke to stock the creek at Wayside Park with trout and authorize the County’s Parks and Recreation Department to work with the Commonwealth’s Department of Wildlife Resources to have a Youth Fishing Day in the future at Wayside Park.” 7.r Packet Pg. 109 Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: IDA Appointment (Banister Representative); (Dexter Miller); (Contact: Supervisor Miller) Staff Contact(s): Supervisor Miller Agenda Date: April 20, 2021 Item Number: 7.s Attachment(s): Reviewed By: SUMMARY: Due to lack of attendance, Supervisor Miller desires to remove Daniel Jones as the Banister District Representative on the County’s Industrial Development Authority (“IDA”) and recommends the Board appoint Dexter Miller in Mr. Jones’ place for a term beginning April 21, 2021, and expiring on April 21, 2025. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board follow Supervisor Miller’s recommendation and appoint Dexter Miller as the County’s Banister District IDA Representative for a four (4) year term, beginning April 21, 2021, and expiring on April 21, 2025. MOTION: “I make a Motion appointing Dexter Miller as the County’s Banister District IDA Representative for a four (4) year term, beginning April 21, 2021, and expiring on April 21, 2025.” 7.s Packet Pg. 110 Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Danville-Pittsylvania Community Services Board Appointment (Banister District Representative); (Rev. Joseph Chambers); (Supervisor Miller) Staff Contact(s): Supervisor Miller Agenda Date: April 20, 2021 Item Number: 7.t Attachment(s): Reviewed By: SUMMARY: Supervisor Miller desires to recommend the Board appoint Joseph Chambers as the County’s Banister District Representative on the Danville-Pittsylvania Community Services Board to fill an unexpired term, beginning on April 21, 2021, and ending on June 30, 2022. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board follow Supervisor Miller’s recommendation and appoint Joseph Chambers as the County’s Banister District Representative on the Danville-Pittsylvania Community Services Board to fill an unexpired term, beginning on April 21, 2021, and ending on June 30, 2022. MOTION: “I make a Motion appointing Joseph Chambers as the County’s Banister District Representative on the Danville-Pittsylvania Community Services Board to fill an unexpired term, beginning on April 21, 2021, and ending on June 30, 2022.” 7.t Packet Pg. 111 Board of Supervisors EXECUTIVE SUMMARY INFORMATION ITEM Agenda Title: AmeriCorps National Service Recognition Day Proclamation Presentation (Contact: Chairman Warren) Staff Contact(s): Chairman Warren Agenda Date: April 20, 2021 Item Number: 8.a Attachment(s): Reviewed By: Dr. Julie Brown, Director of Advanced Learning, The Institute for Advanced Learning and Research, will be present to accept the AmeriCorps National Service Recognition Day Proclamation from Chairman Warren. 8.a Packet Pg. 112 Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Public Hearing: Case R-21-005; Mabel Doss; Rezoning from A-1, Agricultural District, to R-1, Residential Suburban Subdivision District (Supervisor Dudley) Staff Contact(s): Emily S. Ragsdale Agenda Date: April 20, 2021 Item Number: 10.A.1 Attachment(s): Case R-21-005 Doss Application Case R-21-005 Doss Plat Case R-21-005 Doss Map Reviewed By: SUMMARY: In Case R-21-005, Mabel Doss (“Petitioner”), has petitioned to rezone 2.01 acres, from A-1, Agricultural District, to R-1, Residential Suburban Subdivision District, (to consolidate with an adjacent parcel of land zoned R-1). The subject property is located on State Road 930/Sycamore Road, in the Staunton River Election District and shown on the Tax Maps as part of GPIN # 2533-30-9754. Once the property is rezoned to R-1, all uses listed under Pittsylvania County Code § 35-222 are permitted. On March 2, 2021, the Planning Commission recommended, with no opposition, that the Petitioner’s request be granted. The County Staff Summary is attached. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends approval of Case R-21-005 as presented. The subject property is adjacent to properties currently zoned R-1, Residential Suburban Subdivision District, and the rezoning would be consistent with the County’s Comprehensive Plan. MOTION: “In Case R-21-005, I make a Motion to approve the rezoning of 2.01 acres, from A-1, Agricultural District, to R-1, Residential Suburban Subdivision District, to allow the subject property to be consolidated with an adjacent parcel. The rezoning would be consistent with the County’s Comprehensive Plan.” 10.A.1 Packet Pg. 113 10.A.1.a Packet Pg. 114 Attachment: Case R-21-005 Doss Application (2454 : Public Hearing: Case R-21-005 Mabel Doss) 10.A.1.a Packet Pg. 115 Attachment: Case R-21-005 Doss Application (2454 : Public Hearing: Case R-21-005 Mabel Doss) 10.A.1.a Packet Pg. 116 Attachment: Case R-21-005 Doss Application (2454 : Public Hearing: Case R-21-005 Mabel Doss) 10.A.1.a Packet Pg. 117 Attachment: Case R-21-005 Doss Application (2454 : Public Hearing: Case R-21-005 Mabel Doss) 10.A.1.a Packet Pg. 118 Attachment: Case R-21-005 Doss Application (2454 : Public Hearing: Case R-21-005 Mabel Doss) 10.A.1.a Packet Pg. 119 Attachment: Case R-21-005 Doss Application (2454 : Public Hearing: Case R-21-005 Mabel Doss) 10.A.1.a Packet Pg. 120 Attachment: Case R-21-005 Doss Application (2454 : Public Hearing: Case R-21-005 Mabel Doss) 10.A.1.bPacket Pg. 121Attachment: Case R-21-005 Doss Plat (2454 : Public Hearing: Case R-21-005 Mabel Doss) 10.A.1.c Packet Pg. 122 Attachment: Case R-21-005 Doss Map (2454 : Public Hearing: Case R-21-005 Mabel Doss) Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Public Hearing: Case R-21-006; Frank Martin and Linda Stroud; Rezoning from MHP, Residential Manufactured Housing Park District, to A-1, Agricultural District (Supervisor Scearce) Staff Contact(s): Emily S. Ragsdale Agenda Date: April 20, 2021 Item Number: 10.A.2 Attachment(s): R-21-006 Martin Application R-21-006 Martin Map Reviewed By: SUMMARY: In Case R-21-006, Frank Martin and Linda Stroud (“Petitioners”), have petitioned to rezone 19.47 acres, from MHP, Residential Manufactured Housing Park District, to A-1, Agricultural District, (to allow for agricultural use). The subject property is located on State Road 746/Golf Club Road, in the Westover Election District and shown on the Tax Maps as GPIN # 2309-35- 0488. Once the property is rezoned to A-1, all uses listed under Pittsylvania County Code § 35- 178 are permitted. On March 2, 2021, the Planning Commission recommended, with no opposition, that the Petitioners’ request be granted. The County Staff Summary is attached. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends approval of Case R-21-006 as presented. The subject property is adjacent to properties currently zoned A-1, Agricultural District, and the rezoning would be consistent with the County’s Comprehensive Plan. MOTION: “In Case R-21-006, I make a Motion to approve the rezoning of 19.47 acres, from MHP, Residential Manufactured Housing Park District, to A-1, Agricultural District, to for agricultural use. The rezoning would be consistent with the County’s Comprehensive Plan.” 10.A.2 Packet Pg. 123 10.A.2.a Packet Pg. 124 Attachment: R-21-006 Martin Application (2455 : Public Hearing: Case R-21-006 Frank Martin and Linda Stroud) 10.A.2.a Packet Pg. 125 Attachment: R-21-006 Martin Application (2455 : Public Hearing: Case R-21-006 Frank Martin and Linda Stroud) 10.A.2.a Packet Pg. 126 Attachment: R-21-006 Martin Application (2455 : Public Hearing: Case R-21-006 Frank Martin and Linda Stroud) 10.A.2.a Packet Pg. 127 Attachment: R-21-006 Martin Application (2455 : Public Hearing: Case R-21-006 Frank Martin and Linda Stroud) 10.A.2.a Packet Pg. 128 Attachment: R-21-006 Martin Application (2455 : Public Hearing: Case R-21-006 Frank Martin and Linda Stroud) 10.A.2.a Packet Pg. 129 Attachment: R-21-006 Martin Application (2455 : Public Hearing: Case R-21-006 Frank Martin and Linda Stroud) 10.A.2.b Packet Pg. 130 Attachment: R-21-006 Martin Map (2455 : Public Hearing: Case R-21-006 Frank Martin and Linda Stroud) Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Public Hearing: Disposition of a Portion of County Landfill Property to AC Power, LLC, for Solar Land Lease Option Agreement (Staff Contact: Richard N. Hicks) Staff Contact(s): Richard N. Hicks Agenda Date: April 20, 2021 Item Number: 10.B.1 Attachment(s): AC Power - Pittsylvania County - Option Agreement - 3.23.2021 - AC Power Update - sent 04-20-2021 Public Hearing Notice - Landfill Solar Ad Reviewed By: SUMMARY: After reviewing several proposals for solar development at the County Landfill, the Board recently approved a potential lease with AC Power, LLC (“AC Power”), to develop a solar project thereon. Prior to submitting a proposal to any potential power provider such as Dominion, AC Power will need to perform its due diligence on the property and gather the necessary information to submit a competitive proposal. AC Power is proposing a two (2)-year Land Lease Option (“Option”) for this process. After an initial term of six (6) months after execution of the Option, AC Power will pay the County $2,500 per quarter during the Option’s term. If a project is approved and an actual Lease Agreement is executed, AC Power will pay the County $7,500 per MW-dc installed each year during the term of the Lease with an annual escalator of one and one-half percent (1.5%). The proposed Option that is attached is for a two (2)-year term. County Staff is discussing a potential one (1)-year Lease with the option of one (1)-year renewals and should have additional information available at the Board’s Business Meeting. In accordance with Virginia law, the Board is required to hold a Public Hearing to gain citizen input on the potential Option. As evinced by the attached ad, said Public Hearing has been duly advertised. FINANCIAL IMPACT AND FUNDING SOURCE: The Option would potentially provide $20,000 of additional County revenue. RECOMMENDATION: Following conducting the legally required Public Hearing, County Staff recommends the Board authorize the County Administrator to execute the attached Option with AC Power as presented. MOTION: “I make a Motion to authorize the County Administrator to execute the attached Option with AC Power as presented.” 10.B.1 Packet Pg. 131 LAND LEASE OPTION AGREEMENT THIS Option Agreement (the "Option Agreement"), effective as of March __, 2021 (the “Effective Date”), by and between Pittsylvania County, VA ("OPTIONOR"), a County in the Commonwealth of Virginia, whose workplace is at , and AC Power 13, LLC, a New York limited liability corporation whose workplace is at 465 Grand Street Suite 5, New York, NY 10002 (“OPTIONEE”). OPTIONOR and OPTIONEE together are the "Parties". WHEREAS, OPTIONOR owns certain real property defined as the Pittsylvania Landfill located at 382 Rainbow Lane Dry Fork, VA 24549; Tax Parcels: 2413-39-1912 and 2413-47-1490 (hereinafter referred to as the “Premises”); WHEREAS, OPTIONEE desires to lease from OPTIONOR that certain portion of Real Property identified below; WHEREAS, the Parties intend to enter into a definitive Solar Site Lease Agreement after certain conditions are mutually agreed upon between the Parties; WHEREAS, OPTIONEE requires a period of time in order to conduct due diligence and other activities for the purpose of obtaining a viable interconnection agreement ("IA") with Dominion Energy, obtain local non-ministerial permits, and eligibility under Community Solar Program and/or other solar incentives; WHEREAS, OPTIONEE may make certain applications for designations and/or permits on behalf of the OPTIONOR in order to assess the feasibility of installing the solar facility, and OPTIONOR hereby consents to such activities. NOW, THEREFORE, OPTIONOR and OPTIONEE hereby agree as follows: 1. Grant of Option. OPTIONOR is the owner of the Premises. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises set forth herein, OPTIONOR hereby gives and grants unto OPTIONEE, an exclusive and irrevocable option (the "Option") to enter into a Solar Site Lease Agreement for a portion of the Premises as more particularly described in Attachment A annexed hereto (the "Leased Premises") for the purposes of installing and operating an approximate 6.5 MW-dc solar facility ("Facility") on approximately the Leased Premises. 2. Option Term. The term of this Option shall be for twenty-four (24) months from the Effective Date (the "Option Term"), unless otherwise extended upon mutual agreement of the Parties or terminated in accordance with this Agreement. The Option Term will expire automatically on the earlier of (i) the failure of OPTIONEE to pay the first quarterly payment as set forth in Section 4; (ii) the end of the Option Term; or (iii) upon the execution of a Solar Site Lease Agreement (as defined below). OPTIONEE may terminate this Option Agreement prior to the expiration of the Option Term by providing OPTIONOR with written notice thereof and thereafter this Option Agreement shall be null and void and of no further force and effect and no Party shall have any further liability hereunder. 10.B.1.a Packet Pg. 132 Attachment: AC Power - Pittsylvania County - Option Agreement - 3.23.2021 - AC Power Update - sent (2464 : Public Hearing: Disposition of a 3. Option Payment. On the six-month anniversary of the Effective Date, OPTIONEE shall pay OPTIONOR $2,500 and shall then pay such amount on every third month’s anniversary thereafter, until the Parties sign a Solar Site Lease Agreement, the OPTIONEE terminates this agreement, or this Option expires. 4. Solar Site Lease Agreement. During the Option Term, the OPTIONEE and OPTIONOR shall use best efforts to execute a solar site lease agreement (the "Solar Site Lease Agreement") for the Leased Premises, provided that the OPTIONEE: (i) obtains an acceptable interconnection study (in OPTIONEE’s sole determination) and an acceptable interconnection agreement from Dominion Energy with respect to the interconnection of the Facility(s); (ii) determined that the Facility is technically and economically feasible on the Leased Premises (in OPTIONEE’s sole determination); (iii) has obtained non-ministerial permits from the local, county and state authorities, and (iv) obtains an allocation of incentives for the Facility. It is anticipated that the lease terms will consist of the following terms, however, the final lease terms will be further negotiated by the Parties during the Option Term: 1) the term of the Solar Site Lease Agreement will commence on the date such lease is executed (anticipated to be the construction commencement date of the Facility) (the "Commencement Date"); and, 2) terminate twenty-five (25) years after the commercial operation date of the Facility, provided however, the 25 year term is automatically renewed for up to two (2) additional terms of five (5) years each (together, the "Lease Term"), unless OPTIONEE notifies OPTIONOR of its intention not to renew sixty (60) days prior to commencement of the succeeding renewal term. The rent during the Lease Term shall be $7,500 per MW-dc installed (calculated using installed Nameplate Capacity) per annum with an annual escalator of 1.5%. The Nameplate Capacity is defined as the installed capacity as approved by Dominion Energy. If the Nameplate Capacity increases during the Lease Term the rent payment will increase accordingly. 5. Indemnification. From and after the time that OPTIONEE has been on the Premises, OPTIONEE hereby indemnifies, and holds OPTIONOR and OPTIONOR's affiliates and/or their respective employees, officers and directors harmless from all costs and expenses, liabilities, obligations, damages (exclusive of consequential or punitive damages), penalties, claims, or actions, (including reasonable attorneys' fees), arising from: (i) loss of life, personal injury or damage to property, occurring in, on or about the Premises to extent resulting from the acts or omissions of OPTIONEE or OPTIONEE's affiliates, officers, employees, guests, agents, contractors, consultants and/or invitees, and (ii) violations of or noncompliance with any applicable laws or governmental requirements pertaining to the conduct of OPTIONEE or OPTIONEE's affiliates, agents or contractors. From and after the time that OPTIONEE has been on the Premises, OPTIONOR hereby indemnifies, and holds OPTIONEE and OPTIONEE's affiliates and/or their respective employees, officers and directors harmless from all costs and expenses, liabilities, obligations, damages (exclusive of consequential or punitive damages), penalties, claims, or actions, (including reasonable attorneys' fees), arising from: (i) loss of life, personal injury or damage to property, occurring in, on or about the Premises to the extent resulting from the acts or omissions of OPTIONOR or OPTIONOR's affiliates, officers, employees, guests, agents, contractors, consultants and/or invitees; and (ii) violations of or noncompliance with any applicable laws or governmental requirements pertaining to the conduct of OPTION or 10.B.1.a Packet Pg. 133 Attachment: AC Power - Pittsylvania County - Option Agreement - 3.23.2021 - AC Power Update - sent (2464 : Public Hearing: Disposition of a OPTIONOR's affiliates, agents or contractors. 6. Inspections and Investigations. OPTIONOR hereby grants to OPTIONEE, its officers, agents, employees and independent contractors the right and privilege to enter upon the Premises after the date of this Option Agreement, to perform or cause to be performed on the Premises any tests, inspections, studies or surveys that may be required in association with the permitting and design of the Facility. OPTIONOR shall cooperate in facilitating OPTIONEE's access to the Premises as needed, and OPTIONEE shall not unreasonably interfere with OPTIONOR's use of the Premises in conducting these activities. 7. Insurance. OPTIONEE and its contractors and/or consultants shall maintain customary general liability insurance while on the Premises during the Period of this Option Agreement. 8. Confidentiality. OPTIONOR agrees not to disclose or permit to be disclosed any documentation or information provided by OPTIONEE (“Confidential Information”), without the prior written approval of OPTIONEE. Neither Party shall disclose or use any Confidential Information of the other for any purpose. Each Party will be responsible for any unauthorized use or disclosure by any of its employees, representatives, agents or consultants to whom it has disclosed Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Upon the expiration or termination of this Agreement, OPTIONOR shall return to OPTIONEE or destroy all Confidential Information of OPTIONEE, and in all circumstances, OPTIONOR shall be required to keep AC Power Confidential Information confidential for as long as it remains in OPTIONOR’s possession, even after the termination of this Agreement. 