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09-16-2025 Business Meeting Agenda Packet BOARD OF SUPERVISORS BUSINESS MEETING Tuesday, September 16, 2025 - 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. Board Meeting Minutes Approval (Staff Contact: Kaylyn McCluster) b. County's August 2025 Bill List Approval (Staff Contact: Kim VanDerHyde) c. 2025 Business Personal Property Refund Approval (Staff Contact: Robin Goard) d. Project Green Recycle LPA, COF, and TROF Agreements Approval (Staff Contact: Matthew Rowe) e. Project Toy Story COF and TROF Agreements Approval (Staff Contact: Matthew Rowe) f. Election Equipment Sales Agreement Approval (Staff Contact: Shani Shorter) g. Landfill Tipping Fee Waiver Approval (County-Wide Fall Cleanup) (Staff Contact: Kenneth Bowman) h. Resolution #2025-09-01 (Authorizing Acceptance of Donated Parcels 2531-31-3261 and 2531-30-3436 for Public Use) Approval (Staff Contact: Matthew Evans) i. DRF Grant for Comprehensive Plan Update Project (Staff Contact: Dave Arnold) 1 j. Appointment: Library Board (Tunstall, Barbara Davis) (Staff Contact: William Ingram) k. Appointment: Beautification Committee (Tunstall, Christina Stowe) (Staff Contact: William Ingram) 8. PRESENTATIONS a. General Presentations (Board of Supervisors); (if any) (Staff Contact: Board of Supervisors) b. Presentation of Recognition to Crews Construction by Delegate Eric Phillips (Staff Contact: Delegate Eric Phillips) 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 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. 1. Case R-25-018 A&S Investments; Rezoning from A-1, Agricultural District, to B-2, Business District, General (Supervisor Bowman) (Staff Contact: Dave Arnold) 2 2. Case R-25-020, Jerry Barker; Rezoning from R-1, Residential Suburban Subdivision District, to A-1, Agricultural District (Supervisor Tucker) (Staff Contact: Dave Arnold) 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: Comprehensive Plan (Line & Grade) (Staff Contact: Dave Arnold) 11. UNFINISHED BUSINESS 12. NEW BUSINESS 13. MATTERS FROM WORK SESSION (IF ANY) 14. BOARD MEMBER REPORTS 15. COUNTY ADMINISTRATOR REPORTS 16. ADJOURNMENT 3 7.a. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: Board Meeting Minutes Approval Staff Contact(s): Kaylyn McCluster Agenda Date: September 16, 2025 Item Number: 7.a. Attachment(s): 1. 08-19-2025 Work Session - DRAFT 2. 08-19-2025 Business Meeting - DRAFT Reviewed By: SUMMARY: For the Board's review and consideration, attached are the following Board Meeting Minutes: (1) 08/19/2025 Work Session; and (2) 08/19/2025 Business Meeting. FINANCIAL IMPACT AND FUNDING SOURCE: Not applicable. RECOMMENDATION: County Staff recommends the Board approve the attached Board Meeting Minutes. MOTION: "I make a Motion approving the attached Board Meeting Minutes." 4 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS’ WORK SESSION August 19, 2025 VIRGINIA: The Pittsylvania County Board of Supervisors' ("Board") Work Session was held on August 19, 2025, in the Board Meeting Room, 39 Bank Street, SE, Chatham, Virginia 24531. CALL TO ORDER (3:30 PM) Tucker called the Meeting to Order at 3:30 PM. ROLL CALL The following Board Members were present: Robert M. Tucker, Jr. - Banister District Kenneth L. Bowman - Chatham-Blairs District Darrell W. Dalton - Callands-Gretna District Timothy W. Dudley – Staunton River District William V. (“Vic”) Ingram - Tunstall District Murray W. Whittle - Westover District Eddie L. Hite, Jr. - Dan River District, joined the Meeting at 3:44 PM. APPROVAL OF AGENDA Motion to approve Agenda. RESULT: 6-0 (Approved) MOVER: Dudley SECONDER: Bowman AYES: Tucker, Bowman, Dalton, Dudley, Ingram, Whittle NAYS: None ABSTAIN: None NOT PRESENT: None STAFF, COMMITTEE, AND/OR CONSTITUTIONAL OFFICER REPORTS a. FY2025 and FY2026 Budget Amendments Van Der Hyde provided an overview of the FY25 year-end budget adjustments and FY26 amendments. For FY25, adjustments resulted in a net budget increase of $25.6 million, primarily to ensure all departments closed the fiscal year in balance. Most were bookkeeping entries, with $608,754 drawn from the Solid Waste fund balance to address compliance issues. Additional revenues of $22.4 million were recognized across several funds, and the Board committed $2.5 million for projects including the DSS roof, a career ambulance, voting equipment, the Comprehensive Plan, and economic development incentives. DSS also requested $66,648 of returned funds for building renovations. 5 For FY26, the net budget increase was $20 million, with $19.2 million in carryovers, including $15.3 million for Schools (already encumbered). Board commitments included $500,000 for reassessment, $67,000 for Sheriff’s Office equipment, and $105,000 for library improvements. The County also received a $150,000 grant for the E-911 Center to replace outdated consoles and upgrade the facility. b. Human Services Building Roof Replacement Discussion Adcock reported on the need to replace the original roof on the Human Services Building, which was built around 2000 and has caused ongoing maintenance problems. A roof assessment confirmed the covering has exceeded its lifespan, though the underlayment remains in good condition. Through a cooperative procurement contract, bids were solicited, and the recommended option is a 15-year roof replacement at a cost of $386,000. The work will include new walk pads and joint repairs, and it will cover the main building, solarium, and William Pritchett Training Center. The contract will be held with Garland Roofing and include a 15-year warranty. Funding will come from the Building and Grounds capital account, and staff recommended placing the contract on the Consent Agenda for approval c. Election Systems & Software-Voting Machines Update Shani Shorter, Registrar, presented information on the requested purchase of new DS300 poll pad scanners and tabulators. The County’s current ballot scanners, purchased in 2012, are reaching the end of manufacturer support, making upgrades necessary to remain compliant with state and federal voting system guidelines. The new equipment will ensure compliance with current VVSG 1.0/1.1 standards and allow for transition to VVSG 2.0 once certified. The DS300 machines have already been approved by the State Board of Elections, and the Pittsylvania County Electoral Board formally approved the request on July 14, 2025. The total purchase price is $246,345, reduced by $56,000 through trade-ins and reuse of components such as ballot boxes. Staff emphasized that this investment reflects the County’s commitment to election security, modernization, and fiscal responsibility, and noted that contract negotiations are underway. CLOSED SESSION Motion to enter Closed Session. The Board entered Closed Session at 4:06 PM. RESULT: 7-0 (Approved) MOVER: Ingram SECONDER: Dalton AYES: Tucker, Hite, Bowman, Dalton, Dudley, Ingram, Whittle NAYS: None ABSTAIN: None NOT PRESENT: None a. Discussion of plans to protect public safety as it relates to terrorist activity or specific cybersecurity threats or vulnerabilities and briefings by staff members, legal counsel, or law- enforcement or emergency service officials concerning actions taken to respond to such matters or a related threat to public safety; discussion of information subject to the exclusion 6 in subdivision 2 or 14 of § 2.2-3705.2, where discussion in an open meeting would jeopardize the safety of any person or the security of any facility, building, structure, information technology system, or software program; or discussion of reports or plans related to the security of any governmental facility, building or structure, or the safety of persons using such facility, building or structure. (1) Legal Authority: Virginia Code § 2.2-3711(A)(19) Subject Matter: Jail Project Purpose: Discussion Regarding the Same 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. (1) Legal Authority: Virginia Code § 2.2-3711(A)(5) Subject Matter: Unannounced Prospective Businesses/Industries Purpose: General Economic Development Projects Update RETURN TO OPEN SESSION & CLOSED SESSION CERTIFICATION The Board returned to Open Session at 6:55 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”) Work Session on August 19, 2025, 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 Kenneth L. Bowman Yes Darrell W. Dalton Yes Timothy W. Dudley Yes William V. (“Vic”) Ingram Yes Murray W. Whittle Yes Eddie L. Hite, Jr. Yes Robert M. Tucker, Jr. Yes ADJOURNMENT Tucker adjourned the Meeting at 6:57 PM. 7 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS’ BUSINESS MEETING August 19, 2025 VIRGINIA: The Pittsylvania County Board of Supervisors' ("Board") Business Meeting was held on August 19, 2025, in the Board Meeting Room, 39 Bank Street, SE, Chatham, Virginia 24531. CALL TO ORDER Tucker called the Meeting to Order at 7:03 PM. ROLL CALL The following Board Members were present: Robert M. Tucker, Jr. - Banister District Eddie L. Hite, Jr. - Dan River District Kenneth L. Bowman - Chatham-Blairs District Darrell W. Dalton - Callands-Gretna District Timothy W. Dudley - Staunton River District William V. (“Vic”) Ingram - Tunstall District Murray W. Whittle - Westover District AGENDA ITEMS TO BE ADDED Motion to add the Human Services Building Roof Replacement to the Consent Agenda. RESULT: 7-0 (Approve) MOVER: Dalton SECONDER: Dudley AYES: Tucker, Hite, Bowman, Dalton, Dudley, Ingram, Whittle NAYS: None ABSTAIN: None APPROVAL OF AGENDA Motion to approve Agenda with revisions. RESULT: 7-0 (Approve) MOVER: Ingram SECONDER: Bowman AYES: Tucker, Hite, Bowman, Dalton, Dudley, Ingram, Whittle NAYS: None ABSTAIN: None CONSENT AGENDA Motion to approve Consent Agenda. RESULT: 7-0 (Approve) MOVER: Dudley 8 SECONDER: Hite AYES: Tucker, Hite, Bowman, Dalton, Dudley, Ingram, Whittle NAYS: None ABSTAIN: None a. Board Meeting Minutes Approval b. County's July 2025 Bill List Approval c. Mutual Aid Agreement Approval (Halifax County; Building Official) d. Harris Radio Upgrade Approval e. Courthouse HVAC Replacement/Upgrades Contract Approval f. E911 Console Purchase Approval g. Vista Pointe Water System Improvements Agreement Approval h. Water Tank Maintenance Services Contract Award Approval i. Portable Radio Purchase Approval j. Resolution # 2025-08-01 Approval (Resolution of Appreciation and Recognition; Dave Arnold) k. Resolution # 2025-08-02 (Resolution Authorizing Acceptance of the Purdue Pharma Bankruptcy Plan of Reorganization and Participation in the Sackler Family Direct Settlement) approval l. Resolution # 2025-08-03 (Authorizing Participation in the Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus Opioid Settlement Agreements) Approval m. MerryGoRound Local Performance Agreement Execution Approval n. Approval of Easement Acquisition for Robin Court Waterline Project o. Certificate of Commendation Approval (Sergeant T.D. Rigney; Danville Sheriff’s Office) p. Human Services Building Roof Replacement PRESENTATIONS The Board presented a Certificate of Commendation to Sergeant T.D. Rigney in recognition of his exceptional courage and swift action in apprehending a suspect while off duty. The Board also honored Dave Arnold with a Resolution of Appreciation for his outstanding service as Assistant County Administrator and congratulated him on his promotion to Deputy County Administrator. Christy Harper from the Danville-Pittsylvania County Chamber of Commerce expressed appreciation to the Board for its continued support of the Rev Up Danville Pittsylvania Entrepreneur Program. Over the past five years, Pittsylvania County has invested $125,000 in the program, helping launch and expand 14 local businesses. This investment reflects the County’s commitment to economic growth and opportunity, particularly for small businesses, which make up 60% of the Chamber’s membership and are vital to the community’s stability and resilience. Fourteen businesses were recognized as part of this program, with several representatives present to be acknowledged. Attendees also received information, coupons, and gift certificates from participating businesses to highlight the impact of this initiative. HEARING OF THE CITIZENS Jeff Love, Staunton River District, addressed the Board regarding the postponement of the zoning ordinance hearing and approval. He raised concerns about the lack of citizen input, criticized the work of the Berkeley Group, and cautioned that proposed changes could negatively impact small businesses and tax revenue. He urged the Board to ensure proper comparisons and public engagement in future planning efforts, including the Comprehensive Plan update. 9 Tracy Love, Staunton River District,addressed the Board and encouraged more citizen participation in Board meetings, noting the importance of local government as the cornerstone of democracy. She stated that meetings provide residents the opportunity to voice concerns but suggested that the County consider holding more town hall–style events to allow direct dialogue and discussion between citizens and Board members. She emphasized that such conversations would be especially valuable as the County considers major changes such as zoning updates and the Comprehensive Plan. PUBLIC HEARINGS Other Public Hearings a. Public Hearing - FY2025 County Budget Adjustments Finance Director, Kim Van Der Hyde, presented the FY2025 year-end budget amendments, explaining that these adjustments are required annually to ensure all departments close the year in balance, as reviewed by auditors. Many of the amendments are routine bookkeeping entries, but because appropriations exceeded 1% of the total budget, a public hearing was required. The total appropriations amounted to $28,261,209.51, funded through additional revenues received during the year. Earlier in the Work Session, the Board discussed these items in detail. Tucker opened the Public Hearing at 7:32 PM. No one signed up to speak, and Tucker closed the Public Hearing at 7:32 PM. Motion to approve the FY 2025 County Budget Amendments as attached and presented. RESULT: 7-0 (Approve) MOVER: Dudley SECONDER: Hite AYES: Tucker, Hite, Bowman, Dalton, Dudley, Ingram, Whittle NAYS: None ABSTAIN: None b. Public Hearing - FY2026 County Budget Adjustments Finance Director, Kim Van Der Hyde, presented the FY2026 County budget amendments. Because the adjustments exceeded the 1% threshold, advertisement and a public hearing were required. The total amendments amounted to $35,397,799.43, which included both carryovers and new revenues. Tucker opened the Public Hearing at 7:34 PM. No one signed up to speak and Tucker closed the Public Hearing at 7:34 PM. "Motion to approve the Fy 2026 Budget Amendments totaling $35,397,799.43 as presented.". RESULT: 7-0 (Approve) MOVER: Bowman SECONDER: Ingram AYES: Tucker, Hite, Bowman, Dalton, Dudley, Ingram, Whittle NAYS: None 10 ABSTAIN: None BOARD MEMBER REPORTS Whittle thanked everyone for attending the meeting and asked that thoughts and prayers be extended to Councilman Vogler as he faces a long road of recovery. He noted that the Fire Department will hold a graduation ceremony for new recruits at Chatham Middle School tomorrow evening and encouraged attendance in support. He concluded by wishing everyone a great weekend. Dalton thanked everyone for attending and expressed appreciation to staff for their hard work. He asked that continued thoughts and prayers be offered for Councilman Lee Vogler and his family. He also noted his attendance at the Gretna Fire and Rescue benefit on Saturday, which had a strong turnout, and stated his support for local fire and rescue departments. He concluded by wishing everyone a safe trip home. Ingram noted that July 19 is Joe Mantiply Day in Pittsylvania County, honoring the Tunstall graduate and Major League Baseball player. He commented on the new four-way stop at the Tunstall High School intersection, observing that while there have been several accidents recently in his district, none have occurred at that intersection. He recognized August 7 as Purple Heart Day, honoring Danville native Von Cannon who earned four Purple Hearts in Vietnam, and August 9 as the anniversary of the passing of former Westover District Supervisor Cory Harville, remembered as one of the finest to serve the Board. He also reported that three deputies were recently shot at near Gretna and asked that continued thoughts and prayers be extended to law enforcement officers. He echoed support for Councilman Lee Vogler, noting with encouragement that despite his serious injuries, he was able to walk with assistance. Mr. Ingram concluded by congratulating Mr. Arnold, commending Mr. Shorter for his leadership, and thanking Mr. Evans for his work. Dudley echoed earlier comments, asking for continued prayers for Councilman Lee Vogler and his family. He publicly thanked Sheriff Mike Taylor, the Pittsylvania County Sheriff’s Department, and local fire departments, including Gretna Fire Department, for their strong response during a recent incident, noting that while the situation was serious, it could have been much worse and thankfully resulted in no catastrophic injuries. He also reminded everyone that school is back in session and highlighted a recent outreach at Hurt Elementary School, where his church provided meals to students and families. He emphasized the importance of investing in children and giving back to the community. Dudley concluded by thanking the Chairman and staff for a productive work session and meeting. Bowman reported attending National Night Out in Altavista, thanking Sheriff Tommy Merricks and Supervisor Dudley for their involvement with the Hurt community. He also attended the Virginia Region 3 meeting for Blueprint Virginia 2035, hosted by the Institute for Advanced Learning and Research, and participated in the VACo Conference in Richmond, serving on the Finance and Elections Steering Committee and the Agriculture and Rural Affairs Steering Committee. He shared information from those sessions with the Finance Director in preparation for the upcoming General Assembly. Bowman congratulated the winners of the Rev Up program, encouraged continued support of local small businesses, and recognized the Chatham Animal Clinic on the opening of its new facility. He also noted the ribbon cutting for the new pickleball courts in Chatham, thanking community partners and volunteers for their efforts. Bowman joined fellow Board members in offering prayers and support for Councilman Lee Vogler and his family, noting encouraging progress in his recovery. He concluded by thanking all in attendance at the meeting. 11 Hite thanked staff for their consistent efforts in keeping the Board well-prepared and informed. He joined fellow members in offering prayers for Councilman Lee Vogler, his family, and the Danville community, noting the widespread support they have received. He also expressed deep appreciation for law enforcement, fire, and rescue personnel, referencing the recent shooting incident and emphasizing the risks first responders face each day. Hite encouraged citizens to thank those who serve and protect the community, stating his gratitude for their dedication and commitment to keeping residents safe. Tucker thanked staff and Board members for their preparation and engagement, as well as the young people in attendance for taking an interest in local government. He praised Sheriff Mike Taylor and the Sheriff’s Department for their leadership and response during the recent incident, reaffirming his commitment to supporting funding for education, public safety, fire, and EMS. Tucker encouraged attendance at the Fire Department graduation at Chatham Middle School and expressed appreciation for the selfless service of first responders. He commended fellow supervisors for their professionalism and noted that town hall meetings will be included as part of the Comprehensive Plan process to ensure citizen input. Tucker concluded by thanking Mr. Evans for his guidance, Mr. Shorter for his leadership, and congratulated Mr. Arnold on his new role. COUNTY ADMINISTRATOR REPORTS Shorter echoed thoughts and prayers for Councilman Lee Vogler and his family, thanked the Board for their service, and expressed gratitude for the opportunity to serve. He also congratulated Deputy County Administrator Dave Arnold, noting his recognition was well deserved. Evans remarked that individuals are greatly influenced by those around them, expressed his appreciation for being present, and stated that the future is bright. ADJOURNMENT Tucker adjourned the Meeting at 7:53 PM. 12 7.b. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: County's August 2025 Bill List Approval Staff Contact(s): Kim VanDerHyde Agenda Date: September 16, 2025 Item Number: 7.b. Attachment(s): None Reviewed By: SUMMARY: At each Board Business Meeting, the County’s Auditors recommend the Board review and approve payments made by the County as oversight of County Fund expenditures. For the Board's review and consideration, the County's August 2025 Bill List is found at the below link: https://weblink.pittgov.net/WebLink/Browse.aspx?id=537492&dbid=0&repo=Pitt GovDocs FINANCIAL IMPACT AND FUNDING SOURCE: Not applicable. RECOMMENDATION: County Staff recommends the Board approve the County’s August 2025 Bill List as presented. MOTION: “I make a Motion approving the County’s August 2025 Bill List as presented.” 13 7.c. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: 2025 Business Personal Property Refund Approval Staff Contact(s): Robin Goard Agenda Date: September 16, 2025 Item Number: 7.c. Attachment(s): 1. CIRCLE K REFUND LETTER 2. CIRCLE K LETTER OF REFUND Reviewed By: SUMMARY: Circle K filed an Amended 2025 Business Personal Property Return, which revealed that duplicate assets had been reported due to a system error when a fixed asset number was updated. This caused the same asset to be reported twice. The taxpayer acknowledged the mistake and confirmed it was not the fault of the assessing office. As a result, a refund in the amount of $18,811.80 is being requested for overpaid Business Personal Property taxes. If approved, this refund will be issued by Ronald Merricks, the Interim Treasurer of Pittsylvania County. Related documentation is attached. FINANCIAL IMPACT AND FUNDING SOURCE: Approval of this request would result in a refund of $18,811.80 from Pittsylvania County. RECOMMENDATION: County staff recommends that the Board of Supervisors approve the refund request submitted by the Commissioner of the Revenue and authorize the Interim Treasurer to issue a refund to Circle K Stores, Inc. in the amount of $18,811.80 for overpaid Business Personal Property taxes. MOTION: 14 "I make a Motion to approve the refund request submitted by the Commissioner of the Revenue and authorize the Interim Treasurer to issue a refund to Circle K Stores, Inc. in the amount of $18,811.80 for overpaid Business Personal Property taxes." 15 16 17 7.d. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: Project Green Recycle LPA, COF, and TROF Agreements Approval Staff Contact(s): Matthew Rowe Agenda Date: September 16, 2025 Item Number: 7.d. Attachment(s): 1. LPA - Project Green Recycle 2. Green Recycle USA COF Performance Agreement (FINAL) (Company Signature) Reviewed By: SUMMARY: The company will establish and operate an industrial waste recycling facility at 200 Learner Lane, Blairs, Virginia 24527 in Pittsylvania County, Virginia. The company plans to invest $5,700,000.00 at the site and create 28 full-time jobs with an average yearly base wage of at least $56,857.00. The company plans to purchase the Project Site from the Project Site's current owner. The LPA and COF Agreements are attached for your review. The final TROF Agreement is still pending from Michael Guanzon and will be provided at, or before, the Meeting. FINANCIAL IMPACT AND FUNDING SOURCE: Here is a breakdown of local incentives provided to the company post- performance as stated in the LPA: Local Incentives* Estimated Value or Max. Value Long-Term/High Impact 50% Real Estate Tax Rebate, for Year 1 through Year 5 (§5(a)) $28,000.00 18 Long-Term/High Impact 50% Machinery and Tools Tax Rebate, for Year 1 through Year 5 (§5(b)) $37,125.00 Waiver of Building Zoning and Land Disturbance Permit Fees, and Water and Sewer Fees (§5(c)) $50,000.00 Tobacco Region Opportunity Fund Grant (§5(d)) $26,500.00 Pittsylvania County Enterprise Zone Jobs Grant (§5(e)) $21,000.00 TOTAL LOCAL INCENTIVES $162,625.00 *Any and all local incentive disbursements shall be made after the Performance Date Staff will work with the Company to facilitate the award of State grants based upon performance which would be provided to the Company post- performance. State Incentives Estimated Value or Max. Value Commonwealth Opportunity Fund Grant (§5(f)(i)) $150,000.00 Virginia Enterprise Zone Job Creation Grant (§5(f)(ii)) $80,800.00 Virginia Enterprise Zone Real Property Investment Grant (§5(f)(iii)) $100,000.00 Manufacturing Sales & Use Tax Exemption (§5(f)(iv)) $220,500.00 Virginia Job Investment Program (Reimbursement Grant) (§5(f)(v)) $23,800.00 TOTAL STATE INCENTIVES $575,100.00 TOTAL INCENTIVES $737,725.00 RECOMMENDATION: County staff recommends that the Board approve the Local Performance Agreement, Tobacco Region Opportunity Fund Grant Agreement, and the Commonwealth Opportunity Fund Grant Agreement for Green Recycle USA LLC as presented. MOTION: "I make a Motion to approve the Local Performance Agreement, Tobacco Region Opportunity Fund Grant Agreement, and the Commonwealth Opportunity Fund Grant Agreement for Green Recycle USA LLC as presented." 19 1 LOCAL PERFORMANCE AGREEMENT THIS LOCAL PERFORMANCE AGREEMENT (this "Agreement"), made and entered into as of the ___ day of ___________ 2025, by and among INDUSTRIAL DEVELOPMENT AUTHORITY OF PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia ("PCIDA"); the COUNTY OF PITTSYLVANIA, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "County"); and GREEN RECYCLE USA LLC, a Virginia limited liability company (the "Company"); W I T N E S S E T H : NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: Section 1. - Recitals. The parties recite the following facts: a. PCIDA and the County, in order to stimulate economic growth and development of the community by creating jobs and infrastructure have agreed to provide incentives to new and expanding businesses which conduct industrial activity. b. The Company desires to establish and to operate an industrial waste recycling facility (the "New Facility"). The New Facility would be established on that certain real property containing approximately 8.13 acres, commonly known as 200 Learner Lane, Blairs, Virginia 24527 in Pittsylvania County, Virginia (the "Project Site"). c. The Company intends to purchase the Project Site from the Project Site's current owner, and subsequently complete certain renovations to the Project Site for the expanded operations of the New Facility. d. During the Performance Period described below, the Company plans to make capital investments in the Project Site of at least Five Million Seven Hundred Thousand and 00/100 Dollars ($5,700,000.00) and to create twenty eight (28) full-time jobs with an average yearly base wage of at least Fifty Six Thousand Eight Hundred Fifty Seven and 00/100 Dollars ($56,857.00), as set forth in this Agreement. e. Each of PCIDA and the County is willing to provide those certain incentives to the Company summarized in Schedule 1(e), attached hereto and incorporated herein by this reference, provided that the Company satisfies certain criteria relating to employment projections and capital investment as described below. f. Each of PCIDA and the County finds that the provisions of this Agreement and the commitments of the Company will promote the expansion of industry by inducing industrial development within the County, and that such development will promote the safety, health, 20 2 welfare, convenience and prosperity of the citizens of the County. Section 2. - Definitions. For the purposes of this Agreement, the following terms shall have the following definitions: a. "Agreement" shall mean this Local Performance Agreement and shall have the same meaning as set forth in the header paragraph. b. "Capital Investment" means a capital expenditure by or on behalf of the Company in taxable real property, taxable tangible personal property, or both, at the New Facility. The purchase or lease of furniture, fixtures, machinery and equipment, will qualify as Capital Investment hereunder. c. "Company" shall have the same meaning as that term in the header paragraph of this Agreement. d. "County" shall have the same meaning as that term in the header paragraph of this Agreement. e. "Event of Default" shall have the same meaning as that term is used in Section 8 below. f. "Event of Force Majeure" shall mean without limitation, any of the following: acts of God; strikes, lockouts or other industrial disturbances; act of public enemies; orders of any kind of the government of the United States of America or of the Commonwealth or any of their respective departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals not caused by the Company; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Company. g. "Government Party" or "Government Parties" shall mean any one or more of PCIDA and the County. h. "Maintain", as it pertains to a New Job, shall mean that the New Job will continue without interruption from the date of creation through the Performance Date. Positions for the New Jobs will be treated as Maintained during periods in which such positions are not filled due to (i) temporary reductions in the Company's employment levels (so long as there is active recruitment for open positions), (ii) strikes and (iii) other temporary work stoppages not to exceed sixty (60) days. i. "New Facility" shall have the same meaning as that term is used in Section 1(b). 21 3 j. "New Job" shall mean new permanent full-time employment of an indefinite duration at the New Facility for which the standard fringe benefits are provided by the Company for the employee, and for which the Company pays an average annual wage of at least Fifty Six Thousand Eight Hundred Fifty Seven and 00/100 Dollars ($56,857.00), excluding standard fringe benefits. Each New Job must require a minimum of either (i) thirty-five (35) hours of an employee's time per week for the entire normal year of the Company's operations, which "normal year" must consist of at least forty-eight (48) weeks, or (ii) one thousand six hundred eighty (1,680) hours per year. Seasonal or temporary positions, positions created when a job function is shifted from an existing location in the Commonwealth of Virginia, and positions with construction contractors, vendors, suppliers and similar multiplier or spin-off jobs shall not qualify as New Jobs. k. "PCIDA" shall have the same meaning as that term in the header paragraph of this Agreement. l. "Performance Date" shall mean the date that is five (5) years after the later to occur after (i) the date of this Agreement, or (ii) the date of the closing on the Project Site. The Performance Date shall be extended one (1) day, for a maximum of three hundred sixty-five (365) days, for each day after the New Facility Completion Date has passed without all of the applicable certificates of occupancy having been issued. The Company shall give written notice to PCIDA of any extension of the Performance Date. m. "Performance Period" shall mean that period of time commencing on the date of this Agreement and ending on the Performance Date. n. "Project Site" shall have the same meaning as that term is used in Section 1(b) above. o. "Recruitment Documents" shall mean any one or more of this Agreement, any and all performance grant agreements executed by the Company pertaining to State Grants and any other document(s) executed, at the request of PCIDA, by the Company in connection with this Agreement. p. "State Grants" shall mean the Commonwealth Opportunity Fund Grant, and such other items as described in Section 5(f). q. "Tax Rebates" shall mean the rebates of certain taxes imposed upon the Company and actually paid and received by the County pursuant to Sections 5(a) and 5(b) below. Section 3. - Purchase of Project Site. a. Generally. On or before the beginning of the Performance Period, the Company shall purchase or shall cause its wholly owned subsidiary, if any, to purchase of the Project Site. During the Performance Period, the Company shall locate and continue its industrial waste 22 4 recycling operations in the New Facility. Section 4. - Capital Investment; New Job Creation by the Company; and Virginia Domestication. a. $5,700,000.00 Capital Investment. On or before the Performance Date, the Company shall make Capital Investment in the minimum aggregate amount of Five Million Seven Hundred Thousand and 00/100 Dollars ($5,700,000.00) to or for the New Facility. Notwithstanding the foregoing, it shall not constitute an Event of Default under Section 8 below if the Company during the Performance Period shall make a Capital Investment of at least Five Million One Hundred Thirty Thousand and 00/100 Dollars ($5,130,000.00) on or before the Performance Date. b. 28 New Jobs. The Company shall create and employee twenty (28) New Jobs on or before the Performance Date and shall Maintain these New Jobs until at least the Performance Date. Beginning April 1, 2026, on April 1 and October 1 of each year during the Performance Period, the Company shall produce and deliver to PCIDA a New Jobs roster itemizing, at a minimum, each New Job and the base pay (excluding fringe benefits), as described in Section 2(j) above and any other information pertaining to such New Job employees as may be reasonably requested by PCIDA. The Company shall redact from the New Jobs roster any personally identifiable information of its employees. The Company hereby authorizes each of the County's Economic Development Director and the PCIDA Treasurer or her respective designees to obtain and to verify the information contained in the New Jobs roster from the Virginia Employment Commission. Notwithstanding the foregoing, it shall not constitute an Event of Default under Section 8 below if the Company during the Performance Period shall create and Maintain at least twenty five (25) New Jobs on or before the Performance Date. c. Domestication in Virginia. The Company shall be in good standing with the Virginia State Corporation Commission and authorized to transact business in Virginia throughout the balance of the Performance Period. The Company shall remain domesticated in the Commonwealth of Virginia, at all times, during the Performance Period. d. Financial Report. On April 1 and October 1 of each year during the Performance Period, the Company shall produce and deliver to PCIDA a general financial report on the status of the Company's business since the date of its opening of the New Facility. Section 5. - Funds Extended to or for the Company. a. Long-Term/High Impact 50% Real Estate Tax Rebate for Year 1 through Year 5. Subject to appropriations, the County shall rebate to the Company fifty percent (50%) of the real estate taxes imposed upon the New Facility that are paid by the Company and actually received by the County, during the first five (5) tax years after the execution of this Agreement. After these rebate grants are made, these grants are subject to recapture by the County in the event the Company fails to make the Capital Investment and/or create and Maintain the New Jobs on or 23 5 before the Performance Date. b. Long-Term/High Impact 50% Machinery and Tools Tax Rebate for Year 1 through Year 5. Subject to appropriations, the County shall rebate to the Company fifty percent (50%) of the machinery and tools tax imposed upon the Company that are paid by the Company and actually received by the County, during the first five (5) tax years after the execution of this Agreement. After these rebate grants are made, these grants are subject to recapture by the County in the event the Company fails to make the Capital Investment and/or create and Maintain the New Jobs on or before the Performance Date. c. Waiver of Building Zoning and Land Disturbance Permit Fees, and Water and Sewer Fees: Estimated Value of $50,000.00. The County will waive one hundred percent (100%) of the cost of building zoning and land disturbance permit fees for eligible new construction and expansions in the enterprise zone. Water and sewer connection fees are reimbursed by the County for new construction and expansions and the County Department of Public Works will run necessary water and sewer lines to the Facility at no charge to the Company. The waivers under this Section 5(c) shall be subject to all the enterprise zone terms and conditions. d. Up to $26,500.00 Tobacco Region Opportunity Fund Grant. As a condition to and as a part of the application for the Tobacco Region Opportunity Fund Grant, PCIDA and the Company shall enter into a performance grant agreement with the Tobacco Commission. If the application for such grant is approved, PCIDA shall disburse the funds to the Company upon the Company's satisfaction or achievement of certain performance metrics as set forth in such performance grant agreement. After this grant is made, the grant funds are subject to recapture by PCIDA in the event the Company fails to make the Capital Investment and/or create and Maintain the New Jobs on or before the Performance Date. e. Pittsylvania County Enterprise Zone Jobs Grant. The County acknowledges that under the County’s Enterprise Zone program, the Company's Capital Investment for the New Facility and creation of New Jobs as contemplated in this Agreement could qualify for up to Twenty One Thousand and 00/100 Dollars ($21,000.00) in value in the form of one-time cash payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) per direct full-time job a (the "Pittsylvania County Enterprise Zone Jobs Grant"). The County shall disburse such grant according to the terms and conditions of its Enterprise Zone program. After this grant is disbursed, this grant is not subject to recapture by the County or any other Government Party in the event the Company fails to make the Capital Investment and/or create and Maintain the New Jobs on or before the Performance Date. f. State Grant Applications. As part of the establishment and operation of the New Facility, PCIDA or the County shall apply for and accept State Grants as follows: i. Up to $150,000.00 Commonwealth Opportunity Fund Grant. As a condition to and as a part of the application for the Commonwealth Opportunity Fund Grant, PCIDA and the Company shall enter into a 24 6 performance grant agreement with the Virginia Economic Development Partnership. If the application for such grant is approved, PCIDA shall disburse the funds to the Company upon the Company's satisfaction or achievement of certain performance metrics as set forth in such performance grant agreement. ii. Virginia Enterprise Zone Job Creation Grant (estimated value $80,800.00). The New Facility is located in a Virginia Enterprise Zone. PCIDA or the County shall apply for a Virginia State Enterprise Zone Grant from the Virginia Department of Housing and Community Development, estimated at up to Eighty Thousand and 00/100 Dollars ($80,000.00) for job creation. If such application for such grant is approved, PCIDA or the County shall disburse the grant according to the terms and conditions of the Virginia Enterprise Zone program. iii. Enterprise Zone Real Property Investment Grant (estimated value $100,000.00). As a condition to and as a part of the application for a Virginia Enterprise Zone Real Property Investment Grant, PCIDA (or other Government Party, as the case may be) and the Company shall enter into a performance grant agreement with the Virginia Department of Housing and Community Development. iv. Manufacturing Sales and Use Tax Exemption (estimated value $220,500.00). The Company may realize a savings from sales and use tax exemptions of up to Two Hundred Twenty Thousand Five Hundred and 00/100 Dollars ($220,500.00), subject to the Company's compliance with all applicable rules, regulations, and requirements for claiming such exemptions. v. Up to $23,800.00 Virginia Jobs Investment Program – Small Business New Jobs Program. PCIDA shall reasonably assist the Company in applying for grants under the VEDP's Virginia Jobs Investment Program, estimated at up to Twenty Three Thousand Eight Hundred and 00/100 Dollars ($23,800.00). If such application for such grant is approved, the VEDP (or if allowed by the program, RIFA) shall disburse the grant according to the terms and conditions of the Virginia Jobs Investment Program. The Company shall reasonably cooperate with the Government Parties in connection with the applications for the State Grants, including without limitation providing financial information about the Company, the Company's planned Capital Investments, and the creation schedule of the New Jobs. The Government Parties acknowledge that one or more advances of the State Grants could be made by PCIDA or other Government Party applying for such grants, provided that the 25 7 advanced disbursements are adequately secured in the sole and absolute determination of such applicant Government Party, in the event that the Company does not meet the performance metrics or other requirements for such State Grant. Section 6. - Capital Investment Report and Unaudited Annual Financial Statements. The Company shall provide a signed report to PCIDA annually, beginning October 1, 2026, documenting the Company's progress in Capital Investment and in maintenance of the Capital Investment. The Company further agrees that each of the County's Economic Development Director and the PCIDA Treasurer or her respective designees are authorized to verify all taxable Capital Investment and related information through the Office of the Commissioner of Revenue for the County. Along with the report in this Section, the Company shall provide to PCIDA (i) unaudited financial statements covering the previous twelve (12) month period, prepared under generally accepted accounting principles (GAAP) as used in the United States of America and (ii) documentation or other information reasonably satisfactory to PCIDA demonstrating the Company’s plans to have sufficient working capital to operate its business for at least the next eighteen (18) months and to meet its required Capital Investment as set forth in this Agreement. Section 7. - Representations and Warranties of the Company. As of the date of this Agreement and continuing until the Performance Date, the Company hereby represents and warrants to each Government Party the following: a. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia as of the date of this Agreement and is authorized to transact business in the Commonwealth of Virginia and all other jurisdictions in which it is required by law. b. This Agreement, the transactions contemplated herein, and the other Recruitment Documents to be executed by the Company have been or shall have been approved by all necessary corporate action by the Company; and the persons executing this Agreement and any of the other Recruitment Documents to be executed by the Company have or shall have full and complete authority to execute and deliver the same for and on behalf of the Company. c. The execution, delivery, and performance of this Agreement, the other Recruitment Documents, and the consummation of the transactions contemplated hereby and thereby by the Company will not violate, conflict with, or result in any default under, or cause any acceleration of any obligation under, any (i) Articles of Organization, Operating Agreement, or other organizational documents of the Company; (ii) any existing contract, agreement, note, or other document to which the Company is a party, or by which the Company is bound; or (iii) any orders, decrees, or laws of any jurisdiction applicable to and binding upon the Company. d. This Agreement and all other Recruitment Documents constitute the legal, binding and enforceable obligations of the Company in accordance with the terms contained herein or therein. 26 8 e. There is no pending or threatened litigation or proceeding against the Company or any of its members which may materially adversely affect the financial condition, business operations, or business prospects of the Company. f. The Company is not in material default with respect to any existing indebtedness incurred by it. None of the Company's members is in material default with respect to any existing indebtedness incurred by any one or more of them. g. All financial statements, certificates, resolutions, and other information or documentation furnished to any one or more of the Government Parties prior to the date of this Agreement by the Company are true, correct, and accurate, and no such information fails to disclose or misrepresents any information which could materially or adversely affect the transactions contemplated in this Agreement; and the Company has not failed to disclose any information which could materially and adversely affect the business or financial condition of the Company. For purposes of this Section 7, the "Company" shall, specifically and without limitation, include any permitted assignee of the Company to any one or more of the Recruitment Documents and any wholly owned subsidiary of the Company that acquires any ownership or leasehold interest in any portion or all of the Project Site. Section 8. - Event of Default. It shall be an "Event of Default" upon the occurrence of any one or more of the following events: a. The occurrence of any material default under this Agreement, or any other Recruitment Document which is not cured within sixty (60) days after written notice to the Company of such default (or if such default cannot reasonably be cured within such sixty (60) day period, then if the Company fails to substantially begin such cure within such sixty (60) day period or fails thereafter to diligently pursue such cure); b. The Company discontinues business for a period of sixty (60) days or more, or materially changes the nature of the Company's business; c. The Company (i) files a petition or has a petition filed against it under the Bankruptcy Code or any proceeding for the relief of insolvent debtors which is not dismissed within sixty (60) days of such filing; (ii) is subject to the entry of an order for relief by any court of insolvency; (iii) makes an admission of insolvency seeking the relief provided in the Bankruptcy Code or any other insolvency law; (iv) makes an assignment for the benefit of creditors; (v) has a receiver appointed, voluntarily or otherwise, for its property; or (vi) becomes insolvent, however otherwise evidenced; d. The controlling owner of the Company (i) files a petition or has a petition filed against it under the Bankruptcy Code or any proceeding for the relief of insolvent debtors which is not dismissed within sixty (60) days of such filing; (ii) is subject to the entry of an order for 27 9 relief by any court of insolvency; (iii) makes an admission of insolvency seeking the relief provided in the Bankruptcy Code or any other insolvency law; (iv) makes an assignment for the benefit of creditors; (v) has a receiver appointed, voluntarily or otherwise, for its property; or (vi) becomes insolvent, however otherwise evidenced; e. The Company is not in good standing with the Virginia State Corporation Commission after having received at least sixty (60) days written notice from the Commission; or f. An officer or member of the Company (i) is convicted of a felony, or (ii) is convicted of any other crime involving lying, cheating, stealing, fraud, misappropriation, or other similar acts of dishonesty. For purposes of this Section 8, the "Company" shall, specifically and without limitation, include any permitted assignee of the Company to any one or more of the Recruitment Documents and any wholly owned subsidiary of the Company that acquires any ownership or leasehold interest in any portion or all of the Project Site. Section 9. - Upon Occurrence of an Event of Default. In addition to and not in lieu of any other remedies or relief made available to any one or more of the Government Parties under this Agreement, at law or in equity, upon the occurrence of an Event of Default, irrespective of whether any Government Party has terminated this Agreement, each Government Party (as the case may be) may elect any one or more of the following: a. The Government Party may immediately cease to disburse any further payments (including without limitation rebates) to or for the Company under this Agreement or the Recruitment Documents; b. The Government Party may give written notice to the Company exercising the right to accelerate the Company's obligation to repay its unpaid indebtedness of the Company to that Government Party, declaring the outstanding balance to be immediately due and payable; c. Upon giving written notice to the Company, the Government Party shall have the right, but not the obligation, to offset any amounts owed by the Government Party against amounts owed or claimed to be owed by the Company; and/or d. Upon demand of PCIDA, the Company shall pay back the Tax Rebates as set forth in Section 10 below. e. The Government Party may pursue any and all other remedies available to it under this Agreement, any one or more of the Recruitment Documents or applicable law. Section 10. - Repayments to PCIDA. a. Repayment of Tax Rebates for Failure to make the Capital Investment and/or to 28 10 create and to maintain New Jobs. In the event the Company fails to make the Capital Investment and/or to create and to maintain New Jobs as required under this Agreement and such failure constitutes an Event of Default, the Company shall repay to PCIDA portions of the Tax Rebates in an amount equal to the sum of the following: i. Failure to Make the Capital Investment. An amount equal to fifty percent (50%) of the total amount of the Tax Rebates actually disbursed as of the Performance Date, minus the following calculation: an amount equal to the Capital Investment actually made by the Company as of the Performance Date multiplied by a fraction, (A) the numerator of which is fifty percent (50%) of the total amount of the Tax Rebates actually disbursed as of the Performance Date, and (B) the denominator of which is Five Million One Hundred Thirty Thousand and 00/100 Dollars ($5,130,000.00); plus ii. Failure to Create and to Maintain New Jobs. An amount equal to fifty percent (50%) of the total amount of the Tax Rebates actually disbursed as of the Performance Date, minus the following calculation: an amount equal to the New Jobs actually Maintained by the Company as of Performance Date multiplied by a fraction, (A) the numerator of which is fifty percent (50%) of the total amount of the Tax Rebates actually disbursed as of the Performance Date, and (B) the denominator of which is twenty five (25) New Jobs. b. Repayment of the Tobacco Region Opportunity Fund Grant for Failure to make the Capital Investment and/or to create and to maintain New Jobs. In the event the Company fails to make the Capital Investment and/or to create and to maintain New Jobs as required under this Agreement and such failure constitutes an Event of Default, the Company shall repay to PCIDA portions of the Tobacco Region Opportunity Fund Grant in an amount equal to the sum of the following: i. Failure to Make the Capital Investment. An amount equal to fifty percent (50%) of the total amount of the Tobacco Region Opportunity Fund Grant actually disbursed as of the Performance Date, minus the following calculation: an amount equal to the Capital Investment actually made by the Company as of the Performance Date multiplied by a fraction, (A) the numerator of which is fifty percent (50%) of the total amount of the Tobacco Region Opportunity Fund Grant actually disbursed as of the Performance Date, and (B) the denominator of which is Five Million One Hundred Thirty Thousand and 00/100 Dollars ($5,130,000.00); plus ii. Failure to Create and to Maintain New Jobs. An amount equal to fifty percent (50%) of the total amount of the Tobacco Region Opportunity Fund Grant actually disbursed as of the Performance Date, minus the following calculation: an amount equal 29 11 to the New Jobs actually Maintained by the Company as of Performance Date multiplied by a fraction, (A) the numerator of which is fifty percent (50%) of the total amount of the Tobacco Region Opportunity Fund Grant actually disbursed as of the Performance Date, and (B) the denominator of which is twenty five (25) New Jobs. The Company shall pay the sums described in this Section 10 no later than sixty (60) days after the date on which the Company is given written notice of such Event(s) of Default described in this Section. Section 11. - Audit and Guideline Requirements. Upon reasonable prior written request, the Company shall allow each of the County's Economic Development Director and the PCIDA Treasurer (or her respective designees) reasonable access during regular business hours to all records pertaining to the Company's employment and investment at the New Facility, and the Company shall cooperate with PCIDA in any audit of such records by furnishing all information necessary to verify the Company's performance under this Agreement. In return, each of PCIDA and the County agrees to maintain the confidentiality of any and all proprietary, confidential and/or sensitive information, including without limitation personal payroll earnings or similar information that those Government Parties or its designees may receive or access. Section 12. - Force Majeure. Notwithstanding the foregoing, if the Company does not meet the New Job and Capital Investments requirements because of an Event of Force Majeure, the Performance Date will be extended day-for-day by the delay in meeting the targets caused by the Event of Force Majeure. Section 13. - Subject to Annual Appropriations. As provided under Virginia law, the obligations of the Government Parties to pay the cost of performing its obligations under this Agreement are subject to and dependent upon annual appropriations being made from time to time by the governing body of such Government Party, for such purpose. Section 14. - Non-waiver. No waiver of any term or condition of this Agreement by any party shall be deemed a continuing or further waiver of the same term or condition or a waiver of any other term or condition of this Agreement. Section 15. - Attorneys' Fees. Each of the parties shall be solely responsible for their respective attorneys' fees in the negotiating, drafting, and execution of this Agreement and any of the transactions contemplated hereby. Section 16. - Other Documents. The parties agree that they shall execute, acknowledge, and deliver all such further documents as may be reasonably required to carry out and consummate the transactions contemplated by this Agreement. Section 17. - Default. In the event that a party to this Agreement incurs attorneys' fees and/or costs in pursuing or defending an alleged breach of this Agreement, the non-prevailing party, in addition to any other remedy, shall be responsible for the reasonable attorneys' fees and 30 12 costs incurred by the prevailing party. The parties retain all rights at law and in equity to enforce the provisions of this Agreement in accordance with applicable law. Section 18. - Entire Agreement. This Agreement and the schedules hereto contain the entire agreement and understanding of the parties to this Agreement with respect to the transactions contemplated hereby; and this Agreement and the schedules hereto supersede all prior understandings and agreements of the parties with respect to the subject matter hereof. Section 19. - Headings. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Section 20. - Notices. Any notice required or contemplated to be given to any of the parties by any other party shall be in writing and shall be given by hand delivery, certified or registered United States mail, or a private courier service which provides evidence of receipt as part of its service, as follows: If to the County: Attn.: Matthew D. Rowe Director of Economic Development 1 Center Street P.O. Box 426 Chatham, VA 24531 With a copy to: County Attorney’s Office 1 Center Street P.O. Box 426 Chatham, VA 24531 If to PCIDA: Attn.: Matthew D. Rowe Director of Economic Development 1 Center Street P.O. Box 426 Chatham, VA 24531 With a copy to: County Attorney’s Office 1 Center Street P.O. Box 426 Chatham, VA 24531 If to the Company: Green Recycle USA LLC Attn.: ______________ 200 Learner Lane Blairs, VA 24527 With a copy to: _______________ _______________ _______________ _______________ Any party may change the address to which notices hereunder are to be sent to it by giving written notice of such change in the manner provided herein. A notice given hereunder shall be deemed given on the date of hand delivery, deposit with the United States Postal Service properly addressed 31 13 and postage prepaid, or delivery to a courier service properly addressed with all charges prepaid, as appropriate. Copies as set forth in this Section 20 are provided as a courtesy and shall not be required to effectuate notice as provided herein. Section 21. - Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The parties hereby submit to the exclusive jurisdiction of the state court located in Pittsylvania County, Virginia, or the U.S. District Court for the Western District of Virginia (Danville Division), in any action or proceeding arising out of, or related to this Agreement, and the parties hereby agree that all claims in respect of any action or proceeding shall be heard or determined only in either of these courts. The parties agree that a final judgment in any action or proceeding shall, to the extent permitted by applicable law, be conclusive and may be enforced in other jurisdictions by suit on the judgment, or in any other manner provided by applicable law related to the enforcement of judgments. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumptions or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. Section 22. - Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, and legal representatives. Section 23. - Amendment, Modification and/or Supplement. The parties may amend, modify, and/or supplement this Agreement in such manner as may be agreed upon by the parties, provided such amendments, modifications, and/or supplement are reduced to writing and signed by the parties or their successors in interest. Section 24. - Gender and Number. Throughout this Agreement, wherever the context requires or permits, the neuter gender shall be deemed to include the masculine and feminine, and the singular number to include the plural, and vice versa. Section 25. - Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. Section 26. - Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Section 27. - Survival. Any termination, cancellation or expiration of this Agreement notwithstanding, provisions which are by their terms intended to survive and continue shall so survive and continue. Section 28. - No Third-Party Beneficiaries. Nothing in this Agreement is intended, nor will be deemed, to confer any rights or remedies upon any person or legal entity not a party to this Agreement. 32 14 WITNESS our signature and seal to this LOCAL PERFORMANCE AGREEMENT as of the date first above written: INDUSTRIAL DEVELOPMENT AUTHORITY OF PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia By: _______________________________ Joey Faucette, Chairman (SEAL) ATTEST: ______________________________ Matthew D. Rowe Secretary Industrial Development Authority of Pittsylvania County COMMONWEALTH OF VIRGINIA, AT LARGE CITY/COUNTY OF _______________________, to-wit: The foregoing instrument was acknowledged before me this _____ day of _______________ 2025, by JOEY FAUCETTE, in his capacity as Chairman of PITTSYLVANIA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia, on behalf of such entity. My commission expires: ________________________________. ________________________________________ Notary Public Registration No. ____________________ List of Schedules 1(e) - Summary of Incentives 33 15 WITNESS our signature and seal to this LOCAL PERFORMANCE AGREEMENT as of the date first above written: COUNTY OF PITTSYLVANIA, VIRGINIA, a political subdivision of the Commonwealth of Virginia By: _______________________________ Robert M. Tucker, Jr., Chairman Board of Supervisors (SEAL) ATTEST: ______________________________ Kaylyn McCluster Clerk Board of Supervisors of Pittsylvania County COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF PITTSYLVANIA, to-wit: The foregoing instrument was acknowledged before me this _____ day of _______________ 2025, by ROBERT M. TUCKER, JR., in his capacity as Chairman of the Board of Supervisors of COUNTY OF PITTSYLVANIA, VIRGINIA, a political subdivision of the Commonwealth of Virginia, on behalf of such entity. My commission expires: ________________________________. ________________________________________ Notary Public Registration No. ____________________ List of Schedules 1(e) - Summary of Incentives 34 16 WITNESS our signature and seal to this LOCAL PERFORMANCE AGREEMENT as of the date first above written: GREEN RECYCLE USA LLC, a Virginia limited liability company By: _________________________________ Name: _________________________________ Title: _________________________________ (SEAL) STATE OF ______________________________________________ CITY/COUNTY OF _______________________, to-wit: The foregoing instrument was acknowledged before me this _____ day of _______________ 2025, by ____________________, in his capacity as __________________ of GREEN RECYCLE USA LLC, a Virginia limited liability company, on behalf of such entity. My commission expires: ________________________________. ________________________________________ Notary Public Registration No. ____________________ List of Schedules 1(e) - Summary of Incentives 35 17 Schedule 1(e) (Summary of Incentives) Local Incentives* Estimated Value or Max. Value Long-Term/High Impact 50% Real Estate Tax Rebate, for Year 1 through Year 5 (§5(a)) $28,000.00 Long-Term/High Impact 50% Machinery and Tools Tax Rebate, for Year 1 through Year 5 (§5(b)) $37,125.00 Waiver of Building Zoning and Land Disturbance Permit Fees, and Water and Sewer Fees (§5(c)) $50,000.00 Tobacco Region Opportunity Fund Grant (§5(d)) $26,500.00 Pittsylvania County Enterprise Zone Jobs Grant (§5(e)) $21,000.00 TOTAL LOCAL INCENTIVES $162,625.00 *Any and all local incentive disbursements shall be made after the Performance Date. State Incentives Estimated Value or Max. Value Commonwealth Opportunity Fund Grant (§5(f)(i)) $150,000.00 Virginia Enterprise Zone Job Creation Grant (§5(f)(ii)) $80,800.00 Virginia Enterprise Zone Real Property Investment Grant (§5(f)(iii)) $100,000.00 Manufacturing Sales & Use Tax Exemption (§5(f)(iv)) $220,500.00 Virginia Job Investment Program (Reimbursement Grant) (§5(f)(v)) $23,800.00 TOTAL STATE INCENTIVES $575,100.00 TOTAL INCENTIVES $737,725.00 36 COMMONWEALTH’S DEVELOPMENT OPPORTUNITY FUND PERFORMANCE AGREEMENT This PERFORMANCE AGREEMENT (the “Agreement”) made and entered this 23rd day of June, 2025, by and among the COUNTY OF PITTSYLVANIA, VIRGINIA (the “Locality”), a political subdivision of the Commonwealth of Virginia (the “Commonwealth”), GREEN RECYCLE USA, LLC, a Virginia limited liability company, the VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP AUTHORITY (“VEDP”), a political subdivision of the Commonwealth, and the INDUSTRIAL DEVELOPMENT AUTHORITY OF PITTSYLVANIA COUNTY, VIRGINIA (the “Authority”), a political subdivision of the Commonwealth. WITNESSETH: WHEREAS, the Locality has been awarded a grant of and expects to receive $150,000 (the “COF Grant”) from the Commonwealth’s Development Opportunity Fund (the “Fund”) through VEDP for the purpose of inducing the Company to construct, equip and operate a manufacturing facility in the Locality (the “Facility”), thereby making a significant Capital Investment, and creating and Maintaining a significant number of New Jobs, as such capitalized terms are hereinafter defined; WHEREAS, the Locality is willing to provide the funds to the Authority with the expectation that the Authority will provide the funds to or for the use of the Company, provided that the Company meets certain criteria relating to Capital Investment and New Jobs; WHEREAS, the Locality, the Authority, the Company, and VEDP desire to set forth their understanding and agreement as to the payout of the COF Grant, the use of the COF Grant proceeds, and the obligations of the Company regarding Capital Investment and New Jobs; WHEREAS, the construction, equipping and operation of the Facility will entail a capital expenditure by or on behalf of the Company of approximately $4,300,000, of which approximately $3,500,000 will be invested in machinery and tools, approximately $200,000 will be invested in furniture, fixtures and business personal property, and approximately $600,000 will be invested in the construction, expansion and up-fit of the buildings for the Facility; WHEREAS, the construction, equipping and operation of the Facility will further entail the creation and Maintenance of 28 New Jobs at the Facility; and WHEREAS, the stimulation of the additional tax revenue and economic activity to be generated by the Capital Investment and New Jobs constitutes a valid public purpose for the expenditure of public funds and is the animating purpose for the COF Grant: NOW, THEREFORE, in consideration of the foregoing, the mutual benefits, promises and undertakings of the parties to this Agreement, and other good and valuable consideration, the 1 Green Recycle USA COF Performance Agreement 37 2 Green Recycle USA COF Performance Agreement receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows. Section 1. Definitions. For the purposes of this Agreement, the following terms shall have the following definitions: “Capital Investment” means a capital expenditure by or on behalf of the Company in taxable real property, taxable tangible personal property, or both, at the Facility. The purchase or lease of machinery and tools or furniture, fixtures, and business personal property, including under an operating lease, and expected building construction and up-fit by or on behalf of the Company will qualify as Capital Investment. “Capital Investment Target” means that the Company has made or caused to be made and retained Capital Investments of at least $4,300,000. “Fund” means the Commonwealth’s Development Opportunity Fund. “Maintain” means that the New Jobs will continue without interruption from the date of creation through the date that the level of achievement of the New Jobs Target is being tested, including the Performance Date. Positions for the New Jobs will be treated as Maintained during periods in which such positions are not filled due to (i) temporary reductions in the Company’s employment levels (so long as there is active recruitment for open positions), (ii) strikes, and (iii) other temporary work stoppages. “New Job” means new permanent full-time employment of an indefinite duration at the Facility for which the standard fringe benefits are provided by the Company for the employee, and for which the Company pays an average annual wage of at least $56,857. Average annual wage means the average annual salary of full-time positions at the Facility determined by dividing total payroll (of a type included in W-2 compensation) provided to full-time positions at the Facility by the number of full-time positions at the Facility. Each New Job must require a minimum of either (i) 35 hours of an employee’s time per week for the entire normal year of the Company’s operations, which “normal year” must consist of at least 48 weeks, or (ii) 1,680 hours per year. Seasonal or temporary positions, positions created when a job function is shifted from an existing location in the Commonwealth, and positions with construction contractors, vendors, suppliers and similar multiplier or spin-off jobs shall not qualify as New Jobs. “New Jobs Target” means that the Company has created and Maintained at least 28 New Jobs. “Performance Date” means June 30, 2029. “Performance Report” means a report to be filed by the Company in accordance with Section 5. The “Final Performance Report” is to be filed within 90 days after the Performance 38 3 Green Recycle USA COF Performance Agreement Date. As noted in Section 5, the Locality, the Authority and VEDP may each request a Performance Report at other dates prior to the Performance Date. “Targets” means the Capital Investment Target and the New Jobs Target, all to be achieved as of the Performance Date. “Virginia Code” means the Code of Virginia of 1950, as amended. Section 2. Targets; Statutory Criteria. (a) Targets: The Company will construct, equip and operate the Facility, and achieve the Targets. (b) Encouragement to Offer New Jobs to Residents of the Commonwealth: The Locality, the Authority, and VEDP hereby strongly encourage the Company to ensure that at least 30% of the New Jobs are offered to “Residents” of the Commonwealth, as defined in Virginia Code Section 58.1-302. In pertinent part, that definition includes natural persons domiciled in Virginia or natural persons who, for an aggregate of more than 183 days of the year, maintained a place of abode within the Commonwealth, whether domiciled in the Commonwealth or not. (c) Prevailing Wage; Unemployment and Poverty Rates: The average annual wage of the New Jobs of at least $56,857 is more than the prevailing average annual wage in the Locality of $48,067. The Locality is a high-unemployment locality, with an unemployment rate of 3.1% as compared to the 2023 statewide unemployment rate of 2.9%. The Locality is a high-poverty locality, with a poverty rate of 13.7% as compared to the 2023 statewide poverty rate of 10.2%. (d) Disclosure of Political Contributions:The Company acknowledges that the name of the Company will be shared by VEDP with the Governor of Virginia, and any campaign committee or political action committee associated with the Governor. The Company acknowledges that within 18 months of the date of this Agreement, the Governor, his campaign committee, and his political action committee will submit to the Virginia Conflict of Interest and Ethics Advisory Council a report listing any contribution, gift, or other item with a value greater than $100 provided by the Company to the Governor, his campaign committee, or his political action committee, respectively, during the period from the date of the Company’s application for the COF Grant through the one-year period immediately after the date of this Agreement. (e) Support for Virginia’s and Locality’s Economic Development Efforts: Recognizing that it is in the best interest of all parties for the Commonwealth and the Locality to achieve sustained economic growth, the parties will periodically engage with one another to advise on economic development strategies and initiatives for the Commonwealth and the Locality, such as promoting the attributes of the Commonwealth and the Locality as places to do business, or highlighting important industry trends and/or business development opportunities that the Commonwealth or the Locality may wish to pursue. Such engagement would include the Company’s participation in occasional business retention and expansion visits from VEDP 39 4 Green Recycle USA COF Performance Agreement personnel, as deemed appropriate based on the project parameters and nature of the incentives provided to the Company. (f)Compliance with Environmental Laws: The Company covenants to (i) comply in all material respects with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws") with respect to its operations at the Facility, (ii) receive all material permits, licenses or other approvals required of the Company under applicable Environmental Laws to conduct its business at the Facility, and (iii) remain in compliance with all material terms and conditions of any such permit, license or approval. If the Company fails to comply with this covenant and fails to rectify the noncompliance within 30 days of notice from VEDP, VEDP shall have the option to terminate this Agreement in accordance with Section 7. Section 3. Disbursement of COF Grant. (a)General Provisions: The disbursement of the COF Grant proceeds to the Company will serve as an inducement to the Company to achieve the Targets. The COF Grant is to be allocated as 10% ($15,000) for the Company’s Capital Investment Target, and 90% ($135,000) for the Company’s New Jobs Target. The statutory minimum requirements for a COF Grant in the Locality require that the Company (1) make or cause to be made and retained a Capital Investment of at least $1,500,000 and (2) create and Maintain at least 15 New Jobs (the “Statutory Minimum Requirements”). The COF Grant proceeds shall be retained in the Fund until needed for disbursement or the COF Grant is withdrawn in accordance with the terms of this Agreement. (b)Disbursement of the COF Grant: Within 90 days after the Performance Date, the Company will deliver the Final Performance Report. Through this report, the Company will provide notice and evidence satisfactory to the Locality, the Authority and VEDP of the amount of Capital Investments made or caused to be made and retained, and the number of New Jobs created and Maintained, by the Company as of the Performance Date. The Final Performance Report will be subject to verification by the Locality and VEDP. Upon such verification, the amount of the COF Grant proceeds to be disbursed to the Company, if any, shall be determined as follows: (i)If Statutory Minimum Requirements Not Met: If, as of the Performance Date, the Company has not achieved both of the Statutory Minimum Requirements, the Company will not receive any of the proceeds of the COF Grant. 