9. Marketing. During the term of this Option Agreement, OPTIONOR shall not market and shall neither solicit nor accept any additional offers to lease, sale of or grant an easement over the Premises for any purpose. 10. Governing Law. This Option Agreement shall be governed by the laws of the State of Virginia without regard to its conflicts of law principles. Both Parties submit to personal jurisdiction in Virginia and further agree that any controversy, claim or cause of action arising under, relating to, incidental to or in connection with this Agreement shall be brought in a Federal or State Court in Virginia. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the courts of the State of Virginia or the United States of America, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 11. Pittsylvania County Board of Supervisors Purchasing Department General Terms and Conditions. This Option Agreement and the anticipated Solar Site Lease Agreement will adhere to the Pittsylvania County Purchasing Department General Terms and Conditions outlined in “RFP 12-16-20 Installation of a Solar Photovoltaic Energy System” issued by Pittsylvania County on December 16, 2020. 12. Counterparts. This Option Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which shall be deemed an original, but all of which will be deemed one instrument. Signatures may be given via facsimile and/or email and any 10.B.1.a Packet Pg. 134 Attachment: AC Power - Pittsylvania County - Option Agreement - 3.23.2021 - AC Power Update - sent (2464 : Public Hearing: Disposition of a such facsimile and/or email signatures shall be treated in the same fashion as original signatures and shall be binding on the Parties. 13. Representations and Warranties. Both OPTIONOR and OPTIONEE hereby represent and warrant to the other that this Option Agreement: (a) has been validly executed and delivered by it, (b) has been duly authorized, and (c) with respect to the matters set forth herein. Any and all information exchanged between the Parties is provided “AS IS.” 14. Entire Agreement. This Option Agreement constitutes the entire agreement of the Parties relating to the transactions contemplated hereby and supersedes all prior discussions, negotiations or agreements with respect to these matters, whether oral or written. 15. Waiver. No waiver by either party of any default or breach of any of the terms or conditions of this Option Agreement shall constitute a waiver of any prior or subsequent default or breach hereunder. 16. Notices. All notices, requests, or consents provided for or permitted to be given under this Option Agreement must be in writing and are effective on actual receipt by the intended recipient or by delivery by facsimile or e-mail. The Parties do not, by reason of entering into this Option Agreement, in any way whatsoever or for any purpose become partners of each other, agents, joint-ventures or members of a joint enterprise. The matters set forth in this Option Agreement constitute an option only, and do not constitute a binding agreement for lease of the Property between OPTIONOR and OPTIONEE. Any such Solar Site Lease Agreement shall only arise as a result of the negotiation, execution and delivery of a written definitive agreement as contemplated herein and having terms and conditions satisfactory to OPTIONOR and OPTIONEE. Neither party hereto may bring any claim or action against the other party as a result of a failure to agree on or enter into any definitive Solar Site Lease Agreement. IN WITNESS WHEREOF, OPTIONOR and OPTIONEE have executed this Agreement as of the date affixed to their signatures below. OPTIONOR: Pittsylvania County, VA 1 Center Street Chatham, VA 24531 Fax: By: Name: Title: Date: 10.B.1.a Packet Pg. 135 Attachment: AC Power - Pittsylvania County - Option Agreement - 3.23.2021 - AC Power Update - sent (2464 : Public Hearing: Disposition of a OPTIONEE: AC Power 13, LLC 465 Grand Street Suite 5 New York, NY 10002 Fax: 516-765-3236 By: Name: Annika Colston Title: President Date: 10.B.1.a Packet Pg. 136 Attachment: AC Power - Pittsylvania County - Option Agreement - 3.23.2021 - AC Power Update - sent (2464 : Public Hearing: Disposition of a PUBLIC HEARING NOTICE As required by Virginia Code § 15.2-1800(B), the Board of Supervisors of Pittsylvania County, Virginia, will hold a Public Hearing on Tuesday, April 20, 2021, at 7:00 p.m., at the Board Meeting Room, 39 Bank Street, SE, Chatham, Virginia, 24531, to receive citizen input on the lease of publicly owned property at the County Landfill, located at 382 Rainbow Lane, Dry Fork, Virginia, 24549, also designated as Tax Parcel numbers 2413-47-1490, 2413-38-1912 and 2413-59-6730, for the potential installation of solar facilities by A.C. Power 13, LLC. A full text and related documents/materials are available in the Office of the County Administrator, County Administration Building, 1 Center Street, Chatham, Virginia, 24531, on Monday through Friday, 8:00 a.m. to 5:00 p.m., and on the County’s website, www.pittsylvaniacountyva.gov. 10.B.1.b Packet Pg. 137 Attachment: 04-20-2021 Public Hearing Notice - Landfill Solar Ad (2464 : Public Hearing: Disposition of a Portion of County Landfill Property to Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Public Hearing: Disposition of Old Blairs Middle School/Southside High School to Mid-Atlantic Foundation, Inc., and Approval of Other Related Easements and Documents (Staff Contact: Richard N. Hicks) Staff Contact(s): Richard N. Hicks Agenda Date: April 20, 2021 Item Number: 10.B.2 Attachment(s): 04-20-2021 Public Hearing Notice - Southside Lofts DOCS-#816100-v1-Owner_Affidavit_and_Indemnity DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments DOCS-#814969-v2- Temporary_Construction_Easement_Blairs_School_Apartments DOCS-#814883-v2- Access_and_Parking_Easement_Blairs_School_Apartments DOCS-#814847-v1- Deed_of_Sewer_Easement_Blairs_School_Apartments DOCS-#814853-v1- Termination_of_Lease_Agreement_Blairs_School_Apartments DOCS-#814832-v1- Assignment_of_Donation_Agreement_Blairs_School_Apartments Reviewed By: SUMMARY: Several months ago, the Board held a Public Hearing and agreed to donate the former Blairs Middle School/Southside High School property (“Property”) to Landmark Development (“Landmark”) to renovate the Property into apartments. Landmark has obtained its financing and is ready to proceed with the Project. Landmark has recently requested that the Property be donated to Mid-Atlantic Foundation, Inc. (“Mid-Atlantic”), a non-profit, which will provide them with more flexibility and funding opportunities. The final development will be owned and operated by Blairs School Apartments, LLC. Prior to the disposition of the property, the Board is legally required to conduct a Public Hearing to approve the transfer of the Property, the Owner’s Affidavit and Indemnity, a temporary construction easement for sewer, a Deed of Sewer Easement, an Assignment of Donation Agreement to Mid-Atlantic, a Deed of Lease for the Auditorium to the County, and an Access and Parking Easement and Maintenance Agreement. The Public Hearing has been properly advertised. Sam Sari, with Landmark Development, will be in attendance to provide the Board with an update on the Project. For the Board’s review and consideration, the above-referenced documents are attached. 10.B.2 Packet Pg. 138 FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: Following conducting the legally required Public Hearing, County Staff recommends the Board approve the donation of the Property to Mid-Atlantic and authorize the Board’s Chairman to execution of the above-referenced documents as substantially presented. MOTION: “I make a Motion approve the donation of the Property to Mid-Atlantic and authorize the Chairman to execute the related attached documents as substantially presented.” 10.B.2 Packet Pg. 139 PUBLIC HEARING NOTICE As required by Virginia Code § 15.2-1800(B), the Board of Supervisors of Pittsylvania County, Virginia, will hold a Public Hearing on Tuesday, April 20, 2021, at 7:00 p.m., 39 Bank Street, SE, Chatham, Virginia, 24531, to receive citizen input on the potential disposition of the Old Blairs Middle School (also formerly Southside High School) and related easements (Sewer, Parking and Access, and Temporary Construction), publicly owned property, located at 200 Blairs Middle School Circle, Blairs, Virginia 22427, also designated as Tax Parcel 2421-71-5701, to the Mid- Atlantic Foundation, Inc., to be rehabilitated and repurposed into multifamily apartments to be known as the Southside Lofts. A full text and related documents/materials are available in the Office of the County Administrator, County Administration Building, 1 Center Street, Chatham, Virginia, 24531, on Monday through Friday, 8:00 a.m. to 5:00 p.m., and on the County’s website, www.pittsylvaniacountyva.gov. 10.B.2.a Packet Pg. 140 Attachment: 04-20-2021 Public Hearing Notice - Southside Lofts (2465 : Public Hearing: Disposition of Old Blairs Middle School/Southside High AFFIDAVIT AND INDEMNITY Affidavit (Owner - Entity) BTM:816100v1 Printed: 09.29.20 @ 10:18 AM by TDJ VAD1012.doc / Updated: 10.18.18 Page 1 VA-CT-FXHC-02100.582213-VA2001723 STATE OF COUNTY OF Order No.: VA2001723 -____________, in his/her capacity as________ of Board of Supervisors of Pittsylvania County, Virginia ("Owner"), being duly sworn deposes and says: 1. Owner is the owner of the property(ies) (the "Property") described in report/commitment no. VA2001723 issued by Chicago Title Insurance Company ("The Company"). 2. I have personal knowledge of the facts that are sworn to herein and am fully authorized and qualified to give this Affidavit and Indemnity on behalf of Owner. 3. Owner's Formation and Organization documents are in full force and effect and no proceedings are pending for Owner's dissolution or annulment. Owner is in good standing in its state of formation and is properly authorized to do business in the state where Owner's Property is located. All license, franchise and corporation taxes due and payable by Owner have been paid in full. 4. Owner's possession of the Property has been peaceful and undisturbed and Owner's title to the Property has never been disputed or questioned. I do not know of any facts by reason of which title to, or possession of the Property might be disputed or questioned, or by reason of which any claim to the Property or any portion thereof might be adversely asserted. 5. (A) Owner is in sole possession of the Property, and no other party has possession, or has a right of possession, under any lease or other agreement; OR (B) A complete list of all tenants, lessees or parties in possession (collectively "Tenants") of all or any part of each Property is set forth on Exhibit "A" attached hereto. All such Tenants are in occupancy as tenants only, with no rights of first refusal or options to purchase all or any portion of the Property (strike out 5(A) or 5(B), whichever is not applicable). 6. Owner has not received any notice of any taxes and/or special assessments affecting the Property other than those shown on the Report. Further, there are no unpaid charges for taxes, water and/or sewer services or unpaid special assessments against the Property, not shown as existing liens in the public records. 7. There are no contracts involving the furnishing of any labor, services or materials to the Property or the improvements thereon that have not been fully performed and satisfied and there are no unpaid bills or claims for labor or services performed or materials supplied during the last six (6) months for alterations, repairs, work or new construction to the Property, including but not limited to Tenant work or work in the ordinary course of business, except as is set forth on Exhibit "B" attached hereto. 8. There are no unrecorded documents, including easements, contracts of sale or options, leases, mortgages, deeds of trust, liens or security agreements, affecting the Property. 9. All management fees and site and/or assessment fees with respect to the Property are fully paid. 10. Owner has not entered into any agreement with any broker for the sale, purchase, lease or mortgage of the Property which could result in a lien for which said broker has not been paid. 11. Owner has not received any notice of any violation of any covenant, condition or restriction, including non- payment of assessments, affecting the Property, if any. 12. Owner shall indemnify and hold harmless The Company from and against any and all per diem charges that may be due in connection with the payoff of any mortgage/deeds of trust affecting the Property. 13. There is no action or proceeding relating to any Property in any state or federal Court in the United States, including any bankruptcy proceedings, nor are there any state or federal judgments or any state or federal liens of any kind or nature that constitute a lien or charge upon any Property. 10.B.2.b Packet Pg. 141 Attachment: DOCS-#816100-v1-Owner_Affidavit_and_Indemnity (2465 : Public Hearing: Disposition of Old Blairs Middle School/Southside High AFFIDAVIT AND INDEMNITY (continued) Affidavit (Owner - Entity) BTM:816100v1 Printed: 09.29.20 @ 10:18 AM by TDJ VAD1012.doc / Updated: 10.18.18 Page 2 VA-CT-FXHC-02100.582213-VA2001723 14. Owner has not purchased any items which have not been paid in full and for which the provider of such items would have any right, interest or claim that may exist, arise or be asserted against the Title under or pursuant to the Perishable Agricultural Commodities Act of 1930, as amended, 7 USC 499a et seq., the Packers and Stockyard Act of 1921, as amended, 7 USC 181 et seq., or any similar state laws. 15. In order to effectuate a New York style closing, Owner agrees to promptly defend, remove, bond or otherwise dispose of any encumbrance, claim or lien which may arise or be filed against any Property, between the most recent effective date of the Report for such Property and the date the documents creating, vesting, and/or governing the interest to be insured are recorded. 16. No Financing: The Property is owned free and clear of liens, other than the lien of real estate taxes; There are no recorded or unrecorded deed(s) of trust, personal notes and/or obligations intended by the mortgagee, lender or noteholder to be paid prior to sale or refinance of the Property; The Property has not been pledged as security for the repayment of any personal or business loans. This Affidavit and Indemnity is given to induce The Company to issue its policies of title insurance in connection with the Report, knowing full well that The Company will rely upon the accuracy of the same. Owner shall indemnify and hold The Company harmless from any loss, cost or expense occasioned by the existence of any of the matters listed above or any untrue statement made herein and any cost, expense or liability, including attorney's fees, arising from the enforcement of this Affidavit and Indemnity. IN WITNESS WHEREOF, the undersigned have executed this document on the date(s) set forth below. Board of Supervisors of Pittsylvania County, Virginia BY:________________________________ , State of __________________ County of __________________ The foregoing instrument was acknowledged before me this __________ day of ________ , 20___ , by, ________________________________ of ________________________________ a ________________________ on behalf of the Board os Supervisors of Pittsylvania County, Virginia. My term of office expires on the _____ day of ________, 20___. _________________________ (Signature) _________________________ (Title) SEAL 10.B.2.b Packet Pg. 142 Attachment: DOCS-#816100-v1-Owner_Affidavit_and_Indemnity (2465 : Public Hearing: Disposition of Old Blairs Middle School/Southside High EXHIBIT "A" Tenants Affidavit (Owner - Entity) BTM:816100v1 Printed: 09.29.20 @ 10:18 AM by TDJ VAD1012.doc / Updated: 10.18.18 Page 3 VA-CT-FXHC-02100.582213-VA2001723 . 10.B.2.b Packet Pg. 143 Attachment: DOCS-#816100-v1-Owner_Affidavit_and_Indemnity (2465 : Public Hearing: Disposition of Old Blairs Middle School/Southside High EXHIBIT "B" Construction Affidavit (Owner - Entity) BTM:816100v1 Printed: 09.29.20 @ 10:18 AM by TDJ VAD1012.doc / Updated: 10.18.18 Page 4 VA-CT-FXHC-02100.582213-VA2001723 . 10.B.2.b Packet Pg. 144 Attachment: DOCS-#816100-v1-Owner_Affidavit_and_Indemnity (2465 : Public Hearing: Disposition of Old Blairs Middle School/Southside High BTM:814817v3 DEED OF LEASE THIS DEED OF LEASE (this “Lease”) is entered into as of the _____ day of _____________________, 2021 by and between BLAIRS SCHOOL APARTMENTS, LLC, a North Carolina limited liability company (“Landlord”), and the BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, a political subdivision of the Commonwealth of Virginia (“Tenant”), upon the following terms and conditions. ARTICLE I – DEFINITIONS Unless the context otherwise specifies or requires, the following terms shall have the meanings specified herein. 1.1. Premises. The term “Premises” shall mean the auditorium of that certain building commonly referred to now or formerly as the Southside High School (the “Building”) labeled as “__________________” and the space within the Building labeled as “________________” on the map attached hereto as Exhibit A. 1.2. Term. The term (“Term”) of this Lease shall commence upon the Effective Date, and shall continue for a term of twenty (20) years thereafter, unless extended or sooner terminated as provide in this Lease. 1.3. Rent. The Tenant shall pay annual rent in the amount of One Hundred and 00/100 Dollars ($100.00) annually, payable on the first day of the Term and on each anniversary thereafter. 1.4. Tenant’s Permitted Use. The term “Tenant’s Permitted Use” shall mean recreational, theatrical or music programs for the “_______________” space and concessions and storage for sporting events and practices or governmental activities of the Tenant or, with respect to the “______________” space, the Southside Soccer Club, Inc., which shall be a permitted subleasee for the “_______________” space. ARTICLE 2 – LEASE OF PREMISES 2.1. Lease of Premises. Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon the terms set forth in this Lease. 2.2. Term. This Lease shall continue during the Term, unless terminated as provided herein. The parties may extend this Lease for additional terms as they may agree in writing, and in such event each additional term shall be considered a “Renewal Term”. 