40 5 Green Recycle USA COF Performance Agreement (ii) If Targets Met:If, as of the Performance Date, the Company has achieved the Capital Investment Target and the New Jobs Target, the Company will receive all $150,000 of the proceeds of the COF Grant. (iii)If Statutory Minimum Requirements Met, but Targets Not Met: If, as of the Performance Date, the Company has achieved both of the Statutory Minimum Requirements, but has not achieved the full Capital Investment Target and the full New Jobs Target, the Company will qualify for a reduced disbursement of the COF Grant, reflecting a proportional amount of the Target or Targets for which there is a shortfall. For example, if as of the Performance Date, only $3,870,000 of the Capital Investment has been retained (reflecting achievement of 90% of the Capital Investment Target), only 21 New Jobs have been created and Maintained (reflecting achievement of 75% of the New Jobs Target), the Company will receive $13,500 (reflecting 90% of the $15,000 of the COF Grant allocated to the Capital Investment Target), plus $101,250 (reflecting 75% of the $135,000 of the COF Grant allocated to the New Jobs Target), for a total of $114,750. These amounts reflect the percentages of the shortfall from the Capital Investment Target and the New Jobs Target, each such shortfall multiplied by the portion of the COF Grant proceeds available to the Company allocated to that Target. Within 30 days after verification of the Final Performance Report, if any amount of COF Grant proceeds is available for disbursement to the Company, as determined in accordance with the foregoing calculations, VEDP will disburse that amount to the Locality. Within 30 days after receipt of such amount, the Locality will disburse such COF Grant proceeds to the Authority. Within 30 days after receipt of such amount, the Authority will disburse such COF Grant proceeds to the Company. If any amount of COF Grant proceeds has not been earned by the Company, the amount not disbursed will be retained in the Fund and will be available for other economic development projects. (c) Use of the COF Grant Proceeds: The Company will use the COF Grant proceeds to pay or reimburse the cost of construction or build-out of publicly or privately owned buildings for the Facility, as permitted by Section 2.2-115(D) of the Virginia Code. Section 4. Break-Even Point; State and Local Incentives. (a) State-Level Incentives:VEDP has estimated that the Commonwealth will reach its “break-even point” by the Performance Date. The break-even point compares new revenues realized as a result of the Capital Investment and New Jobs at the Facility with the Commonwealth’s expenditures on discretionary incentives, including but not limited to the COF Grant. With regard to the Facility, the Commonwealth expects to provide discretionary incentives in the following amounts: 41 6 Green Recycle USA COF Performance Agreement Category of Incentive: Total Amount COF Grant $150,000 Virginia Jobs Investment Program (“VJIP”) (Estimated) $23,800 Enterprise Zone Job Creation Grant (“EZJCG”) (Estimated) $80,800 Enterprise Zone Real Property Investment Grant (“EZRPIG”) (Estimated)$100,000 The proceeds of the COF Grant shall be used for the purposes described in Section 3(c). The VJIP grant proceeds shall be used by the Company to pay or reimburse itself for recruitment and training costs. The proceeds of the EZRPIG and the EZJCG may be used by the Company for any lawful purpose. (b) Local-Level Incentives: The Locality and the Authority expect to provide the following incentives, as matching grants or otherwise, for the Facility by the Performance Date: Category of Incentive:Total Amount Fee Waivers $50,000 Real Estate Tax Rebates $17,024 Machinery and Tools Rebates $37,125 New Jobs Grant $21,000 Tobacco Region Opportunity Fund Grant (Estimated) $26,500 If, by the Performance Date, the total value of all Local-Level Incentives disbursed or provided, or committed to be disbursed or provided, by the Locality to the Company is less than the $150,000 COF Grant local match requirement, the Locality, subject to appropriation, will make an additional grant to the Company of the difference promptly after Performance Date, so long as the Company has met its Targets. (c) Other Incentives: This Agreement relates solely to the COF Grant. The qualification for, and payment of all State-Level Incentives and Local-Level Incentives, except for the COF Grant, will be governed by separate arrangements between the Company and the entities offering the other incentives. Section 5. Company Reporting. (a) Performance Reporting: The Company shall provide, at the Company’s expense, in the form attached hereto as Exhibit A, detailed Performance Reports satisfactory to the Locality, the Authority and VEDP of the Company’s progress on the Targets. The Performance Reports are due by each October 1, commencing October 1, 2026, reflecting the Company’s progress toward the Targets as of the prior June 30. Further, the Company shall provide such Performance Reports at such other times as the Locality, the Authority or VEDP may require. 42 7 Green Recycle USA COF Performance Agreement (b) Final Performance Report:The Company shall provide, at the Company’s expense, in the form attached hereto as Exhibit B, a detailed Final Performance Report satisfactory to the Locality, the Authority and VEDP of the Company’s achievement of the Targets as of the Performance Date. This Final Performance Report shall be filed within 90 days after the Performance Date. Should the Company be unable to file the Final Performance Report within the 90-day timeframe, the Company may request a 60-day delay in filing the Final Performance Report. VEDP will require a $3,000 fee, payable to VEDP, to process the request for the filing delay. Should the Company not file the Final Performance Report within the 90-day window nor request a filing delay (including payment of the required fee), or if the Company requests a filing delay but does not file the Final Performance Report prior to the new filing deadline, VEDP will withhold any COF Grant payment that might otherwise be due, and all rights of the Company under this Agreement will automatically terminate. Section 6. Verification of Targets. (a) Verification of Capital Investment: The Company hereby authorizes the Locality, including the Locality’s Commissioner of the Revenue and Treasurer, to release to VEDP the Company’s real estate tax, business personal property tax and machinery and tools tax information. Such information shall be marked and considered confidential and proprietary and shall be used by VEDP solely for verifying satisfaction of the Capital Investment Target. If the Locality, the Office of the Commissioner of the Revenue or the Office of the Treasurer should require additional documentation or consents from the Company to access such information, the Company shall promptly provide, at the Company’s expense, such additional documentation or consents as the Locality or VEDP may request. In accordance with Virginia Code Section 58.1- 3122.3, VEDP is entitled to receive the Company’s real estate tax, business personal property tax and machinery and tools tax information from the Locality’s Commissioner of the Revenue. (b) Verification of New Jobs and Wages: The Company must submit a copy of its four most recent Employer’s Quarterly Tax Reports (Form FC-20) with the Virginia Employment Commission with the Final Performance Report. The forms shall be marked and considered confidential and proprietary and shall be used by VEDP solely for verifying satisfaction of the New Jobs Target. In accordance with Virginia Code Section 60.2-114, VEDP is entitled to receive the Company’s employment level and wage information from the Virginia Employment Commission. The Company agrees that it will report to the Virginia Employment Commission with respect to its employees at a facility-level, rather than at the company-level. (c) Additional Documentation: In addition to the verification data described above, in the sole discretion of the Locality, the Authority or VEDP, the Locality, the Authority or VEDP, may each require such other documentation or audits as may be required to properly verify the Capital Investment or New Jobs. 43 8 Green Recycle USA COF Performance Agreement Section 7. Possible Termination of this Agreement and Redeployment of COF Grant Proceeds. If the Locality, the Authority or VEDP shall determine at any time prior to the Performance Date that the Company is unable or unwilling to meet and Maintain its Targets by and through the Performance Date, and if the Locality, the Authority or VEDP shall have promptly notified the Company of such determination, this Agreement will be terminated, no further disbursements of the COF Grant proceeds will be made to the Company, and the amount not disbursed will be retained in the Fund and made available for other economic development projects. Such a determination will be based on such circumstances as a filing by or on behalf of the Company under Chapter 7 of the U.S. Bankruptcy Code, the liquidation of the Company, an abandonment of the Facility by the Company, a failure to comply with the covenant provided in Section 2(f), or other similar significant event that demonstrates that the Company will be unable or is unwilling to satisfy the Targets for the COF Grant. Section 8. Notices.Formal notices and communications between the parties shall be given either by (i) personal service, (ii) delivery by a reputable document delivery service that provides a receipt showing date and time of delivery, (iii) mailing utilizing a certified or first class mail postage prepaid service of the United States Postal Service that provides a receipt showing date and time of delivery, or (iv) delivery by electronic mail (email) with transmittal confirmation and confirmation of delivery, addressed as noted below. Notices and communications personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices and communications mailed shall be deemed effective on the second business day following deposit in the United States mail. Notices and communications delivered by email shall be deemed effective the next business day, not less than 24 hours, following the date of transmittal and confirmation of delivery to the intended recipient. Such written notices and communications shall be addressed to: if to the Company, to: with a copy to: Green Recycle USA, LLC 200 Learner Ln Blairs VA 24527 Email: poonam@greenrecycleusa.com Attention: Poonam Sharma Pramod Raghav 200 Learner Ln Blairs VA 24527 Email: y.reddy@greenrecycleusa.com 44 9 Green Recycle USA COF Performance Agreement if to the Locality, to: with a copy to: County of Pittsylvania, Virginia 1 Center Street P.O. Box 426 Chatham, Virginia 24531 Email: matthew.rowe@pittgov.org Attention: Matthew D. Rowe, Director of Economic Development Gravitt Law Group, PLC 75 Maple Avenue P.O. Box 999 Halifax, VA 24558 Email: matt@gravittlaw.com Attention: Matthew W. Evans, Esq. if to the Authority, to: with a copy to: Industrial Development Authority of Pittsylvania County, Virginia c/o County of Pittsylvania, Virginia 1 Center Street P.O. Box 426 Chatham, Virginia 24531 Attention: Chairman County of Pittsylvania, Virginia 1 Center Street P.O. Box 426 Chatham, Virginia 24531 Email: matthew.rowe@pittgov.org Attention: Matthew D. Rowe, Director of Economic Development if to VEDP, to: with a copy to: Virginia Economic Development Partnership One James Center, Suite 900 901 East Cary Street Richmond, Virginia 23219 Email: ceo@vedp.org Attention: President and CEO Virginia Economic Development Partnership One James Center, Suite 900 901 East Cary Street Richmond, Virginia 23219 Email: generalcounsel@vedp.org Attention: General Counsel Each party may change the address for service of notice upon it by a notice in writing to the other parties hereto. Section 9. Miscellaneous. (a)Entire Agreement; Amendments: This Agreement constitutes the entire agreement among the parties hereto as to the COF Grant and may not be amended or modified, except in writing, signed by each of the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Company may not assign its rights and obligations under this Agreement without the prior written consent of the Locality, the Authority and VEDP. (b)Governing Law; Venue: This Agreement is made, and is intended to be performed, in the Commonwealth and shall be construed and enforced by the laws of the Commonwealth. Jurisdiction and venue for any litigation arising out of or involving this Agreement shall lie in the Circuit Court of the City of Richmond, and such litigation shall be brought only in such court. 45 10 Green Recycle USA COF Performance Agreement (c)Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall be one and the same instrument. (d)Severability: If any provision of this Agreement is determined to be unenforceable, invalid or illegal, then the enforceability, validity and legality of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law. (e)Attorney’s Fees: Attorney’s fees shall be paid by the party incurring such fees. (f)Force Majeure: Notwithstanding the foregoing provisions of this Agreement, if the Company does not achieve a Target or take any action required under this Agreement because of an “Event of Force Majeure” (as defined below), the time for achieving the applicable Target or taking such action will be extended day-for-day by the delay in meeting the applicable Target or taking such action caused by the Event of Force Majeure. “Event of Force Majeure” means without limitation, any of the following: acts of God; strikes, lockouts or other industrial disturbances; act of public enemies; orders of any kind of the government of the United States of America or of the Commonwealth or any of their respective departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; riots; epidemics; pandemics; landslides; lightning; earthquakes; fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals not caused by the Company; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Company. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 46 11 Green Recycle USA COF Performance Agreement IN WITNESS WHEREOF, the parties hereto have executed this Performance Agreement as of the date first written above. COUNTY OF PITTSYLVANIA, VIRGINIA By Name: Title: Date: _________________________ INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF PITTSYLVANIA, VIRGINIA By Name: Title: Date: _________________________ GREEN RECYCLE USA, LLC By Name: Title: Date: _________________________ VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP AUTHORITY By Name: Jason El Koubi Title: President and CEO Date: _________________________ Exhibit A: Performance Report Form Exhibit B: Final Performance Report Form 47 12 Green Recycle USA COF Performance Agreement Exhibit A PERFORMANCE REPORT COMMONWEALTH’S DEVELOPMENT OPPORTUNITY FUND PROJECT SUMMARY: Project Location Amount of Grant Performance Reporting Period Performance Date PROJECT PERFORMANCE: Performance Measurement Target As of _______ % Complete New Jobs (over ___ baseline)1 Confidence level target will be reached by Performance Date shown above (check one) High Moderate Low Capital Investment (provide breakdown below) Confidence level target will be reached by Performance Date shown above (check one) High Moderate Low Average Annual Wage N/A Confidence level target will be reached by Performance Date shown above (check one) High Moderate Low Standard Fringe Benefits (check one) Yes No N/A 1Data will be verified using Virginia Employment Commission records. Attach the company’s four most recent Quarterly Tax Reports (Form FC-20) filed with the Virginia Employment Commission. 48 13 Green Recycle USA COF Performance Agreement Capital Investment Breakdown Amount Land $ Land Improvements New Construction or Expansion Renovation or Building Up-fit Production Machinery and Tools Furniture, Fixtures and Equipment Other Total $ COMMENTS: Discuss project status, including the current level of new jobs and capital investment, progress on targets, changes or likely changes in project’s nature that may impact achievement of targets, and other information relevant to project performance. If the project is not on track to meet targets, please provide an explanation. TO BE CERTIFIED BY AN OFFICER OF THE COMPANY: I certify that I have examined this report and to the best of my knowledge and belief, it is true, correct, and complete. Company: Submitted By: Signature of Official Name: Print Name Title: Date: _________________________ Please return to: Kim Ellett, Director of Compliance, Virginia Economic Development Partnership, 804.545.5618, kellett@vedp.org 49 14 Green Recycle USA COF Performance Agreement Exhibit B FINAL PERFORMANCE REPORT COMMONWEALTH’S DEVELOPMENT OPPORTUNITY FUND PROJECT SUMMARY: Project Location Amount of Grant Performance Date PROJECT PERFORMANCE:1 Performance Measurement Target As of ________, 20__ % Complete New Jobs (over baseline)2 Capital Investment (provide breakdown below)3 Average Annual Wage N/A Standard Fringe Benefits 1Final, actual performance will be reported on VEDP’s public reporting website. 2 Attach the company’s four most recent Quarterly Tax Reports (Form FC-20) filed with the Virginia Employment Commission. 3 Data will be verified using records from the Commissioner of the Revenue and invoices. Capital Investment Breakdown Amount Land $ Land Improvements New Construction or Expansion Renovation or Building Up-fit Production Machinery and Tools Furniture, Fixtures and Equipment Other Total $ 50 15 Green Recycle USA COF Performance Agreement LOCAL MATCH: Goal Actual COMMENTS: Discuss Project status or the importance of the Project to the locality and region. TO BE CERTIFIED BY AN OFFICER OF THE COMPANY: I certify that I have examined this report and to the best of my knowledge and belief, it is true, correct, and complete. Company: Submitted By: Signature of Official Name: Print Name Title: Date: _________________________ Please return to: Kim Ellett, Director of Compliance, Virginia Economic Development Partnership, 804.545.5618, kellett@vedp.org 51 52 7.e. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: Project Toy Story COF and TROF Agreements Approval Staff Contact(s): Matthew Rowe Agenda Date: September 16, 2025 Item Number: 7.e. Attachment(s): 1. #4263 - Proj. Toy Story - TROF GRANT Agreement Reviewed By: SUMMARY: The company (MerryGoRound Inc.) will establish and operate a live commerce market and fulfillment center at 3401 US Highway 29, Pittsylvania County, Virginia. The property is approximately 20.17 acres. The company will enter into a 62-month "temporary lease" at the Project Site, with the option for the company to purchase the Project Site at a fixed price of $5,350,000.00 during or after the 38-month of the temporary lease term. The TROF Agreement is attached for your review. The final COF Agreement is still pending from Michael Guanzon and will be provided at, or before, the Meeting. FINANCIAL IMPACT AND FUNDING SOURCE: Here is a breakdown of incentives provided to the company as stated in the LPA: 53 *Any and all local incentive disbursements shall be made after the Performance Date Staff will work with the Company to facilitate the award of State grants based upon performance which would be provided to the Company post- performance. RECOMMENDATION: County staff recommends that the Board approve the Tobacco Region Opportunity Fund Grant Agreement (TROF), and the Commonwealth Opportunity Fund Grant Agreement (COF) for MerryGoRound Inc. as presented. MOTION: "I make a Motion to approve the Tobacco Region Opportunity Fund Grant Agreement (TROF), and the Commonwealth Opportunity Fund Grant Agreement (COF) for MerryGoRound Inc. as presented." 54 1 TOBACCO REGION OPPORTUNITY FUND PERFORMANCE AGREEMENT This PERFORMANCE AGREEMENT (this “Agreement”) made and entered as of the 1st day of July, 2025 (the “Award Date”) by and among the COUNTY OF PITTSYLVANIA VIRGINIA (the “Locality”), a political subdivision of the Commonwealth of Virginia (the “Commonwealth”), INDUSTRIAL DEVELOPMENT AUTHORITY OF PITTSYLVANIA COUNTY, VIRGINIA (the “Authority”), a political subdivision of the Commonwealth of Virginia, MERRYGOROUND, INC. (the “Company”), a Virginia corporation whose Federal Employer Identification Number is 33-2556221, and the TOBACCO REGION REVITALIZATION COMMISSION (the “Commission”), a political subdivision of the Commonwealth. WITNESSETH: WHEREAS, the Virginia General Assembly created the Commission to, among other things, stimulate the economic growth and development of tobacco-dependent communities in the Southern and Southwest regions (the “Region”) of the Commonwealth; and WHEREAS, the Commission awarded a grant in the amount of $145,500.00 to the Locality for the benefit of the Company from the Tobacco Region Opportunity Fund (the “Grant”) for the purpose of inducing the Company to undertake the Project (as defined herein); and WHEREAS, the Commission has determined that the Project will benefit the Region and is consistent with and in furtherance of the Commission’s public purposes; and WHEREAS, the Company will construct, equip and improve a warehouse and distribution/headquarters/office facility in the Locality (the “Facility”), thereby making a significant Capital Investment, and creating and maintaining a significant number of New Jobs, as such capitalized terms are hereinafter defined; and WHEREAS, the Locality will provide the Grant to or for the use of the Company, provided that the Company promises to meet certain criteria relating to Capital Investment and New Jobs; and WHEREAS, the parties desire to set forth their understanding and agreement as to the payout of the Grant and the obligations of the Company regarding Capital Investment and New Jobs; and WHEREAS, the construction, equipping, improvement and operation of the Facility will entail a capital expenditure by or on behalf of the Company of approximately $10,003,600.00 and will further entail the creation and maintenance of 203 New Jobs at the Facility; and 55 2 WHEREAS, the Commission has determined that the expenditure of the Grant to stimulate the generation of additional tax revenue and economic activity in the Region constitutes a valid public purpose for the expenditure of public funds as outlined in Section 3.2-3100, et seq. of the Code of Virginia of 1950, as amended, and is the animating purpose for the Grant: NOW, THEREFORE, in consideration of the foregoing, the mutual benefits, promises and undertakings of the parties to this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows. Section 1. Definitions. For the purposes of this Agreement, the following terms shall have the following definitions: “Capital Investment” means a capital expenditure by or on behalf of the Company in taxable real property, taxable tangible personal property, or both, at the Facility. The Capital Investment must be in addition to any new investments the Company promised to make under any other agreement with the Commission. The Capital Investment must be in addition to the capital improvements at the Facility as of the Award Date. “Earned Grant Funds” means the portion of the Grant that is due to the Company pursuant to Section 6 of this Agreement. “Maintain” means that the New Jobs will continue without interruption from the date of creation through the Performance Date. Positions for the New Jobs will be treated as Maintained during periods in which such positions are not filled due to (i) temporary reductions in the Company’s employment levels (so long as there is active recruitment for open positions), (ii) strikes, and (iii) other temporary work stoppages. “Minimum Investment Target” means the Company’s obligation to make a Capital Investment of at least $1 million. “New Job” means new permanent full-time employment of an indefinite duration at the Facility for which the standard fringe benefits are provided by the Company for the employee, and for which the Company pays an average annual wage of at least $54,985.00. Average annual wage means the average annual salary of full-time positions at the Facility determined by dividing total payroll (of a type included in W-2 compensation) provided to full-time positions at the Facility by the number of full-time positions at the Facility. Each New Job must require a minimum of either (i) 35 hours of an employee’s time per week for the entire normal year of the Company’s operations, which “normal year” must consist of at least 48 weeks, or (ii) 1,680 hours per year. Seasonal or temporary positions, positions created when a job function is shifted from an existing location in the Commonwealth, and positions with construction contractors, vendors, suppliers and similar multiplier or spin-off jobs shall not qualify as New Jobs. Net new jobs in the Commonwealth for contractors or employees of contractors who provide dedicated 56 3 full-time service to the Company may count as New Jobs, even though the Company is not directly paying the wages or providing the fringe benefits, if the other conditions set forth in this paragraph have been satisfied. The New Jobs must be in addition to any new positions the Company promised to make under any other agreement with the Commission. The New Jobs must also be in addition to the full-time jobs at the Facility as of the Award Date, as evidenced by a recent filing with the Virginia Employment Commission. “Performance Date” means the date that is the third anniversary of the Award Date. If the Locality, in consultation with the Authority and the Commission, deems that the Company is making good faith and reasonable efforts to achieve the Targets, the Locality may request an extension of the Performance Date by up to 12 months. Any extension of the Performance Date shall require the prior written approval of the Commission’s Executive Director or his designee. Any further extensions will require the approval of the Commission’s governing body. If the Performance Date is extended, the Commission shall send written notice of the extension to the Authority and the Company, and the date to which the Performance Date has been extended shall be the “Performance Date” for the purposes of this Agreement. “Project” means the Company’s completion and operation of the Facility and satisfaction of the Targets. “Targets” means the Company’s obligations to make Capital Investments at the Facility of at least $10,003,600.00 and to create and Maintain at least 203 New Jobs at the Facility, all as of the Performance Date. “Virginia Code” means the Code of Virginia of 1950, as amended. Section 2. Targets. (a) Targets: The Company will complete the Project, including making a Capital Investment of at least $10,003,600.00, and creating and Maintaining at least 203 New Jobs at the Facility, all as of the Performance Date. Section 3. Disbursement of the Grant. (a) Disbursement of the Grant in arrears: After the Performance Date, the Commission will determine the extent to which the Company met or exceeded the Targets as of the Performance Date and the amount of Earned Grant Funds that are due to the Company. Within 30 days thereafter, the Commission will pay to the Locality the Earned Grant Funds. Within 30 days thereafter, the Locality will pay to the Authority, and the Authority will pay to the Company, the Earned Grant Funds. 57 4 Section 4. Company Reporting. (a) Award Date Report: Within 30 days of the Award Date, the Company shall provide an Award Date Report in the form attached hereto as Attachment 1, that includes a statement of (1) the value of real property and other taxable assets owned by Company at the Facility as of the Award Date (if any), which may be verified by the Locality’s Commissioner of Revenue, the Authority and the Commission; and (2) the number of employees of the Company working full- time at the Facility as of the Award Date, as reflected by the Company’s report to the Virginia Employment Commission for the quarter ending most recently prior to the Award Date. (b) Progress Reporting: The Company shall provide, at the Company’s expense, in the form attached hereto as Attachment 2, detailed verification reasonably satisfactory to the Locality, the Authority, and the Commission of the Company’s progress on achieving the Targets. Such progress reports will be provided annually, starting on the first anniversary of the Award Date and covering the period through the most recently completed quarter. Further, the Company shall provide such progress reports at such other times as the Locality, the Authority, or the Commission may reasonably require. If the Company wishes to count as Capital Investments the capital expenditures made on its behalf by a lessor or a developer of the Facility, the Company is responsible for assembling and distributing the documentation necessary to verify the capital expenditures made on behalf of the Company. If the Company wishes to count as New Jobs employees of contractors, to the extent permitted in the definition of “New Jobs” in Section 1, the Company is responsible for assembling and distributing the documentation necessary to verify such New Jobs, including whether such jobs are net New Jobs in the Commonwealth. (c) Final Report: The Company shall provide, at the Company’s expense, in the form attached hereto as Attachment 3, detailed verification reasonably satisfactory to the Locality, the Authority, and the Commission of the Company’s achievement of the Targets. The final report shall be filed within 90 days after the Performance Date. Section 5. Verification of Targets. (a) Verification of Capital Investment: The Company hereby authorizes the Locality, including the Locality’s Commissioner of the Revenue and Treasurer, to release to the Authority and the Commission the Company’s real estate tax, business personal property tax and machinery and tools tax information. Such information shall be marked and considered confidential and proprietary and shall be used by the Commission solely for verifying satisfaction of the Capital Investment Target. If the Locality, the Commissioner of the Revenue, or the Treasurer should require additional documentation or consents from the Company to access such information, the 58 5 Company shall promptly provide, at the Company’s expense, such additional documentation or consents as the Locality, the Authority, or the Commission may request. In addition to the verification data described above, in the sole discretion of the Locality, the Authority, or the Commission, the Locality, the Authority, or the Commission, may each require the Company to provide at its sole expense such other documentation, including invoices, or audits as may be required to properly verify that the Company met or exceeded the Capital Investment Target. (b) Verification of New Jobs and Wages: The Company must submit a copy of its four most recent Employer’s Quarterly Tax Reports (Form FC-20) filed with the Virginia Employment Commission with each progress report and its final report. The forms shall be marked and considered confidential and proprietary and shall be used by the Commission solely for verifying satisfaction of the New Jobs Target. The Company expressly grants its consent for the Virginia Employment Commission to release all Company employment records of any kind in its possession to the Commission. The Company agrees that it will report to the Virginia Employment Commission with respect to its employees at a facility-level, rather than at the company-level. In addition to the verification data described above, in the sole discretion of the Locality, the Authority, or the Commission, the Locality, the Authority or the Commission, may each require the Company to provide at its sole expense such other documentation or audits as may be required to properly verify that the Company met or exceeded the New Jobs Target. Section 6. Partial and Full Performance. (a) If Minimum Investment Target is Not Met: The Company must satisfy the Minimum Investment Target by the Performance Date in order to be eligible for any portion of the Grant. If the Minimum Investment Target is not met by the Performance Date, the Commission will not pay any portion of the Grant and this Agreement may be terminated as provided in Section 9(f). (b) Allocation of Grant Proceeds: The Grant is to be allocated as 50% for the Company’s Capital Investment Target, and 50% for the Company’s New Jobs Target. (c) If Minimum Investment Target is Met: The provisions of this subsection (c) apply only if the Company has met the Minimum Investment Target. If the Company has not met or exceeded both Targets at the Performance Date, the Commission shall pay to the Locality that part of the Grant that is proportional to the Company’s performance toward each Target (the “Earned Grant Funds”). For example, if as of the Performance Date, the Company has attained only 75% of the Capital Investment Target and only 25% of the New Jobs Target, the Commission shall pay to the Locality 75% of the Grant proceeds allocated to the Capital Investment Target, plus 25% of the Grant proceeds allocated to the New Jobs Target. 59 6 (d) Full Performance: If the Commission determines that the Company has met or exceeded both Targets at the Performance Date, the Commission shall pay to the Locality the full amount of the Grant. Section 7. Revenue Sharing. Upon receipt of local tax revenue from the Company, the Locality will pay a portion of such revenue to the Commission as provided in the Revenue Sharing Agreement attached to this Agreement as Exhibit A. Section 8. Notices. Formal notices and communications between the Parties shall be given either by (i) personal service, (ii) delivery by a reputable document delivery service that provides a receipt showing date and time of delivery, or (iii) mailing utilizing a certified or first class mail postage prepaid service of the United States Postal Service that provides a receipt showing date and time of delivery, addressed as noted below. Notices and communications personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices and communications mailed shall be deemed effective on the second business day following deposit in the United States mail. Such written notices and communications shall be addressed to: if to the Company, to: with a copy to: MerryGoRound, Inc. 370 Forest Circle Danville, VA 24541-3246 Attention: Evans E. Richards B. Cabell Barrow, PLLC 600 W. Main Street P.O. Box 11111 (Zip 24543) Danville, VA 24541 Attention: B. Cabell Barrow, Esq. if to the Locality, to: with a copy to: Pittsylvania County Office of Economic Development 1 Center Street P.O. Box 426 Chatham, VA 24531 Attention: Matthew D. Rowe, Director County Attorney’s Office 1 Center Street P.O. Box 426 Chatham, VA 24531 60 7 if to the Authority, to: with a copy to: Industrial Development Authority of Pittsylvania County 1 Center Street P.O. Box 426 Chatham, VA 24531 Attention: Matthew D. Rowe Director of Economic Development County Attorney’s Office 1 Center Street P.O. Box 426 Chatham, VA 24531 if to the Commission, to: with a copy to: Tobacco Region Revitalization Commission 701 E. Franklin Street, Suite 501 Richmond, Virginia 23219 Attention: Executive Director Office of the Attorney General 202 N. 9th Street Richmond, Virginia 23219 Attention: Counsel to the Tobacco Region Revitalization Commission Section 9. Miscellaneous. (a) Entire Agreement; Amendments: This Agreement constitutes the entire agreement among the parties hereto as to the Grant and may not be amended or modified, except in writing, signed by each of the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Company may not assign its rights and obligations under this Agreement without the prior written consent of the Locality, the Authority and the Commission. (b) Governing Law; Venue: This Agreement is made, and is intended to be performed, in the Commonwealth and shall be construed and enforced by the laws of the Commonwealth. Jurisdiction and venue for any litigation arising out of or involving this Agreement shall lie in the Circuit Court of the City of Richmond, and such litigation shall be brought only in such court, unless the Commission’s Executive Director agrees otherwise. (c) Counterparts and Electronic Signatures: This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall be one and the same instrument. Facsimile signatures or signed copies sent by portable document format (PDF) shall be deemed originals. (d) Severability: If any provision of this Agreement is determined to be unenforceable, invalid or illegal, then the enforceability, validity and legality of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law. (e) Attorney’s Fees: Attorney’s fees shall be paid by the party incurring such fees in connection with litigation arising out of this Agreement, except that the Company, the Locality, 61 8 and the Authority (subject to receipt of necessary appropriations) shall be responsible for the Commission’s costs of collection, including reasonable attorney’s fees. (f) Termination and Survival: The Commission, after consultation with the Locality and the Authority, may terminate this Agreement by written notice to all parties in the event that the Company fails (1) to meet the Minimum Investment Target by the Performance Date; (2) to meet its reporting requirements; or (3) to make good faith and reasonable efforts to achieve the Targets prior to the Performance Date. Prior to such termination, the Commission shall provide written notice to the parties of the deficiency. The Authority shall allow the Company 10 business days from the date of such notice by which the Company may cure the deficiency and thereby avoid termination of this Agreement. In the event of such termination, the Revenue Sharing Agreement between the Locality and the Commission shall remain in effect until the Commission satisfies the repayment obligations to the Locality as provided therein. In the event this Agreement is terminated by the Authority the Company shall not receive any portion of the Grant. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 62 9 IN WITNESS WHEREOF, the parties hereto have executed this Performance Agreement as of the date first written above. COUNTY OF PITTSYLVANIA, VIRGINIA By Name: Title: Date: _________________________ INDUSTRIAL DEVELOPMENT AUTHORITY OF PITTSYLVANIA, VIRGINIA By Name: Title: Date: _________________________ MERRYGOROUND, INC. By Evans E. Richards President Date: _________________________ TOBACCO REGION REVITALIZATION COMMISSION By Name: Hon. James E. Campos Title: Executive Director Date: _________________________ Attachment 1: Award Date Report Form Attachment 2: Annual Progress Report Form Attachment 3: Final Report Form Exhibit A: Revenue Sharing Agreement 63 10 Attachment 1 Page 1 of 1 AWARD DATE REPORT TOBACCO REGION OPPORTUNITY FUND PROJECT SUMMARY: Project Location Amount of Grant Award Date Performance Date Jobs as of Award Date Number Employees of Company working full time at the Facility as of the Award Date (attach latest VEC Form FC-20) Taxable Assets Owned by Company as of Award Date Value Land associated with the Facility $ Land Improvements $ Production Machinery and Tools $ Furniture, Fixtures and Equipment $ Other Total $ TO BE CERTIFIED BY AN OFFICER OF THE COMPANY: I certify that I have examined this report and to the best of my knowledge and belief, it is true, correct, and complete. Company Name: Submitted By:________________________________________________ Signature: Print Name: Title: Date: 64 11 Attachment 2 Page 1 of 2 ANNUAL PROGRESS REPORT TOBACCO REGION OPPORTUNITY FUND PROJECT SUMMARY: Project Location Amount of Grant Performance Reporting Period Performance Date PROJECT PERFORMANCE: Performance Measurement Target As of _______ % Complete New Jobs (over ___ baseline)1 Confidence level target will be reached by Performance Date shown above (check one) High ☐ Moderate ☐ Low ☐ Capital Investment (provide breakdown below)2 Confidence level target will be reached by Performance Date shown above (check one) High ☐ Moderate ☐ Low ☐ Average Annual Wage N/A Confidence level target will be reached by Performance Date shown above (check one) High ☐ Moderate ☐ Low ☐ Standard Fringe Benefits (check one) Yes ☐ No ☐ N/A 1Data will be verified using Virginia Employment Commission records. 