2.3 Construction. It is understood that the Landlord has committed to renovate the Building to convert its use to approximately 55 affordable apartments ranging from one to three bedrooms. Tenant shall at all times enjoy possession and use of the Premises from and after the Effective Date (as defined below). For a period of approximately twelve (12) months 10.B.2.c Packet Pg. 145 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 commencing within thirty (30) days of the date hereof, the Landlord will be renovating the Building, including the Premises (the “Premises Rehabilitation Period”). The end of the Premises Rehabilitation Period, as evidenced by the issuance of a certificate of occupancy for the Building, shall be the “Effective Date” hereunder. 2.4 Condition of Premises. Tenant acknowledges that it has examined and inspected the Premises and is familiar with the condition thereof. Tenant agrees to take possession of the Premises in its current “as is” condition. ARTICLE 3 - USE OF PREMISES 3.1 Tenant’s Permitted Use. Tenant shall use the Premises only for Tenant’s Permitted Use and shall not use or permit the Premises to be used for any other purpose except as provided herein, including for any illegal purposes or in any manner to create any nuisance or trespass, or in any manner vitiate the insurance or increase the rate of insurance on the Building. Tenant shall, at its sole cost and expenses, obtain all governmental licenses and permits required to allow Tenant to conduct Tenant’s Permitted Use. Tenant shall schedule events which are open to the public to conclude at reasonable times compatible with the residential use of Landlord's adjacent property. Tenant's employees shall have access to the Premises at all times as Tenant may require to prepare for or clean up from events, however, repairs, maintenance or other activities which are noise-generating in nature shall not be scheduled at times which are likely to disturb Landlord's residential tenants. Tenant shall schedule events open to the public only between the following hours: [8:00 a.m.-10:00 p.m.] 3.2 Compliance With Laws. Tenant shall not use the Premises, or permit the Premises to be used in any manner which violates any applicable laws, ordinances, or regulations. 3.3 Hazardous Substances. The term “Hazardous Substances” shall mean pollutants, contaminants, toxic or hazardous wastes, or any other substances, the removal of which is required or the use or storage of which is restricted, prohibited, regulated or penalized by any law relating to pollution or protection of the environment (collectively “Environmental Laws”). Tenant and Landlord agree not to use, store, release or dispose of any Hazardous Substance in the Premises, the Building or the surrounding property of which the Building and Premises are a part in violation of applicable Environmental Laws. Should either party violate this requirement, such party shall promptly remediate any such violation thereof in strict accordance with all applicable Environmental Laws at the violating party’s sole expense. Nothing herein shall prohibit Landlord’s or Tenant’s incidental storage and use of Hazardous Substances in incidental quantities as customarily found in commonly-used cleaning products so long as the same is in strict accordance with all Environmental Laws. 3.4 Signage. Tenant shall be entitled at its expense to install and maintain exterior and interior signage in size and location reasonably acceptable to Landlord. All signage shall be consistent with the requirements of the Virginia Department of Historic Resources (“VHDR”), the United States National Park Service (“NPS”) and any other applicable regulatory entity for the purposes of qualifying for rehabilitation and historic tax credits. 10.B.2.c Packet Pg. 146 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 3.5 Parking Tenant shall have reasonable non-exclusive use of certain spaces within the to-be-completed parking facilities for Tenant's events upon the Premises or for Tenant's use for activities on the Tenant's property located adjacent to the Building; provided, however, Landlord may designate reasonable reserved parking for residents of Landlord's renovated facilities in Landlord’s sole discretion. ARTICLE 4 – OPERATING EXPENSES 4.1 Utilities. Landlord's planned renovations to the Premises and the Building of which the Premises is a part will result in separately-metered utility service at the Premises. Tenant shall be responsible for obtaining and paying for all utilities necessary to service the Premises, including without limitation, gas, water, electricity, wastewater disposal, telephone, communication services, and other utilities used in or for the benefit of the Premises. In addition, Tenant shall be responsible for all trash removal from the Premises. In no event shall Tenant allow rubbish to accumulate in the Premises. ARTICLE 5 – MAINTENANCE AND REPAIRS 5.1 Maintenance and Repairs. Tenant, at its sole cost, shall maintain and keep in good repair and condition (including replacement of any broken or damaged items) all of the Premises. Tenant shall be responsible for all repairs required to the Premises excepting any repairs needed to the roof, exterior walls below-grade/underground utilities and structural foundations, which shall be the responsibility of Landlord. Notwithstanding the foregoing, Tenant shall be responsible for any repairs due to damage caused by Tenant, its successors, assignees, subtenants, employees, agents, contractors or invitees, to the Premises or the Building. Tenant will be responsible for the normal and customary maintenance and repairs on the interior of the Premises. Tenant shall provide and pay for cleaning and janitorial service to the Premises. ARTICLE 6 – ALTERATIONS, ADDITIONS AND IMPROVEMENTS 6.1 Landlord’s Consent: Conditions Tenant shall not make or permit to be made any alterations, additions, or improvements in or to the Premises (the “Alterations”) without the prior written consent of Landlord which consent shall not be unreasonably delayed or withheld. All Alterations shall be performed at Tenant’s sole cost in compliance with the plans and specifications approved by Landlord, if any, and all applicable laws, ordinances, rules, and regulations, and the requirements of all carriers of insurance on the Premises. All work shall be performed in a diligent, first class manner. In addition, all work must be consistent with the Secretary of the United States Department of the Interior’s standards for historic rehabilitation and in compliance with the requirements of NPS and VHDR, to the extent applicable, in order to preserve the historic nature of the Building and the historic tax credits being claimed by the Landlord. 6.2 Liens. The Tenant shall pay when due all costs for work performed and materials supplied to the Building and the Premises contracted for by Tenant. Tenant shall keep the 10.B.2.c Packet Pg. 147 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 Premises free from all liens, stop notices and violation notices relating to any work performed for, materials furnished to, or obligations incurred by or for, the Tenant. 6.3 Lease Termination. Upon expiration or earlier termination of this Lease, or any renewal or extension hereof, Tenant shall surrender the Premises to Landlord in the same condition as when received, subject to reasonable wear and tear. All alterations by the Tenant shall become a part of the Premises and shall become the property of Landlord, unless Landlord shall have, by written notice given to Tenant at the time Landlord consented to the alterations, required Tenant to remove some or all of Tenant’s alterations, in which event Tenant shall promptly remove the designated alterations and shall promptly repair any resulting damage, all at Tenant’s sole expense. All business and trade fixtures, machinery and equipment, furniture, movable partitions and items of personal property owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant upon the expiration or earlier termination of this Lease. Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier termination of this Lease, Landlord may, but need not, do so, and Tenant shall pay Landlord the reasonable cost thereof upon demand. ARTICLE 7 – INSURANCE 7.1 Property Insurance. Landlord shall procure and maintain, at its sole expense, hazard and fire insurance in an amount not less than one hundred percent (100%) of the replacement cost covering the Premises. Tenant shall procure and maintain, at its sole expense, personal property insurance covering its personal property and business interruption. All such insurance shall name Landlord as a loss payee and certificate holder. Tenant agrees that if the Premises or any furniture, fixtures, machinery, equipment or other personal property located therein are damaged or destroyed by fire or other insured casualty, the rights, if any, of the Tenant against the Landlord with respect to such damage or destruction are hereby waived if and to the extent permitted by any applicable insurance policies. The parties agree to use their best efforts to insure that the policies of insurance obtained by them permit such waivers of subrogation and shall furnish evidence of such, each to the other. 7.2 Liability Insurance. Tenant shall procure and maintain, at its sole expense, commercial general liability insurance applying to the use and occupancy of the Premises and the business operated by Tenant, naming Landlord as an additional insured. Such insurance shall have a minimum combined single limit of liability of at least One Million Dollars ($1,000,000) and at least Two Million Dollars ($2,000,000) in the aggregate. All such policies shall be written to apply to all bodily injury, property damage, and personal injury losses. All such insurance shall name Landlord as an additional insured. ARTICLE 8 – DAMAGE OR DESTRUCTION; CONDEMNATION 8.1 Partial Damage or Destruction. In case of damage to or destruction of less than twenty percent (20%) of the Premises, Landlord shall, at its own expense, promptly repair and restore the Premises substantially to the condition which existed prior to such damage or 10.B.2.c Packet Pg. 148 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 destruction unless caused by Tenant’s negligence or willful misconduct, in which case Tenant shall, at its own expense, promptly repair and restore the Premises substantially to the condition which existed prior to such damage or destruction. In case of damage to or destruction of twenty percent (20%) or more of the Premises, either party shall have the right to terminate this Lease. 8.2 Condemnation. If twenty percent (20%) or more of the Premises shall be taken by condemnation, then this Lease shall terminate on the date that title or possession to the Premises is taken by the condemning authority, whichever is earlier. The entire award for such taking shall belong to Landlord. ARTICLE 9 – DEFAULT AND REMEDIES 9.1 Events of Default By Tenant. The occurrence of any of the following shall constitute a material breach of this Lease by Tenant. a. The failure by Tenant to pay any payment due hereunder within ten (10) business days of Tenant's receipt of written notice from Landlord specifying such failure. b. The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, if such failure continues for thirty (30) days after written notice thereof by Landlord to Tenant unless such failure cannot reasonably be cured within such thirty (30) day period and Tenant shall have begun reasonable efforts within such thirty (30) day period to effect such cure; provided, however, that in no event shall Tenant have more than ninety (90) days to effect such cure. 9.2 Landlord’s Right to Terminate Upon Tenant Default. In the event of any material breach of this Lease by Tenant, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord’s election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: a. the amount of any unpaid Rent which had been earned at the time of such termination; plus b. any other sum of money owed by Tenant to Landlord under the terms of this Lease. 9.3 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense. Upon the occurrence of an Event of Default by Tenant which is not cured during any applicable cure period, Landlord may, but shall not be obligated to, make any payment or perform any other act required to be made or performed by Tenant, without waiving or releasing Tenant of its obligations under this Lease. Any sums so paid by Landlord shall be payable to Landlord as additional rent on demand. 9.4 Events of Default by Landlord. If Landlord fails to pay any amount due or perform any other obligation of Landlord’s under this Lease for more than thirty (30) days after 10.B.2.c Packet Pg. 149 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 Tenant notifies Landlord of such nonpayment or nonperformance, Tenant may exercise any one or more of the following remedies (provided, however, that if a non-monetary default by its nature cannot in the exercise of reasonable diligence be cured within thirty (30) days after Tenant’s notice, Landlord will not be in default if Landlord commences performance within that period and diligently proceeds to cure the default within a reasonable time): a. Tenant may cure the default and seek repayment from Landlord of the reasonable cost of curing the default. ARTICLE 10- MISCELLANEOUS PROVISIONS 10.1 Subordination and Non-Disturbance This Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interests of, (i) any and all financing, deeds of trust, regulatory agreements, liens or other encumbrances to any and all lenders providing financing to Landlord for the acquisition, renovation and construction of the Building; (ii) present and, subject to the conditions described hereinafter, future mortgages and deeds of trust encumbering all or any part of the Premises; and (iii) all past and future advances made under any such mortgages or deeds of trust. Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such mortgagee to effect the purposes of this section; provided however, with respect to any mortgagee who holds a mortgage or deed of trust recorded subsequent to the date of this Lease, such mortgagee shall agree in a recordable instrument that this Lease shall not be divested by foreclosure or other default proceedings and the tenancy of the Tenant shall not be disturbed so long as Tenant is not in default under this Lease beyond applicable cure periods. Moreover, this Lease shall not be divested by a conveyance by Landlord to any third parties during the Term or any Renewal Term, and the tenancy of the Tenant shall not be disturbed so long as Tenant is not in default under this Lease beyond applicable cure periods. 10.2 Attornment. If the interests of Landlord under this Lease shall be transferred to any mortgagee or other purchaser or person taking title to the Premises by reason of voluntary sale, or the foreclosure of any superior mortgage or deed of trust (a “Successor Landlord”), Tenant shall be bound to such Successor Landlord and the Successor Landlord shall be bound to Tenant under all of the terms, covenants and conditions of this Lease, including Tenant’s right to continue the tenancy without disturbance by the Landlord and Tenant shall attorn to and recognize as Tenant’s landlord under this Lease such Successor Landlord. 10.3 Quiet Enjoyment. Landlord represents and warrants to Tenant that Landlord has the full and absolute authority to enter into this Lease and lease the Premises to Tenant. Provided that Tenant performs all of its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Lease Term free of claims by or through Landlord, subject to all of the terms and conditions contained in this Lease. Landlord shall defend any such claims at its expense. 10.4 Assignment and Subletting. Other than a sublease of the “_____________” space to the Southside Soccer Club, Inc., which is a permitted sublease hereunder, Tenant shall not, without the prior written consent of Landlord, assign this Lease or sublet the Premises, which consent may be given or withheld in Landlord’s sole discretion. If such consent is given, all later 10.B.2.c Packet Pg. 150 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 assignments or subleases will likewise be subject to the prior written consent of Landlord, which may also be given or withheld in the Landlord’s sole discretion. In addition, Landlord shall have the right to approve the terms and conditions of all subleases, including any with Southside Soccer Club, Inc. No assignment or sublease by the Tenant shall relieve the Tenant of liability hereunder. This provision shall not be construed to prohibit the use of the premises by affiliated entities of the Tenant, including the Pittsylvania County Recreation Department and other related athletic, recreational or cultural entities of Pittsylvania County, Virginia. 10.5 Estoppel Certificate. Tenant agrees upon not less than ten (10) business days’ prior written notice from Landlord to execute, acknowledge and deliver to Landlord an estoppel certificate certifying to any current or prospective mortgagee such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee reasonably may require in connection with Landlord’s financing. 10.6 Notices. All notices hereunder shall be effective when delivered, if delivered by hand, five (5) business days after being sent by registered or certified mail, first class postage prepaid, return receipt requested, or one (1) business day after being sent by nationally recognized commercial overnight delivery service, addressed to Landlord or to Tenant as follows, or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate to the other in writing. If to Landlord, to: Blairs School Apartments, LLC c/o Landmark Asset Services, Inc. 406 E. Fourth Street Winston-Salem, NC 27101 Attn: Samuel J. Sari With a copy to: Blanco Tackabery & Matamoros, P.A. 110 South Stratford Road Suite 500 Winston-Salem, NC 27104 Attn: Deborah L. McKenney And with a copy to: Red Stone Equity Manager, LLC c/o Red Stone Equity Partners, LLC 1100 Superior Avenue, Suite 1640 Cleveland, OH 44114 Attn: General Counsel 10.B.2.c Packet Pg. 151 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 If to Tenant, to: Board of Supervisors of Pittsylvania County, Virginia 1 Center Street P.O. Box 426 Chatham, VA 24531 Attn: County Administrator With a copy to: J. Vaden Hunt, Esq. Pittsylvania County Attorney 1 Center Street P.O. Box 426 Chatham, VA 24531 10.7 Entire Agreement. This Lease contains all of the agreements and understandings relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not made, and Tenant is not relying upon, any warranties, representations, promises or statements made by Landlord or any agent of Landlord, except as expressly set forth in the enumerated documents, which together expresses the agreement of the parties. 10.8 Amendments. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord and Tenant. Neither party hereto shall be deemed to have waived or released any of its rights hereunder unless expressly stated in a writing executed by such party. 10.9 Successors. Except as expressly provided herein, this Lease and the obligations of Landlord and Tenant contained herein shall bind and benefit the successors and assigns of the parties hereto. 10.10 Governing Law. This Lease shall be governed by, and construed and performed in accordance with, the laws of the Commonwealth of Virginia without regard to any choice of law provision thereof. 10.11 Captions. All captions, headings, titles, numerical references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. 10.12 Number and Gender. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the context may require. 10.13 Time is of the Essence. Time is of the essence of this Lease and to the performance of all obligations hereunder. 10.B.2.c Packet Pg. 152 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 10.14 Remedies Cumulative. The remedies to which the Landlord or Tenant may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which either may be entitled under this Lease, at law, or in equity in case of a default, breach or threatened breach by the other of any provision or term of this Lease. [SEPARATE SIGNATURE PAGE FOLLOWS] 10.B.2.c Packet Pg. 153 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written, having been approved by Resolution of the Tenant duly adopted in open session and by the Managing Member of the Landlord, having full authority to execute the same pursuant to the operating agreement of the Landlord. LANDLORD: "SEAL" BLAIRS SCHOOL APARTMENTS, LLC By: Blairs School MM, LLC, Managing Member By: Landmark Asset Services, Inc., Managing Member By: ______________________________________ Samuel J. Sari, Vice President STATE OF NORTH CAROLINA COUNTY OF ___________________, to-wit: The foregoing Lease was acknowledged before me this day of _________________, 2021, by Samuel J. Sari, Vice President of Landmark Asset Services, Inc., Managing Member of Blairs School MM, LLC, Managing Member of Blairs School Apartments, LLC, on behalf of Blairs School Apartments, LLC. My Commission expires: _______________ ___________________________________ Notary Public 10.B.2.c Packet Pg. 154 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 "SEAL" TENANT: BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA By: ______________________________________ Name: ___________________________________ Title: Chairman, Board of Supervisors COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ___________________, to-wit: The foregoing Lease was acknowledged before me this _____ day of _______________, 2021, by ______________________, Chairman of the Board of Supervisors of Pittsylvania County, Virginia. My Commission expires: _______________ ___________________________________ Notary Public Notary Identification Number:_________________ 10.B.2.c Packet Pg. 155 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 EXHIBIT A See attached. 10.B.2.c Packet Pg. 156 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814817v3 EXHIBIT B See attached. 10.B.2.c Packet Pg. 157 Attachment: DOCS-#814817-v3-Deed_of_Lease_-_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814969v2 Prepared by and return to: Amy Lanning Blanco Tackabery & Matamoros, P.A. P.O. Drawer 25008 Winston-Salem, NC 27114-5008 VA Bar# 95277 Tax Parcel ID: 2421-71-1522 TEMPORARY CONSTRUCTION EASEMENT THIS TEMPORARY CONSTRUCTION EASEMENT (this “Agreement”) is made this ____ day of ______________, 2021 by the BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia (“Grantor”) in favor of BLAIRS SCHOOL APARTMENTS, LLC, a North Carolina limited liability company (“Grantee”). RECITALS: WHEREAS, Grantor conveyed to Grantee certain real property located in Pittsylvania County, Virginia, consisting of that certain 5.94 acre lot of land (the “Grantee Property”) as shown on that certain plat entitled “________________________” recorded in Plat Book _____ at Page ______ of the Clerk’s Office of the Circuit Court of Pittsylvania County, Virginia (the “Plat”) upon which it plans to renovate the former Southside High School into multifamily apartments, an auditorium to be leased to Grantor and a concession area to be leased to Grantor (the “Project”). WHEREAS, Grantor continues to own the remainder of Lot B1, 15.771 acres, as shown on the plat attached to the Deed of Bargain and Sale recorded in Instrument No. 19-04066 of the Clerk’s Office of the Circuit Court of Virginia (the “Grantor Property”). WHEREAS, Grantor desires to grant a temporary construction easement over the Grantor Property for (i) the installation of a sanitary sewer line and related facilities; (ii) the grading, pavement and striping of certain parking areas located or to be located on the Grantor Property in the location shown on Exhibit A attached hereto (the Parking Area”); (iii) the construction of a storage building of approximately 4,000 square feet (the “Building”); and (iv) such other work related to the Project or the foregoing as Grantee deems appropriate in its reasonable discretion (the foregoing, collectively, the Work”). NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor does give, grant and convey to the Grantee a nonexclusive temporary construction easement over, across and under Grantor Property in order to perform the work, subject to the following terms and conditions to which the parties hereto do hereby agree: 10.B.2.d Packet Pg. 158 Attachment: DOCS-#814969-v2-Temporary_Construction_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old BTM:814969v2 2 1. Temporary Construction Easement. Grantor hereby grants and conveys to Grantee a non-exclusive temporary construction easement (the “Easement”) across, over, under and upon the Grantor Property for the benefit of the Grantee Property, in order to perform the Work. The Easement shall terminate upon the earlier of (i) the date that a certificate of occupancy is issued for the Project, or (ii) June 30, 2023. All Work performed by or at the direction of the Grantee pursuant to this Agreement shall be in accordance with applicable law and in a good and workmanlike manner. Grantee shall not permit any liens to be attached to the Grantor Property, and shall cause the same to be discharged and/or bonded over immediately upon obtaining knowledge of the same. 2. Permits; Maintenance; Bill of Sale. Grantee, at its sole cost and expense, shall be obligated to obtain all necessary governmental permits and licenses in connection with the Work. Grantee shall maintain and repair the Parking Area, at its sole cost and expense, for the duration of this Agreement. Upon completion of the Building, Grantee shall convey all of its interest in the Building to Grantor by a bill of sale, to be delivered to Grantor in all events with thirty (30) days of completion of the Project, as evidenced by receipt of a certificate of occupancy for the same. 3. Indemnification; Non-Interference and Insurance. Grantee shall defend, indemnify and hold Grantor, its commissioners and employees harmless for, from and against any and all claims, demands, causes of action, complaints, suits, losses, damages, injuries, and liabilities (including those for costs, expenses, and attorneys’ fees) to any person, persons, or property arising out of or related to the exercise of the rights granted herein, including, without limitation, Grantee’s use of the Grantor Property, provided Grantee shall not be responsible for any claims or other matters caused by Grantor, or its licensees, invitees, tenants, employees or agents. Prior to commencing any work on the Grantor Parcel pursuant to its rights granted hereunder, Grantee shall maintain or cause any of its agents and/or contractors who are performing such work to purchase and maintain the following insurance at commercially reasonable limits: workers’ compensation; commercial general liability; and commercial automobile liability. 4. Permits and Licenses. Grantee shall secure, maintain and comply with all required licenses, permits and certificates relating to, or otherwise necessary or appropriate for, the Work prior to performing the same. 5. Compliance with Law. Grantee, in exercising the privileges granted by this Agreement, shall comply with all applicable federal, state, county and municipal laws, ordinances and regulations. 6. Headings. The headings of the paragraphs contained herein are intended for reference purposes only and shall not be used to interpret the agreements contained herein or the rights granted hereby. 10.B.2.d Packet Pg. 159 Attachment: DOCS-#814969-v2-Temporary_Construction_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old BTM:814969v2 3 7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 8. Amendments. This Agreement may be modified, amended, or it may be abrogated or rescinded, in whole or in part, from time to time only when evidenced by a written document executed by Grantor and Grantee, or their successors and assigns. 9. Notices. All notices, demands and requests which may or are required to be given shall be in writing and shall be sent by United States certified mail or registered mail, return receipt requested, postage prepaid or overnight courier, receipt confirmed by recipient, as provided in this section. Such notice shall be deemed given on the date such notice is received or refused. The notice address may only be changed upon the recordation of a separately filed document with notice: If to Grantor: Board of Supervisors of Pittsylvania County, Virginia 1 Center Street P.O. Box 426 Chatham, VA 24531 Attn: County Administrator With a copy to: J. Vaden Hunt, Esq. Pittsylvania County Attorney 1 Center Street P.O. Box 426 Chatham, VA 24531 Addressed to Grantee: Blairs School Apartments, LLC c/o Landmark Asset Services, Inc. 406 E. Fourth Street Winston-Salem, NC 27101 Attn: Samuel J. Sari 10.B.2.d Packet Pg. 160 Attachment: DOCS-#814969-v2-Temporary_Construction_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old BTM:814969v2 4 With a copy to: Blanco Tackabery & Matamoros, P.A. 110 South Stratford Road Suite 500 Winston-Salem, NC 27104 Attn: Deborah L. McKenney 10. Governing Law. This Agreement shall be construed under and governed by the laws of the Commonwealth of Virginia. 11. Entire Agreement. This Agreement together will all exhibits attached hereto contains the entire agreement between the parties, and there are no other terms, conditions, promises, undertakings, statements or representations, either written or oral or express or implied, concerning the matters addressed in this Agreement. [SEPARATE SIGNATURE PAGES FOLLOW] 10.B.2.d Packet Pg. 161 Attachment: DOCS-#814969-v2-Temporary_Construction_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old BTM:814969v2 5 SEPARATE SIGNATURE PAGE TO TEMPORARY CONSTRUCTION EASEMENT IN WITNESS WHEREOF, the undersigned have executed this Agreement by authority duly given and effective as of the date first written above. GRANTOR: BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA By: ______________________________________ Name: ___________________________________ Title: Chairman of the Board of Supervisors COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ___________________, to-wit: The foregoing Agreement was acknowledged before me this day of ___________, 2021, by ______________________, Chairman of the Board of Supervisors of Pittsylvania County, Virginia. My Commission expires: _______________ ___________________________________ Notary Public Notary Identification Number:_________________ 10.B.2.d Packet Pg. 162 Attachment: DOCS-#814969-v2-Temporary_Construction_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old BTM:814969v2 SEPARATE SIGNATURE PAGE TO DEED OF SEWER EASEMENT IN WITNESS WHEREOF, the undersigned have executed this Agreement by authority duly given and effective as of the date first written above. GRANTEE: BLAIRS SCHOOL APARTMENTS, LLC By: Blairs School MM, LLC, Managing Member By: Landmark Asset Services, Inc., Managing Member By: ______________________________________ Samuel J. Sari, Vice President STATE OF NORTH CAROLINA COUNTY OF ___________________, to-wit: The foregoing Agreement was acknowledged before me this _____ day of _____________, 2021, by Samuel J. Sari, Vice President of Landmark Asset Services, Inc., Managing Member of Blairs School MM, LLC, Managing Member of Blairs School Apartments, LLC, on behalf of Blairs School Apartments, LLC. My Commission expires: _______________ ___________________________________ Notary Public 10.B.2.d Packet Pg. 163 Attachment: DOCS-#814969-v2-Temporary_Construction_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old BTM:814969v2 EXHIBIT A See attached. 10.B.2.d Packet Pg. 164 Attachment: DOCS-#814969-v2-Temporary_Construction_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old BTM:814883v2 Prepared by and return to: Amy C. Lanning Blanco Tackabery & Matamoros, P.A. P.O. Drawer 25008 Winston-Salem, NC 27114-5008 VA Bar# 95277 Tax Parcel ID: 2421-71-1522 ACCESS AND PARKING EASEMENT AND MAINTENANCE AGREEMENT This ACCESS AND PARKING EASEMENT AND MAINTENANCE AGREEMENT (this “Agreement”) is made effective as of the ____ day of ____________, 2021, by and between the BOARD OF COMMISSIONERS OF PITTSYLVANIA COUNTY, a political subdivision of the Commonwealth of Virginia (“Grantor”) and BLAIRS SCHOOL APARTMENTS, a North Carolina limited liability company (“Grantee”). Grantor and Grantee are collectively referred to as “Parties” and individually, a “Party”. RECITALS: WHEREAS, Grantor conveyed to Grantee certain real property located in Pittsylvania County, Virginia, consisting of that certain 5.94 acre lot of land (the “Grantee Property”) as shown on that certain plat entitled “________________________” recorded in Plat Book _____ at Page ______ of the Clerk’s Office of the Circuit Court of Pittsylvania County, Virginia (the “Plat”). WHEREAS, Grantor continues to own the remainder of Lot B1, 15.771 acres, as shown on the plat attached to the Deed of Bargain and Sale recorded in Instrument No. 19-04066 of the Clerk’s Office of the Circuit County of Virginia (the “Grantor Property”). WHEREAS, the Parties have requested, and desire to grant an exclusive access and parking easement over, under, and across a portion of the Grantor property, as described herein. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor give, grant, and convey to the Grantee the easements described below. 1. ACCESS AND PARKING EASEMENT. Grantor, for itself and every future owner of the Grantor Property, grants and conveys to Grantee, and its agents, tenants, employees, contractors, subcontractors, licensees, invitees, successors, and/or assigns for the benefit of the Grantee Property, an exclusive access and parking easement over and across the area labeled on the plat attached hereto as Exhibit A as “___________________” (the 10.B.2.e Packet Pg. 165 Attachment: DOCS-#814883-v2-Access_and_Parking_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814883v2 “Easement Area”) for purposes of providing ingress, egress, and regress over and within the Easement Area for pedestrian and vehicular traffic and parking within the Easement Area. 2. MAINTENANCE OF EASEMENT AREA. The Grantee, and its successors and assigns, shall be responsible for maintaining the Easement Area, except as otherwise specifically provided herein; provided, however, Grantee shall not be responsible for repairing any damage that is caused by the willful or negligent misconduct of Grantor or its agents, lessees, sublessees, employees, contractors, subcontractors, licensees, invitees, successors and/or assigns and Grantor shall be responsible for any such maintenance and repair. 3. BINDING EFFECT; ASSIGNMENT AND SUBLETTING; USE. This Agreement shall be binding upon and inure to the benefit of the Parties and their legal representatives, successors, and assigns. The rights and interests of the Parties pursuant to this Agreement shall automatically transfer to any sublease or assignment of the respective Party’s interests, including any subsequent sublessee or assignee thereto, without the other Party’s prior written consent. This Agreement shall run with title to the Grantor Property and the Grantee Property and shall burden and benefit the respective estates as provided herein. The Grantor covenants with the Grantee that it is seized of the Grantor Property in fee simple and has the right to convey the easements contained herein, and that the Grantor will forever warrant and defend the title to the easements granted herein against the lawful claims of all persons whomsoever. 4. INDEMNIFICATION. The Grantee hereby agree to indemnify, defend, save and hold the Grantor, and its commissioners, employees, successors and assigns from and against all liabilities, judgments, demands, causes of action, claims, losses, damages, costs, and expenses of whatever nature (i) arising from any negligent act or omission of the Grantee or its contractors, tenants, licensees, invitees, agents, servants or employees related to their use of the easements granted herein, other than the act or omission of the Grantor, or its commissioners, employees, lessees, sublessees, successors and assigns, and any activities or omissions of the same acting in its capacity as the lessee pursuant to that certain Deed of Lease entered into between Grantee, as lessor, and Grantor, as lessee, dated of even date herewith (the “Lease”) or (ii) arising from any accident, injury, or damage whatsoever caused to any person, or to the property of any person, or from any violation of applicable law, resulting from any act or neglect of the Grantee or its contractors, tenants, licensees, invitees, agents, servants or employees related to their use of the easements granted herein, other than the act or omission of the Grantor, or its commissioners, employees, lessees, sublessees, successors and assigns, and any activities or omissions of the same acting in its capacity as the lessee pursuant to the Lease. This indemnity and hold harmless provision shall include indemnity against all costs, expenses, and liabilities, including reasonable attorneys' fees, incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof, and this indemnity shall survive expiration or earlier termination of this Agreement. Notwithstanding the foregoing, the 10.B.2.e Packet Pg. 166 Attachment: DOCS-#814883-v2-Access_and_Parking_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814883v2 aforementioned indemnity shall not apply to the extent that any liabilities, judgments, demands, causes of action, claims, losses, damages, costs, and expenses arise from or are caused by the negligence or willful misconduct of any party who is seeking indemnification. 