2Data will be verified with locality records. 65 12 Attachment 2 Page 2 of 2 Capital Investment Breakdown Amount Land $ Land Improvements $ New Construction or Expansion $ Renovation or Building Upfit $ Production Machinery and Tools $ Furniture, Fixtures and Equipment $ Other Total $ COMMENTS: Discuss project status, including the current level of new jobs and capital investment, progress on targets, changes or likely changes in project’s nature that may impact achievement of targets, and other information relevant to project performance. If the project is not on track to meet targets, please provide an explanation. TO BE CERTIFIED BY AN OFFICER OF THE COMPANY: I certify that I have examined this report and to the best of my knowledge and belief, it is true, correct, and complete. Company: Submitted By: Signature of Official Name: Print Name Title: Date: _________________________ 66 13 Attachment 3 Page 1 of 2 FINAL REPORT TOBACCO REGION OPPORTUNITY FUND PROJECT SUMMARY: Project Location Amount of Grant Performance Date PROJECT PERFORMANCE: Performance Measurement Target As of _______ % Complete New Jobs (over baseline)1 Capital Investment (provide breakdown below)2 Average Annual Wage N/A Standard Fringe Benefits Capital Investment Breakdown Amount Land $ Land Improvements $ New Construction or Expansion $ Renovation or Building Upfit $ Production Machinery and Tools $ Furniture, Fixtures and Equipment $ Other Total $ 1Data will be verified using Virginia Employment Commission records. 2Data will be verified with locality records. 67 14 Attachment 3 Page 2 of 2 COMMENTS: [Discuss Project status or the importance of the Project to the locality and region.] TO BE CERTIFIED BY AN OFFICER OF THE COMPANY: I certify that I have examined this report and to the best of my knowledge and belief, it is true, correct, and complete. Company: Submitted By: Signature of Official Name: Print Name Title: Date: _________________________ 68 15 Exhibit A Revenue Sharing Agreement This REVENUE SHARING AGREEMENT (“Agreement”) made and entered into this the 1st day of July, 2025 (“Effective Date”) by and between the COUNTY OF PITTSYLVANIA, VIRGINIA (the “Locality”), a political subdivision of the Commonwealth and the TOBACCO REGION REVITALIZATION COMMISSION, a body corporate and political subdivision of the Commonwealth of Virginia (the “Commission”). WITNESSETH: WHEREAS, the parties entered into the Performance Agreement dated as of July 1st, 2025 (“Performance Agreement”) to which this Agreement is attached pursuant to which the Commission will make a Grant to the Locality that the Locality will use to induce the Company to undertake the Project, thereby making a Capital Investment and creating New Jobs in the Locality; and WHEREAS, if the Project is completed, the Locality will realize additional Local Tax Revenue and desires to share a portion of that Local Tax Revenue with the Commission: NOW, THEREFORE, in consideration of the foregoing, the mutual benefits, promises and undertakings of the parties to this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows. 1. Definitions: Capitalized terms used but not defined in this Agreement have the same definitions as set forth in the Performance Agreement. “Local Taxes” means the tax payments the Locality receives from the Company as a result of local assessments (including any entities owned by, affiliated with, or under common control with the Company) pursuant to Title 58.1, Subtitle III of the Code of Virginia, including, but limited to, real property taxes, business, professional and occupational license taxes, machinery and tools taxes, and tangible personal property taxes. “New Tax Revenue” means the sum of Local Taxes generated in connection with or attributable to the Project that the Company pays to the Locality, directly or indirectly. If the Project involves the expansion of the Facility or the Company’s operations in the Locality, the New Tax Revenue for a given tax year is the amount of Local Taxes the Company paid in excess of the amount of Local Taxes the Company paid for the tax year immediately preceding the date of the Performance Agreement. (For example, if the Performance Agreement is dated 2020, the Company paid $50,000 of Local Taxes in 2019, and the Company paid $75,000 of Local Taxes in 2021, the New Tax Revenue for 2021 would be $25,000.) 2. Revenue Sharing: Starting with the first tax year that begins after the Award Date of the Performance Agreement, the Locality will pay to the Commission an amount equal to 5% of the 69 16 New Tax Revenue (“Revenue Sharing Payments”). The Locality will make Revenue Sharing Payments within 45 days after the Locality receives Company’s payment of its Local Taxes. 3. Payment Period: The Locality will continue to pay Revenue Sharing Payments to the Commission until the total amount of Revenue Sharing Payments the Locality has paid to the Commission equals 105% of the Earned Grant Funds. The Locality’s obligation to pay Revenue Sharing Payments is contingent upon its receipt of tax payments from the Company and is subject to the Locality’s receipt of appropriations sufficient to make such payments. The Locality’s chief executive officer agrees to use his or her best efforts to secure the necessary appropriations. 4. Commission Reimbursement to Locality: In the event Company does not meet its Targets in full, the Commission shall reimburse to the Locality within 120 days of the Performance Date, as defined in the Performance Agreement and as applicable, the amount of Revenue Sharing Payments received by the Commission from the Locality that exceed 105% of Earned Grant Funds. 5. Incorporation by Reference: Sections 8 (Notices) and 9 (Miscellaneous) of the Performance Agreement are hereby incorporated by reference into this Agreement. TOBACCO REGION REVITALIZATION COMMISSION By:_______________________________ Hon. James E. Campos, Executive Director Date:______________________________ COUNTY OF PITTSYLVANIA, VIRGINIA By:________________________________ Title:______________________________ Date:______________________________ 70 7.f. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: Election Equipment Sales Agreement Approval Staff Contact(s): Shani Shorter Agenda Date: September 16, 2025 Item Number: 7.f. Attachment(s): 1. DS300 Sales Order Agreement Complete Reviewed By: SUMMARY: As you may recall, during the August Work Session, General Registrar Shani Shorter presented a request for the purchase of new election equipment. The proposed acquisition includes DS300 poll pad scanners and tabulators to replace the County’s current ballot scanners, which were purchased in 2012 and are nearing the end of manufacturer support. The new equipment is fully certified by the State Board of Elections and will ensure compliance with current federal and state voting system guidelines, while also positioning the County to meet the upcoming, updated federal standards (VVSG 2.0). Contract negotiations have been finalized, and the agreement is attached for the Board’s review. FINANCIAL IMPACT AND FUNDING SOURCE: The total purchase price for the new DS300 poll pad scanners and tabulators is $246,345.00, which already reflects a trade-in allowance of $18,000 for the County’s existing DS200 scanners. Payment will be made in two equal installments of $123,172.50, one at contract execution and one upon delivery of equipment and software. In addition, beginning after the one-year warranty period, the County will incur annual post-warranty maintenance and support costs of approximately $24,280 per year (covering hardware maintenance, software support, and firmware licensing). RECOMMENDATION: County Staff recommends the Board approve the sales agreement as attached. 71 MOTION: "I make a Motion to approve the sales agreement as attached." 72 Pittsylvania County, VA - DS300 Front Side Sales Order Agreement - 07.23.2025 Page 1 11208 JOHN GALT BLVD OMAHA, NE 68137-2364 (402) 593-0101 B.O. #: 4087 1st Election Date: November 4, 2025 Estimated Delivery Date: August 2025 Customer Contact, Title: Shani Shorter - General Registrar Phone Number: 434-432-7971 Customer Name: Pittsylvania County, Virginia Fax Number: 434-432-8062 Bill To: Ship To: Pittsylvania County, Virginia Shani Shorter - General Registrar P.O. Box 426 Pittsylvania County, Virginia Shani Shorter - General Registrar 18 Depot Street Chatham, VA 24531 Chatham, VA 24531 Item Description Qty Price Total Order Total Cara Florence Regional Sales Manager Customer Signature Date V.P. of Finance Date Title Sales Order Agreement $215,820.00 $3,420.00 $290.00 $7,500.00 $4,900.00 $4,860.00 $2,050.00 $2,050.00 $2,050.00 $2,050.00 $5,675.00 ($18,000.00) $13,680.00 $ 246,345.00 1 DS300 DS300 Poll Place Scanner and Tabulator: Model DS300 Scanner with Internal Backup Battery, Paper Roll, and One (1) Standard 4GB Memory Device 2 DS300 Power Supply and AC Cord 3 DS300 Soft-Sided Nylon Case 4 Software Electionware Software - Reporting Only Base Package 5 Software Media Burn Capability 6 DS300 Equipment Installation 7 Services Project Management Day 8 Services Equipment Operations Training Day 9 Services Poll Worker Train-the-Trainer Day 10 Services Software Training Day 11 Services Election On-Site Support Event 12 Trade-In Allowance Equipment Being Traded-In by Customer Includes: 36 - Model DS200 Scanner 13 Shipping Shipping & Handling 36 36 2 1 1 36 1 1 1 1 1 1 1 $5,995.00 $95.00 $145.00 $7,500.00 $4,900.00 $135.00 $2,050.00 $2,050.00 $2,050.00 $2,050.00 $5,675.00 ($18,000.00) $13,680.00 73 Pittsylvania County, VA - DS300 Front Side Sales Order Agreement - 07.23.2025 Page 2 Trade-In Equipment: ES&S will coordinate and pay for the pickup and transportation of the trade-in equipment from Customer's site on a date to be mutually agreed upon by the parties. ES&S is responsible for preparing, packaging and palletizing the trade-in equipment for shipment. $123,172.50 of Order Total will be invoiced upon Contract Execution. $123,172.50 of Order Total will be invoiced as Equipment and Software are provided to Customer. Payment Terms Invoices are due net 30 from invoice date. Note 1: Any applicable state and local taxes are not included, and are the responsibility of the Customer. Warranty Period (Years): One (1) Year from Equipment Delivery Hardware Maintenance and Software License, Maintenance and Support Services (Post-Warranty Period) The terms, conditions, and pricing for the Hardware Maintenance and Software License, Maintenance and Support Services (Post-Warranty Period) are set forth in Exhibit A attached hereto. SEE GENERAL TERMS 74 GENERAL TERMS 1. Definitions: All capitalized terms used, but not otherwise defined, in these Hardware Purchase and Software License Terms (“General Terms”) or in an Exhibit shall have the following meanings: a. “Documentation” means any and all written or electronic documentation furnished or generally made available to Customer by ES&S relating to the ES&S Hardware and ES&S Software, including any operating instructions, user manuals or training materials. b. “ES&S Firmware” means ES&S’ proprietary software which is installed on the ES&S Hardware. c. "ES&S Hardware Maintenance Services" and “ES&S Software License, Maintenance and Support Services” means those services described on Exhibit A. d. "ES&S Software" means the ES&S Software and ES&S Firmware as set forth on the front side of this agreement. e. “ES&S Hardware” means ES&S’s proprietary vote tabulation hardware set forth on the front side of this Agreement. f. "Software" means ES&S Software and Third-Party software. g. “Third-Party Items” means hardware and software manufactured and developed by parties other than ES&S. 2. Hardware Purchase and Software License Terms. Subject to the terms and conditions of this Sales Order Agreement (“Agreement”), ES&S agrees to sell and/or license, and Customer agrees to purchase and/or license, the ES&S Hardware and ES&S Software described on the front side of this Agreement. The payment terms for the ES&S Hardware and ES&S Software are set forth on the front side of this Agreement. The consideration for ES&S’ grant of the license during the Initial License Term for the ES&S Firmware is included in the cost of the ES&S Hardware. a. Hardware Purchase. Subject to the terms and conditions of this Agreement, ES&S agrees to sell, and Customer agrees to purchase, the ES&S Hardware. Title to the ES&S Hardware shall pass to Customer when Customer has paid ES&S the total amount set forth on the front side of this Agreement for the ES&S Hardware. b. Grant of Licenses. Subject to the terms and conditions of this Agreement, ES&S hereby grants to Customer nonexclusive, nontransferable licenses for its bona fide full time, part time or temporary employees to use the ES&S Software and the Documentation in the Jurisdiction while Customer is using the ES&S Hardware and timely pays the applicable annual ES&S Software License, Maintenance and Support Fees set forth on Schedule A1. The licenses allow such bona fide employees to use and copy the ES&S Software (in object code only) and the Documentation, in the course of operating the ES&S Hardware and solely for the purposes of defining and conducting elections and tabulating and reporting election results in the Jurisdiction. 3. Prohibited Uses. Customer shall not take any of the following actions with respect to the ES&S Software or the Documentation: a. Reverse engineer, decompile, disassemble, re-engineer or otherwise create, attempt to create, or permit, allow or assist others to create, the source code or the structural framework for part or all of the ES&S Software; b. Cause or permit any use, display, loan, publication, transfer of possession, sublicensing or other dissemination of the ES&S Software or Documentation, in whole or in part, to or by any third party without ES&S’ prior written consent; c. Cause or permit any change to be made to the ES&S Software without ES&S’ prior written consent; d. Cause or permit any review, testing, examination, or audit of the ES&S Software without ES&S’ prior written consent; or e. Allow a third party to cause or permit any copying, reproduction or printing of any output generated by the ES&S Software (except finished ballots by ballot printers selected by Customer) in which ES&S owns or claims any proprietary intellectual property rights (e.g., copyright, trademark, patent pending or patent), including, but not limited to, any ballot shells or ballot code stock. 4. Term of Licenses. The licenses granted in Section 2(b) shall commence upon the delivery of the ES&S Software described in Section 2(b) and shall continue for a one (1) year period (the “Initial License Term”). Upon expiration of the Initial License Term, the licenses shall automatically renew for an unlimited number of successive one-year periods (each a “License Renewal Term”) upon the payment by Customer of the annual software license and software maintenance and support fee as set forth on the front side of this Agreement. The license terms for any License Renewal Term shall be set forth on Exhibit A. ES&S may terminate any of the licenses granted hereunder if Customer fails to pay the consideration due for, or breaches Sections 2(b), 3, or 9 with respect to, such licenses. Upon the termination any of the licenses granted in Section 2(b) for ES&S Software or upon Customer’s discontinuance of the use of any ES&S Software, Customer shall immediately return such ES&S Software and the related Documentation (including any and all copies thereof) to ES&S, or (if requested by ES&S) destroy such ES&S Software and Documentation and certify in writing to ES&S that such destruction has occurred. 5. Updates. During the Initial License Term or any License Renewal Term for which Customer has paid the associated renewal fees, ES&S may provide new releases, upgrades, or maintenance patches to the ES&S Software, together with appropriate Documentation (“Updates”), on a schedule solely defined by ES&S. Customer is solely responsible for obtaining and purchasing any upgrades or Third-Party Items required to operate the Updates, as well as the cost of any replacements, retrofits or modifications to the ES&S Hardware which may be necessary in order to operate the Updates. All Updates shall be deemed to be ES&S Software for purposes of this Agreement upon delivery. Updates to the ES&S Firmware will be incorporated by ES&S into a regularly scheduled preventative maintenance event at no additional charge to Customer. If Customer requests installation of an Update at a time other than a regularly scheduled preventative maintenance event, then Customer shall execute and deliver to ES&S a purchase order therefore and ES&S shall charge Customer accordingly for such installation. ES&S shall also charge Customer at its then-current rates to; (i) train Customer on Updates, if such training is requested by Customer and (ii) if applicable, provide maintenance and support on the ES&S Software that is required as a result of Customer’s failure to timely or properly install an Update. Notwithstanding the foregoing, Customer shall pay ES&S to install all ES&S Software Updates. If applicable, Customer shall be responsible for any claim, damage, loss, judgment, penalty, cost, amount paid in settlement or fee which is caused by Customer’s failure to install the most recent Update provided to it by ES&S. ES&S represents to Customer that the Updates will comply with all applicable state law requirements at the time of delivery. Customer shall be responsible to ensure that it has installed and is using only certified versions of ES&S Software in accordance with applicable law. In the event that any Updates are required due to changes in state law, ES&S reserves the right to charge Customer for the following: (i) the total cost of any Third-Party Items that are required in order to operate the Updates; (ii) the total cost of any replacements, retrofits or modifications to the ES&S Hardware contracted for herein that may be developed and offered by ES&S in order for such ES&S Hardware to remain compliant with applicable laws and regulations; and (iii) Customer’s pro-rata share of the costs of designing, developing and/or certification by applicable federal and state authorities of such state mandated Updates. Customer’s pro-rata share of the costs included under subsection (iii) above shall be determined at the time by dividing the number of registered voters in Customer’s jurisdiction by the total number of registered voters in all counties in Customer’s state to which ES&S has sold and/or ES&S Hardware and/or ES&S Software purchased and licensed by Customer under this Agreement. Customer shall pay ES&S the entire costs incurred for design, development and certification of any Update which is required due to a change in local law or is otherwise requested or required by Customer. 6. Delivery; Risk of Loss. The Estimated Delivery Dates and First Election Use (if any) set forth on the front side of this Agreement are estimates and may only be established or revised, as applicable, by the parties, in a written amendment to this Agreement, because of delays in executing this Agreement, changes requested by Customer, product availability and other events. ES&S will notify Customer of such revisions as soon as ES&S becomes aware of such revisions. Risk of loss for the ES&S Hardware and ES&S Software shall pass to Customer when such items are delivered to Customer’s designated location. Upon transfer of risk of loss to Customer, Customer shall be responsible for obtaining and maintaining sufficient casualty insurance on the ES&S Hardware and ES&S Software and shall name ES&S as an additional insured thereunder and, at ES&S’ request, shall deliver written evidence thereof to ES&S until all amounts payable to ES&S under this Agreement have been paid by Customer. 7. Warranty. a. ES&S Hardware/ES&S Software. ES&S warrants that for a one (1) year period (the “Warranty Period”), it will repair or replace any component of the ES&S Hardware or ES&S Software which, while under normal use and service: (i) fails to perform in accordance with its Documentation in all material respects, or (ii) is defective in material or workmanship. The Warranty Period will commence upon delivery. The Warranty shall not include the repair or replacement of any ES&S Hardware components that are consumed in the normal course of operating the ES&S Hardware, including, but not limited to, headphones and headphone protective covers, protective coatings, printer cartridges or ribbons, paper, batteries, drums, toners, fusers, transfer belts, removable media storage devices, seals, keys, power supplies/cords, PCMCIA, Smart, or CF cards or marking devices (collectively, the “Consumables”). ES&S may modify and make available additional Consumables as they may become available from time to time. The Warranty shall not include the repair or replacement of any ES&S Hardware due to cosmetic damages, including, but not limited to, screen cracks, scratches, dents and broken plastic or any defects resulting from normal wear and tear. ES&S has no obligation under this Agreement to assume the obligations under any existing or expired warranty for a Third-Party Item. Any repaired or replaced item of ES&S Hardware or ES&S Software shall be warranted only for the unexpired term of the Warranty Period. All replaced components of the ES&S Hardware or ES&S Software will become the property of ES&S. This warranty is effective provided that (I) Customer notifies ES&S within three (3) business days of the discovery of the failure of performance or defect and is otherwise in compliance with its obligations hereunder, (II) the ES&S Hardware or ES&S Software to be repaired or replaced has not been repaired, changed, modified or altered except as authorized or approved by ES&S, (III) the ES&S Hardware or ES&S Software to be repaired or replaced has been maintained or repaired by an individual other than an authorized representative of ES&S (IV) the ES&S Hardware or ES&S Software to be repaired or replaced has not been used, displayed, disseminated, transferred, loaned, disassembled, dismantled, modified, and/or tampered with by a third party without ES&S prior written consent (V) the ES&S Hardware or ES&S Software to be repaired or replaced is not damaged as a result of accident, theft, vandalism, neglect, abuse, liquid contact, use of adhesive materials on ballots, use which is not in accordance with the Documentation or causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, floods, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions, and (VI) Customer has installed and is using the most recent Update provided to it by ES&S. This warranty is void for any units of hardware which: (i) have not been stored or operated in a temperature range according to their specifications, (ii) have been severely handled so as to cause mechanical damage to the unit, or (iii) have been operated or handled in a manner inconsistent with reasonable treatment of an electronic product. Upon expiration of the Warranty Period, Customer shall be entitled to receive Hardware Maintenance and Software Maintenance and Support Services, the terms of which are set forth on Exhibit A. b. Exclusive Remedies/Disclaimer. IN THE EVENT OF A BREACH OF SUBSECTION 7(a), ES&S’ OBLIGATIONS, AS DESCRIBED IN SUCH SUBSECTION, ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES. ES&S EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHICH ARE NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, IN THE EVENT CUSTOMER DECLINES ES&S’ INSTALLATION AND ACCEPTANCE TESTING SERVICES OR IN ANY WAY AT ANY TIME ALTERS, MODIFIES OR CHANGES ANY HARDWARE, SOFTWARE, THIRD-PARTY ITEMS AND/OR NETWORK (COLLECTIVELY “SYSTEM”) CONFIGURATIONS WHICH HAVE BEEN PREVIOUSLY INSTALLED BY ES&S OR WHICH ARE OTHERWISE REQUIRED IN ACCORDANCE WITH THE CERTIFIED VOTING SYSTEM CONFIGURATION, ALL WARRANTIES OTHERWISE PROVIDED HEREUNDER WITH REPECT TO THE SYSTEM PURCHASED, LEASED, RENTED 75 AND/OR LICENSED UNDER THIS AGREEMENT SHALL BE VOID AND OF NO FURTHER FORCE AND EFFECT. 8. Limitation Of Liability. Neither party shall be liable for any indirect, incidental, punitive, exemplary, special, or consequential damages of any kind whatsoever arising out of or relating to this Agreement. Neither party shall be liable for the other party’s negligent or willful misconduct. ES&S’ total liability to Customer arising out of or relating to this Agreement shall not exceed the aggregate amount to be paid to ES&S hereunder. By entering into this Agreement, Customer agrees to accept responsibility for (a) the selection of, use of and results obtained from any hardware, software or services not provided by ES&S and used with the ES&S Hardware or ES&S Software; or (b) user errors, voter errors or problems encountered by any individual in voting that are not otherwise a result of the failure of ES&S to perform. ES&S shall not be liable under this Agreement for any claim, damage, loss, judgment, penalty, cost, amount paid in settlement or fee that is caused by (y) Customer’s failure to timely or properly install and use the most recent update provided to it by ES&S or (z) Customer’s election not to receive, or to terminate, the Hardware Maintenance Services or the ES&S Software Maintenance and Support. 9. Proprietary Rights. Customer acknowledges and agrees as follows: ES&S owns the ES&S Software, all Documentation provided by ES&S, the design and configuration of the ES&S Hardware and the format, layout, measurements, design, and all other technical information associated with the ballots to be used with the ES&S Hardware. Customer has the right to use the aforementioned items to the extent specified in this Agreement. ES&S also owns all patents, trademarks, copyrights, trade names and other proprietary or intellectual property in, or used in connection with, the aforementioned items. The aforementioned items also contain confidential and proprietary trade secrets of ES&S that are protected by law and are of substantial value to ES&S. Customer shall keep the ES&S Software and related Documentation free and clear of all claims, liens and encumbrances and shall maintain all copyright, trademark, patent or other intellectual or proprietary rights notices that are set forth on the ES&S Hardware, the ES&S Software, the Documentation, and ballots that are provided, and all permitted copies of the foregoing. 10. Termination. This Agreement may be terminated, in writing, at any time by either party if the other party breaches any material provision hereof and does not cure such breach within 30 days after it receives written notification thereof from the non-breaching party. 11. Excusable Nonperformance. Except for obligations to make payments hereunder, if either party is delayed or prevented from performing its obligations under this Agreement as a result of any cause beyond its reasonable control, including acts of God, fire, floods, riots, acts of war, terrorism or insurrection, unforeseeable governmental acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions, the delay shall be excused during the continuance of, and to the extent of, such cause, and the period of performance shall be extended to the extent necessary to allow performance after the cause of delay has been removed. ES&S agrees to work with Customer, at Customer's request, to develop mutually agreeable alternatives in order to minimize the negative impact of any such delay. 12. Notice. Any notice or other communication required or permitted hereunder shall be in writing and will be deemed given when (a) delivered personally, (b) sent by confirmed email, (c) sent by commercial overnight courier (with written verification of receipt) or (d) sent by registered or certified mail, return receipt requested, postage prepaid, when the return receipt is received. All communications shall be sent to the attention of the persons listed on the signature page to this Agreement and at the addresses or email address set forth on such signature page unless other names or addresses are provided by either or both parties in accordance herewith. 13. Disputes. a. Payment of Undisputed Amounts. In the event of a dispute between the parties regarding (1) a product or service for which payment has not yet been made to ES&S, (2) the amount due to ES&S for any product or service, or (3) the due date of any payment, Customer shall nevertheless pay to ES&S when due all undisputed amounts. Such payment shall not constitute a waiver by Customer or ES&S of any of its rights and remedies against the other party. b. Remedies for Past Due Undisputed Payments. If any undisputed payment to ES&S is past due more than 30 days, ES&S may suspend performance under this Agreement until such amount is paid. Any disputed or undisputed payment not paid by Customer to ES&S when due shall bear interest from the due date at a rate equal to the lesser of one and one-half percent per month or the maximum amount permitted by applicable law for each month or portion thereof during which it remains unpaid. 14. Assignment. Except in the case of a reorganization of the assets or operations of ES&S with one or more affiliates of ES&S or the sale, transfer or assignment of all or substantially all of the assets of ES&S or any business operations thereof to a successor who has asserted its intent to continue the applicable business of ES&S, neither party may assign or transfer this Agreement or assign, subcontract or delegate any of its rights, duties or obligations hereunder without the prior written consent of the other party hereto, such consent not to be unreasonably withheld or conditioned, nor unduly delayed. 15. Compliance with Laws. ES&S warrants to Customer that, at the time of delivery, the ES&S Hardware and ES&S Software sold and licensed under this Agreement will comply with all applicable requirements of federal and state election laws and regulations that are mandatory and effective as of the Effective Date and will have been certified by the appropriate state authorities for use in Customer’s state. The ES&S Hardware and ES&S Software, including all components will be provided to Customer with a hardened network in accordance with the guidelines of the United States Election Assistance Commission. In the event Customer fails to maintain the ES&S Software in the hardened network or allows any internal or external access to the hardened network, Customer agrees to indemnify and hold harmless ES&S from and against any and all claims, damages, losses, liens, obligations, liabilities, judgments, assessed damages, costs, expenses (including reasonable attorney's fees) and the like arising out of or related to the Customer’s breach of its obligations hereunder. 16. Voting System Reviews. In the event that the Jurisdiction or the State require any future reviews or examinations (“Reviews”) of current or previous versions of state-certified ES&S voting systems or components thereof that are not otherwise required as a result of any changes or modifications voluntarily made by ES&S to the ES&S Software and/or ES&S Hardware licensed and sold hereunder, Customer shall be responsible for: (i) Customer’s pro-rata share of such Review costs; (ii) Customer’s pro-rata share of the costs of designing, developing, manufacturing and/or certification by applicable federal and state authorities of any mandated modifications to the ES&S Hardware and/or ES&S Software that may result from such Reviews; and (iii) the total cost of any Third-Party Items that are required in order for the ES&S Hardware and/or ES&S Software to satisfy any new requirements resulting from such Reviews in order to remain certified; Customer’s pro-rata share of the costs included under subsections 16(ii) and 16(iii) above shall be determined at the time by dividing the number of registered voters in Customer’s jurisdiction by the total number of registered voters in all counties in Customer’s state to which ES&S has sold and/or licensed the ES&S Hardware and/or ES&S Software purchased and licensed by Customer under this Agreement. 17. Customer Enhancements. In the event that Customer requests any future enhancements of the ES&S Hardware and/or ES&S Software (“Enhancements”), such requests shall be submitted in writing to ES&S. ES&S will evaluate each of the Enhancements to determine if any of such Enhancements are technologically feasible, commercially reasonable and consistent with ES&S’s security protocol and procedures. In the event that ES&S determines that any of such Enhancements meet the foregoing requirements, then ES&S shall prepare a scope of work which shall include an estimated timeline and the estimated costs for design, development, testing, certification and implementation of such Enhancements (the “SOW”). ES&S shall provide the SOW to Customer for review and written approval. After ES&S’s receipt of written approval of the SOW by Customer, ES&S shall prepare a written change order for Customer’s execution. ES&S shall solely own and retain any and all intellectual proprietary rights in any Enhancements developed and provided to Customer. 18. Entire Agreement. This Agreement, including all exhibits hereto, shall be binding upon and inure to the benefit of the parties and their respective representatives, successors, and assigns. This Agreement, including all Exhibits hereto, contains the entire agreement of the parties with respect to the subject matter hereof and shall supersede and replace any and all other prior or contemporaneous discussions, negotiations, agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Any provision of any purchase order, form, or other agreement which conflicts with or is in addition to the provisions of this Agreement shall be of no force or effect. In the event of any conflict between a provision contained in an Exhibit to this Agreement and these General Terms, the provision contained in the Exhibit shall control. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No consent by either party to, or waiver of, a breach by either party shall constitute a consent to or waiver of any other different or subsequent breach by either party. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Customer resides, without regard to its conflicts of laws principles. The parties agree that venue for any dispute or cause of action arising out of or related to this Agreement shall be in the state and federal courts of the United States located in the State in which the Customer resides. ES&S is providing hardware, software, and services to Customer as an independent contractor, and shall not be deemed to be a “state actor” for purposes of 42 U.S.C. § 1983. ES&S may engage subcontractors to provide certain of the hardware, software, or services, but shall remain fully responsible for such performance. The provisions of Sections 1-5, 7(b), 8-9, 12, 13(b), 14- 16, and 18 of these General Terms shall survive any termination or expiration of this Agreement, to the extent applicable. 76 1 EXHIBIT A ES&S HARDWARE MAINTENANCE AND SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES (POST-WARRANTY PERIOD) ARTICLE I GENERAL 1. Term; Termination. This Exhibit A for ES&S Hardware Maintenance and Software License, Maintenance and Support Services shall be in effect for the coverage period as described in Schedule A1 (the “Initial Post-Warranty Term”). Upon expiration of the Initial Post-Warranty Term, this Exhibit A shall automatically renew for an unlimited number of successive One-Year Periods (each a “Renewal Period”) until this Exhibit A is terminated by the first to occur of (a) either party’s written election not to renew, which shall be delivered to the other party at least sixty (60) days prior to the end of the Initial Post-Warranty Term or any Renewal Period, as applicable, (b) the date which is thirty (30) days after either party notifies the other that it has materially breached this Exhibit A, if the breaching party fails to cure such breach (except for a breach pursuant to subsection (e), which will require no notice), (c) the date which is thirty (30) days after ES&S notifies Customer that, despite ES&S having made all reasonable efforts, it is no longer able to procure replacement parts that may be needed in order to perform the ES&S Hardware Maintenance Services contemplated hereunder, (d) the date on which the ES&S Hardware or firmware installed thereon is no longer certified by federal and/or state authorities for use in Customer’s jurisdiction, provided that ES&S has made all reasonable efforts to maintain hardware/firmware certification in the jurisdiction from federal and/or state authorities, or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund of any fees already paid to ES&S in the event that this is Exhibit A is terminated pursuant to subsection 1(b), 1(c) or 1(d) above. The foregoing potential prorated refund shall be determined by dividing the months remaining after the effective date of such termination by the total number of months in the term for which Customer has paid for Post-Warranty services. In the event that ES&S has already provided hardware maintenance services for the subject term prior to termination, no refund shall be provided. 