5. NOTICE. All notices, demands, and requests which may or are required to be given shall be in writing and shall be sent by United States certified mail or registered mail, return receipt requested, postage prepaid or overnight courier, receipt confirmed by recipient, as provided in this Section 5. Such notice shall be deemed given on the date such notice is received or refused. The notice address may only be changed upon the recordation of a separately filed document with notice: Addressed to Grantor: Board of Supervisors of Pittsylvania County, Virginia 1 Center Street P.O. Box 426 Chatham, VA 24531 Attn: County Administrator With a copy to: J. Vaden Hunt, Esq. Pittsylvania County Attorney 1 Center Street P.O. Box 426 Chatham, VA 24531 Addressed to Grantee: Blairs School Apartments, LLC c/o Landmark Asset Services, Inc. 406 E. Fourth Street Winston-Salem, NC 27101 Attn: Samuel J. Sari With copy to: Blanco Tackabery & Matamoros, P.A. 110 S. Stratford Road, Suite 500 Winston-Salem, NC 27104 Attention: Deborah L. McKenney 10.B.2.e Packet Pg. 167 Attachment: DOCS-#814883-v2-Access_and_Parking_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814883v2 6. HEADINGS. The headings of the paragraphs contained herein are intended for reference purposes only and shall not be used to interpret the agreements contained herein or the rights granted hereby. 7. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 8. AMENDMENTS. This Agreement may be modified, amended, or it may be abrogated or rescinded, in whole or in part, from time to time only when evidenced by a written document executed by Grantor and Grantee, or their successors and assigns. 9. GOVERNING LAW. This Agreement shall be construed under and governed by the laws of the Commonwealth of Virginia. 10. ENTIRE AGREEMENT. This Agreement together will all exhibits attached hereto contains the entire agreement between the parties, and there are no other terms, conditions, promises, undertakings, statements or representations, either written or oral or express or implied, concerning the matters addressed in this Agreement. [SEPARATE SIGNATURE AND NOTARY PAGES ATTACHED] 10.B.2.e Packet Pg. 168 Attachment: DOCS-#814883-v2-Access_and_Parking_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814883v2 SEPARATE SIGNATURE AND NOTARY PAGE TO ACCESS AND PARKING EASEMENT AND MAINTENANCE AGREEMENT IN TESTIMONY WHEREOF, Grantor has signed this instrument the day and year first above written. GRANTOR: BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA By: ______________________________________ Name: ___________________________________ Title: Chairman of the Board of Supervisors COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ___________________, to-wit: The foregoing Agreement was acknowledged before me this day of ______________, 2020, by ______________________, Chairman of the Board of Supervisors of Pittsylvania County, Virginia. My Commission expires: _______________ ___________________________________ Notary Public Notary Identification Number:_________________ 10.B.2.e Packet Pg. 169 Attachment: DOCS-#814883-v2-Access_and_Parking_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814883v2 SEPARATE SIGNATURE AND NOTARY PAGE TO ACCESS AND PARKING EASEMENT AND MAINTENANCE AGREEMENT IN TESTIMONY WHEREOF, Grantee has signed this instrument the day and year first above written. GRANTEE: BLAIRS SCHOOL APARTMENTS, LLC By: Blairs School MM, LLC, Managing Member By: Landmark Asset Services, Inc., Managing Member By: ______________________________________ Samuel J. Sari, Vice President STATE OF NORTH CAROLINA COUNTY OF ___________________, to-wit: The foregoing Agreement was acknowledged before me this _____ day of __________________, 2021, by Samuel J. Sari, Vice President of Landmark Asset Services, Inc., Managing Member of Blairs School MM, LLC, Managing Member of Blairs School Apartments, LLC, on behalf of Blairs School Apartments, LLC. My Commission expires: _______________ ___________________________________ Notary Public 10.B.2.e Packet Pg. 170 Attachment: DOCS-#814883-v2-Access_and_Parking_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814883v2 EXHIBIT A See attached. 10.B.2.e Packet Pg. 171 Attachment: DOCS-#814883-v2-Access_and_Parking_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814847v1 Prepared by and return to: Amy Lanning Blanco Tackabery & Matamoros, P.A. P.O. Drawer 25008 Winston-Salem, NC 27114-5008 VA Bar# 95277 Tax Parcel ID: 2421-71-1522 DEED OF SEWER EASEMENT THIS DEED OF SEWER EASEMENT (this “Agreement”) is made this ____ day of ______________, 2021 by the BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia (“Grantor”) in favor of BLAIRS SCHOOL APARTMENTS, LLC, a North Carolina limited liability company (“Grantee”). RECITALS: WHEREAS, Grantor conveyed to Grantee certain real property located in Pittsylvania County, Virginia, consisting of that certain 5.94 acre lot of land (the “Grantee Property”) as shown on that certain plat entitled “________________________” recorded in Plat Book _____ at Page ______ of the Clerk’s Office of the Circuit Court of Pittsylvania County, Virginia (the “Plat”). WHEREAS, Grantor continues to own the remainder of Lot B1, 15.771 acres, as shown on the plat attached to the Deed of Bargain and Sale recorded in Instrument No. 19-04066 of the Clerk’s Office of the Circuit Court of Virginia (the “Grantor Property”). WHEREAS, Grantor desires to grant a nonexclusive 20’ wide permanent easement for the installation, operation and maintenance of a sanitary sewer line and related facilities (collectively, the “Sewer Line”) in that portion of the Grantor Property as shown as “____________________” on the map attached hereto as Exhibit A, to connect to the existing sewer line existing on the Grantor Property (the “Easement Area”). NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor does give, grant and convey to the Grantee a nonexclusive easement over, across and under the Easement Area for the installation, operation and maintenance of the Sewer Line, subject to the following terms and conditions to which the parties hereto do hereby agree: 1. Perpetual Sewer Easement. Grantor hereby grants and conveys to Grantee a non- exclusive perpetual easement (the “Easement”) across, over, under and upon the Grantor Property over the Easement Area for the benefit of the Grantee Property, for the installation, 10.B.2.f Packet Pg. 172 Attachment: DOCS-#814847-v1-Deed_of_Sewer_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle 2 BTM:814847v1 operation, use, repair, maintenance and replacement by Grantee, its agents, successors or assigns of a Sewer Line in the Easement Area, including the right to connect to the existing sewer line and manhole as shown on Exhibit A, and the right of access over the Grantor Property as reasonably necessary to maintain and repair the Sewer Line. 2. Permits and Tap Fees; Maintenance; Public Dedication. Grantee, at its sole cost and expense, shall be obligated to obtain all necessary governmental permits and licenses in connection with the installation and operation of the Sewer Line to connect to existing facilities, including, but not limited to, payment of any “tap fees” or other similar charges payable to any governmental entity in connection with the Sewer Line. Grantee shall maintain and repair the Sewer Line at its expense, until such time, if at all, the Sewer Line is conveyed and accepted by Pittsylvania County, or other appropriate governmental authority for maintenance. Grantor agrees that Grantee shall have the right to assign its rights in this Agreement to Pittsylvania County or other appropriate governmental entity for conveyance, use, repair and maintenance of the Sewer Line, and in the event such governmental authority requires execution of documentation by Grantor to complete such assignment or conveyance of the Sewer Line or dedication of the Easement Area, Grantor agrees to cooperate with such request at no cost to Grantor. 3. Indemnification; Non-Interference and Insurance. Grantee shall defend, indemnify and hold Grantor, its commissioners and employees harmless for, from and against any and all claims, demands, causes of action, complaints, suits, losses, damages, injuries, and liabilities (including those for costs, expenses, and attorneys’ fees) to any person, persons, or property arising out of or related to the exercise of the rights granted herein, including, without limitation, Grantee’s use of the Easement Area, provided Grantee shall not be responsible for any claims or other matters caused by Grantor, or its licensees, invitees, tenants, employees or agents. Prior to commencing any work on the Grantor Parcel pursuant to its rights granted hereunder, Grantee shall maintain or cause any of its agents and/or contractors who are performing such work to purchase and maintain the following insurance at commercially reasonable limits: workers’ compensation; commercial general liability; and commercial automobile liability. 4. Permits and Licenses. Grantee shall secure, maintain and comply with all required licenses, permits and certificates relating to, or otherwise necessary or appropriate for, the construction, installation, repair, replacement and maintenance of the Sewer Line. 5. Compliance with Law. Grantee, in exercising the privileges granted by this Agreement, shall comply with all applicable federal, state, county and municipal laws, ordinances and regulations. 6. Headings. The headings of the paragraphs contained herein are intended for reference purposes only and shall not be used to interpret the agreements contained herein or the rights granted hereby. 10.B.2.f Packet Pg. 173 Attachment: DOCS-#814847-v1-Deed_of_Sewer_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle 3 BTM:814847v1 7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 8. Amendments. This Agreement may be modified, amended, or it may be abrogated or rescinded, in whole or in part, from time to time only when evidenced by a written document executed by Grantor and Grantee, or their successors and assigns. 9. Notices. All notices, demands and requests which may or are required to be given shall be in writing and shall be sent by United States certified mail or registered mail, return receipt requested, postage prepaid or overnight courier, receipt confirmed by recipient, as provided in this section. Such notice shall be deemed given on the date such notice is received or refused. The notice address may only be changed upon the recordation of a separately filed document with notice: If to Grantor: Board of Supervisors of Pittsylvania County, Virginia 1 Center Street P.O. Box 426 Chatham, VA 24531 Attn: County Administrator With a copy to: J. Vaden Hunt, Esq. Pittsylvania County Attorney 1 Center Street P.O. Box 426 Chatham, VA 24531 Addressed to Grantee: Blairs School Apartments, LLC c/o Landmark Asset Services, Inc. 406 E. Fourth Street Winston-Salem, NC 27101 Attn: Samuel J. Sari With a copy to: Blanco Tackabery & Matamoros, P.A. 10.B.2.f Packet Pg. 174 Attachment: DOCS-#814847-v1-Deed_of_Sewer_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle 4 BTM:814847v1 110 South Stratford Road Suite 500 Winston-Salem, NC 27104 Attn: Deborah L. McKenney 10. Governing Law. This Agreement shall be construed under and governed by the laws of the Commonwealth of Virginia. 11. Entire Agreement. This Agreement together will all exhibits attached hereto contains the entire agreement between the parties, and there are no other terms, conditions, promises, undertakings, statements or representations, either written or oral or express or implied, concerning the matters addressed in this Agreement. [SEPARATE SIGNATURE PAGES FOLLOW] 10.B.2.f Packet Pg. 175 Attachment: DOCS-#814847-v1-Deed_of_Sewer_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle 5 BTM:814847v1 SEPARATE SIGNATURE PAGE TO DEED OF SEWER EASEMENT IN WITNESS WHEREOF, the undersigned have executed this Agreement by authority duly given and effective as of the date first written above. GRANTOR: BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA By: ______________________________________ Name: ___________________________________ Title: Chairman of the Board of Supervisors COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ___________________, to-wit: The foregoing Agreement was acknowledged before me this day of ___________, 2021, by ______________________, Chairman of the Board of Supervisors of Pittsylvania County, Virginia. My Commission expires: _______________ ___________________________________ Notary Public Notary Identification Number:_________________ 10.B.2.f Packet Pg. 176 Attachment: DOCS-#814847-v1-Deed_of_Sewer_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814847v1 SEPARATE SIGNATURE PAGE TO DEED OF SEWER EASEMENT IN WITNESS WHEREOF, the undersigned have executed this Agreement by authority duly given and effective as of the date first written above. GRANTEE: BLAIRS SCHOOL APARTMENTS, LLC By: Blairs School MM, LLC, Managing Member By: Landmark Asset Services, Inc., Managing Member By: ______________________________________ Samuel J. Sari, Vice President STATE OF NORTH CAROLINA COUNTY OF ___________________, to-wit: The foregoing Agreement was acknowledged before me this _____ day of _____________, 2021, by Samuel J. Sari, Vice President of Landmark Asset Services, Inc., Managing Member of Blairs School MM, LLC, Managing Member of Blairs School Apartments, LLC, on behalf of Blairs School Apartments, LLC. My Commission expires: _______________ ___________________________________ Notary Public 10.B.2.f Packet Pg. 177 Attachment: DOCS-#814847-v1-Deed_of_Sewer_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814847v1 EXHIBIT A See attached. 10.B.2.f Packet Pg. 178 Attachment: DOCS-#814847-v1-Deed_of_Sewer_Easement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs Middle BTM:814853v1 TERMINATION OF LEASE AGREEMENT THIS TERMINATION OF LEASE AGREEMENT (the “Termination”) is made effective as of the ____ day of ___________, 2021 by and between the BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the “Lessor”) and SOUTHSIDE SOCCER CLUB, INC., a non- profit tax exemption corporation organized under the laws of the Commonwealth of Virginia (the “Lessee”). R E C I T A L S: A. The Lessor, as landlord, and the Lessee, as tenant, entered into a Lease Agreement dated as of April 6, 2017 (the “Lease”), pursuant to which the Lessee leased certain property and appurtenances thereon from the Lessor, as set forth more particularly in the Lease (the “Property”). B. Lessor is transferring the ownership of a portion of the Property to The Mid- Atlantic Foundation, a North Carolina nonprofit corporation, which is immediately thereafter transferring the ownership of the same portion of the Property to Blairs School Apartments, LLC, a North Carolina limited liability company. C. Following the transfer of the ownership of a portion of the Property, the Lessor will lease back a portion of the property conveyed to the Mid-Atlantic Foundation from Blairs School Apartments, LLC, including a portion of the Property. D. As a result, Lessor and Lessee have agreed to terminate the Lease and to execute a sublease agreement for that portion of the real property and appurtenances being transferred to The Mid-Atlantic Foundation, and subsequently to Blairs School Apartments, LLC, identified on the map attached hereto as Exhibit A as “______________”, which will be a portion of the real property and appurtenances being leased by Lessor from Blair School Apartments, LLC. In addition, Lessor and Lessee agree to enter into a new lease agreement for that portion of the Property that will continue to be owned by Lessor following the conveyance to The Mid-Atlantic Foundation. NOW, THEREFORE, in consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby terminate the Lease as of the date hereof. [SEPARATE SIGNATURE PAGES ATTACHED] 10.B.2.g Packet Pg. 179 Attachment: DOCS-#814853-v1-Termination_of_Lease_Agreement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814853v1 2 IN WITNESS WHEREOF, the undersigned have caused this Termination to be duly executed as of the day and year first above written. LESSOR: BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA By: ______________________________________ Name: ___________________________________ Title: Chairman of the Board of Supervisors COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ___________________, to-wit: The foregoing Termination of Lease Agreement was acknowledged before me this day of ___________, 2021, by ______________________, Chairman of the Board of Supervisors of Pittsylvania County, Virginia. My Commission expires: _______________ ___________________________________ Notary Public Notary Identification Number:_________________ 10.B.2.g Packet Pg. 180 Attachment: DOCS-#814853-v1-Termination_of_Lease_Agreement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814853v1 3 LESSEE: SOUTHSIDE SOCCER CLUB, INC. By: Name: _____________________________ Title: ______________________________ COMMONWEALTH OF VIRGINIA CITY/COUNTY OF _______________ I, ______________________________, Notary Public for said County and State, certify that _______________________________ personally appeared before me this day and acknowledged that (s)he is the _____________________________ of Southside Soccer Club, Inc., a Virginia non-profit tax exemption corporation and that (s)he, as ____________________ being authorized to do so, executed the foregoing on behalf of the corporation. Witness my hand and official seal, this the ____ day of ___________, 2021. ________________________________ Notary Public Notary Identification Number: ______________________ 10.B.2.g Packet Pg. 181 Attachment: DOCS-#814853-v1-Termination_of_Lease_Agreement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814853v1 4 EXHIBIT A See attached. 