2. Fees. In consideration for ES&S’ agreement to provide ES&S Hardware Maintenance and Software License, Maintenance and Support Services under this Exhibit A, Customer shall pay to ES&S the ES&S Hardware Maintenance and Software License, Maintenance and Support Fees set forth on Schedule A1 for the Initial Post-Warranty Term. The Hardware Maintenance and Software License, Maintenance and Support Fees for the Initial Post-Warranty Term are due as set forth on Schedule A1. ES&S may increase the Hardware Maintenance and Software License, Maintenance and Support Fees for a Renewal Period by not more than 10% of the amount of the most recent Fees paid by Customer. All fees for any Renewal Period shall be due and payable no later than thirty (30) days prior to the beginning of such Renewal Period. The Software License, Maintenance and Support Fee shall be comprised of (i) a fee for the Software License, Maintenance and Support provided for the ES&S Firmware, and (ii) a fee for the Software License, Maintenance and Support provided for all other ES&S Software, and shall be in addition to any fees or charges separately referred to in any Section of this Exhibit A. If Customer elects to receive Software License, Maintenance and Support for any Add-On units or New Products during the Initial Post- Warranty Term or any Renewal Period thereof, ES&S will charge incremental Software License, Maintenance and Support Fees for any Add-On units or New Products purchased by Customer at the then- current applicable rates at the time. ARTICLE II HARDWARE 1. Maintenance Services. The ES&S Hardware Maintenance Services to be provided to Customer under this Agreement for the ES&S Hardware set forth on Schedule A1 (the “Products”) shall be subject to the following terms and conditions: a. Routine Maintenance Services. An ES&S Representative shall provide such services as may be necessary to keep the Products working in accordance with their 77 2 Documentation, normal wear and tear excepted (“Normal Working Condition”). The services provided by ES&S pursuant to this Subsection 1(a) are referred to herein as “‘Routine Maintenance Services”. Routine Maintenance Services shall be provided once each Twelve 78 3 (12) Months during the Initial Post-Warranty Term or any Renewal Period thereof. Generally, Routine Maintenance Services shall include cleaning, lubrication, diagnostic check, and calibration services. The Routine Maintenance Services shall not include the repair or replacement of any ES&S Hardware components that are consumed in the normal course of operating the ES&S Hardware, including, but not limited to, headphones and headphone protective covers, printer cartridges or ribbons, paper, batteries, drums, toners, fusers, transfer belts, removable media storage devices, seals, keys, power supplies/cords, PCMCIA, Smart, or CF cards or marking devices (collectively, the “Consumables”). ES&S may modify and make available additional Consumables as they may become available from time to time. Customer may request that Routine Maintenance Services be performed more than once during the Initial Post-Warranty Term or any Renewal Period. Any such request shall be made at least sixty (60) days before the Routine Maintenance Services are desired. The per-unit fee for such additional Routine Maintenance Services is set forth on Schedule A1 and shall be due within thirty (30) days after invoice date. ES&S will schedule the Routine Maintenance Services with Customer. The Routine Maintenance Services will be provided at Customer’s Designated Location. Customer’s “Designated Location” shall mean Customer’s owned or leased facility at which Customer desires ES&S to perform the ES&S Hardware Maintenance Services. b. Repair Services. i. Defects Under Normal Use and Service. If a defect or malfunction occurs in any Product while it is under normal use and service, Customer shall promptly notify ES&S, and ES&S shall use reasonable efforts to restore the item to Normal Working Condition as soon as practicable. The services provided by ES&S pursuant to this Subsection 1(b)(i) are referred to herein as “Repair Services”. ES&S will perform Repair Services in conjunction with a Routine Maintenance Service event at the Customer’s Designated Location. ii. Defects Due to Customer Actions or Omissions. If a defect or malfunction occurs in any Product as a result of (1) repairs, changes, modifications or alterations not authorized or approved by ES&S, (2) use, modification, dismantling, disassembly, or transfer to third party without ES&S’ prior written consent, (3) accident, theft, vandalism, neglect, abuse, liquid contact, use of adhesive materials on ballots or use that is not in accordance with instructions or specifications furnished by ES&S or (4) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, floods, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions, rodent infestation, or if Customer does not notify ES&S within 72 hours after it knows of the defect or malfunction, Customer shall pay ES&S for the Repair Services at ES&S’ then-current rates, as well as for the cost of all parts used in connection with such Repair Services. iii. Timing. The date(s) on which any Repair Services shall be provided shall be mutually agreed upon by ES&S and Customer. If Customer requires ES&S to provide “emergency” Repair Services (which shall be defined as Repair Services that are provided by ES&S within 48 hours after Customer notifies ES&S of the need therefore), and such emergency Repair Services are not needed as a result of an action, error or omission by ES&S, Customer shall pay a surcharge, as set forth on Schedule A1. iv. Loaner Unit. At Customer’s request and if such product is available, ES&S shall use reasonable efforts to promptly make available to Customer a product that is the same as, or substantially similar to, the Product for which Repair Services are being performed (a “Loaner Unit”). If the Repair Services are being performed pursuant to Subsection 1(b)(ii) above, Customer shall pay ES&S for the use of the Loaner Unit at ES&S’ then-current rates including the cost of shipping. 79 4 c. Exclusions. ES&S has no obligation under this Agreement to (i) assume the obligations under any existing or expired warranty for a Third Party Item; (ii) repair or replace Product components that are consumed in the normal course of operating the Product, including, but not limited to, headphones and headphone protective covers, printer cartridges or ribbons, paper, batteries, drums, toners, fusers, transfer belts, removable media storage devices, seals, keys, power supplies/cords, PCMCIA, Smart, or CF cards or marking devices (collectively, the “Consumables”), or (iii) repair any Product from which the serial number has been removed or altered. In addition, ES&S may, at any time in its discretion, determine that any Product is no longer fit for ES&S Hardware Maintenance Services because it is in such poor condition that it cannot practically be restored to Normal Working Condition, or cannot be restored to Normal Working Condition at an expense that is less than the then-current value of the Product. If such a determination is made, ES&S shall no longer be required to provide ES&S Hardware Maintenance Services for such Product. ES&S shall also refund to Customer an amount equal to (1) that portion of the most recent fee paid for ES&S Hardware Maintenance Services that is attributable to such Product, multiplied by (2) a fraction, the numerator of which is the remaining number of days within the Term for which such fee was paid and the denominator of which is the total number of days within the Term. d. Sole Provider; Access. Customer shall not permit any individual other than an ES&S Representative to provide maintenance or repairs with respect to the Products for so long as the Initial Post-Warranty Term or any Renewal Period is in effect. Customer shall provide ES&S Representatives with all information necessary to enable them to provide ES&S Hardware Maintenance Services. Customer shall likewise provide full access to the Products and adequate working space for all ES&S Hardware Maintenance Services performed at its Designated Location, including sufficient heat, lights, ventilation, electric current and outlets. e. Environmental Conditions. Products should be stored in a clean, dry and secure environment. During the storage and operation of the Products, the temperature and moisture ranges should be maintained in accordance with the Products’ Documentation. f. Reinstatement of ES&S Hardware Maintenance Services; Inspection. If the Initial Post-Warranty Term or any Renewal Period thereof expires without being renewed, Customer may thereafter resume receiving ES&S Hardware Maintenance Services upon (a) notification to ES&S and (b) the granting to ES&S of access to the Products. ES&S requires Customer to allow it to inspect such Products before it provides any ES&S Hardware Maintenance Services. The purpose of such inspection shall be to determine whether or not the Products are in Normal Working Condition. The cost of such inspection will be at ES&S’ then current rates and shall be due from Customer within thirty (30) days of its receipt of ES&S’ invoice, therefore. If any of the Products is not in Normal Working Condition, ES&S, at the option of Customer, (i) shall provide such repairs and replacements as it deems reasonable and necessary to restore such item to Normal Working Condition, at Customer’s expense with respect to the cost of any labor (charged at ES&S’ then current rates) and parts used in such repairs or replacements, or (ii) shall not provide any ES&S Hardware Maintenance Services with respect to such Product(s). ARTICLE III SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES 1. License and Services Provided. ES&S shall provide license, maintenance and support services (“Software License, Maintenance and Support”) for the ES&S Software, to allow Customer to continue to license and use the software in accordance with the license terms set forth in Sections 2-4 of the General Terms as well as to enable it to perform in accordance with its Documentation in all material respects, and to cure any defect in material or workmanship. The specific Software License, Maintenance and Support services provided by ES&S and each party’s obligations with respect to such services are set forth on Schedule A1. 80 5 2. Updates. During the Initial Post-Warranty Term, or any renewal or extension thereof, ES&S may continue to provide Updates in accordance with the terms of Section 5 of the General Terms. Unless otherwise agreed to by the parties, and subject to Customer’s prior execution of a purchase order therefor, ES&S shall install ES&S Firmware Updates in accordance with Section 5 of the General Terms. ES&S shall install such ES&S Firmware Updates in conjunction with a scheduled Routine Maintenance Services event provided Customer is subscribing to and has paid for ES&S’ hardware maintenance services which include Routine Maintenance Services. Customer shall pay ES&S to install all ES&S Firmware Updates which are requested to be installed outside of a scheduled Routine Maintenance Services event or in the event the Customer has not subscribed to ES&S’ hardware maintenance services which include Routine Maintenance Services. Notwithstanding the foregoing, Customer shall pay ES&S to install all election management software Updates. 3. Conditions. ES&S shall not provide Software License, Maintenance and Support for any item of ES&S Software if such item requires such services as a result of (a) repairs, changes, modifications or alterations not authorized or approved by ES&S, (b) use, modification, dismantling, or transfer to third party without ES&S’ prior written consent, (c) accident, theft, vandalism, neglect, abuse, liquid contact or use that is not in accordance with the Documentation, (d) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, floods, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions, (e) Customer’s failure to timely and properly install and use the most recent update provided to it by ES&S, or (f) Customer's failure to notify ES&S within three (3) business days after Customer knows of the need for such services. Any such Software License, Maintenance and Support shall be provided at the fees to be agreed upon by the parties if and when the need for such Software License, Maintenance and Support arises. Replacement versions of Software and/or Third-Party Items or any services required in order to replace the same as a result of items set forth in this Section 3 or as a result of Customer’s actions or inactions shall be billable to Customer at ES&S’ then current rates. 4. Proprietary Rights. ES&S shall own the entire right, title, and interest in and to all corrections, programs, information, and work product conceived, created or developed, alone or with Customer or others, as a result of or related to the performance of this Exhibit A, including all proprietary rights therein or based thereon. Subject to the payment of all Software License, Maintenance and Support Fees, ES&S hereby grants to Customer a non-exclusive license to use that portion of such corrections, programs, information, and work product that ES&S actually delivers to Customer pursuant to this Exhibit A. All licensed items shall be deemed to be ES&S Software for purposes of this Exhibit A. Except and to the extent expressly provided herein, ES&S does not grant to Customer any right, license, or other proprietary right, express or implied, in or to any corrections, programs, information, or work product covered by this Exhibit A. 5. Reinstatement of Software License, Maintenance and Support. If the Initial Post- Warranty Term or any Renewal Period thereof expires without being renewed, Customer may thereafter receive a Software License and resume receiving Software Maintenance and Support upon (a) notification to ES&S, (b) payment of all fees, which would have been due to ES&S had the Initial Post- Warranty Term or any Renewal Period not expired, and (c) the granting to ES&S of access to the ES&S Software, so that ES&S may analyze it and perform such maintenance as may be necessary before resuming the Software License, Maintenance and Support services. 81 6 Schedule A1 Pricing Summary Sale Summary: Description Refer To Amount ES&S Hardware Maintenance Fees ES&S Hardware Maintenance Description and Fees Below $8,100.00 ES&S Software License, Maintenance and Support Fees ES&S Software License, Maintenance and Support Description and Fees Below $12,400.00 ES&S Firmware License, Maintenance and Support Fees ES&S Firmware License, Maintenance and Support Description and Fees Below $3,780.00 Total Maintenance Fees for the Initial Post-Warranty Term: $24,280.00 Terms & Conditions: Note 1: Any applicable state and local taxes are not included and are the responsibility of Customer. Note 2: Invoicing and Payment Terms are as Follows: ES&S shall Invoice Customer annually for each year of the Initial Post-Warranty Term. Payment is due before the start of each period within the Initial Post-Warranty Term. 82 7 ES&S HARDWARE MAINTENANCE DESCRIPTION AND FEES Initial Post-Warranty Term: Expiration of the Warranty Period through the first anniversary thereof Qty Description Coverage Period Annual Maintenance Fee Per Unit Maintenance Fee in Total 36 Model DS300 Scanner Year 1 $225.00 $8,100.00 Total Hardware Maintenance Fees for the Initial Post-Warranty Term $8,100.00 Note 1: The Per-Unit Fees if Customer requests more than one Routine Maintenance visit in a 12- month period shall be 55% of the then current maintenance fee per unit under this Exhibit A. Note 2: Surcharge for Emergency Repair Services shall be the daily maintenance service rate in effect at the time such service is requested. Note 3: Customer’s Designated Location: Pittsylvania County, Virginia Note 4: The Per Unit Surcharge for performance of Routine Maintenance visit at more than one Customer Designated Location shall be $25.00 per unit for all units located at second or more locations. ES&S Hardware Maintenance Services Provided by ES&S Under this Schedule A1 1. Telephone Support. 2. Issue Resolution. 3. Technical Bulletins will be available through Customer’s ES&S Web-based portal. 4. Routine Maintenance Services. • Onsite scheduled maintenance inspection per Article II, Section 1(a). The Inspection includes: o Service performed by an ES&S trained and certified technician. o Performance of factory approved diagnostics on the unit, identifying and making adjustments where necessary as indicated by the testing. o Replacement of worn or defective parts with new or remanufactured federally and state certified parts. o Conducting a final test to verify that the unit is working according to manufacturer’s specifications. o Use of a checklist tailored for each piece of ES&S Tabulation Hardware. 5. Repair Services. • Customer will receive coverage for interim repair calls. 83 8 o Interim repair calls may be provided during a scheduled Routine Maintenance Services event or scheduled in conjunction with other service work being performed in close proximity to Customer’s location if such repairs are not election critical. o A Product may be sent to ES&S’ Depot location for repairs at a time to be mutually agreed upon by ES&S and Customer. 6. Priority Services. • Customer has access to the ES&S Help Desk for assistance. • The customer receives priority on service calls. • The customer receives priority on response time. • The customer receives priority on certified ES&S parts inventory. Note: Except for those ES&S Hardware Maintenance Services specifically set forth herein, ES&S is under no obligation and shall not provide other ES&S Hardware Maintenance Services to the Customer unless previously agreed upon in writing by the parties. 84 9 ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES SOFTWARE Initial Post-Warranty Term: Expiration of the Warranty Period through the first anniversary thereof Listed below is the Software and Fees for which Software License, Maintenance and Support will be provided: Qty Description Coverage Period Software License, Maintenance and Support Fee in Total 1 ElectionWare Software – Reporting Only Base Package Year 1 $7,500.00 1 Media Burn Capability Year 1 $4,900.00 Total Software License, Maintenance and Support Fees for the Initial Post-Warranty Term $12,400.00 ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES FIRMWARE Initial Post-Warranty Term: Expiration of the Warranty Period through the first anniversary thereof Listed below are the Hardware Products and Fees for which Firmware License, Maintenance and Support will be provided: Qty Description Coverage Period Annual Firmware License, Maintenance and Support Fee Per Unit Firmware License, Maintenance and Support Fee in Total 36 Model DS300 Scanner Year 1 $105.00 $3,780.00 Total Firmware License, Maintenance and Support Fees for the Initial Post-Warranty Term $3,780.00 Software License, Maintenance and Support Services Provided by ES&S under the Agreement 1. Telephone Support. 2. Issue Resolution. 3. Technical Bulletins will be available through Customer’s ES&S Web-based portal. Note: Except for those Software License, Maintenance and Support services specifically set forth herein, ES&S is under no obligation and shall not provide other Software License, Maintenance and Support services to the Customer unless previously agreed upon by the parties. Software License, Maintenance and Support and ES&S Hardware Maintenance and Support Services – Customer Responsibilities 1. Customer shall have completed a full software training session for each product selected. 85 10 • Customer shall have completed training at a proficiency level to successfully use the hardware (firmware) and software products. • Customer shall have the ability to install hardware firmware and make changes to date and time settings. • Customer shall have the ability to change accessible consumable items on hardware. Any other changes made by the customer must be pre-approved in writing by ES&S. 2. Customer shall have reviewed a complete set of User Manuals. 3. Customer shall be responsible for the installation and integration of any third-party hardware or software application, or system purchased by the Customer, unless otherwise agreed upon, in writing, by the parties. 4. Customer shall be responsible for data extraction from Customer’s voter registration system. 5. Customer shall be responsible for implementation of any security protocols physical, network or otherwise which are necessary for the proper operation of the ES&S Hardware and ES&S Software. 6. Customer shall be responsible for the acceptance of the ES&S Hardware and ES&S Software, unless otherwise agreed upon, in writing, by the parties. 7. Customer shall be responsible for the design, layout, set up, administration, maintenance, or connectivity of the Customer’s network. 8. Customer shall be responsible for the resolution of any errors associated with the Customer’s network or other hardware and software not purchased or recommended by ES&S and not otherwise identified in the User Guides as part of ES&S’ Hardware and Software. 9. Customer shall be responsible for all costs associated with diagnosing ballot printing problems resulting from the use of non-ES&S Ballot Partner Printers ballots. 10. Customer shall be responsible for the payment of additional or replacement Software CDs or DVDs requested by Customer. The price for such additional or replacement Software CDs or DVDs shall be at ES&S’ then current rates. 86 7.g. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: Landfill Tipping Fee Waiver Approval (County-Wide Fall Cleanup) Staff Contact(s): Kenneth Bowman Agenda Date: September 16, 2025 Item Number: 7.g. Attachment(s): None Reviewed By: SUMMARY: The County will be promoting litter clean-up throughout the County on “County- Wide Fall Cleanup Week,” October 6, 2025 – October 11, 2025. County Staff are requesting a County Landfill tipping fee waiver for County-Wide Fall Cleanup Week for litter that will be collected during said week. The waiver is only applicable for residentially generated waste that is collected from a County property. Liquids, oils, or hazardous materials will not be accepted. Each County resident is allowed to dispose of no more than four (4) automobile tires. Tractor or heavy equipment tires will not be accepted. Waste that is generated through business, commercial, or agricultural sources will not be accepted. Valid identification showing proof of County residence is required for disposal, and must be presented at the County’s Landfill Office upon delivery, or to other County Staff upon request. All waste presented for disposal is subject to inspection and will be denied if it does not meet these requirements. No quantity limits are placed on residential customers delivering their own waste by personal passenger vehicle smaller than a one (1) ton pickup truck and/or a flat, 4’x8’ single axle trailer with sides no greater than thirty-six (36) inches high. Accepted identification is as follows: • Unexpired Virginia driver’s license, military ID, or photo ID card with Pittsylvania County address; • Deed, mortgage, or monthly mortgage/rental statement with matching photo ID verifying residence in the County; • U.S. Postal Service change of address confirmation form with matching photo ID; or 87 • Current payroll stub by employer with matching photo ID showing a valid County address of the employee. FINANCIAL IMPACT AND FUNDING SOURCE: Unknown at this time. RECOMMENDATION: County Staff recommends the Board approve the request to waive County Landfill tipping fees for County-Wide Fall Cleanup litter with the conditions as listed. MOTION: “I make a Motion approving the request to waive County Landfill tipping fees for County-Wide Fall Cleanup litter that will be collected during said week with the conditions as listed." 88 7.h. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: Resolution #2025-09-01 (Authorizing Acceptance of Donated Parcels 2531-31-3261 and 2531-30-3436 for Public Use) Approval Staff Contact(s): Matthew Evans Agenda Date: September 16, 2025 Item Number: 7.h. Attachment(s): 1. 2025-09-01 Resolution Authorizing Acceptance of Donated Parcels 2531-31-3261 and 2531-30- 3436 for Public Use 2. Deed of Gift from McCarthy and Savage to County Reviewed By: SUMMARY: Katherine Selene McCarthy and Stephanie M. Savage, owners of Parcels 2531- 31-3261 and 2531-30-3436 in the Callands-Gretna Magisterial District, have offered to donate the properties to Pittsylvania County. The parcels, previously conveyed by Deed of Distribution in 2014 and recorded as Instrument Number 140004034 in the Pittsylvania County Circuit Court Clerk’s Office, are being conveyed at no cost to the County. Pursuant to Virginia Code § 15.2-1800(A), localities are authorized to acquire property by gift for public use. County Staff have reviewed the title history of the parcels and determined it is in the County’s best interest to accept the donation. FINANCIAL IMPACT AND FUNDING SOURCE: The donation of Parcels 2531-31-3261 and 2531-30-3436 to Pittsylvania County comes at no purchase cost. The County may incur minimal future expenses related to property maintenance, insurance, or potential improvements depending on the ultimate use of the parcels. At this time, no immediate 89 budgetary impact is anticipated beyond routine staff and legal review associated with the transfer. RECOMMENDATION: Staff recommends approval of Resolution #2025-09-01, authorizing the County Administrator to accept the donated parcels on behalf of Pittsylvania County, either by signing the face of the Deed of Gift or by executing a separate written instrument of acceptance. MOTION: "I make a Motion to adopt Resolution #2025-09-01, authorizing the County Administrator to accept the donation of Parcels 2531-31-3261 and 2531-30-3436 from Katherine Selene McCarthy and Stephanie M. Savage for public use.” 90 PITTSYLVANIA COUNTY BOARD OF SUPERVISORS RESOLUTION # 2025-09-01 __________________________________________________________________ RESOLUTION AUTHORIZING ACCEPTANCE OF DONATED PARCELS 2531-31- 3261 AND 2531-30-3436 FOR PUBLIC USE VIRGINIA: At the Pittsylvania County Board of Supervisors’ (“Board”) September 16, 2025, Business Meeting, the following Resolution was presented and adopted: WHEREAS, Virginia Code § 15.2-1800(A) authorizes localities to acquire real property by gift, within their jurisdiction, for any public use; and WHEREAS, Katherine Selene McCarthy (“McCarthy”) and Stephanie M. Savage (“Savage”) are the current owners of Parcels 2531-31-3261 and 2531-30-3436, as more fully described in that certain Deed recorded in the Pittsylvania County Circuit Court Clerk’s Office as Instrument Number 140004034; and WHEREAS, McCarthy and Savage have generously offered to donate the aforementioned parcels to Pittsylvania County; and WHEREAS, the Board has reviewed the title history of the parcels and finds it in the best interest of the County and its citizens to accept the donation for public use; NOW, THEREFORE, BE IT RESOLVED, that the Pittsylvania County Board of Supervisors hereby authorizes and directs the County Administrator to formally accept the conveyance of the real property described in Schedule “A” by signing the face of the Deed of Gift or by executing a separate written instrument of acceptance, as required by law. Given under my hand this 16th day of September, 2025. __________________________________ Robert M. Tucker, Jr., Chairman Pittsylvania County Board of Supervisors __________________________________ Kaylyn M. McCluster, Clerk Pittsylvania County Board of Supervisors Approved as to Form: ________________________ Matthew W. Evans, Esq. Pittsylvania County Attorney 91 SCHEDULE A The property is that certain parcels of land, briefly described as located in the Callands-Gretna Magisterial District being lots numbering forty (40) through fourth-nine (49) inclusive, as shown on Map “A” of the Sub-Division of A. T. Colbert’s Estate by E. L. Moore, County Surveyor (Pittsylvania County Parcel ID: 2531-31-3261), and the property of that certain tract or parcel briefly described as land lying in the Callands Gretna Magisterial District in Pittsylvania County, Virginia, as short distance north of the Town of Gretna, east from the old United States Highway No. 29, (Pittsylvania County Parcel ID: 2531-30-3436). 92 This Deed is exempt from recordation taxes and fees under Virginia Code §§ 58.1-811(A)(3) and 58.1-811 (D) Deed prepared by and GPIN: 2531-31-3261 and 2531-30-3436 returned to: Grantees Address: Matthew W. Evans, Esq. P O Box 426 1 Center Street Chatham, VA 24531 Chatham, Virginia 24531 Title Insurance: Unknown VSB # 82081 DEED OF GIFT: This Deed of Gift, dated this ____ day of ______________, 2025, by and between sisters KATHERINE SELENE MCCARTHY and STEPHANIE M. SAVAGE, sisters, Grantors, and the BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia, Grantee. WITNESSETH: That for no monetary consideration, Grantors do hereby grant, give, and convey with General Warranty and English Covenants of Title unto Grantee all of that certain lot, tract, or parcel of land, with improvements thereon and appurtenances thereunto belonging (“Property”), situate in Pittsylvania County, Virginia, and more particularly described as follows: Parcel 1. All those certain parcels of land situated, lying and being in Callands-Gretna Magisterial District, Pittsylvania County, Virginia, described as being lots numbering forty (40) through forty-nine (49), inclusive, as shown on Map “A” of the Sub-Division of A. T. Colbert’s Estate by E. L. Moore, County Surveyor, dated June 22, 1963, which map is recorded in the Clerk’s Office of Pittsylvania County, Virginia, in Deed Book 433, Page 593; and being a part of the land conveyed to Mont and Josephine Hubbard by deed dated August 20, 1963, from O. M. Colbert et al., Executors of A. T. Colbert Estate, recorded in Deed Book 433, Page 696, in the aforesaid Clerk’s Office; being the same land that was conveyed to Altavista Concrete Company by Exchange Deed #1737 on August 7, 1970, from Josephine Hubbard et al., recorded in Deed Book 526, Page 496, in the aforesaid Clerk’s Office. This conveyance is subject to any easements for public utilities affecting the same. Parcel 2. All of that certain tract or parcel of land lying in Callands-Gretna Magisterial District in Pittsylvania County, Virginia, a short distance north of the Town of Gretna, east from the old United States Highway No. 29, described as follows: BEGINNING at an iron pin corner with land of R. J. 93 Shelton in the line of the property formerly sold Abercrombie Oil Co.; thence along the line of Abercrombie Oil Co., S. 48 1/2⁰ E. 270 feet, more or less, to the right of way of the Southern Railway Co.; thence in a northeastern direction 728 feet, more or less, to a point; thence at right angles in a western direction 50 feet, more or less, and continuing along the said right of way in a northeastern direction 220 feet to George’s Creek; thence along the same in a western direction 12 feet to the line of the property of Mont and Josephine Hubbard; thence along their line, S. 16 1/2⁰ W. 227 feet to an iron pin; S. 24⁰ W. 163 feet to and iron pin; S. 18⁰ W. 121 feet to rock pile; thence S. 38 1/2⁰ W. 195 feet to an iron pin corner with R. J. Shelton; thence along his line, S. 34 1/2⁰ W. 110 feet, more or less, to the pint of BEGINNING; being the same property conveyed to Altavista Concrete Company by deed dated February 8, 1964, from S. V. Berger, et al., recorded in Deed Book 447, Page 29, in the aforesaid Clerk’s Office and shown on the map recorded in the Clerk’s Office in Deed Book 325, Page 141, to which deed and map reference is hereby made for a more particular description of said land. This conveyance being subject to easements for a spillway of surface water over the land as recorded in Deed Book 363, Page 94 and Deed Book 424, Page 462, Pittsylvania County Clerk’s Office. The property hereby conveyed in this Deed of Gift consists of both Parcel 1 and Parcel 2, described above, which were conveyed together from Altavista Concrete Company to James C. McCarthy by deed dated March 24, 1978, which is recorded in Deed Book 649, Page 69, in the aforementioned Clerk’s Office; this conveyance being subject to easements for a spillway of surface water over Parcel 2 as recorded in Deed Book 363, Page 94 and Deed Book 424, Page 462, Pittsylvania County Clerk’s Office. Being the same property conveyed from James C. McCarthy to James C. McCarthy, Trustee of the James C. McCarthy Revocable Trust U/A DTD 06/18/2003 by deed dated February 27, 2004, which is recorded in Deed Book 1425, Page 730, in the aforesaid Clerk’s Office. This conveyance was made subject to all easements, rights of way and restrictive covenants now of record or affecting said property. Being the same property conveyed from Bernard C. Baldwin III, Trustee of the aforementioned James C. McCarthy Revocable Trust by deed of distribution dated August 25, 2014 to Katherine Selene McCarthy and Stephanie M. Savage, which is recorded as Instrument Number 140004034 in the aforementioned Clerk’s Office. This conveyance was made subject to all easements, rights of way and restrictive covenants now of record or affecting said property. This conveyance is made subject to all easements, rights of way and restrictive covenants now of record or affecting said property. 94 In compliance with Virginia Code § 15.2-1803, this Deed of Gift and the conveyance of the Property described above have been accepted by Grantee in a Resolution of the Board of Supervisors of Pittsylvania County, Virginia, duly adopted at a meeting of said Board held on the 16th day of September, 2025. A copy of said Resolution is attached to this Deed as Exhibit “A.” Acceptance of this Deed and the conveyance of the Property described above to Grantee is further evidenced by the execution of this Deed by Grantee’s duly authorized official. Witness the following signatures and seals: GRANTORS: KATHERINE SELENE MCCARTHY STEPHANIE M. SAVAGE By: ____________________________________________ Katherine Selene McCarthy By: ____________________________________________ Stephanie M. Savage COMMONWEALTH OF VIRGINIA COUNTY OF PITTSYLVANIA, to-wit: The foregoing deed was acknowledged before me this ______ day of __________, 2025, by Katherine Selene McCarthy and Stephanie M. Savage, sisters. My Commission expires: _______________ Notary’s Registration No. _______________ _____________________________________ Notary Public 95 GRANTEE: THE BOARD OF SUPERVIOSRS OF PITTSYLVANIA, VIRGINIA By: _______________________________________ Robert M. Tucker, Jr. Chairman COMMONWEALTH OF VIRGINIA COUNTY OF PITTSYLVANIA, to-wit: The foregoing deed was acknowledged before me this ______ day of __________, 2025, by Robert M. Tucker, Jr., acting in his capacity as Chairman of the Board of Supervisors of Pittsylvania County, Virginia, on behalf of said Board. My Commission expires: _______________ Notary’s Registration No. _______________ ____________________________________ Notary Public APPROVED AS TO FORM By: ________________________ Matthew W. Evans, Esq. Pittsylvania County Attorney 96 7.i. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: DRF Grant for Comprehensive Plan Update Project Staff Contact(s): Dave Arnold Agenda Date: September 16, 2025 Item Number: 7.i. Attachment(s): 1. Grant Agreement - PittCo Comp Plan Reviewed By: SUMMARY: The Danville Regional Foundation (“DRF”) has committed to provide a 50% match, up to $300,000, to support Pittsylvania County (“County”) in hiring a consulting firm to conduct a thorough and comprehensive planning process aligned with best practices and tailored to the County’s specific needs. DRF’s funding will be distributed in three installments through November 2027 and is contingent upon the County meeting certain requirements. These include forming a steering committee, delivering reports to the committee, residents, and DRF demonstrating how community input has been incorporated, hosting town hall-style meetings, and submitting a final close-out report to DRF. FINANCIAL IMPACT AND FUNDING SOURCE: The exact County cost will depend on the final contract amount with the consulting firm, but the maximum County exposure under this agreement would be $300,000 spread over the life of the project (through November 2027). RECOMMENDATION: County Staff recommends that the Board of Supervisors accept the Danville Regional Foundation’s funding commitment. This partnership provides a unique opportunity to leverage up to $300,000 in outside funding, ensures that community input is meaningfully incorporated, and positions the County to address long-term needs through a best-practices approach. MOTION: 97 "I make a Motion to accept the Danville Regional Foundation’s 50% matching grant commitment, up to $300,000." 