10.B.2.g Packet Pg. 182 Attachment: DOCS-#814853-v1-Termination_of_Lease_Agreement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Blairs BTM:814832v1 ASSIGNMENT OF DONATION AGREEMENT FOR VALUE RECEIVED, Blairs School Apartments, LLC, a North Carolina limited liability company (“Assignor”) hereby assigns to The Mid-Atlantic Foundation, a North Carolina nonprofit corporation (“Assignee”) all of its right, title, and interest in and to that certain Donation Agreement dated March 12, 2019 by and between Assignor and the Board of Supervisors of Pittsylvania County, Virginia (the “County”) relating to an agreement by the County to donate certain real property located in Blairs, Virginia, upon which is located the former Southside High School (the “Property”), such assignment to be effective as of _____________, 2021. In consideration of the assignment effectuated hereby, the Assignee agrees to contribute the Property to Assignor as a capital contribution immediately following the donation of the Property by the County to the Assignee. ASSIGNOR: BLAIRS SCHOOL APARTMENTS, LLC By: Blairs School MM, LLC, Managing Member By: Landmark Asset Services, Inc., Managing Member By: ______________________________________ Samuel J. Sari, Vice President ASSIGNEE: THE MID-ATLANTIC FOUNDATION By: ___________________________________ David Weil, President 10.B.2.h Packet Pg. 183 Attachment: DOCS-#814832-v1-Assignment_of_Donation_Agreement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old BTM:814832v1 10.B.2.h Packet Pg. 184 Attachment: DOCS-#814832-v1-Assignment_of_Donation_Agreement_Blairs_School_Apartments (2465 : Public Hearing: Disposition of Old Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Resolution # 2021-04-05 (Support for 1% Local Sales Tax Referendum for County School Renovation/Construction) Adoption (Staff Contact: J. Vaden Hunt, Esq.) Staff Contact(s): J. Vaden Hunt, Esq. Agenda Date: April 20, 2021 Item Number: 12.a Attachment(s): 2021-04-05 Support for Schools - Local Sales Tax Referendum Reviewed By: SUMMARY: For the Board’s review and consideration, attached is Resolution # 2021-04-05, a Resolution initiating a Referendum to authorize the County to levy a general retail sales tax at a rate to not exceed one percent (1%) to provide revenue solely for capital projects for the construction or renovation of County Schools in accordance with Virginia Code § 58.1-605.1. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Staff recommends the Board adopt attached Resolution # 2021-04-05 as presented. MOTION: “I make a Motion to adopt attached Resolution # 2021-04-05 as presented.” 12.a Packet Pg. 185 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION # 2021-04-05 ______________________________________________________________________________ A RESOLUTION INITIATING A REFERENDUM TO AUTHORIZE PITTSYLVANIA COUNTY TO LEVY A GENERAL RETAIL SALES TAX AT A RATE TO NOT EXCEED ONE PERCENT (1%) TO PROVIDE REVENUE SOLELY FOR CAPTIAL PROJECTS FOR THE CONSTRUCTION OR RENOVATION OF SCHOOLS IN PITTSYLVANIA COUNTY IN ACCORDANCE WITH VIRGINIA CODE § 58.1-605.1. ______________________________________________________________________________ VIRGINIA: At the Regular Meeting of the Pittsylvania County Board of Supervisors (“Board”) held on April 20, 2021, the following Resolution was presented and adopted: WHEREAS, the Virginia General Assembly approved HB 1634, which was signed into law by the Governor on March 19, 2019, and which took effect on July 1, 2019, as Chapter 648 of the 2019 Ats of the General Assembly of the Commonwealth of Virginia; and WHEREAS, HB 1634 is codified at Virginia Code § 58.1-605.1 as of July 1, 2019; and WHEREAS, Virginia Code § 58.1-605.1 provides Pittsylvania County, Virginia (“County), with the statutory authority to levy a general retail sales tax at a rate not to exceed one percent (1%) to provide revenue solely for capital projects for the construction or renovation of County schools; and WHEREAS, the County may not levy the general retail sales tax authorized by Virginia Code § 58.1-605.1, unless and until the tax is approved in a referendum within the County held in accordance with Virginia Code § 24-684 and initiated by a resolution of Board; and WHEREAS, Virginia Code § 58.1-605.1 requires that the Resolution authorizing the referendum state, if the capital projects for the construction or renovation of County schools are to be financed by bonds or loans, the date by which those bonds or loans shall be repaid; and WHEREAS, the County will finance the capital projects for the construction or renovation of County schools by bonds or loans, those bonds or loans will have a repayment term of thirty (30) years, and those bonds or loans will be repaid by September 30, 2051; and WHEREAS, the general retail sales tax authorized by Virginia Code § 58.1-605.1 shall expire, if the capital projects for the construction or renovation of County schools are to be financed by bonds or loans, on the date by which such bonds or loans shall be repaid. NOW, THEREFORE, BE IT HEREBY RESOLVED, by the Board as follows: 1. The Board hereby authorizes and initiates a referendum within the County in accordance with Virginia Code § 24.2-684 on a ballot question in substantially the following form: 12.a.a Packet Pg. 186 Attachment: 2021-04-05 Support for Schools - Local Sales Tax Referendum (2435 : Resolution # 2021-04-05 (Support for 1% Local Sales Tax “Should Pittsylvania County be authorized to levy a general retail sales tax at a rate not to exceed one percent (1%), provided the revenue from the sales tax shall be used solely for capital projects for the construction or renovation of schools in Pittsylvania County and that the sales tax shall expire by September 30, 2051? [ ] Yes [ ] No” 2. The capital projects for the construction or renovation of County schools will be financed by bonds or loans. Those bonds or loans shall have a repayment term of thirty (30) years and shall be repaid by September 30, 2051. The general retail sales tax, if approved, shall expire on the date by which such bonds or loans shall be repaid. 3. The Board hereby authorizes and directs the County Attorney, County Administrator, and such other appropriate County officers to execute, deliver, and file all required pleadings with the County Circuit Court to initiate the above-referenced referendum to be held on November 2, 2021. 4. The Board further directs the County Attorney, County Administrator, and such other appropriate County officers to execute, deliver, and file all documents, pleadings, petitions, certificates, and instruments, and to take all such further actions as may be necessary, expedient, or desirable in connection with, and that are in conformity with, the purposes, spirit, and intent of this Resolution. Without limiting the foregoing, the County Attorney, County Administrator, and such other appropriate County officers are specifically authorized to modify the ballot question as stated herein as they deem necessary to conform to the requirements of the County Circuit Court, the State Board of Elections, and/or the Local Electoral Board. 5. The recitals in this Resolution are hereby incorporated by reference and are declared to be findings of the Board in connection with its decision to adopt this Resolution. 6. This Resolution shall take effect immediately. Given under my hand this 20th day of April, 2021. __________________________________________ Robert (“Bob”) W. Warren (Chairman) Pittsylvania County Board of Supervisors __________________________________________ David M. Smitherman (Clerk) Pittsylvania County Board of Supervisors Approved as to Form: 12.a.a Packet Pg. 187 Attachment: 2021-04-05 Support for Schools - Local Sales Tax Referendum (2435 : Resolution # 2021-04-05 (Support for 1% Local Sales Tax _________________________________ J. Vaden Hunt, Esq. Pittsylvania County Attorney Vote Robert (“Bob”) W. Warren (Chairman) ___ Ronald S. Scearce (Vice-Chairman) ___ William V. (“Vic”) Ingram ___ Joe B. Davis ___ Charles H. Miller, Jr. ___ Ben L. Farmer ___ Tim W. Dudley ___ Ayes __ Nays __ Abstentions __ 12.a.a Packet Pg. 188 Attachment: 2021-04-05 Support for Schools - Local Sales Tax Referendum (2435 : Resolution # 2021-04-05 (Support for 1% Local Sales Tax Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Moral Obligation Agreement between County and American National Bank and Trust Approval (Staff Contact: Matthew D. Rowe) Staff Contact(s): Matthew D. Rowe Agenda Date: April 20, 2021 Item Number: 12.b Attachment(s): Moral Obligation Agreement county form PittCo_IDA_Rage_ANB_loan040621 Reviewed By: SUMMARY: On May 8, 2020, Governor Northam and the Staunton River Regional Industrial Facility Authority (“SR RIFA”) announced Staunton River Plastics, LLC (“Company’), a wholly-owned subsidiary of Rage Corporation (with a plastics facility in the region and another facility and headquarters in Ohio) would construct a new facility that would result in $34M in investment and two hundred (200) new jobs over a four (4)-year period from Phase 1 facility construction. Due to COVID delays and the Company securing additional lucrative contracts, the County’s Industrial Development Authority (“IDA”) decided that it would be mutually beneficial for it and the Company for the IDA to finance the construction and entered into a guaranteed long-term lease with the Company. As such, the County IDA requested County Staff to solicit term sheets from financial institutions. A term sheet option, attached, has been selected from this process. As part of the loan closing, the financial institution selected, American National Bank, is requiring the County Board to formally approve a Moral Obligation securing the Project’s financing. Said Moral Obligation is attached for the Board’s review and consideration. All construction permits have been received and groundbreaking will occur immediately after loan closing (note: Company has already located two (2) large silos on the site and has purchased and is storing numerous pieces of equipment for the operation). FINANCIAL IMPACT AND FUNDING SOURCE: Rage Corporation is paying $1,504,012.65 in advanced rent to the County IDA as an upfront equity payment. The monthly lease payment in the ten (10)-year Facility Lease between the Company and County IDA covers the monthly loan mortgage payments and includes a $1,500 per month County IDA financing fee. At the end of the seven (7)-year loan term (amortized via a twenty five (25)-year schedule), the Company will purchase the building from the County IDA for the remaining debt owed plus $100,000 to the County IDA. Should the Company be in default of the Facility Lease, the County/County IDA will own a marketable building asset that has been subsidized in cost via the upfront payment from Rage Corporation and the monthly lease payments; however, the County would be susceptible to paying the monthly mortgage payments. 12.b Packet Pg. 189 RECOMMENDATION: County Staff recommends the Board approve the attached Moral Obligation as presented. MOTION: “I make a Motion for the Board to approve the attached Moral Obligation as presented.” 12.b Packet Pg. 190 Page 1 of 4 MORAL OBLIGATION AGREEMENT OF PITTSYLVANIA COUNTY, VIRGINIA THIS MORAL OBLIGATION AGREEMENT (“Agreement”), made as of the 20th day of April, 2021, by and between PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia (“County”), and AMERICAN NATIONAL BANK AND TRUST COMPANY, a national banking association (“American National”), to- wit: BACKGROUND A. The Industrial Development Authority of Pittsylvania County, Virginia (“Authority”), was created under the Industrial Development and Revenue Bond Act (§15.2- 4900 et seq.) of the Code of Virginia to promote development, industry, and trade. B. In an effort to induce Staunton River Plastics, LCC, to locate expanded manufacturing operations in the County, thereby promoting industrial development and the economy of the County, the Authority committed to constructing an approximately One Hundred Forty Seven Thousand Nine Hundred Fifty (147,950) square foot facility (“Project”) located on that certain real property, situate in the Town of Hurt, Pittsylvania County, Virginia, more commonly known as New Lot 2A (part of Pittsylvania County GPIN 2524-69-2418) of the Southern Virginia Multimodal Park, to contain approximately 19.623 acres of land, which Staunton River Plastics, LLC, will lease from the Authority and use for its expanded manufacturing operations. C. The Authority has obtained a commitment from American National to finance up to Eight Million Five Hundred Ninety Two Hundred Eighty and 00/100 Dollars ($8,592,280.00), plus closing costs (collectively, “Loan”), and, as part of that financing commitment, American National requires the moral obligation of the County to repay the Loan in the event that the Authority fails to do so. D. The governing body of the County, in expression of its support of the Project and expansion of manufacturing in the County, has agreed to provide the moral obligation, as set forth herein, required in connection with the Loan. NOW, THEREFORE, for and in consideration of the foregoing promises and the mutual benefit to be derived therefrom and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. In the event the Authority fails to repay the indebtedness associated with the Loan, in the principal amount not to exceed Eight Million Five Hundred Ninety Two Hundred Eighty and 00/100 Dollars ($8,592,280.00), plus closing costs, provided by American National, in accordance with the terms of its repayment stated therein, or the Authority is otherwise in default under the Loan, the County hereby acknowledges that, to the extent permitted by law, it 12.b.a Packet Pg. 191 Attachment: Moral Obligation Agreement county form (2461 : Moral Obligation Agreement between County and American National Bank and Page 2 of 4 has a moral obligation to pay American National such Loan amounts otherwise due from and payable by the Authority. In the event of nonpayment by the Authority, American National, by its duly authorized representative, may submit an appropriation request to the County in the amount sufficient to make current payments on the Loan then due American National by the Authority and other amounts, if any, in order to protect and maintain the Authority’s ownership interest in the Project (collectively, “Deficiency Amount”). Subject to the making of an appropriation pursuant to the provisions of this Paragraph 1, the County shall pay American National the amount of such appropriation as soon as practicable. 2. American National shall apply any funds so appropriated and paid to it by the County pursuant to this Agreement toward the Authority’s obligations under the Loan provided to it by American National. 3. Until such time that there is no longer a Deficiency Amount, the Pittsylvania County Administrator (“County Administrator”) shall include any Deficiency Amount due American National with respect to the Loan in his budget submitted to the Board of Supervisors for the following fiscal year as an amount to be appropriated to or in respect of the Project. The County Administrator shall deliver to American National, within fifteen (15) days after the adoption of the County’s Budget for each Fiscal Year in which a Deficiency Amount was requested as provided herein, but not later than July 15th of each year, a letter, on letterhead of the County Administrator’s Office, stating whether the Board of Supervisors has appropriated for payment to American National an amount equal to the Deficiency Amount. 4. If at any time American National believes there is a Deficiency Amount, or that amounts appropriated by Board of Supervisors are insufficient to fulfill the Authority’s Loan obligations, American National may notify the County Administrator of the Deficiency Amount or such insufficiency and the County Administrator shall request a supplemental appropriation from the Board of Supervisors in the amount necessary to make such payment. 5. The County Administrator shall present each request for appropriation pursuant to Paragraph 4 above to the Board of Supervisors, and the Board of Supervisors shall consider such request at the Board of Supervisor’s next regularly scheduled meeting at which it is possible to satisfy any applicable notification and all other legal requirements. Not later than five (5) business days after such meeting, the County Administrator shall notify American National as to whether the amount so requested was appropriated. If the Board of Supervisors shall fail to make any such appropriation, the County Administrator shall add the amount of such requested appropriation to the amount to be requested in the next Fiscal Year. 6. The Board of Supervisors hereby undertakes a non-binding obligation to appropriate such amounts as may be requested from time to time pursuant to Paragraphs 1, 3, 4, and 5-above, to the fullest degree and in such manner as is consistent with the Constitution and laws of the Commonwealth of Virginia. The Board of Supervisors, while recognizing that it is not empowered to make any binding commitment to make such appropriations in future Fiscal 12.b.a Packet Pg. 192 Attachment: Moral Obligation Agreement county form (2461 : Moral Obligation Agreement between County and American National Bank and Page 3 of 4 Years, hereby states its intent to make such appropriations, as may be necessary, consistent with this Agreement. 7. Nothing herein contained is or shall be deemed to be a lending of the credit of the County to American National, the Authority, the Project or to any other person or entity (unless specifically set forth otherwise), and nothing herein contained is or shall be deemed to be a pledge of the faith and credit or the taxing power of the County, nor shall anything herein contained legally bind or obligate the Board of Supervisors to appropriate funds for the purposes described herein. 8. Any notices or requests required to be given hereunder shall be deemed given if hand-delivered or sent by registered or certified mail, postage prepaid, addressed as follows: If to the County: Pittsylvania County, Virginia 1 Center Street P. O. Box 426 Chatham, Virginia 24531 Attention: County Administrator With a copy to: The County Attorney 1 Center Street P.O. Box 426 Chatham, Virginia 24531 If to American National: American National Bank and Trust Company 628 Main Street P. O. Box 191 Danville, Virginia 24543 Attention: President 9. If any clause, provision, or paragraph of this Agreement shall be held illegal or invalid by a court, the illegality or invalidity of such clause, provision, or paragraph shall not affect any of the remaining clauses, provisions, or paragraphs hereof, and this Agreement shall be construed and enforced as if such illegal or invalid clause, provision, or paragraph had not been contained herein. In case any question should arise as to whether any provision contained herein shall be in violation of law, then such provision shall be construed to be the agreement of the Parties hereto to the full extent permitted by law. 10. This Moral Obligation Agreement supersedes all prior understandings and agreements of the Parties with respect to the subject matter hereof and contains the entire agreement and understanding of the parties in connection with the transactions contemplated hereby. [SIGNATURE PAGE FOLLOWS] 12.b.a Packet Pg. 193 Attachment: Moral Obligation Agreement county form (2461 : Moral Obligation Agreement between County and American National Bank and Page 4 of 4 IN WITNESS WHEREOF, Pittsylvania County, Virginia, has caused its name to be subscribed hereunto by the Honorable Robert (“Bob”) W. Warren, Chairman of the Board of Supervisors, as authorized and directed by the Board of Supervisors, and American National has caused its name to be subscribed hereunto by , its duly authorized representative, all as of the date first written above. PITTSYLVANIA COUNTY, VIRGINIA By: __________________________________ Name: Robert (“Bob”) W. Warren Title: Chairman, Pittsylvania County Board of Supervisors AMERICAN NATIONAL BANK AND TRUST COMPANY By: ________________________________ Name: Title: 12.b.a Packet Pg. 194 Attachment: Moral Obligation Agreement county form (2461 : Moral Obligation Agreement between County and American National Bank and � ,... ,..