98 GRANT AGREEMENT This Grant Agreement is by and between Danville Regional Foundation, 512 Bridge Street, Danville, Virginia 24541, hereinafter “the Foundation” or “DRF”) and Pittsylvania County, PO Box 426, Chatham, VA 24531 (hereinafter “the Grantee” or “PC”)(hereinafter “the Agreement”). DRF is a Virginia nonstock corporation that has been recognized by the IRS as an organization described in Internal Revenue Code Section 501(c) (3) and exempt from tax under Section 501(a) of the Internal Revenue Code. Pittsylvania County, Virginia, is a political subdivision of the Commonwealth of Virginia. The Foundation awards the following grant, and the Grantee agrees to accept the grant, in accordance with the following terms and provisions: I. OVERVIEW DRF funds will help PC to complete a comprehensive planning process. This grant to PC is directly related to two of the long-term community outcomes mentioned in DRF's Theory of Change, specifically all community members being healthy and happy and collectively contributing to a thriving Dan River Region and all community members participating in the economic transformation of the region. The grant funds shall be used solely for the purposes described within this Agreement. If any portion of the grant is used for any purpose other than the purposes described in this Agreement, the Grantee shall promptly correct the error. If the error is not corrected, DRF reserves the right to the return of any amounts diverted from the purposes of the grant. Grant Title: Pittsylvania County Comprehensive Plan Effective date: July 1, 2025 End date: November 30, 2027 Grant Amount: up to $300,000, matched dollar-to-dollar with funding from Pittsylvania Couny Funds shall not be used for undertaking any activity for a non-charitable purpose. This grant is not in any way earmarked to support or carry on any lobbying or voter-registration drive. Funds shall not be used for individual study or travel purposes within the meaning of Section 4945(d) of the Internal Revenue Code. 99 II. PURPOSE DRF is making this grant to support quality planning efforts in the region and to stimulate excellent economic development and administration. DRF funding will be used by PC to hire a consulting firm to execute a thorough and comprhensive process in keeping with best practices and the specific needs of Pittsylvania County. III. PAYMENT SCHEDULE As currently projected, DRF would expect to allocate up to $300,000 between July 2025 and November 2027. These payments are expected to be released in three installments and would be released upon PC’s verification of having met the conditions set forth in this document and in conversation with Pittsylvania County staff and upon receiving an invoice from PC requesting payment. The conditions for the release of these installments are detailed below in “IV. Requirements.” IV. REQUIREMENTS The Grantee will adhere to the following requirements during the grant period. The Grantee will convene a steering committee of county residents and representatives of significant institutions to guide and facilitate their community engagement efforts. The number of members of this committee is up to the Grantee’s discretion but is expected to be a sufficient number to be representative of the county’s residents and stakeholders with attention given to diversity and representation of such. The Grantee will deliver reports back to the steering committee, county residents, and DRF about how community input has been meaningfully incorporated into the plan. There will be no fewer than three reports with the first two reports being linked to additional disbursements of funding. Grantee staff and consultants are free, with the steering committee’s guidance, to choose the most appropriate medium for the reports as long as at least one of the reports is done as part of an in-person event. Grantee staff and/or consultants will hold three (at minimum) “town hall meeting” style events to solicit feedback and with the guidance and assistance of the steering committee. The events will be distributed across the county in such a way as to minimize travel distance for residents and planned to maximize resident participation; a report on the events will be made available to DRF. PC will be responsible for tracking all deliverables and including an update on them in any reports to DRF. The Grantee will provide a closeout report within twelve weeks of the completion of the comprehensive planning process. This closeout report must include a budget of how funding was spent and a narrative description of the impact of funded activities. 100 V. BUDGET The planned budget, and use of funds over the course of the grant period, is in accordance with the “Use of Resources” section of the Grantee’s approved proposal. VI. SPECIAL PROVISIONS All grants are made in accordance with current and applicable laws and the Internal Revenue Code, as amended, and its regulations. Expenditure of Funds: Funds shall be expended in accordance with the budget contained within this agreement and attachments. Expenses charged against this grant shall not be incurred prior to the date on which the grant period begins or after its termination date and shall be incurred only to carry out the approved program described herein. All line items may be changed by up to 10 percent without written Foundation approval as long as the budget total does not change. Line items may not be added or deleted without written approval from the Foundation. Grant funds may not be used for lobbying, which for this purpose includes any attempt to influence specific legislation by affecting public opinion, or communicating with any member or employee of a legislative body, other than by making available the results of nonpartisan study, analysis or research. Record Keeping and Reporting: The Grantee and PC shall maintain records consistent with generally accepted accounting principles (GAAP) to account for the funds received under this grant and to identify how the funds have been expended. Reversion of Grant Funds: The Grantee shall return unexpended and uncommitted funds at the close of the grant period, unless other written arrangements are made with the Foundation. Notification: The Grantee shall notify the Foundation of any lawsuit, or any proceeding before any federal, state, or local administrative agency that may impact this initiative. Indemnification: The Grantee will protect and hold harmless, to the extent allowable by law, the Foundation from and against all claims, suits, and actions arising from negligent acts or omissions, which may occur in the Grantee’s performance of the terms of this Agreement. Licensing: The Grantee shall obtain and maintain all registrations, licenses, consents, and filings with any party or any public authority required in connection with the Grantee's 101 operation or with the execution and performance of this Agreement. Subcontractor: If at any time the Grantee intends to use subcontractors in performing its obligations under this Agreement, the Grantee assumes responsibility for the actions and omission of the subcontractors. Any act or omission by a subcontractor which would be a breach of this Agreement if such act or omission were made by the Grantee shall be deemed to be a breach of this Agreement by Grantee. Termination of Agreement: Either party in writing may terminate this Agreement for cause at any time by providing 30-day written notice to the other party via registered mail using the address contained herein. Upon termination the Grantee shall promptly repay all unexpended and uncommitted grant funds, providing the Foundation with appropriate accounting records to support the process. Any such termination does not affect the Foundation’s right and ability to claw back funds or recover funds as set forth herein. Waiver: The failure of either party to insist upon strict performance of the terms, conditions and provisions of this Agreement shall not be deemed a waiver of future compliance or a waiver of any provisions herein. Communications & Media Guidelines: All materials referencing DRF and/or including its logo (i.e. press releases, website additions or event/location signage) must be reviewed by your DRF Program Officer for approval before release, printing or publication. Grant announcements cannot be made until both parties have signed and executed the full grant agreement. DRF will have at least 48 hours in advance to review all materials prior to a scheduled media announcement or deadline. Approval will be provided within two business days. Construction of Agreement: The laws of the Commonwealth of Virginia shall govern this Agreement. This Agreement supersedes any and all prior agreements and contains the entire agreement of the Parties. This Agreement shall not be amended or modified in any manner other than by an amendment in writing signed by all parties to this Agreement. The Grantee understands that to become effective this document must be signed and received by the Foundation no later than July 31, 2025. Should the Foundation not receive the signed document by that date, the Agreement shall be null and void and none of the Parties to the Agreement will be responsible for any of the elements contained within it. (Signature Page Follows) 102 DANVILLE REGIONAL FOUNDATION PITTSYLVANIA COUNTY _________________________________________ __________________________________________ By: Clark Casteel By: Robert Tucker Title: President & CEO Title: Chairman, Board of Supervisors Date: Date: __________________________________________ By: Vincent Shorter Title: County Administrator Date: 103 7.j. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: Appointment: Library Board (Tunstall, Barbara Davis) Staff Contact(s): William Ingram Agenda Date: September 16, 2025 Item Number: 7.j. Attachment(s): 1. Barbara Davis - Library Board Reviewed By: SUMMARY: Debra Turner, who previously served as the Tunstall District Representative on the Library Board, has resigned and will not complete her term, which was set to expire on June 30, 2028. Barbara Davis has expressed interest in serving in this role, and Supervisor Ingram recommends her appointment to fill the unexpired term, beginning September 16, 2025, and ending June 30, 2028. Ms. Davis’s interest form is attached for the Board’s consideration. FINANCIAL IMPACT AND FUNDING SOURCE: Not applicable. RECOMMENDATION: County Staff recommends the Board appoint Barbara Davis to the Library Board as detailed above. MOTION: "I make a Motion to appoint Barbara Davis to the Library Board as detailed above." 104 Board & Commission Interest Form First Name Barbara Last Name Davis Address 5756 Whispering Pines Road City Cascade State Va Zip Code 24069 Election District Tunstall Phone 4346856545 Email barbandbutch@embarqmail.com Board, Committee / Commission of Interest Library Board Disclaimer Members of the Board of Zoning Appeals and the Board of Equalization are appointed by a local judge. The Board of Supervisors can make recommendations, but a judge actually makes the appointment. Resume or Cover Letter Field not completed. Education Background BBA from Iona College, New Rochelle, N.Y. Occupation Retired accountant Why do you want to serve on this Board? I have always found the library a home away from home. My daughter is a librarian and we have always loved to read. What special skills / interests / qualifications would benefit you in this appointment? I am retired and have lots of time to spend helping. Agreement I agree If appointed to serve on any Committee, Board, or Commission, I agree to the following: I agree Disclaimer: The Pittsylvania County Board of Supervisors reserves the absolute legal right to appoint an individual to any Committee, Board, or Commission. Moreover, completion and submission of the Citizen Committee Interest Form does not guarantee an appointment to a committee by the Pittsylvania County Board of Supervisors. 105 7.k. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Action Item Agenda Title: Appointment: Beautification Committee (Tunstall, Christina Stowe) Staff Contact(s): William Ingram Agenda Date: September 16, 2025 Item Number: 7.k. Attachment(s): 1. 09-09-2025 Christina Stowe - Beautification Committee Reviewed By: SUMMARY: Carolyn Herndon, who previously served as the Tunstall District Representative on the Beautification Committee, has resigned and will not complete her term, which was set to expire on May 22, 2026. Christina Stowe has expressed interest in serving in this role, and Supervisor Ingram recommends her appointment to fill the unexpired term, beginning September 16, 2025, and ending May 22, 2026. Ms. Stowe's interest form is attached for the Board’s consideration. FINANCIAL IMPACT AND FUNDING SOURCE: Not applicable. RECOMMENDATION: County Staff recommends the Board appoint Christina Stowe to the Beautification Committee as detailed above. MOTION: "I make a Motion to appoint Christina Stowe to the Beautification Committee as detailed above." 106 Board & Commission Interest Form First Name Christina Last Name Stowe Address 2068 Whitmell School Road City Dry Fork State VA Zip Code 24549 Election District Tunstall Phone 4347135245 Email crissy.stowe39@gmail.com Board, Committee / Commission of Interest Other Please specify Beautification Committee Disclaimer Members of the Board of Zoning Appeals and the Board of Equalization are appointed by a local judge. The Board of Supervisors can make recommendations, but a judge actually makes the appointment. Resume or Cover Letter Field not completed. Education Background 1996 Graduate of Tunstalll High School Studied Criminal Justice at Guilford Technical Community College Occupation Lead Sales Associate Why do you want to serve on this Board? To help the community and be involved in the community. What special skills / interests / qualifications would benefit you in this appointment? I like to plant flowers, my interest is in making a difference in the community. Help out where I am needed. Agreement I agree If appointed to serve on any Committee, Board, or Commission, I agree to the following: I agree Disclaimer: The Pittsylvania County Board of Supervisors reserves the absolute legal right to appoint an individual to any Committee, Board, or Commission. Moreover, completion and submission 107 of the Citizen Committee Interest Form does not guarantee an appointment to a committee by the Pittsylvania County Board of Supervisors. 108 8.a. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Information Only Agenda Title: General Presentations (Board of Supervisors); (if any) Staff Contact(s): Board of Supervisors Agenda Date: September 16, 2025 Item Number: 8.a. Attachment(s): None Reviewed By: The Board will present any Resolutions, Proclamations, or Recognitions approved on the September (or any previous) Consent Agenda. 109 8.b. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Information Only Agenda Title: Presentation of Recognition to Crews Construction by Delegate Eric Phillips Staff Contact(s): Delegate Eric Phillips Agenda Date: September 16, 2025 Item Number: 8.b. Attachment(s): None Reviewed By: Crews Construction will be recognized by Delegate Eric Phillips in celebration of the company’s 50th anniversary. 110 10.a.1. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Rezoning Case Agenda Title: Case R-25-018 A&S Investments; Rezoning from A-1, Agricultural District, to B-2, Business District, General (Supervisor Bowman) Staff Contact(s): Dave Arnold Agenda Date: September 16, 2025 Item Number: 10.a.1. Attachment(s): 1. A&S Investments Documents Reviewed By: SUMMARY: In Case R-25-018, A&S Investments (Petitioner) has petitioned to rezone property located on State Road 718/Dry Fork Road in the Chatham-Blairs Election District and shown on the Tax Maps as GPIN # 2403-00-5787. The applicant is requesting to rezone one (1) parcel, totaling 0.528 acres, from A-1, Agricultural District to B-2, Business District, General to allow the property to be consolidated with an adjacent parcel zoned B-2. Once the property is rezoned to B-2, all uses listed under Section 35-365 are a permitted use. The Comprehensive Plan designates the future land use as Agricultural and Rural Residential. On August 5, 2025, the Planning Commission recommended by a 5-0 vote, with no opposition, and Oakes abstaining from the vote, that the petitioner's request be granted. For the Board’s review, the County Staff Summary is attached. FINANCIAL IMPACT AND FUNDING SOURCE: None RECOMMENDATION: Staff recommends approval of Case R-25-018, submitted by A&S Investments LLC., requesting to rezone 0.528 acres, located on State Road 718/Dry Fork Road, in the Chatham-Blairs Election District and shown on the Tax Maps as GPIN # 2403-00-5787. The subject property is adjacent to properties currently zoned A-1, Agricultural District, and the rezoning would be consistent with the Comprehensive Plan. 111 MOTION: "In Case R-25-018, I make a Motion to approve the rezoning of 0.528 acres, from A-1, Agricultural District to B-2, Business District, General, to allow the property to be consolidated with an adjacent parcel zoned B-2." 112 113 114 115 116 117 118 119 120 10.a.2. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Rezoning Case Agenda Title: Case R-25-020, Jerry Barker; Rezoning from R-1, Residential Suburban Subdivision District, to A-1, Agricultural District (Supervisor Tucker) Staff Contact(s): Dave Arnold Agenda Date: September 16, 2025 Item Number: 10.a.2. Attachment(s): 1. Barker Documents Reviewed By: SUMMARY: In Case R-25-020, Jerry Barker (Petitioner) has petitioned to rezone property located on State Road 671/Midway Road in the Banister Election District and shown on the Tax Maps as GPIN # 2542-50-9098 and 2542-50-9181. The applicant is requesting to rezone one (1) parcel, totaling 12.6881 acres, from R- 1, Residential Suburban Subdivision District, to A-1, Agricultural District, to allow the properties to be consolidated. Once the property is rezoned to A-1, all uses listed under Section 35-178 are a permitted use. The Comprehensive Plan designates the future land use as Agricultural and Rural Residential. On August 5, 2025, the Planning Commission recommended by a 6-0 vote, with no opposition, that the petitioner's request be granted. For the Board’s review, the County Staff Summary is attached. FINANCIAL IMPACT AND FUNDING SOURCE: None. RECOMMENDATION: Staff recommends approval of Case R-25-020, submitted by Jerry Barker, requesting to rezone 12.6881 acres located on State Road 761/Midway Road, in the Banister Election District and shown on the Tax Maps as GPIN # 2542-50-9098 and 2542-50-9181. 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. 121 MOTION: "In Case R-25-020, I make a Motion to approve the rezoning of 12.6881 acres, from R-1, Residential Suburban Subdivision District, to A-1, Agricultural District, to allow the properties to be consolidated." 122 123 124 125 126 127 128 129 130 131 10.b.1. BOARD OF SUPERVISORS EXECUTIVE SUMMARY Information Only Agenda Title: Public Hearing: Comprehensive Plan (Line & Grade) Staff Contact(s): Dave Arnold Agenda Date: September 16, 2025 Item Number: 10.b.1. Attachment(s): 1. 09-16-2025 Public Hearing Notice - Comprehensive Plan Citizen Input - with attachments Reviewed By: SUMMARY: Representatives from Line & Grade will provide information on the proposed agreement for the Comprehensive Plan Update Project, and the Board will hear public comment regarding the project scope, community engagement, and plan development process. This item is for informational purposes only; no action is required at this time. FINANCIAL IMPACT AND FUNDING SOURCE: Not applicable. RECOMMENDATION: Not applicable. MOTION: Not applicable. 132 PUBLIC HEARING NOTICE The Pittsylvania County Board of Supervisors will hold a Public Hearing on Tuesday, September 16, 2025, at 7:00 p.m., at the Board Meeting Room, 39 Bank Street, Chatham, Virginia 24531, to receive public comment related to the project scope, community engagement, and plan development process for the Comprehensive Plan. Related documentation/information is available for public viewing at the County Administration Building, 1 Center Street, Chatham, Virginia 24531, Monday through Friday from 8:00 a.m. to 5:00 p.m., and on the County’s website: www.pittsylvaniacountyva.gov. 133 434-262-0169 line-grade.com 222 West South Street, Charlottesville, VA 22902 July 31, 2025 Dave Arnold Deputy County Administrator Pittsylvania County, VA Delivered via email RE: Addendum to Pittsylvania County Comprehensive Plan Update Proposal Dear Dave, Line and Grade appreciates the opportunity to enter negotiations with Pittsylvania County for the Comprehensive Plan Update project. This letter serves as an addendum to the Proposal Dated March 28, 2025. Below you will find a summary of negotiated items based on discussions with County staff and some options for moving forward. Option 1 | Original Proposal inclusive of Preliminary Zoning Review at no added cost This added service will consist of a high-level evaluation of the draft Zoning Ordinance to assess its readiness for adoption. Our assessment may include recommendations for phased adoption and integration with the Comprehensive Plan update process. Recommendations will be summarized in a memo to County staff. This added service will be completed as part of the Phase 0 tasks and deliverables. Our proposal will accommodate the addition of a preliminary evaluation of the County’s draft Zoning Ordinance within the initial proposed fee of $200,982. Option 2 | Original Proposal inclusive of Preliminary Zoning Review with addition of Fiscal Impact Analysis Tool Option 2 incorporates the addition of Fiscal Impact Analysis Tool which is designed to help County decision makers understand the impacts of different growth scenarios. As part of this task, we’ll collaborate with County staff to identify up to three growth-related impacts to measure, such as fire/rescue services, traffic, schools, and public utilities. For each, we’ll establish baseline costs or impacts and analyze how various growth scenarios affect each topic area. The resulting tool will be focused on the County’s current development areas or a specific sub-geography and will present up to three potential growth models for consideration. These might include, for example, a low-density single-family development pattern versus mixed-use growth adjacent to Danville and other County towns. This added service would be completed as part of the Phase 2 tasks and services. The estimated fee for incorporating the Fiscal Impact Analysis Tool is $23,995. This added to the initial fee brings the overall project fee to $225,997. 134 Pittsylvania County Comprehensive Plan Update Proposal July 31, 2025 Page 2 Option 3 | Original Proposal inclusive of Preliminary Zoning Review with addition of all Optional Services During negotiation discussions, staff requested the final costs of all "Optional Services" detailed in the proposal. Staff also requested we include additional Optional Services of support for Zoning Ordinance updates, support for Zoning Map updates, and an additional Steering Committee meeting. At the outset of the project, the need for many of these Optional Services is uncertain. For example, during Phase 2 or Phase 3 of the project, we may identify a need for an additional Community Meeting or Steering Committee meeting to address topics that need additional discussion or input. Optional Services may be incorporated into the contract via an additional Task Order at any point during the project's duration, as the need arises. An estimated cost for each Optional Services is provided below. Date Estimated Cost Optional Service: Fiscal Impact Analysis Tool $23,995 Optional Service: Additional Community Meeting $8,820 Optional Service: Additional Steering Committee Meeting $5,665 Optional Service: Support for Zoning Ordinance Updates $22,600 Optional Service: Support for Zoning Map Updates $31,125 Optional Service: Online Interactive Mapping Tool $9,605 Optional Service: Project Metrics and Project Website $13,850 If all Optional Services were to be added to the original project fee, the total fee would equal $304,497. We are also attaching to this letter an amended project schedule. The updated schedule reflects the timeline based on number of months from the date of the executed contract and notice to proceed. We're excited about the opportunity to partner with Pittsylvania County on its Comprehensive Plan Update. After discussions with staff, we believe Option 2 would most effectively serve the County's needs. We remain flexible and ready to incorporate Optional Services as they become necessary and we're ready to proceed with whichever direction best aligns with your priorities. Please let us know if you have any questions or require further clarification on these options. Sincerely, Mike Callahan, AICP Director of Community Planning 135 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 3 Number of months beginning with notice to proceed TASKS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 TASK 0 | SETUP & ONGOING MANAGEMENT Branding, Project Website, Doc Review Bi-Weekly Team Meetings TASK 1 | DISCOVERY & VISIONING Demographics, Existing Conditions Buildout Analysis & Forecasting Steering Committee Meeting 1 Community Listening Session & Survey Background report / draft vision TASK 2 | POLICY SETTING Land Use & Trans-portation Plan Steering Committee Meeting 2 Housing / Econ. Dev. Strategies Steering Committee Meeting 3 Community Open House & Survey PC & BOS Work Sessions TASK 3 | IMPLEMENTATION PLANNING Draft Implementation Strategies Matrix Steering Committee Meeting 4 Community Workshop & Survey PC & BOS Work Sessions Task 4 | ADOPTION Final Draft Plan Public Comment Period Public Hearings & Adoption PROPOSED SCHEDULE BY TASK 136 Daniel Hyer, PE | dhyer@line-grade.com | 434-962-2430 COMPREHENSIVE PLAN CONSULTING SERVICES Pittsylvania County, VA03.28.2025 RFP # 20250303 Submitted by: 137 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 2 3 In Compliance with this Request for Proposal the named party hereby submits a proposal in response to Pittsylvania County to furnish services described in this RFP. The entire proposal, including Technical proposal, Proposal Cover Sheet, and any supplemental materials required to be provided by the offeror pursuant to the terms and conditions of the RFP, constitute the entire proposal. The party hereby certifies that such is genuine and not collusive or sham; that said offeror has not colluded, conspired, connived or agreed, directly or indirectly, with any bidder or person, to put in a sham bid or to refrain from bidding, and has not in any manner, directly or indirectly, sought by agreement or collusion or communication or conference, with any person to fix the bid price or affiant or any bidder, or to fix any overhead, profit or cost element of said bid price, or of that of any other bidder, or to secure any advantage against Pittsylvania County or any person interested in the proposed contract. The party submitting the forgoing Proposal acknowledges the provisions, terms and conditions of this RFP, including all attachments and addenda, and agrees to be bound by those provisions, terms and conditions. Further, the party certifies that all information submitted in response to this RFP is correct and true. The person signing this form shall be an authorized signatory officer of the corporation or an individual authorized by the By-Laws of the Corporation that has been given authoritative responsibility to bind the firm in a contract. Name and Address of Firm: ___________________________________________Date: ________________________________ ___________________________________________By: _________________________________ (Signature in Ink by Officer of the Corporation) ___________________________________________ Name: _________________________________ (Please Print)_________________________Zip Code___________ Title: _________________________________ Phone: (____) _______________________________ Fax: (_____) ____________________________ E-mail: _____________________________________ State of Incorporation: ___________________ State Corporation Commission #: __________ Receipt of the following Addenda are acknowledged: Attach a copy of your company’s SCC Certificate and a list of officers.Addendum No. ____________, dated____________ ________________________________________ Addendum No. ____________, dated____________ (Please note all addenda’s) (Return this Form) Line and Grade, LLC 222 South Street Charlottesville, VA\22902 dhyer@line-grade.com 434 962-2430 Daniel Hyer Principal Virginia 1 March 4, 2025 S5098779 April 3rd, 2025 138 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 3 CERTIFICATE OF FACTCERTIFICATE OF FACTCERTIFICATE OF FACTCERTIFICATE OF FACT I Certify the Following from the Records of the Commission: That Line and Grade, LLC is duly organized as a Limited Liability Company under the law of the Commonwealth of Virginia; That the Limited Liability Company was formed on June 9, 2014; and That the Limited Liability Company is in existence in the Commonwealth of Virginia as of the date set forth below. That the limited liability company is current in the payment of all registration fees assessed against it by the Commission pursuant to the Virginia Limited Liability Company Act as of the date set forth below. Nothing more is hereby certified. Signed and Sealed at Richmond on this Date: March 27, 2025 Bernard J. Logan, Clerk of the Commission CERTIFICATE NUMBER : 2025032721589950 139 4 TABLE OF CONTENTS Cover Images from Top to Bottom: Vinton Dogwood Parade, Mecklenburg County Rural Conservation Areas, Milton Airfield, Colonial Avenue, Vinton Comp Plan, Broadway Blueprint Engagement. This Page: Youngsville Comp Plan transportation planning community meeting. Contents Section 1 | Introduction and Firm Overview .....................................5 Section 2 | Project Understanding, Scope, and Strategy .............9 Section 3 | Project Team and Experience .....................................22 140 SECTION 1 | INTRODUCTION AND FIRM OVERVIEW Colonial Avenue, City of Roanoke141 Dear Selection Committee members, Line and Grade is pleased to submit a proposal for consulting services for the Pittsylvania County Comprehensive Plan Update. Our firm is a Planning, Civil Engineering, and Design Studio with offices in Charlottesville, Virginia, and Chapel Hill, North Carolina. We were founded on the principle that effective planning and design begins with a deep understanding of the communities we serve. This philosophy drives our approach to every project, ensuring that our solutions are both technically sound and thoughtfully aligned with the needs and aspirations of the community Our team is deeply rooted in this region. Our Charlottesville-based team will be spearheading this project and will be accessible to the community and project team throughout the project’s duration. Our team has a deep understanding of the unique challenges and opportunities facing rural localities in Virginia as well as those faced by Southside Virginia. Our team members have worked recently on projects with the Danville/Pittsylvania County MPO as well as projects within the region including in Franklin and Mecklenburg Counties. Vlad Gavrilovic, AICP, of New Paradigm Planning, joins our team, bringing over 30 years of Virginia expertise in comprehensive planning. Vlad’s skills and knowledge in land use, transportation, and community engagement are unmatched in the state of Virginia. Our firms have a track record of successful collaboration, ensuring a seamless integration of our work. Line and Grade has cultivated a reputation for excellence, with a robust portfolio of successful projects. In 2024, the American Planning Association recognized the Youngsville 2050 Comprehensive Land Use and Transportation Plan, which our team led for Youngsville, NC, with the Vernon Deines Award as the top plan nationally for a small town. Subsequently, the plan was recognized by North Carolina APA’s as the state’s top small town Comprehensive Plan. In 2023 Botetourt County, VA’s Gateway Crossing Small Area Plan, which Mike Callahan led at a prior firm, was recognized by the Virginia Chapter of the APA with the 2023 Holzheimer Economic Development Award, for plans that make great places happen in Virginia. These award-winning projects reflect our firm’s belief that great plans are much more than pretty pictures. They must be attainable and include a clear and compelling strategy. People must under-stand the “why” behind the plan to feel a commitment to seeing it through. We recognize that today’s challenges call for innovative collaborators who ask new kinds of questions. Our approach is rooted in humble engagement, creative problem-solving, and strong interpersonal relationships. If selected for this project, we bring our commitment to delivering Pittsylvania County an implementable plan that is widely understood, focused on what matters, and gets used for many years to come. We welcome the opportunity to further discuss our approach and look forward to your response. In good cheer, Daniel C. Hyer, PE Founding Principal dhyer@line-grade.com 434-962-2430 434-262-0169 line-grade.com 222 South Street, Charlottesville, VA 22902142 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 7 SECTION 1 | INTRODUCTION AND FIRM OVERVIEWYour partners for visioning and building common ground. Ready to help you think, plan, and do. ABOUT LINE & GRADE Line and Grade is a civil engineering and community planning consultancy with offices in Charlottesville, VA and Chapel Hill, NC. We are a small, interdisciplinary team of dedicated and creative professionals who love to explore the limits of what our profession can offer. Line and Grade has been in business since 2014 and in 2024 we expanded our capabilities through a merger with 3TP Ventures, a planning consultancy. This strategic partnership creates a interdisciplinary team focused on developing and implementing comprehensive plans. We are committed to providing local agencies, institutions, and development partners with informed expertise, ensuring that projects are built to last and provide tangible benefits to both people and ecosystems.We offer great value as we help communities: Our professionals have extensive experience that includes overseeing and delivering projects and programs integrating issues of community and economic development, strategic thinking, spatial analysis, civil engineering, transportation, and placemaking. This experience spans rural, town, suburban, and urban areas across the country. Our team is focused on finding practical solutions that position communities for success. We bring expertise in the following services. Comprehensive PlanningArea PlanningVisioning and Strategic PlanningPolicy DevelopmentDowntown RevitalizationLand Use and TransportationHousing Policy DevelopmentEconomic Development PlanningPublic Engagement Transportation Engineering Traffic Analysis Network Planning & Feasibility Evaluation Code Development Grant ApplicationsProject and Program ManagementOn-Call Staff Support Impact and Mobility Fee Development Land Use AnalysisSpatial Analysis/GISMarket Analysis Economic AnalysisForecasting Planning AnalyticsProcess EvaluationProcess ImprovementOrganizational Development Mecklenburg County (VA) Comprehensive Plan – Public engagement, visioning, forecasting, GIS Mapping and spatial analysis, land use, transportation, housing, and environment. Town of Vinton (VA) Comprehensive Plan – Project Branding, Community Needs Assessment and Forecasting; Land Use & Transportation Planning; Community Engagement; Implementation Planning including Town-wide stormwater strategy. Goochland County (VA) Southeastern Infrastructure Study – Scenario Planning; Population Forecasting; Land Use Planning; Community Engagement. Prince William County (VA) Data Center Zoning Ordinance Updates – Zoning Ordinance Updates, Design and Construction Standards Updates, Advisory Committee Facilitation, Community Engagement, Zoning graphics development, Presentations to local officials Albemarle County (VA) Broadway Blueprint Implementation Study – Area plan, public engagement, spatial analysis, economic analysis, land use, and transportation. SERVICES RECENT EXPERIENCE Daniel Hyer, PE Principal 222 South Street,Charlottesville, VA 22902 dhyer@line-grade.com 434-962-2430 CONTACT THINK PLAN DO »Think through issues and opportunities, engage with community members, and develop a vision and strategies; »Plan projects and policies among varied partners and stakeholders; and »Do the challenging work of implementing community-based initiatives and programs to bring lasting and positive change. 