�� AMERICAN NATIONAL BANK & TRUST COMPANY March 23, 2021 Industrial Development Authority of Pittsylvania County 39 Bank St SE Chatham, VA 24531 Dear Chairman Faucette: On behalf of American National Bank and Trust Company (the Bank), I am pleased to advise you that we have approved your loan request, subject to the terms and conditions set forth below: BORROWER(S): Industrial Development Authority of Pittsylvania County, Virginia FACILITY/ AMOUNT: Commercial construction permanent mortgage in the amount of up to $8,592,280. In no event will the loan _amount exceed 80% of the lesser of cost plus current property value, or the "upon completion" value of the property, as determined by a bank ordered appraisal and in accordance with the lending policies and regulations of the Bank. PURPOSE: Proceeds will be used to finance the construction of a new 150,000 square foot manufacturing building/facility on the property located at New Lot 2A containing 19.623 Acres, Parcel 2545-69-2418, Hwy 29 Business, Hurt, VA. Estimated cost of the addition to be approximately $9.8 Million. INTEREST RATE: The loan shall bear interest at a rate of one of the following options: Option One - Fixed Rate of 3 .98% with maturity ten (10) years from the note date Option Two -Fixed rate of3.55% with a maturity seven (7) years from the note date Option Three -Adjustable rate of3.35% to adjust after 60 months at the 5 year treasury index plus 2.75% with a floor of3.35% and a cap of 6.85%. _Maturity after ten (10) years TERM/REPAYMENT: The loan will have an initial interest only period of 18 months, during which time payments of accrued interest will be due and payable monthly. Thereafter, the loan will begin amortizing and will be repayable in monthly installments of principal and interest based upon a 25-year amortization. All unpaid principal and interest will be due at maturity, with maturity occurring at one of the options listed above. Additional principal payments shall be made from any and all incentives received pursuant to the Local Performance Agreements benefiting the PCIDA and/or Rage Corporation. American National Bank and Trust Company www.amnb.com 1 ii ;I i1 :I ll .. 12.b.b Packet Pg. 195 Attachment: PittCo_IDA_Rage_ANB_loan040621 (2461 : Moral Obligation Agreement between County and American National Bank and Trust ORIGINATION FEE: An origination fee of .3 75% ($32,221.05) will be applicable, and will be collected at loan closing. COLLATERAL: The loan will be secured by a first priority Deed of Trust and Assignment of Rents and Leases against property located at Hurt, VA 24541. In addition, the loan will require the assignment of the construction contract including the plans and specifications associated with the property. Any performance agreements, leases, or other agreements that may result from this transaction shall be subordinated to the Bank's first lien in the subject real estate. All future incentives earned and to be earned by the tenant and/or the borrower shall be applied to the loan principal balance as they are received. GUARANTOR{S): The loan will have a full, unconditional, unlimited moral obligation of Pittsylvania County, VA. PREPAYMENT: The loan will carry a prepayment penalty of 2.0% during year I and 2 and 1.0% during years 3 and 4. This penalty applies whether prepayment funds are directly or indirectly related to a loan with another financial institution. Bank may, in its sole discretion, opt to waive or reduce this fee based upon subsequent discussion_s with Borrower. DEPOSITS: Borrower(s) shall maintain a primary deposit relationship with the Bank. TITLE INSURANCE: Prior to closing, Bank requires receipt of a title insurance binder ("title commitment") in an amount equal to the amount of the loan from a title insurance company deemed acceptable by Bank. Bank is to be named as insured and mortgagee. The title binder should show Bank's Deed of Trust to be subject only to liens that are to be paid off prior to closing or with loan proceeds. Bank's Deed of Trust must constitute a first lien after closing. In the event that all or any part of the Real Estate Collateral is subject to a lease or other tenancy at loan closing, Borrower shall obtain, on or before loan closing, tenant estoppel certificates acceptable to Bank upon Bank's request, and, upon Bank's request, Borrower shall require each tenant or occupant of any portion of the Real Estate Collateral to execute, acknowledge, and deliver at loan closing a subordination, non-disturbance, and attomment agreement acceptable to Bank and sufficient to cause the Title Policy to insure that the Bank's Deed of Trust is superior to any such leases or tenancies. American National Bank and Trust Company www.amnb.com 2 I ! -i ! 12.b.b Packet Pg. 196 Attachment: PittCo_IDA_Rage_ANB_loan040621 (2461 : Moral Obligation Agreement between County and American National Bank and Trust APPRAISAL: Bank will obtain, prior to closing, a satisfactory third-party appraisal of the property that will serve as collateral. This appraisal may be subject to additional third-party review(s) and must be found to be in accordance with all lending policies and applicable regulations. This appraisal will reflect both an "as is" and an "as completed" value of the property, after completion of construction. FLOOD HAZARD DETERMINATION: Bank will obtain, prior to closing, evidence that the real property collateral is not located in a designated Special Flood Hazard Arca. If the property is so located, Bank requires Borrower to furnish evidence of adequate flood insurance prior to loan closing. Adequate coverage is defined as an amount equal to the loan amount or the maximum amount available under the National Flood Insurance Program. HAZARD/ BUILDER'S RISK INSURANCE: Prior to·loan closing Borrower will provide Bank with evidence of the following insurance coverages: a) Builder's risk insurance, satisfactory to Bank, for any new construction. b) Hazard insurance with endorsements for· the full insurable replacement cost value covering all improvements. All policies will name Bank as lienholder/loss payee. Borrower will maintain.such insurance during the life of the loan. LEASE: The tenn of the executed lease of the collateral property to Rage Corporation, tenant, shall be a minim~m of 10 years and loan approval is subject to Bank's approval of all lease content and terms. The existing lease shall be amended and modified to reflect the American National Bank financing terms. This commitment requires that lease terms shall include the following: that the tenant is to fund interest carry during the construction period, that at a minimum, lease payments shall be an amount sufficient to pay total debt service, that the lease shall be between the PCIDA and Rage Corporation (as opposed to a separate entity), and that the tenant agrees to fund any construction cost overruns over the initial construction contract that may occur during construction. ENVIRONMENT AL: Prior to loan closing, Bank will conduct an environmental assessment of the collateral property. This may include a . Phase I Environmental Assessment conforming to ASTM standards, indicating whether there is a need for further testing or remediation. Ifthc report indicates a need for further testing or remediation, these items shall become a condition of approval and condition precedent to loan closing at Bank's sole discretion. Borrower hereby affirms no knowledge of the presence of any hazardous substances on the collateral property; no knowledge of the existence of any storage tanks for gasoline or other fuel substances on the property; and affirms that the property has not been used for the disposal of trash or refuse (other than that generated in the normal course of business). The existence of any of these items should be immediately disclosed to Bank in writing to ensure investigation during the environmental due diligence. SURVEY: Bank may require n current pint of survey of the real property, prepared and certified by a registered land surveyor or civil engineer. The survey must be accompanied by a Surveyor's Certificate addressed to Bank, and the survey must be acceptable to Bank in form and content. American National Bank and Trust Company www.amnb.com 3 12.b.b Packet Pg. 197 Attachment: PittCo_IDA_Rage_ANB_loan040621 (2461 : Moral Obligation Agreement between County and American National Bank and Trust After foundation footings are in place and prior to the first advance ofloan proceeds, the survey will be revised at Borrower's expense to include dimensions and locations of all buildings and improvements constructed or to be constructed thereon. Bank may require an as-built survey of the property upon completion of the construction project. PLANS/SPECIFICATIONS: Prior to loan closing, Borrower shall furnish to the Bank a complete, final set of working plans, site plans, drawings, and specifications ("Construction Plans") for the construction project. Throughout the construction project, Borrower shall furnish to the Bank all requests for changes that may occur throughout the construction project and copies of all revised Construction Plans. In addition, Borrower or contractor will provide the Bank with any and all other documentation that may be necessary to determine adequacy of the real estate for construction, to include evidence of soil testing, availability of public utilities (or evidence of suitability for a private well and septic system), and any other pertinent documentation deemed necessary by the Bank, it is sole discretion. PERFORMANCE BOND: The Borrower shall furnish evidence acceptable to the Bank that a performance bond is provided by the contractor. Such bond shall be issued by a surety licensed in the state of the location of the security property in an amount not less than the full amount of the Loan naming the Bank as a loss-payee thereunder with regard to subject property. COMPLIANCE/ GOVERNMENTAL REGULATIONS: Prior to the commencement of construction and the initial loan disbursement, Borrower shall furnish evidence acceptable to the Bank that the Collateral and improvements to be constructed thereon comply with the applicable zoning ordinances, building codes and all other applicable local, state and federal laws, rules, regulations and/or requirements. INSPECTIONS: Borrower shall permit Bank and/or third-party inspector(s) to enter upon the property and inspect the same and improvements thereon at all reasonable times preceding, during and after construction. All inspection fees will be paid by Borrower. i DISBURSEMENT PROCEDURES: • Upon receipt and approval by the Bank of all requisite loan documents and documentation that the Borrower has injected all required funds into the construction project, so long as the Borrower complies with all obligations imposed upon the Borrower in the loan documents and in this commitment, Bank agrees to disburse funds as construction progresses based on inspections acceptable to the Bank. In this regard, Borrower must notify the Bank a minimum of five (5) business days in advance so that the Bank may schedule an inspection of the improvements. Virginia Only-the Bank will notify the closing attorney to update title t'o the real estate collateral through the date the requested loan disbursement is to be made. An endorsement to the title policy extending the effective date through the date of the Bank's disbursement must promptly be furnished to the Bank and must be determined satisfactory by the Bank, in its sole discretion. All fees for inspections, title updates, title insurance endorsements and related fees shall be paid by Borrower. • The Bank will determine the amount of the contractor's request for payment to be disbursed based upon progress inspections performed by the Bank or a third-party inspector engaged by Bank. The Bank (or assigned inspector) wiJI document the attached Construction Inspection and Disbursement Report with the disbursement amount. Each disbursement advance will American National Bank and Trust Company www.amnb.com 4 ··' .. ! I ·I .i 12.b.b Packet Pg. 198 Attachment: PittCo_IDA_Rage_ANB_loan040621 (2461 : Moral Obligation Agreement between County and American National Bank and Trust be made payable to the contractor and Borrower. Any cost overruns on this project will be the responsibility of the Borrower. Cost overruns in an aggregate amount greater than 2% of the loan amount are prohibited without the prior written consent of the Bank. During the construction process, at no time shall the Bank disburse loan proceeds which, at the sole determination of the Bank, would result in the balance of the loan proceeds being insufficient to pay for the complete cost of construction of the construction project according to the plans and specifications. • Property inspections and/or loan disbursements should be limited to one per month, unless Bank agrees in writing to more frequent disbursements. • In the event the Title Commitment or Title Policy requires additional disbursement procedures, Borrower will comply with -! such additional procedures. FINAL DISBURSEMENT: Prior to final disbursement the Bank shall have received, all in form and substance satisfactory to Bank, the following: • As indicated in the Title Insurance, Appraisal and Other section of this document, a final appraisal of the completed construction will be required. The results of which must be determined satisfactory to the Bank, in its sole discretion. • A final waiver of mechanic's and materialman's lien executed by the contractor (and each subcontractor, as applicable). • A final endorse~ent with respect to the title insurance policy previou~ly delivered. • A certificate of occupancy issued by the appropriate governmental authority having jurisdiction evidencing that the project and occupancy thereof comply with all acceptable zoning ordinances, building codes and all other local, state and federal laws, rules, regulations and/or requirements. CONTRACT I CONTRACTOR APPROVAL: The construction contract and all other construction documents, including architect and engineer's agreements, will be assigned to Bank. The construction contract must be a fixed cost or guaranteed maximum cost agreement, in form and content satisfactory to Bank, including retainage provisions. Bank reserves the right to request additional information on the proposed general contractor as a condition precedent ofloan closing/disbursement. The general contractor, architect, and engineers associated with the project must be reasonably acceptable to Bank. OTHER FEES / EXPENSES: By accepting this commitment, Borrower agrees to pay all costs and expenses incurred by Bank in connection with the Bank's review, due diligence, and loan closing. These fees include, but are not limited to: attorney's fees incurred in connection with negotiation and preparation of loan related documents; costs of environmental investigation and audit; cost of appraisals and appraisal reviews; cost of title examinations and title insurance premiums; cost of surveys; inspection fees; filing fees; recording costs; architect fees; flood determination fees; and all insurance premiums and costs. Borrower agrees to reimburse Bank for any and all costs regardless of whether loan closing occurs. Bank reserves the right to designate an attorney of its choice to represent it in connection with this loan, at Borrower's expense. Upon your acceptance of this commitment, we will instruct the attorney of your choice (subject to Bank approval) to facilitate closing once all terms and conditions precedent have been met. American National Bank and Trust Company www.amnb.com 5 l .. 1 i -j I 12.b.b Packet Pg. 199 Attachment: PittCo_IDA_Rage_ANB_loan040621 (2461 : Moral Obligation Agreement between County and American National Bank and Trust FINANCIAL REPORTING REQUIREMENTS: Annual Financial Statements: Borrower shall deliver to bank within 120 days after the end of each fiscal year, audited financial statements for any Borrower or Guarantor, which is an entity (defined as a corporation, limited liability company, limited partnership, business trust, trust, estate, or other entity that is not a living person). These statements must reflect operations during the fiscal year, including a balance sheet, profit and loss statement, and statement of cash flow, as well as any supporting schedules. These statements should provide reasonable detail and be prepared in accordance with generally accepted accounting principles (except in cases where the nature of the business warrants deviation from GAAP). Other Financial Information: Upon Bank's request, Borrower and/or Guarantors will provide any other such financial information Bank deems necessary for review, including but not limited to: periodic fmancial statements for corporate entities, accounts receivable aging reports, accounts payable aging reports, inventory reports, rent rolls, copies of leases, and work in progress reports. All information shall be in form and content satisfactory to Bank. LOAN DOCUMENTS: Loan closing is contingent upon execution and delivery of loan documents, including all items to create and perfect a security interest. This commitment is designed to provide an outline of the transaction and is not meant to address all issues, requirements, or conditions which will be fully addressed in the loan documents. ASSIGN ABILITY/ RELIANCE: This commitment constitutes an offer by Bank to Borrower to make a loan subject to the terms and conditions set forth herein, and cannot not be relied upon by any third party. This commitment and the right of the Borrower to receive Joans hereunder may not be assigned or transferred by Borrower without prior written approval of Bank. There are no third-party beneficiaries of this commitment. CONFIDENTIALITY: Borrower will treat the existence and terms of this commitment as confidential. Borrower will not disclose the terms of this commitment to any other lender, or to any other person other than Borrower's attorneys, accountants, and other business consultants. SURVIVAL: Borrower will execute and deliver any and all legal documentation from Bank that is necessary to facilitate loan closing and lien perfection. To the extent that the terms, provisions and conditions set forth in this commitment are not contained in the other loan documents, they shall survive the loan closing and this commitment will constitute one of the loan documents. To the extent there is any conflict or inconsistency between the provisions of this commitment and the other loan documents, the provisions of the loan documents will control and supersede the provisions of this commitment. In the event the other loan documents do not address·a particular issue, contingency, condition, or provision and this commitment does address such items, this shall not be construed as a conflict between this commitment and the Joan documents. GENERAL CONDITIONS: The Bank has issued this commitment on the basis of and in reliance upon the assurance of information, exhibits, documents or materials submitted to the Bank by Borrower or on Borrower's behalf in connection with the Joan. Bank shall have the option to terminate this commitment upon written notice to Borrower ifit determines there has been any material misrepresentations or misstatement of material American National Bank and Trust Company www.amnb.com 6 12.b.b Packet Pg. 200 Attachment: PittCo_IDA_Rage_ANB_loan040621 (2461 : Moral Obligation Agreement between County and American National Bank and Trust fact by Borrower; if prior to disbursement of the loan there shall have been a material adverse change in the state of facts or any material adverse change in the state of facts or a material adverse change in the financial condition of Borrower or Guarantor; or if Borrower shall have become insolvent, incapacitated, or shall file or have filed against it any petition under the United States Bankruptcy Code. Borrower acknowledges that with acceptance of this commitment, Borrower acknowledges that variables such as cost overruns, loss of income, additional indebtedness, deterioration in existing credit scores, or other characteristic negatively affecting financial capacity orthe value of the collateral may negatively affect Borrower's ability to obtain permanent financing once construction is complete. ACCEPTANCE: This commitment will expire if not accepted or extended in writing by the close of business on April 23, 2021 (the '·commitment expiration date"). If this business on Acommitment pril 30, is acce2021 p (the ted, time "closinbeing g date") uf the unless essence, the the Bank loan extends made the in closinconnection g date in herewith writing. must The close Borrower on or before acknowledthe ges close thatof the the loan interest within rate the and time other periods terms set of the forth loan above outlined and that in the these time commitment periods are are based material upon accefactors p in tance the of Bank this offerincommitment g this and commitment. closing of If the commitment is not accepted by the commitment expiration date or, if accepted, the loan is not closed by the closing date, then Bank's obligations under this commitment shall be null and void and ofno further force or effect. We appreciate your business and the opportunity to provide you with the financial services of American National Bank and Trust Company. Should you have any questions regarding this commitment, please do not hesitate lo contact me. Sincerely, AMERICAN NATIONAL BANK AND TRUST COMPANY By: Ted R. Laws, Senior Vice President The d s!/-o ed acccp�1e foregoing commitment, and by this acceptance agrees to be bound by its terms, this , • 20 I . ----I Borrower: Industrial Oeve opment Authority of Pittsylvania County Joey Faucette, Chairman American National Bank and Trust Company www.amnb.com 7 & ,r/.._ day of 12.b.b Packet Pg. 201 Attachment: PittCo_IDA_Rage_ANB_loan040621 (2461 : Moral Obligation Agreement between County and American National Bank and Trust Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Resolution # 2021-04-03 (Supporting Abandonment of Portion of Ringgold Industrial Parkway (S.R. 1270) for Intertape Expansion) Adoption (Staff Contact: Matthew D. Rowe) Staff Contact(s): Matthew D. Rowe Agenda Date: April 20, 2021 Item Number: 12.c Attachment(s): 03-03-2021 NOTICE OF INTENT TO ABANDON ROAD 2021-04-03 Supporting Abandonment of Portion of Ringgold Industrial Parkway Reviewed By: SUMMARY: At its February 16, 2021, Business Meeting, the Board determined, via a unanimous, affirmative vote, that no public necessity exists for the continuance of the following County public road: a portion of SR 1270, Ringgold Industrial Parkway. On February 23, 2021, as required by Virginia Code, the Board sent a formal notice of its intent to abandon the road to the VDOT Commissioner. Furthermore, again required by Virginia Code, a notice of intent to abandon was posted in three (3) locations along the road and a notice was published in two (2) issues of The Chatham Star Tribune giving the public a chance to request a related Public Hearing. Since no person did so, for the Board’s review and consideration, attached is Resolution # 2021-04-03 supporting the abandonment of the above-referenced road for Intertape expansion purposes and a related plat describing the portion of the road to be abandoned in greater detail. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: County Economic Development Staff recommends the Board adopt Resolution # 2021-04-03 as presented and authorize the County Administrator to execute and submit any related necessary documentation to VDOT. MOTION: “I make a Motion to adopt the Resolution # 2021-04-03 as presented and authorize the County Administrator to execute and submit any related necessary documentation to VDOT.” 12.c Packet Pg. 202 NOTICE OF INTENT TO ABANDON ROAD Pursuant to §33.2-909 of the Code of Virginia, 1950, as amended, the Pittsylvania County Board of Supervisors (“BOS”), at its regularly scheduled Business Meeting on Tuesday, February 16, 2021, unanimously determined that no public necessity exists for the continuation of the following public road and right-of way, and therefore directed its notice of willingness to abandon the same be sent to the Virginia Department of Transportation (“VDOT”) Commissioner. The road and public right-of-way the BOS intends to abandon is described as follows: the 140.01 foot VDOT right-of-way on Ringgold Industrial Parkway (State Road 1270) totaling 0.4982 acres, that served as the circular driveway for Intertape Polymer Group (IPG) in Ringgold, Virginia, as shown on the plat drawn by Dewberry Engineers, and entitled “Ringgold Industrial Parkway, Pittsylvania County, Virginia, File Number V700B.” By appointment, the complete road abandonment file, including a detailed plat, is available for inspection in the Office of the Pittsylvania County Administrator, 1 Center Street, Chatham, Virginia, Monday through Friday between the hours of 8:00 a.m. and 5:00 p.m. If any individual wishes to petition for a Public Hearing before the BOS of or related to the above referenced road abandonment, please contact the Pittsylvania County Administrator at David.Smitherman@pittgov.org, or (434) 432-7710. 12.c.a Packet Pg. 203 Attachment: 03-03-2021 NOTICE OF INTENT TO ABANDON ROAD (2438 : Resolution # 2021-04-03 (Supporting Abandonment of Portion of PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION 2021-04-03 REQUEST TO ABANDON PORTION OF SR 1270 (RIGHT-OF-WAY SERVING THE CIRCULAR DRIVEWAY OF INTERTAPE POLYMER GROUP TO ENABLE EXPANSION) ______________________________________________________________________________ The Pittsylvania County Board of Supervisors (“B o a rd ”), at its April 20, 2021, Business Meeting, adopted the following Resolution: WHEREAS, Public Notice was posted as prescribed under § 33.2-909, Code of Virginia, 1950, as amended, announcing the Board’s int ent to abandon the r oad described below from the sec ondary system of state hi ghways, and offering to hold a Public Hearing on the same, if so requested by any interested party; and WHEREAS, the Commissioner of the Virginia Department of Transportation (“VDOT”) was provided the prescribed notice of this Board's intent to abandon the subject section of road; and WHEREAS, no person requested a public hearing on this matter during the statutory posting Notice Period; and WHEREAS, after considering all evidence available, this Board is satisfied that no public necessity exists for the continuance of the f o l l o w i n g p o r t i o n o f S R 1270 and public right-of-way: the 140.01 foot VDOT right-of-way on Ringgold Industrial Parkway (State Road 1270) totaling 0.4982 acres, that served as the circular driveway for Intertape Polymer Group (IPG) in Ringgold, Virginia, as shown on the plat drawn by Dewberry Engineers, and entitled “Ringgold Industrial Parkway, Pittsylvania County, Virginia, File Number V700B,” and hereby deems that section of road is no longer necessary as a part of the secondary system of state highways. NOW, THEREFORE, BE IT RESOLVED, this Board abandons t h e above-described section of road and removes it from the secondary system of state highways, subject to VDOT approval, pursuant to § 33.2-909, Code of Virginia, 1950, as amended; and WHEREAS, t h i s Board has provided VDOT with the attached plat depicting the above-referenced portion of the secondary system of state highways to be abandoned, which plat is hereby incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED, this Board requests that VDOT abandon the portion of the secondary system of state highways identified on the attached plat, pursuant to §33.1-229, Code of Virginia, 1950, as am e nd e d; and BE IT FURTHER RESOLVED that a certified copy of this Resolution is forwarded to VDOT. Given under my hand this 20th day of April, 2021. 12.c.b Packet Pg. 204 Attachment: 2021-04-03 Supporting Abandonment of Portion of Ringgold Industrial Parkway (2438 : Resolution # 2021-04-03 (Supporting ____________________________________ Robert (“Bob”) W. Warren, Chairman Pittsylvania County Board of Supervisors ATTEST: ____________________________________ David M. Smitherman, Clerk Pittsylvania County Board of Supervisors 12.c.b Packet Pg. 205 Attachment: 2021-04-03 Supporting Abandonment of Portion of Ringgold Industrial Parkway (2438 : Resolution # 2021-04-03 (Supporting Board of Supervisors EXECUTIVE SUMMARY ACTION ITEM Agenda Title: Resolution # 2021-04-04 (Supporting Naming "William H. Pritchett Memorial Bridge") Adoption (Contact: Supervisor Miller) Staff Contact(s): Supervisor Miller Agenda Date: April 20, 2021 Item Number: 12.d Attachment(s): 2021-04-04 Support for Naming the Business US 29 North Bridge in Blairs Va the William H. Pritchett Memorial Bridge Potential_Pritchett_Bridge_Renaming_Area_Map Reviewed By: SUMMARY: The Board is committed to recognizing and celebrating the County’s historical heritage and contributions made thereto by its citizens. Virginia Code § 33.2-213 authorizes the Commonwealth Transportation Board to give suitable names to state highways, bridges, interchanges, and other transportation facilities and change the names of any highways and bridges, interchanges, or other transportation facilities forming a part of the systems of state highways. Supervisor Miller desires to name the Business 29 North Bridge in Blairs, Virginia, the “William H. Pritchett Memorial Bridge.” For the Board’s review and consideration, attached is Resolution # 2021-04-04 supporting naming the Business U.S. 29 North Bridge in Blairs, the “William H. Pritchett Memorial Bridge.” FINANCIAL IMPACT AND FUNDING SOURCE: The cost of the new signage. RECOMMENDATION: Supervisor Miller recommends the Board approve Resolution # 2021-04-04 supporting naming the Business U.S. 29 North Bridge in Blairs, the “William H. Pritchett Memorial Bridge.” MOTION: “I make a Motion approving Resolution # 2021-04-04 supporting naming the Business U.S. 29 North Bridge in Blairs the “William H. Pritchett Memorial Bridge.” 12.d Packet Pg. 206 Page 1 of 3 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION # 2021-04-04 ______________________________________________________________________________ SUPPORT FOR NAMING THE BUSINESS U.S. 29 NORTH BRIDGE IN BLAIRS, VIRGINIA, THE “WILLIAM H. PRITCHETT MEMORIAL BRIDGE” ______________________________________________________________________________ VIRGINIA: At the Regular Meeting of the Pittsylvania County Board of Supervisors (“Board”) held on April 20, 2021, the following Resolution was presented and adopted: WHEREAS, the Board is committed to recognizing and celebrating Pittsylvania County, Virginia’s (“County”) historical heritage and contributions made thereto by its citizens; and WHEREAS, William H. Pritchett (“Pritchett”), a former Banister resident and a respected County leader and community supporter, was born on September 3, 1927, died at the age of eighty- eight (88) on May 7, 2016; and WHEREAS, Pritchett was married to his wife, Lillie, for sixty-three (63) years and had a son, Cedric; and WHEREAS, Pritchett graduated from Langston High School, attended Danville Community College, and earned an Associate Degree in Business from Christian Brothers College in Memphis, Tennessee; and WHEREAS, Pritchett honorably served his Country as a member of the United States Army for two (2) years; and WHEREAS, Pritchett was the District Manager at Universal Life Insurance Company until he retired in 1993; and WHEREAS, Pritchett began his exemplary career with the County in 1992, when he was elected the Board’s first African American representative, and the first elected official of the County’s newly formed Banister District, the County’s first majority minority District; and WHEREAS, Pritchett served with distinction on the Board for (20) years representing the interest of all the citizens in both the Banister District and the County; and WHEREAS, Pritchett, retired from the Board in 2011, having served as the Board’s Chairman in 1996 and Board Vice-Chairman on seven (7) different occasions; and WHEREAS, Pritchett tirelessly gave his time and effort to improve service to the County on the following Board subcommittees: Finance, Solid Waste, Personnel, Property and Building, Legislative, Computer Telecommunications, Fire and Rescue Policy Board, and the Board/School Board Liaison Committee, and the Joint Sites and Facilities Committee; and WHEREAS, Pritchett also served numerous years on the Pittsylvania County Social Services Board, the Pittsylvania County Community Services Board, the Pittsylvania County 12.d.a Packet Pg. 207 Attachment: 2021-04-04 Support for Naming the Business US 29 North Bridge in Blairs Va the William H. Pritchett Memorial Bridge (2462 : Page 2 of 3 Community Action Agency, the Pittsylvania County Planning Commission, the Danville- Pittsylvania Regional Industrial Facilities Authority Board, and the Danville-Pittsylvania County Small Business Development Center; and WHEREAS, Pritchett also served as a leader in organizing the West Piedmont Work Force Investment Board, and served for over ten (10) years as Chairman of the Local Elected Officials Consortium; and WHEREAS, a longtime member of Bethel Baptist Church, Pritchett served as a Sunday School Superintendent for over forty (40) years and provided inspired leadership as Deacon Board Chair; and WHEREAS, Pritchett was honored for his many contributions to the County on October 29, 2011, at a retirement celebration that drew over two-hundred and fifty (250) attendees and featured speakers from the community who praised his many contributions; and WHEREAS, Pritchett, through his dedication and leadership, also contributed to major developments in County education, economic development, recreation, and community development; and WHEREAS, § 33.2-213 of the Code of Virginia, 1950, as amended, authorizes the Commonwealth Transportation Board (“CTB”) to give suitable names to state highways, bridges, interchanges, and other transportation facilities and change the names of any highways and bridges, interchanges, or other transportation facilities forming a part of the systems of state highways; and WHEREAS, the same Virginia Code Section further provides that the Virginia Department of Transportation (“VDOT”) shall place and maintain appropriate signs indicating the names of highways, bridges, interchanges, and other transportation facilities named by the CTB and requires that the costs of producing, placing, and maintaining such signs shall be paid by the localities in which they are located. NOW, THEREFORE, BE IT HEREBY RESOLVED that the Board fully and enthusiastically supports the naming of the Business 29 North Bridge in Blairs, Virginia, the location of said bridge depicted in more detail on the map attached hereto and made a part fully hereof, as the “William H. Pritchett Memorial Bridge;” and BE IT FURTHER RESOLVED that the County agrees to pay the costs of producing, placing, and maintaining the signs calling attention to this naming; and BE IT FINALLY RESOLVED that a copy of this Resolution be forwarded to the Pritchett family, appropriate local VDOT officials, and the CTB for consideration. Given under my hand this 20th day of April, 2021. __________________________________________ 12.d.a Packet Pg. 208 Attachment: 2021-04-04 Support for Naming the Business US 29 North Bridge in Blairs Va the William H. Pritchett Memorial Bridge (2462 : Page 3 of 3 Robert (“Bob”) W. Warren (Chairman) Pittsylvania County Board of Supervisors __________________________________________ David M. Smitherman (Clerk) Pittsylvania County Board of Supervisors Approved as to Form: _________________________________ J. Vaden Hunt, Esq. Pittsylvania County Attorney Vote Robert (“Bob”) W. Warren, Chairman ___ Ronald S. Scearce, Vice Chair ___ William V. (“Vic”) Ingram ___ Joe B. Davis ___ Charles H. Miller, Jr. ___ Ben L. Farmer ___ Tim W. Dudley ___ Ayes __ Nays __ Abstentions _ 12.d.a Packet Pg. 209 Attachment: 2021-04-04 Support for Naming the Business US 29 North Bridge in Blairs Va the William H. Pritchett Memorial Bridge (2462 : × × × × × × × × × × × × × × × B ELLEOAKCTM A L M A ISONRDDANVILLE EXPWU S HI GHWA Y N O 2 9 2421-83-1814 2421-94-0078 2421-74-5030 2421-84-3090 2421-94-0364 2421-74-0545 2421-84-4623 2421-84-3953 2421-85-9049 2421-75-7331 2421-65-8103 2421-85-7475 2431-05-5320 2421-86-6497 2421-66-8166 2421-87-4211 2431-07-1034 2421-97-1632 ROW SC 726US 2 9 S 6657 260 6472 6437 6373 6301 6556 6281 6385 6380 6505 15500 16000 133 Virginia Geographic Information Network (VGIN) Potential PritchettBridge Renaming Complied by: Terry WhittCreation Date: 03/29/21Revision Date: 03/29/21Project Name: Potential_Pritchett_Bridge_Renaming_Area_MapProject Orgin: Gis on 'Gisserver01'\GIS_Projects\Arcmap_Projects\County_Attorney 0 5Legend × Address Points Streets Parcels Aerial Imagery © 2019 Commonwealth of Virginia Potential Pritchett BridgeRenaming Area Map Scale: 1 Inch = 300 Feet 12.d.b Packet Pg. 210 Attachment: Potential_Pritchett_Bridge_Renaming_Area_Map (2462 : Resolution # 2021-04-04 (Support for Naming "William H. Pritchett