143 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 8 SECTION 1 | INTRODUCTION AND FIRM OVERVIEW Firm Profile New Paradigm Planning is a collaboration. Vlad Gavrilovic, AICP, an experienced land use and transportation planner and designer works with a diverse suite of collaborators to take on the substantial challenges of community planning in today’s world. Vlad has a career spanning over 35 years in planning and designing for communities throughout Virginia and the Mid Atlantic. Vlad has led dozens of community plans over the years – in communities as small as Cape Charles Virginia and as large as Norfolk and Richmond. He has special experience with comprehensive planning, zoning, economic development, and urban and streetscape design projects. He started New Paradigm in 2024 to expand his collaboration with many partners and bring their experience to communities both small and large that are tackling thorny planning issues and want a nimble, experienced and unpretentious team to help them. Vlad launched New Paradigm in 2024 and is the sole employee. Collaborative Approach Vlad has led projects in a collaborative role in various planning practices in his career. Here are some projects that represent his contributions to what was always a collaborative process among partners and the public. •Local Government Assistance for Growth and AccessibilityPlanning (GAP Program) for Virginia Communities •Comprehensive Plan Update – Albemarle County, Virginia•Comprehensive Plan – City of Suffolk, Virginia •Comprehensive Plan Update – James City County, Virginia •Comprehensive Plan Update – Chesterfield County, Virginia•Comprehensive Plan Update – Hanover County, Virginia •Comprehensive Plan Update – Powhatan County, Virginia •Neighborhood Design Districts – Winchester, Virginia •Comprehensive Plan Update – City of Winchester, Virginia•Comprehensive Plan – Town of Vinton, Virginia •Comprehensive Plan – Town of Abingdon, Virginia •Comprehensive Plan – Town of Cape Charles, Virginia •Comprehensive Plan – Town of Morrisville, North Carolina•Madison Heights Area Plan – Amherst County, VA •Downtown Master Plan Update – City of Norfolk, VA •Vision and Master Plan for the Neck Area of Charleston andNorth Charleston, SC - Berkeley-Charleston-Dorchester Councilof Governments •Land Use Scenario Planning – Hampton Roads PDC•Multimodal System Design Guidelines - Virginia DRPT •Charlottesville Area Transit Vision Plan – TJPDC •VTRANS Statewide Transportation Policy Plan Updates 144 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY Old Mills Trail, Albemarle County145 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 10 OVERVIEW With offices in Charlottesville and Chapel Hill our team has deep roots in the Piedmont Regions of Virginia and North Carolina. Our Charlottesville-based team, who will be leading the project, brings extensive experience in Virginia land use, transportation, economic development, and comprehensive planning. We are poised to bring this knowledge and insight to the unique challenges and opportunities facing Pittsylvania County as it embarks on its Comprehensive Plan Update. Line and Grade’s primary focus is local government planning. Our team members have led countless comprehensive plan updates with similar scopes and contexts to Pittsylvania County. These projects involved extensive public engagement, coordinated land use and transportation planning, environmental analysis and planning, housing analysis and policies, and policies to support rural area protection. We have developed innovative and effective techniques for conducting data-informed long-range planning. We are also accustomed to being partners and advisors to our clients, working closely together to help them achieve their goals through planning processes. We look forward to taking this approach with Pittsylvania County in its Comprehensive Plan Update. One of the most recent comprehensive plans that our team has led (under the previous firm name 3TP Ventures) was the Mecklenburg County 2044 Compre-hensive Plan update. This planning effort sought to help the County develop a strategic approach to land use planning that addressed the goals of rural and envi-ronmental protection while also helping the County to achieve its economic development goals. Like Pittsylvania County, Mecklenburg County is seeing increased interest in data center development and part of the planning process was focused on setting the County up to make intentional and strategic decisions around the siting and design of these facilities. The resulting Plan is clear, concise, easy to follow, and concludes with a set of implementation actions that are attainable, time bound and organized by five vision themes. This Plan is a good example of our ability to complete similar work as well as our understanding of regional issues in rural contexts. PROJECT UNDERSTANDING The following topics represent issues and opportunities we see as relevant for the Pittsylvania County Compre-hensive Plan update. SUPPORTING ECONOMIC GROWTH. Major economic drivers, such as Microporous, have the capacity to generate significant wealth for the commu- nity through increased tax revenue and indirect bene- fits such as expanded employment and support for local businesses. This revenue stream presents Pittsylvania County with opportunities to enhance local services and amenities, thereby improving quality of life for residents. The Comprehensive Plan should serve as a framework for identifying and prioritizing these reinvestment op- portunities. RURAL AREA AND ENVIRONMENTAL PROTECTION. Rapid industrial growth related to data center prolif- eration has the potential to alter the dynamics of a rural place such as Pittsylvania County. Data center mega-facilities are not only large industrial buildings, but they are served by substantial utility infrastructure including large scale transmission lines, utility substa- tions, and recently have begun incorporating on-site power generation. These facilities have the potential to negatively impact rural and natural resources, if not sit- ed and planned for in a strategic and intentional manner. The Comprehensive Plan can set the strategic direction of the community by identifying appropriate areas for industrial growth and identifying design criteria to help mitigate impacts. This can include identifying appro-priate industrial areas through the future land use plan PROJECT UNDERSTANDING, SCOPE, AND STRATEGY To inform the future land use plan, we analyzed statewide conservation data, identifying areas where high forest value, ecological cores, prime farmland, and drinking water watersheds converge, indicating the County’s most sensi-tive environmental resources. These areas were identified as Rural Conservation lands on the future land use plan and were paired with land use guidance and recommendations focused on resource protection. Project Spotlight: Mecklenburg 2044 Comprehensive Plan Update 146 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 11 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY as well as identifying the most important rural resources for future preservation. Comprehensive Plans can also include design recommendations that can help mitigate environmental impacts, noise, and visual impacts related to these facilities. These measures are crucial to ensure that economic growth proceeds in a manner that safe-guards the most cherished rural landscapes and critical environmental resources in the County. UPGRADING RURAL INFRASTRUCTURE AND SER-VICES. The Pittsylvania County/Danville region is experiencing substantial economic expansion, driven by the influx of business and industrial. This growth will introduce signif-icant infrastructural demands, including increased con-struction traffic, regular freight deliveries, a larger work-force commuting on local roadways, heightened public water system demands, and expanded requirements for fire and rescue services. Consequently, existing infra-structure is likely to face considerable strain. One critical objective of the Comprehensive Plan is to identify cur-rent and projected infrastructure needs and to develop strategies to enhance rural infrastructure and services in a way that supports sustainable and well-managed growth. WORKFORCE AND EDUCATION. To leverage the expected diversification of job oppor-tunities from new businesses, the region must prioritize robust workforce development. This includes strategic education and training initiatives tailored to the tech- nology, manufacturing, and service sectors, ensuring residents are prepared for these roles. Through compre-hensive planning, the County can pinpoint key public initiatives to prepare residents and students for local employment opportunities. ADDRESSING HOUSING NEEDS. Economic expansion is expected to drive an influx of new employees and residents to the County. Without a corresponding increase in housing supply, the existing housing market will likely experience increased strain and price escalation. Through the Comprehensive Planning process, our team can help the County analyze local housing trends and projected needs. We can recommend policies that can help the County be proac-tive in ensuring that housing growth keeps pace with demand and is strategically planned in conjunction with infrastructure and service development. ABILITY TO BEGIN WORK The prior section provided an overview of our under-standing of the project. Our team is capable and excited to take on this important project for Pittsylvania County. Our team is the right one to support the County on this effort because of our skills, experience, mindset, and approach to comprehensive planning. We are excited and ready to hit the ground running applying our local, state, topical, and national expertise and experience to assist your County. If selected, our team is ready to begin work in line with the schedule outlined in the RFP. We have a proven track record of on time project delivery, and anticipate completion of the Comp Plan update within approx-imately 17-months, as outlined in more detail in the following section. Our team has a track record of on-time project delivery and we are available to start work on the project right away. Line and Grade team member Jessica Dimmick, while formerly employed at EPR, PC, helped complete this plan for the Danville MPO region, encompassing part of Pittsylvania County. Jessica contributed in-depth traffic and crash data analysis, identified safety trends, and proposed targeted projects and countermeasures. Her role included extensive public engagement through community events including planning and participating in a full-day Safety Summit. Project Spotlight: Danville MPO Safe Streets for All Safety Action Plan 147 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 12 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY OVERVIEW & APPROACH This section describes our team’s approach for the Comprehensive Plan Update for Pittsylvania County. Our work will be guided by our core principles for developing comprehensive plans: HUMBLE ENGAGEMENT. By investing time and effort listening to people that live, work, and provide leadership in Pittsylvania County, the Plan’s vision, policies, and actions will reflect their hopes for the County rather than the dogmatic and recycled concepts found in many other plans. Our engagement methods will reflect the community – we will seek ways to plug into existing organizations and events so people can easily and conveniently learn about the project and share their input. Each project task will provide opportu-nities for in person and online engagement. ATTAINABLE AND INFORMED VISION. Our team will develop a vision that is unique to the County and that identifies community needs and desires, looking out 20 years to the future. This Vision will serve as the foundation for the Plan’s policy frame-work, demonstrating how the identified goals and imple-mentation strategies will support the County’s vision. The Vision will be clearly articulated, avoid the use of jargon, and will be supported by measurable goals and implementable strategies. RESPONSIVE POLICIES AND ACTIONS. We will meaningfully engage with people from many walks of life to develop policies and actions that speak to what Pittsylvania County community members identify as their highest priority wants and needs for the County. We will consider policies that can be implemented to support the 20-year vision but can be enacted in the short term, right after Plan adoption, then looking out 5-, 10- and 15-years into the future. This will be a Plan where every policy and every strategy matters and is rooted in the community input, existing conditions, and data and analysis. DATA DRIVEN. We will use data and analysis to guide our decisions and recommendations. We will understand the context in which we are working by mapping and analyzing existing conditions, market, population, and housing trends, and local needs for housing, jobs, and infrastructure for the present day and into the future. The Land Use, Transportation, and Infrastructure recommendations will reflect actual and projected needs and will help the County identify the most pressing investments and plan for future needs. CONCISE AND CLEAR MATERIALS. Pittsylvania County’s adopted Plan will be written in plain language supported with clear and compelling graphics, breaking the mold of the traditional several hundred-page volumes that almost no one reads. Visuals, graphics, charts, and maps will be used to convey complex infor-mation. The aim is a Plan that is well understood and has support from the local community. FOCUSED ON IMPLEMENTATION. We will develop a prioritized implementation plan that outlines the specific steps the County can take to achieve the Plan’s Vision. This will include capital projects and investments, policy initiatives, and future planning and design efforts to ensure tangible progress towards the Plan’s Vision and Goals. The Implementation Plan will recommend the highest priority projects and will include recommended timing, funding sources, and project partners for County staff to have a roadmap for implementation after Plan adoption. INNOVATIVE APPROACH. The Comprehensive Plan will feature a unique and engaging format with interactive elements that are easy-to-understand and navigate. The goal is to make the plan accessible to non-planners and those who might not understand planning lingo. A project website and engagement hub will provide ongoing updates throughout the planning process for people to learn about project milestones and progress and to find infor-mation about upcoming engagement opportunities. Demonstrating our commitment to data-driven decision making, we developed a “Development Impacts Estimator Tool” for Goochland County, providing a transparent method to assess growth impacts on key infrastructure and revenue, fostering trust with residents through informed planning. This project culminated in delivery of a transparent tool that the County can use for future planning efforts, to analyze pros and cons of various development scenarios. Project Spotlight: Goochland County Southeastern Infrastructure Study 148 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 13 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY ENGAGEMENT OVERVIEW Engagement with residents, businesses, communi-ty-based organizations, and decision-makers is critical to the success of a comprehensive plan update. We propose a robust engagement process that is crafted to get meaningful input at key milestones in the Plan update. There are 4 key groups around which we propose to build our engagement process – commu-nity members, a Steering Committee, County staff and partners, and elected and appointed officials, namely the Board of Supervisors and Planning Commission. It will be especially important that our team’s outreach to the community is done thoughtfully so that a diversity of perspectives and demographics are represented in the engagement process. COMMUNITY MEMBERS. We propose using both high-tech and high-touch methods of engagement to reach as many County residents as possible. Despite the many ways in which people connect virtually in 2025, it is still important to have opportunities for face-to-face discussions, especially when the topic is complex. We propose for each task to have both in-person meetings and an online component. In-person opportunities will be formatted to fit the topic and can include workshops, pop-ups, or roundtable dialogues. We will strive to host events in different locations throughout the County and to utilize existing events to meet people where they are. Each in-person event will be paired with an online oppor- tunity for those who aren’t able to attend in person. STEERING COMMITTEE. The Steering Committee will be made up of community members who can share their local experiences and knowledge of the place. We also propose that the Steering Committee help us with outreach, such as helping the project team disseminate information about the project and share key engage-ment opportunities and milestones. We will also look to the Steering Committee to weigh in on draft Plan recom-mendations and to provide advice on the engagement approach and input on key decisions and recommenda-tions of the Plan. STAFF AND PARTNERS. County staff and partners are key stakeholders in the Comp Plan update. The Plan establishes a County-wide vision and policies for important elements of the community including land use, transportation, housing, and economic development. Drafting policies that are informed and realistic requires cooperation and input from County staff and other partners such as staff from the City of Danville, the towns of Chatham, Grena, and Hurt, the West Piedmont Planning District Commission (WPPDC) and VDOT. We Pittsylvania County Planning Commission & Board of Supervi-sors Local businesses, chambers of commerce groups, County IDA City of Danville, Towns of Chatham, Gretna and Hurt Parks & Rec Staff Western Piedmont PDC Staff Farmers and rural land owners Comp Plan Steering Committee Students and youth organizations VDOT, MPO staff, Railroads, local trail groups Economic Development Staff Environmental groups Local builders and real estate groups Community Development Staff Community Members, County Residents, Local Workforce 149 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 14 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY Task0 Task1 Task2 Task3 Task4 SETUP & MANAGEMENTBranding, website, educational materials, document review, biweekly team meetings DISCOVERY & VISIONExisting conditions analysis, population projections, draft vision statement POLICY SETTINGFuture land use plan, transportation plan, housing and economic develop-ment strategies IMPLEMENTATION Implementation actions, proposed timelines, funding sources, partners, and plan priorities FINAL PLANFinal Comp Plan document, public comment period, public hearings and final adoption propose meeting with staff and partners at key mile-stones throughout the project and will rely on them for expertise and input as we draft policies and content. We propose regular check-in calls with the Planning Director and relevant staff as the project progresses. COUNTY BOARD OF SUPERVISORS AND PLANNING COMMISSION. The Planning Commission is respon-sible for making a recommendation to the Board of Supervisors about the content of the Comprehensive Plan and the Board is responsible for adopting the final Plan. Both groups will use the adopted Plan as a guide for decision-making for many years into the future. It is important that they are actively involved in shaping the Plan and feel that the vision and policies reflect their concerns, interests, and hopes for the future. We propose meeting with the Planning Commission for work sessions throughout the update process as content is developed. We recommend that the work sessions with the Board occur at key milestones such as discussing the future land use and transportation plans and identi-fying top plan implementation priorities. Both boards will hold public hearings as required by state code prior to adoption. PROJECT SCOPE & TIMELINE This section describes our team’s proposed approach to preparing Pittsylvania County’s Comprehensive Plan Update. We will approach the project with humility, helping the County define what matters and take ownership of the plan, and document it all in a clear and concise manner. The aim is a plan that is implementable and gets used for many years to come. We propose the community engagement and planning analyses be integrated in a phased approach. The community engagement will inform the planning process, recommendations, and draft deliverables throughout each task of the project. We propose a five step approach with an initial ‘Task 0’ dedicated to essential project setup and groundwork. Each Task and corresponding deliverables are detailed below. Our team is flexible and can adjust aspects of this approach to meet the County’s goals and needs or to address unanticipated issues that arise during commu-nity engagement or update processes. TASK 0 | SETUP & PROJECT MANAGEMENT Prior to public engagement (Tasks 1-4), Task 0 focuses on laying the groundwork for these future tasks. This includes establishing project branding, website creation, compiling and organizing GIS data, and working with staff to detail the project work plan. This will include the following steps: Project Kickoff. The purpose of this task is to get the project off to the right start. As part of this task, we will work with City staff through a kickoff meeting to: • Add specificity to the project schedule (target dates for key milestones). • Define the “Project Management Team”. • Identify potential members for the Steering Committee. • Establish a schedule for check-in meetings. • Establish protocols for decisions and deliverable review. Branding & Style Guide. During Task 0 we will work with staff to create project branding content. We will create a project style guide that will include an agreed upon name, logo, fonts, and a color palette and we will create templates for project documents that we can use throughout each task and will eventually be folded into the final Plan document. This will create an efficient workflow, resulting in interim deliverables that are well designed and that reinforce the project brand. Project Website & Educational Materials. Using the style guide, we will set up a project website that is engaging and interactive, clearly communicates key project information, and is easily accessible on any 150 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 15 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY device. The project website will become the hub of information throughout the planning process where we can upload draft content, progress reports, key findings, engagement surveys, and advertise upcoming events and workshops related to the update process. We will also create informational materials such as project flyers and social media templates that can help us spread the word about project events and milestones. Document Review. During this setup task our team will conduct an in-depth review of the existing Comprehen-sive Plan and County codes, ordinances, and policies. We will review regional plans that are relevant to Pittsyl-vania County and we will take note of areas of focus to guide our work in future tasks, especially noting content that is outdated and in need of updates. Bi-weekly Team Meetings. Throughout the project, we will conduct bi-weekly meetings with County staff and use these meetings to discuss progress, address chal-lenges, and make necessary adjustments to the project plan. TASK 0 DELIVERABLES • Branding & Style Guide, conveying a clear message and consistent look for Plan materials. • Project Website serving as an interactive project hub for community members to get information about the project and to share input and feedback with the project team. TASK 1 | DISCOVERY & VISION The public kickoff of the planning process occurs in Task 1, where we will collaboratively define a 20-year vision through key principles and goals. This task also focuses on crucial background research and data collection, ensuring future decisions are informed by local condi-tions and trends. Data and Analysis. Task 1 will prioritize understanding the County’s existing conditions and trends, projecting future needs, and creating a shared vision. This process of gaining insight into spatial and demographic condi-tions will be crucial for informing the detailed policy development in the subsequent task. Community agree-ment on a shared vision during task 1 will help lay the groundwork for the more complex tasks of updating the future land use plans and establishing implementation strategies. Demographic Analysis & Population Forecasting. In this task we will conduct a detailed demographic analysis of the County’s population, review demographic trends, and develop population forecasts to project future growth to guide our work related to land use planning, public facilities capacity, and housing needs. We will use reputable sources such as Weldon Cooper Center to understand future demands for services and growth for Pittsylvania County. Capacity and Residential Buildout. We will conduct analysis to paint a fuller picture of how Pittsyvania County’s land use and zoning decisions could impact future development. We will conduct a residential buildout analysis based on the current zoning regula-tions in the County to inform updated land use policies. We will also look incorporated population projections to understand future demands for services and growth. Existing Conditions Mapping. We will create detailed maps of the County’s existing conditions, including land use, zoning, environmental features, community and recreational facilities, transportation networks, and transportation data such as recent crash data and roadway volumes. This work will help us gain a detailed understanding of the existing conditions throughout the County and will serve as a foundation for future work such as the Future Land Use and Transportation Plans. TASK 1 ENGAGEMENT Task 1 Engagement will publicly “kick off” the project and provide opportunities for community members to share their ideas for the future. The project team will conduct a series of listening sessions. Steering Committee Meeting 1 | Background and Visioning. We will host the first Steering Committee to understand and identify opportunities and challenges for Pittsylvania County. Members will be asked to share their insights and perspectives on the County’s desired Steering Committee and Community Meetings will be interactive and will allow all attendees an opportunity to participate and share their ideas. 151 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 16 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY future. We will work with the Steering Committee to identify ways to expand our outreach and to shape our community engagement approach to reach a wide diversity of community perspectives. Community Listening Sessions. We will kick off the public facing side of the project with County tours and listening sessions. We will host opportunities to connect with community members at up to 3 locations in the County. We will use this time to engage with people and hear what they value most in their community, ask about current challenges, and what their vision is for the future. We will also work with staff and local partners to tour different parts of the County to learn from their perspective what the updated Plan should focus on and what their vision is for the future of Pittsylvania County. Community Survey. Our team will prepare and help promote a survey to gather baseline data on areas that are important to County residents and to hear about the community’s vision for the future. This will be hosted on the project website using an engaging and interac-tive survey tool, such as Mentimeter. Online surveys, forums, and social media platforms will be used to reach a wider audience and gather feedback. Residents will be encouraged to participate in online discussions and share their thoughts on the vision and goals. Paper copies will be made available at the County offices and other public locations throughout the County, such as libraries or community centers for those who don’t have internet access or a comfort level with computers. TASK 1 DELIVERABLES • A Background Report that contains a summary of demographic data, capacity and residential buildout, public facilities analysis, and existing conditions maps. We propose that the Background Report be Volume 2 of the Comprehensive Plan and be compiled in a visually compelling format, telling the story of Pittsylvania County and providing background information for the planning process. • A vision statement and vision map that reflect the local aspirations for the County’s future.• Agendas, facilitation guides, presentations and materials for all Task 1 meetings. TASK 2 | POLICY SETTING Task 2 of the Comprehensive Plan Update will focus on developing specific policies and strategies to achieve the Vision and Goals established in Task 1. This task will delve into key areas such as land use, transportation, neighborhoods, and housing. Land Use Planning. Based on the Vision map, we will draft a future land use plan that will be a more detailed, parcel specific plan for the County. The Future Land Use Plan will be developed based on community input and spatial analysis from Task 1. This plan will outline the desired land use patterns and locations for the County as well as guidelines for each recommended land use category. Transportation Planning. Building upon the commu-nity’s vision, we will create a Transportation Plan that addresses the specific needs and opportunities for improving the accessibility, functionality, and safety of Pittsylvania County’s transportation network. This plan will be informed by data, analysis, and mapping from Task 1 as well as community input, with a focus on reaching people with diverse transportation needs. The Transportation Plan will bring together recom-mendations from other regional plans such as the Safe Streets for All Safety Action Plan and the regional LRTP. Priorities will be identified that support the Plan Vision and improving safety of County streets and highways as well as identifying opportunities for other modes such as walking and bus transit. Housing & Economic Development Strategies. Housing strategies will prioritize ensuring a diverse and suffi-cient housing supply to address local needs, while also improving housing and neighborhood conditions across the County. Concurrently, we will analyze existing economic development plans and policies to identify planning-driven opportunities for growth. Our team will then develop economic growth strategies that are seamlessly integrated with the plan vision and land use plan TASK 2 ENGAGEMENT Steering Committee Meeting 2 | Land Use and Transportation Topics. We will meet with the Steering Committee to discuss and refine policies related to land use and transportation. We will complete mapping exercises with the Committee to glean expertise and Our team believes in an engagement approach that relies on local expertise and experiencing a place first hand to develop responsive policies and actions. 152 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 17 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY insight related to both topics and identify opportunities for alignment between the two topics. Steering Committee Meeting 3 | Housing and Economic Development. We will meet with the Steering Committee to discuss and understand the most important issues related to housing and neighborhoods. The meeting can involve a walking tour or driving tour of area neighbor-hoods as well as identification of the most pressing local housing needs. Community Workshop | Policy Setting. We will host a community workshop to get input on topics of Land Use, Transportation, Housing, and Economic Development. The workshop design can be an open house style event with opportunities for attendees to provide input on each of the four policy topics at “stations” throughout the event space. We will design the workshop to be interactive and engaging and to get meaningful input on the draft content. Online Engagement. Online surveys and forums will be used to collect feedback on each of the four policy topics: Land Use, Transportation, Housing, and Economic Development. These will include four topic-based surveys that will focus on key policy questions for each topic, such as identifying areas for future mixed-use centers, highlighting roadways for needed safety improvements, and identifying specific economic development and housing goals. Paper survey copies will be available with those who are not able to complete online surveys. PC Work Session | Policy Setting. We recommend a check in with the Planning Commission to review and discuss the draft land use, transportation, housing, and economic development strategies developed in this task. The PC will be asked for their input on draft content and make recommendations for revisions. BOS Work Session | Policy Setting. We also recom-mend holding a work session with the Board during Task 2 to make sure we are on the right track with policy development. Getting Board input on each of these four topic areas will be critical to help us finalize the plan and create the Implementation recommendations for the subsequent task. TASK 2 DELIVERABLES • Draft Future Land Use Plan, including Plan map and description and guidance for each identified Future Land Use designation. • Draft Transportation Plan, that integrates all existing regional and local transportation plans and includes recommendations for the highest priority needs. • Draft Housing & Economic Development Strate-gies, including policy direction on how to address local housing needs identified in Task 1 and planning-level strategies to support existing and ongoing economic development efforts. • Agendas, facilitation guides, presentations and materials for all Task 2 meetings. TASK 3 | IMPLEMENTATION AND PLAN PRIORITIES Task 3 will translate the Vision (Task 1) and Plans/Policies (Task 2) into actionable steps and set priorities for implementation. This can include policy projects, capital improvement projects, and future planning efforts such as a parks and greenways plan. Develop Implementation Strategies & Priorities. We will use the data about community needs, existing conditions and trends, community input on what is most important, and our understanding and knowledge of the County’s opportunities and constraints to draft a realistic set of Implementation Actions. TASK 3 ENGAGEMENT Steering Committee Meeting 4 | Implementation Prior- ities. The Steering Committee will provide input on the draft list of implementation strategies for the County to pursue after Plan adoption. The Steering Committee will help the project team and staff determine the top priority projects, based on the community input and demographics and existing conditions analysis from Task 1. The outcome of this final meeting will be a draft set of Implementation Strategies including the top 5-10 priorities for the County to pursue within the first 5 years Since 2016, Vlad Gavrilovic has spearheaded key planning projects in Franklin County, including the Westlake/Hales Ford Area Plan, Summit View Business Park, Union Hall Village Plan, and Ferrum Property Master Plan, consistently driving long-term vision and community-engaged design. Line and Grade and New Paradigm continue to support the County through an on-call planning and engineering contract. Project Spotlight: Franklin County Planning 153 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 18 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY after Plan adoption. These strategies will outline specific steps, timelines, and resource requirements to achieve the desired outcomes and potential funding sources. Community Workshop | Implementation & Priority Setting. A workshop style meeting will be an opportunity to share the draft implementation strategies and gather feedback on priorities. Attendees will have the oppor-tunity to share what is missing from the list and which projects should be completed first after Plan adoption. Online Engagement | Implementation & Priority Setting. We will mirror the content from the Commu-nity Workshop online so that people who aren’t able to attend the workshop can still share their input. This could include a short, prerecorded video about the project and recommended strategies. Paper questionnaires will also be available. PC Work Session | Implementation Planning & Priori-ties. We will conduct a work session with the Planning Commission to review and discuss the implementa-tion strategies and top priorities for implementation. Members will provide feedback and make recommen-dations for adjustments. Board of Supervisors Work Session | Priority Setting. The Board of Supervisors will conduct a work session to consider the proposed priorities for implementation and to discuss the alignment of these priorities with the County’s overall budget and policy goals. TASK 3 DELIVERABLES • Implementation Plan. A matrix of all Plan strategies and actions including information about project timeline, partners, and funding sources and identifi-cation of the top recommended priorities that should be completed within the first five years of adoption. TASK 4 | FINAL PLAN & ADOPTION Task 4 of the Comprehensive Plan Update project will involve finalizing the plan, conducting public hearings, and obtaining necessary approvals from the Planning Commission and Board of Supervisors. Final Draft Plan. The final plan will be a concise, visually engaging, and clearly written document, prioritizing key information upfront. Unlike many plans that bury essen-tial content within lengthy text and complex charts, this plan will begin with the County’s vision. It will compre-hensively integrate all core plan elements, including vision, goals, policies, strategies, and implementation priorities. Background information will be provided in an appendix, as a separate document, or at the end of the plan, ensuring the main document remains focused and accessible. TASK 4 ENGAGEMENT Public Comment Period. The final draft of the Compre-hensive Plan will be made available on the project website as well as in public places such as the County’s offices and local libraries for public review and comment. The website will include a user-friendly interface and tools for navigating the plan and providing feedback. We will conduct a final public comment period to allow the public to submit their comments and suggestions on the final draft of the plan. All comments will be carefully reviewed and considered for potential revisions. Planning Commission Public Hearing. We will present the final draft to the Planning Commission for a public hearing and recommendation to Board of Supervisors. Board of Supervisors Public Hearing. After adjusting the draft Plan in response to the Planning Commission feedback and recommendations, we will present the final draft Plan to the Board of Supervisors for public hearing and adoption. TASK 4 DELIVERABLES • Final approved Comprehensive Plan (PDF and agreed-upon editable format). • Complete project closeout materials, including all project data, GIS shapefiles, maps, and presentations. PROJECT SCHEDULE & PRICING The following pages detail a projected project timeline and pricing breakdown. We anticipate a 17-month duration from kickoff to completion and are open to discussing adjustments to the schedule and budget to align with the County’s goals.Conducting engagement at local events is an effective way to get new people involved in planning processes by making it convenient for them to participate. The photo above shows a community pop-up for the Vinton Comp Plan update at the Town’s Dogwood Festival. 154 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 19 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY 2025 2026 TASKS Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct TASK 0 | SETUP & ONGOING MANAGEMENT Branding, Project Website, Doc Review Bi-Weekly Team Meetings TASK 1 | DISCOVERY & VISIONING Demographics, Existing Conditions Buildout Analysis & Forecasting Steering Committee Meeting 1 Community Listening Session & Survey Background report / draft vision TASK 2 | POLICY SETTING Land Use & Trans-portation Plan Steering Committee Meeting 2 Housing / Econ. Dev. Strategies Steering Committee Meeting 3 Community Open House & Survey PC & BOS Work Sessions TASK 3 | IMPLEMENTATION PLANNING Draft Implementation Strategies Matrix Steering Committee Meeting 4 Community Workshop & Survey PC & BOS Work Sessions Task 4 | ADOPTION Final Draft Plan Public Comment Period Public Hearings & Adoption PROPOSED SCHEDULE BY TASK 155 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 20 SECTION 2 | PROJECT UNDERSTANDING, SCOPE, AND STRATEGY Task Hours & Cost by Phase TASK 0 | SETUP & ONGOING MANAGEMENT Hours 228 Cost $34,930 TASK 1 | DISCOVERY & VISIONING Hours 311 Cost $43,905 TASK 2 | POLICY SETTING Hours 370 Cost $55,635 TASK 3 | IMPLEMENTATION PLANNING Hours 246 Cost $36,490 TASK 4 | ADOPTION Hours 152 Cost $22,760 Total Labor Total Direct Costs $193,720 $7,262 Total Cost $200,982 COST BREAKDOWN BY TASK PROPOSAL COST The cost of the Comprehensive Plan Strategy as outlined in our proposal comes to $200,982. This includes all expenses associated with the scope of work as described in the previous section. Direct costs cover the cost of travel for the project team as well as printing of all project materials for engagement activities. We would be glad to discuss with you how we can align the cost to your budget should we be fortunate to be selected. ADDITIONAL OPTIONAL SERVICES Revising the County’s Comprehensive Plan is a significant undertaking that may require additional engagement, data analysis, and outreach. We also offer the following supplemental services and can be included at the project’s outset or can be added on as needed throughout the course of the project. Optional Additional Task Estimated Cost Development of a Fiscal Impact Analysis Tool $18,000-$25,000 Development of project metrics and progress tracking website for use after plan adoption.$12,000-$18,000 Additional community workshop and/or round of stakeholder focus groups or interviews. $8,000-$10,000 Online interactive mapping tool, such as StoryMaps.$10,000-$15,000 156 SECTION 3 | PROJECT TEAM AND EXPERIENCE Youngsville Comp Plan Update157 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 22 Mike Callahan, AICP Deputy Project Manager Vlad Gavrilovic, AICP Senior Advisor Anna Lou Bernstein Implementation Planner Alan Steinbeck, AICP Senior Analyst Amanda Klepper, AICP Analyst Jessica Dimmick, PE, AICP Director of Transportation Lauren Witt, AICP Senior Planner Erin Klinger, AICP, CZO Senior Planner Hannah Etter Planner Jeremy Goldstein, AICP Director of Analytics Daniel C. Hyer, PE Senior Engineer Rachel Falkenstein, AICP Project Manager DATA ANALYSIS, HOUSING, ECONOMIC DEVELOPMENT PLANNING, LAND USE, ZONING, POLICY DEVELOPMENT TRANSPORTATION PLANNING, CIVIL ENGINEERING, IMPLEMENTATION TEAM ORGANIZATION Our interdisciplinary team brings together all the essen-tial skills for comprehensive planning. The organizational chart below shows how we plan to organize our work. The Team is organized into three topic areas, in order from left to right in the chart below. Team members’ resumes can be found on the following pages. Rachel Falkenstein will serve the role of project manager, contributing her experience in local government planning. Mike Callahan will serve as deputy project manager, partnering with Rachel and the team to ensure the delivery of a compelling plan that fulfills the County’s goals. The Analysis, Housing, Economic Development team will focus on existing conditions mapping, demographics, forecasting, and analysis and will participate in devel-opment of housing and economic development related policies. Their work will support data-driven deci-sion-making throughout the planning process. The Planning, Land Use, Zoning, and Policy Development team will be focused on the general planning elements that will serve as the foundation of the plan. The team will leverage their extensive experience working on land use and zoning challenges throughout Virginia. The Transportation, Engineering, and Implementation group is comprised of staff specializing in traffic engi-neering, multimodal transportation planning and design, and civil engineering, will provide critical technical expertise to support both the transportation plan and implementation recommendations. Lastly, many of our team members are skilled facilitators. Team members from all three groups will participate in community and stakeholder engagement activities throughout the project, under the leadership of Rachel and Mike. PROJECT TEAM & EXPERIENCE 158 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 23 SUMMARY Rachel is a Project Manager with experience in comprehensive planning, zoning code modernization, and development review. Her work includes managing long-range community planning projects and providing technical assistance to local governments. In her work, she aims to help communi-ties identify and articulate their vision for the future and lay out practical strategies to realize their goals. Rachel has worked directly for local govern-ments and brings an understanding of planning application and community development best practices. She is skilled at managing complex planning projects, consensus building among diverse stakeholders, designing inclu-sive engagement processes, and creative problem solving. EDUCATIONMASTER OF URBAN AND ENVIRONMENTAL PLANNING University of Virginia BACHELOR OF ARTS, ENVIRONMENTAL POLICY Mercyhurst University EXPERIENCE TOTAL 13 Years, 6 Months CURRENT FIRM 2 Years, 4 Months AFFILIATIONS AMERICAN INSTITUTE OF CERTIFIED PLANERS (AICP) MECKLENBURG COUNTY COMPREHENSIVE PLAN UPDATEMecklenburg County, Virginia | Project Manger Scope Elements: Full comprehensive plan update; development of a vision, goals, policies, a future land use plan, a transportation connec- tivity plan, and an implementation strategy; community engagement through a project website, surveys, pop-up engagement at community events, school outreach, and roundtable discussions with Town staff and management. Noteworthy Practices: Engagement the local youth in schools through a survey with an exceptionally high response rate and a roundtable discussion with students, parents, and staff. VINTON 2050 COMPREHENSIVE PLAN UPDATE Town of Vinton, Virginia | Senior Planner Scope Elements: Full comprehensive plan update; development of a vision, goals, policies, a future land use plan, a transportation connec-tivity plan, a comprehensive community needs assessment, and an implementation strategy; extensive community engagement including a project website, pop-up engagement at community events, a community survey, an Advisory Committee, community workshop, and focus groups. Noteworthy Practices: The Comprehensive Plan Update is guided by a comprehensive community needs assessment that entailed deep dive data analysis combined with insights from focus groups of people who are responsible for management of the Town’s infrastructure and services. COMPREHENSIVE LAND USE & TRANSPORTATION PLAN UPDATETown of Youngsville, North Carolina | Senior Planner Scope Elements: Creation of a new Comprehensive Plan; detailed existing conditions analysis; strengths, weaknesses, opportunities, threats analysis; community asset mapping; environmental resource analysis and mapping; extensive community engagement including a community survey, pop-up events, workshops, and open houses; vision map and vision theme development; future land use plan; transportation connectivity plan; and a detailed implementation strategy. PROJECT EXPERIENCE RACHEL FALKENSTEIN Company Title | Project Manager Project Role | Project Manager 159 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 24 SUMMARY Mike is the director of community planning for Line & Grade. He is an expe-rienced facilitator and clear communicator with expertise in translating complex technical analyses into plain speak common language for policy makers and the public alike. He has a broad range of experience in trans-portation and land use planning; urban design; public engagement and facilitation; and research, writing, and teaching. His planning experience spans more than 15 years during which he has worked with a wide array of clients across the U.S. including federal agencies, state departments of transportation, metropolitan planning organizations, and local governments in more than 25 states. EDUCATIONMASTER OF CITY AND REGIONAL PLANNING University of North Carolina at Chapel Hill BACHELOR OF ARTS, JOURNALISM & MASS COMMUNICATION University of North Carolina at Chapel Hill EXPERIENCE TOTAL 18 Years, 1 Month CURRENT FIRM 2 Years, 7 Months AFFILIATIONSAMERICAN INSTITUTE OF CERTIFIED PLANERS (AICP) VINTON 2050 COMPREHENSIVE PLAN UPDATE Town of Vinton, Virginia | Project Manager Scope Elements: Full comprehensive plan update; development of a vision, goals, policies, a future land use plan, a transportation connec-tivity plan, a comprehensive community needs assessment, and an implementation strategy; extensive community engagement including a project website, pop-up engagement at community events, a community survey, an Advisory Committee, community workshop, and focus groups. Noteworthy Practices: The Comprehensive Plan Update is guided by a comprehensive community needs assessment that entailed deep dive data analysis combined with insights from focus groups of people who are responsible for management of the Town’s infrastructure and services. COMPREHENSIVE LAND USE & TRANSPORTATION PLAN UPDATE Town of Youngsville, North Carolina | Project ManagerScope Elements: Creation of a new Comprehensive Plan; detailed existing conditions analysis; strengths, weaknesses, opportunities, threats analysis; community asset mapping; environmental resource analysis and mapping; extensive community engagement including a community survey, pop-up events, workshops, and open houses; vision map and vision theme development; future land use plan; transportation connectivity plan; and a detailed implementation strategy. MECKLENBURG COUNTY COMPREHENSIVE PLAN UPDATE Mecklenburg County, Virginia | Senior Planner Scope Elements: Full comprehensive plan update; development of a vision, goals, policies, a future land use plan, a transportation connec-tivity plan, and an implementation strategy; community engagement through a project website, surveys, pop-up engagement at community events, school outreach, and roundtable discussions with Town staff and management. Noteworthy Practices: Engagement the local youth in schools through a survey with an exceptionally high response rate and a roundtable discussion with students, parents, and staff. PROJECT EXPERIENCE MIKE CALLAHAN Company Title | Director of Planning Project Role | Deputy Project Manager 160 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 25 EXPERIENCE 39 Years EDUCATION Master of Urban and Environmental Planning, University of Virginia Bachelor of Architecture, University of Illinois REGISTRATIONS American Institute of Certified Planners, No. 91410 AFFILIATIONS Virginia Land Use Education Program / Planning Commissioner’s Academy; Instructor, 2012-2022 University of Virginia, Department of Planning, Adjunct Faculty, Instructor in Environmental Planning and Design, 2000-2003 George Washington University, CCEW Division of Landscape Design, Instructor in Design Theory, 1992-1995 Vlad Gavrilovic, AICP New Paradigm Planning is the sole proprietorship of Vlad Gavrilovic, AICP. Vlad has a career spanning over 35 years in leading complex land use and urban design projects in Virginia and throughout the country. As a principal in planning and design companies Vlad led many area plans, corridor plans and locality transportation and comprehensive plans throughout Virginia. As a consultant to both the private and public sectors, Vlad understands both sides of the development process. He has designed individual sites, whole communities and developed regional visions. His special expertise is in being able to visualize and convey to the public and stakeholders the physical implications of broad policy decisions. Vlad also has a long association with members of the 3TP team and has conducted stakeholder workshops for VDOT in Pittsylvania County and Danville. Projects Vlad has led projects in a collaborative role in various planning practices in his career. Here are some projects that represent his contributions to what was always a collaborative process among partners and the public. • Comprehensive Plan Update – Albemarle County, Virginia • Comprehensive Plan – City of Suffolk, Virginia • Comprehensive Plan Update – James City County, Virginia • Comprehensive Plan Update – Chesterfield County, Virginia • Comprehensive Plan Update – Hanover County, Virginia • Comprehensive Plan Update – Powhatan County, Virginia • Neighborhood Design Districts – Winchester, Virginia • Comprehensive Plan Update – City of Winchester, Virginia • Comprehensive Plan – Town of Vinton, Virginia • Comprehensive Plan – Town of Abingdon, Virginia • Comprehensive Plan – Town of Cape Charles, Virginia • Comprehensive Plan – Town of Morrisville, North Carolina • Local Government Assistance for Urban Development Areas – VDOT & GAP Program Technical Assistance – Virginia OIPI • Franklin County • Bedford County • Botetourt County • Madison Heights Area Plan – Amherst County, VA • Downtown Master Plan Update – City of Norfolk, VA • Vision and Master Plan for the Neck Area of Charleston and North Charleston, SC - Berkeley-Charleston-Dorchester Council of Governments • Multimodal Norfolk – City of Norfolk, VA • Local Foods Local Places Workshops - US EPA • Richmond Connects – City of Richmond, VA • Multimodal System Design Guidelines - Virginia DRPT • Charlottesville Area Transit Vision Plan – TJPDC • VTRANS Statewide Transportation Policy Plan Updates 161 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 26 SUMMARY Hannah is a community planner with experience in transportation planning, public art, graphic art, visualization, and community engagement. She has worked directly for local governments on comprehensive plans, master plans, and ordinances with a focus on creating human-scaled urban places. Hannah is skilled at conveying complex planning and urban design concepts through clear and understandable graphics and visualizations. She brings technical expertise in topics of transit-oriented development, urban design, community engagement, affordable housing, and wetland mitigation stan-dards. EDUCATIONMASTER OF CITY AND REGIONAL PLANNING University of North Carolina at Chapel Hill BACHELOR OF ARTS, STUDIO ART, WITH A MINOR IN CITY AND REGIONAL PLANNING University of North Carolina at Chapel Hill EXPERIENCE TOTAL 2 Years 6 Months CURRENT FIRM 1 Years, 8 Months VINTON 2050 COMPREHENSIVE PLAN UPDATE Town of Vinton, Virginia | Planning Analyst Scope Elements: Full comprehensive plan update; development of a vision, goals, policies, a future land use plan, a transportation connec-tivity plan, a comprehensive community needs assessment, and an implementation strategy; extensive community engagement including a project website, pop-up engagement at community events, a community survey, an Advisory Committee, community workshop, and focus groups. Noteworthy Practices: The Comprehensive Plan Update is guided by a comprehensive community needs assessment that entailed deep dive data analysis combined with insights from focus groups of people who are responsible for management of the Town’s infrastructure and services. MECKLENBURG COUNTY COMPREHENSIVE PLAN UPDATE Mecklenburg County, Virginia | Planner Scope Elements: Full comprehensive plan update; development of a vision, goals, policies, a future land use plan, a transportation connec-tivity plan, and an implementation strategy; community engagement through a project website, surveys, pop-up engagement at community events, school outreach, and roundtable discussions with Town staff and management. Noteworthy Practices: Engagement the local youth in schools through a survey with an exceptionally high response rate and a roundtable discussion with students, parents, and staff. COMPREHENSIVE LAND USE & TRANSPORTATION PLAN UPDATE Town of Youngsville, North Carolina | Planner Scope Elements: Creation of a new Comprehensive Plan; detailed existing conditions analysis; strengths, weaknesses, opportunities, threats analysis; community asset mapping; environmental resource analysis and mapping; extensive community engagement including a community survey, pop-up events, workshops, and open houses; vision map and vision theme development; future land use plan; transportation connectivity plan; and a detailed implementation strategy. PROJECT EXPERIENCE HANNAH ETTER Company Title | Planner Project Role | Mapping & Graphics 162 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 27 SUMMARY Erin is an experienced local government planning director and zoning administrator. She has worked directly for local governments to determine regulatory needs and propose amendments to their codes to be more consistent with elected officials’ conception of a municipality’s future. She has experience in both current and long-range planning. Erin is both AICP and CZO-certified. EDUCATIONMASTER OF ARTS IN GEOGRAPHY University of North Carolina at Greensboro BACHELOR OF ARTS IN GEOGRAPHY University of North Carolina at Greensboro EXPERIENCE TOTAL 9 Years, 4 Months CURRENT FIRM 1 Year, 8 Months AFFILIATIONS AMERICAN INSTITUTE OF CERTIFIED PLANERS (AICP) CERTIFIED ZONING OFFICIAL (CZO) COMPREHENSIVE LAND USE & TRANSPORTATION PLAN UPDATETown of Youngsville, North Carolina | Planner Scope Elements: Creation of a new Comprehensive Plan; detailed existing conditions analysis; strengths, weaknesses, opportunities, threats analysis; community asset mapping; environmental resource analysis and mapping; extensive community engagement including a community survey, pop-up events, workshops, and open houses; vision map and vision theme development; future land use plan; transportation connectivity plan; and a detailed implementation strategy. ON-CALL CURRENT PLANNING SERVICESCity of Raleigh, North Carolina | Senior Planner Scope Elements: Provided on-call support to Raleigh’s Planning and Development Department; acquired extensive knowledge of the City’s Comprehensive Plan and Unified Development Ordinance; evaluated rezoning cases for consistency with the Comprehensive Plan; docu-mented and presented findings of rezoning cases to staff; conducted zoning compliance reviews. ON-CALL CURRENT PLANNING SERVICESCity of North Port, Florida | Senior Planner Scope Elements: Provided on-call support to North Port’s Planning and Development department; completed the review process of applica- tions for land development, re-zonings, site plans, etc.; created goals, objectives, polices, strategies, and graphics for community and small area plans and other long-range initiatives; interpreted and implemented the City’s ULDC; provided customer service to citizens, applicants, and decision-makers who have planning and zoning inquiries. MECKLENBURG COUNTY COMPREHENSIVE PLAN UPDATEMecklenburg County, Virginia | Senior Planner Scope Elements: Full comprehensive plan update; development of a vision, goals, policies, a future land use plan, a transportation connec-tivity plan, and an implementation strategy; community engagement through a project website, surveys, pop-up engagement at community events, school outreach, and roundtable discussions with Town staff and management. PROJECT EXPERIENCE ERIN KLINGER Company Title | Senior Planner Project Role | Land Use & Zoning Policy 163 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 28 SUMMARY Jeremy is the Director of Analytics, and is responsible for market, housing, and economic analysis and land use planning. Jeremy’s 20 year of experi-ence includes using geographic information systems and spatial analysis to demonstrate the relationship between regional economies, housing and job markets, growth and development patterns, transportation systems perfor-mance and travel behavior. Jeremy’s market and economic analysis skills are matched with extensive transportation industry experience, including corridor planning, transit station-area land use planning, transit-oriented development, bicycle and pedestrian planning, and transportation demand management. EDUCATIONMASTER OF CITY AND REGIONAL PLANNING University of North Carolina at Chapel Hill BACHELOR OF ARTS, BIOLOGICAL BASIS OF BEHAVIOR (COGNITIVE NEUROSCIENCE) University of Pennsylvania EXPERIENCE TOTAL 20 Years, 6 Months CURRENT FIRM 6 Years, 8 Months GOOCHLAND SOUTHEAST INFRASTRUCTURE STUDY Goochland County, Virginia | Senior Analyst Scope Elements: Creation of trends extended scenarios based on existing comprehensive plan and zoning; development of three scenarios exploring market-realistic growth and development; analysis of future infrastructure needs (water, sewer, transportation, fire/rescue, etc.) under varying growth and development assumptions; specific attention to a key growth node near state routes 6 and 288. MECKLENBURG COUNTY COMPREHENSIVE PLAN UPDATE Mecklenburg County, Virginia | Senior Analyst Scope Elements: Full comprehensive plan update; development of a vision, goals, policies, a future land use plan, a transportation connec-tivity plan, and an implementation strategy; community engagement through a project website, surveys, pop-up engagement at community events, school outreach, and roundtable discussions with Town staff and management. Noteworthy Practices: Engagement the local youth in schools through a survey with an exceptionally high response rate and a roundtable discussion with students, parents, and staff. ON-CALL CURRENT PLANNING SERVICES City of Wilson, North Carolina | Senior Analyst Scope Elements: Economic and community development; secured funding for community projects and programs, market and economic analysis, and strategic positioning for economic development; data collection using geographic information systems; provided research, reporting and presentation of data and analytical findings to support planning processes; compliance activities; economic and community development; grants, finance, and project program delivery; transpor-tation planning services: assisting with preconstruction activities for specific projects; general planning and policy support; Comprehensive Plan and Code of Ordinances updates; organizing and leading commu-nity engagement activities; assistance with current planning processes. PROJECT EXPERIENCE JEREMY GOLDSTEIN Company Title | Director of Analytics Project Role | Buildout Analysis / Projections 164 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 29 EDUCATION BACHELORS DEGREE IN ARCHITECTURE Georgia Institute of Technology MASTERS IN CITY AND REGIONAL PLANNING Georgia Institute of Technology EXPERIENCE TOTAL 20+ Years CURRENT FIRM 7 years PROJECT EXPERIENCE ALAN STEINBECK, AICP Senior Analyst JESSICA DIMMICK, PE, AICP Transportation Engineer Comprehensive Land Use and Transportation Plan Update - Youngsville, NC Included extensive community engagement including a community survey, pop-up events, workshops, and open houses. Comprehensive Housing and Neighborhood Reinvestment Plan - Wilson, NC Created comprehensive strategy for creating and maintaining affordable housing for residence which included public engagement efforts. Making Mills River Comprehensive Plan – Mills River, NC Creation of the Town’s first Comprehensive Plan, including leading the engagement efforts for a multi-sector steering committee and the public. On-Call Current Planning Services - Shreveport-Caddo Metropolitan Planning Commission, LA General planning and policy support including comprehensive plan and code updates and organizing and leading community engagement activities. On-Call Current Planning Services – Wilson, NC Updates to Comprehensive Plan and Code of Ordinances including organizing and leading community engagement activities. Mobility Plan and Mobility Fee Study - Destin, FL Creation of a multimodal Mobility Plan for the City including leading public engagement activities. Tampa Future Land Use Assessment for Comprehensive Plan Update - Hillsborough County, FL City-County Planning Commission) Assessed future land use categories during a major update to the City’s Comprehensive Plan, including historical trends and future trends analysis. EDUCATION BACHELORS OF SCIENCE, CIVIL AND ENVIRONMENTAL ENGINEERING Lafayette College MASTER OF URBAN AND ENVIRON-MENTAL PLANNING University of Virginia EXPERIENCE TOTAL 17 Years CURRENT FIRM 5 Months PROJECT EXPERIENCE Safe Streets and Roads for All (SS4A) Safety Action Plan - Danville Metropolitan Planning Organization, Danville, VA Led development for Safety Action Plan including conducting inclusive stakeholder and public outreach to develop customized goals and identify priority safety corridors. Richmond Connects Strategic Multimodal Transportation Plan - Richmond, VA Creation of a citywide multimodal transportation master plan including award-winning robust community engagement efforts. Stormwater System Inventory - Vinton, VA Led the effort to compile the first comprehensive inventory of the Town’s stormwater system assets. Multimodal Transportation Master Plan - Norfolk, VA Created a process for the development of the City’s first multimodal transportation master plan including public engagement activities including multiple rounds of in-person and virtual public meetings, stakeholder workshops, and surveys. Route 58 West Access Management Study - Danville MPO, VA Created a unified plan for preserving corridor capacity, minimizing crash potential, and ensuring consistency with VDOT’s access management spacing standards. Multimodal System Design Guidelines 2020 Update – Virginia Dept. of Rail and Public Transportation Updated Design Guidelines to promote holistic multimodal planning by incorporating current design standards and addressing emerging mobility trends. Westover Road Diet Feasibility Study – West Piedmont Planning District Commission Developed several configuration options, including on-street bicycle lanes, on-street cycle track, and a two-way left turn lane, and analyzed of the multimodal benefits, drawbacks, and feasibility. 165 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 30 EDUCATION BACHELORS OF SCIENCE, CIVL ENGINEERING University of Central Florida EXPERIENCE TOTAL 20 Years CURRENT FIRM 11 Years PROJECT EXPERIENCE AMANDA KLEPPER, AICP Analyst DANIEL HYER, PESenior Engineer Tampa Future Land Use Assessment for Comprehensive Plan Update - Hillsborough County City-County Planning Commission, FL Greenways and Trails Master Plan Update - Hillsborough County, FL Healthy Mobility Study - Hillsborough County TPO, FL Downtown Area Plan - Carrboro, NC Gateway Master Plan - North Port, FL Employment Analyst Tool - Durham-Chapel Hill Carrboro, NC Affordable Housing Regulations Update - Pinellas County, FL LAUREN WITT, AICP Senior Planner EDUCATION BACHELORS OF ARTS, SOCIOLOGY AND MATHEMATICS University of North Carolina at Chapel Hill GRADUATE CERTIFICATE IN GEOGRAPHIC INFORMATION SCIENCE University of North Carolina at Chapel Hill MASTER OF SCIENCE, CITY AND REGIONAL PLANNING University of North Carolina at Chapel Hill EXPERIENCE TOTAL 3 Years CURRENT FIRM 2 Years PROJECT EXPERIENCE On-Call Civil Engineering Services - Albemarle County, VA On-Call Civil Engineering Services - Charlottesville, VA On-Call Civil Engineering Services - Franklin County, VA Broadway Blueprint Implementation Study - Albemarle County, VA Vinton Stormwater Assessment - Vinton, VA Meadow Creek Valley Trails and Bridges - Charlottesville, VA Colonial Avenue Redevelopment - Roanoke, VA McIntire Skate Park Design - Charlottesville, VA Rivanna Futures Economic Development Scenario Plan and Site Design - Albemarle County, VA EDUCATION BACHELORS IN CITY AND REGIONAL PLANNING The Ohio State University EXPERIENCE TOTAL 10 Years CURRENT FIRM 4 Years PROJECT EXPERIENCE Consulting Services for DCSM and ZO Revisions for Data Center - Prince William County, VA County Ordinances Update - Mecklenburg County, VA On-Call Current Planning Services - North Port, FL Development Review Services - Destin, FL Land Development Code Major Update - Destin, FL On-Call Current Planning Services - Shreveport-Caddo Metropolitan Planning Commission, LA Mobility Plan and Mobility Fee - Destin, FL Harbor and Town Center CRA Plans - Destin, FL 166 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 31 SECTION 3 | PROJECT TEAM & EXPERIENCE A focus of the Mecklenburg County Comprehensive Plan update was to stra-tegically plan for emerging industries and land uses, such as data centers and utility scale solar, that have become prevalent in the region. Our team’s work on the Plan has helped the County set a new vision for the future that focuses on rural and ecological preservation while identifying quality of life investments that leverage the County’s location along the Commonwealth’s largest lake, Kerr Lake. SERVICES & DELIVERABLES • An interactive project website and engagement hub.• Project branding including creation of a project name and logo.• Analysis of demographic trends and population forecasting.• Existing conditions analysis and rural land use planning that incorporate elements of watershed, farmland, and ecological protection.• Recommendations to support economic development that focus on economic diversification and downtown revitalization. • A community engagement process including a series of focus groups to engage with a diverse range of people and perspectives. Note: This plan was completed by our team under our former firm name, 3TP Ventures. CLIENT Mecklenburg County, VA REFERENCE Alex Gottschalk, County Administra- tor alex.gottschalk@mecklenburgva. com; (434) 738-6191 PROJECT DATES October 2024 - February 2025 RELEVANT KEY STAFF Rachel Falkenstein (Project Manager), Mike Callahan, Jeremy Goldstein, Hannah Etter, Erin Klinger, Alan Steinbeck PROJECT INFORMATION • Prime Consultant• Local project with local funding• Organized and led extensive stakeholder engagement• Project goals rural area protec-tion, economic development and diversification, transporta-tion safety improvement• Drafted a strategic and focused land use and transportation plans with recommendations for prioritized implementation measures. PLANNING SERVICES Spatial Analysis/GIS Population Forecasting Community Engagement Design and Facilitation Integrated Land Use & Transportation Planning Community Visioning Implementation Planning Graphic Design and Plan Visuals Mecklenburg 2044 Comprehensive Plan Update MECKLENBURG COUNTY, VIRGINIA 167 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 32 SECTION 3 | PROJECT TEAM & EXPERIENCE Our team helped the Town of Youngsville update to its Comprehensive Land Use and Transportation Plan (CLUTP) in 2022. Youngsville is facing tremen-dous growth pressures extending out of Raleigh along U.S. 1. The Town initi-ated a Plan update to prepare for this growth. The scope of work for the plan update focused on creating a clear vision with tangible implementation steps and documenting the plan in a way that makes it useful to decision makers. SERVICES & DELIVERABLES • Existing conditions analysis and mapping and population and employment forecasts.• A vision depicted both in words and images that clearly delineates where the Town should grow, what it should preserve, and how to connect the community with future greenways and streets. • A future land use map and transportation plan that are complementary and supportive of the Town’s goals. • Policies and actions that will help bring about the Town’s vision over the next 25 years. • Extensive community engagement with an emphasis on reaching a wide range of perspectives.• Modern plan documentation in a graphically rich format. The Youngsville CLUTP was the 2024 recipient of the American Planning Association’s Vernon Deines Award for Outstanding Small Town Comprehensive Plan and 2024 North Carolina APA Marvin Collins Award for Comprehensive Plans. AWARD WINNING PLAN Youngsville 2050 Comprehensive Plan Update TOWN OF YOUNGSVILLE, NORTH CAROLINA CLIENT Town of Youngsville, NC REFERENCENathan Page, Town Manager; npage@townofyoungsville.org; (919) 925-3401 PROJECT DATES October 2022 - October 2023 RELEVANT KEY STAFF Mike Callahan (Project Manager), Rachel Falkenstein, Jeremy Gold- stein, Hannah Etter, Erin Klinger, Alan Steinbeck PROJECT INFORMATION • Prime Consultant• Local project with local funding• Organized and led extensive stakeholder engagement• Project goals of integrated land and transportation planning in a high growth scenario• Incorporated smart growth tactics to support efficient delivery of infrastructure and downtown revitalization PLANNING SERVICES Spatial Analysis/GIS Population Forecasting Community Engagement Design and Facilitation Integrated Land Use & Transportation Planning Community Visioning Implementation Planning Downtown Revitalization Graphic Design and Updates to Plan Layout Note: This plan was completed by our team under our former firm name, 3TP Ventures. 168 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 33 SECTION 3 | PROJECT TEAM & EXPERIENCE CLIENT Town of Vinton, VA REFERENCE: Anita McMillan, Planning & Zoning Director; amcmillan@vintonva.gov PROJECT DATES April 2024 to present PROJECT COST $236,000 RELEVANT KEY STAFF Mike Callahan (Project Manager), Rachel Falkenstein, Hannah Etter, Vlad Gavrilovic, Daniel Hyer, Jessica Dimmick PROJECT INFORMATION • Prime Consultant in part-nership with New Paradigm Planning• Local project with local funding• Organized and led stakeholder engagement• Project goals included economic development, downtown revitalization, and transportation safety improvements• Drafted implementation strategies that identified funding resources, project partners, planning-level cost estimates and project timing / prioritization Our Team is in the process of helping the Town of Vinton update their Comprehensive Plan. The plan was built around a community needs assess-ment, which emphasized infrastructure, economic development, downtown revitalization and transportation. The project also includes a detailed imple-mentation plan. SERVICES & DELIVERABLES • Review and analysis of available data related to existing conditions for key community elements including transportation, land use, community facilities and services, including a comprehensive stormwater analysis. • An updated community vision that informed the future land use plan and implementation actions.• A set of strategies and actions supportive of the Town’s vision and goals.• A robust community engagement process including focus groups, a community questionnaire, and community meetings• A clear and concise plan document using graphics and visuals.• City-wide stormwater analysis and modernization recommendations. Note: This plan was contracted by our team under our former firm name, 3TP Ventures. Vinton Comprehensive Plan Update TOWN OF VINTON, VIRGINIA PLANNING SERVICES Spatial Analysis/GIS Needs Assessment Population Forecasting Land Use & Transportation Planning Community Engagement Comprehensive Stormwater Analysis and Strategy Implementation Planning 169 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 34 SECTION 3 | PROJECT TEAM & EXPERIENCE CLIENT Albemarle County, VA REFERENCE Tori Kanellopoulos, Principal Planner; vkanellopoulos@albe- marle.org PROJECT DATES Fall 2021 to present RELEVANT KEY STAFF Rachel Falkenstein, Jeremy Goldstein, Vlad Gavrilovic, Jessica Dimmick PROJECT INFORMATION • Various roles including project staff, prime, and sub consultant. • Local project with local funding.• Project goals include robust community engagement, clear prioritized implemen-tation strategies, housing and economic development strategies and multi-modal transportation plan. • Drafted project “background reports” that summarize local conditions and issues, including development areas capacity analysis. Our team is providing support for the ongoing Albemarle County Compre-hensive Plan update, which incorporates goals of sustainability and managed growth in a highly politicized locality. Our team members’ roles and level of support has evolved throughout the project from on-staff project manage-ment, ongoing consultant support, and development of a dynamic buildout analysis tool to equip staff to conduct future County-wide and site focused analyses. The plan’s development has involved extensive stakeholder engagement including working collaboratively with a diverse team of project stakeholders and community members. SERVICES • Initial project scoping, budgeting, and project management.• Creating project branding, style guide, website, and educational materials.• Producing background reports detailing relevant topics and history of growth management. • Conducting a development areas buildout analysis and creating a dynamic tool for residential rezoning analysis. AC44 Comprehensive Plan Update ALBEMARLE COUNTY, VIRGINIA PLANNING SERVICES Project Scoping Project website and branding Visioning Background Report Development Areas Buildout Analysis Market Analysis Community Engagement Resiliency Planning Implementation Recommendations 170 PITTSYLVANIA COUNTY COMPREHENSIVE PLAN CONSULTING SERVICES | 35 SECTION 3 | PROJECT TEAM & EXPERIENCE CLIENTCounty of James City, Virginia REFERENCETammy Rosario, Assistant Planning Director; Tammy.Rosario@jamescity-countyva.gov; 757-253-6688 PROJECT DATES 2019-2021 PLANNING SERVICES Spatial Analysis/GIS Land Use Analysis Policy Development Land Use Planning Primary Service Area Planning Transportation Planning Public Engagement RELEVANT KEY STAFF Vlad Gavrilovic (Project Advisor) PROJECT INFORMATION • Local project with local funding • Organized and led stakeholder engagement • Policy Development with a focus on Rural Preservation and encouraging infill development patterns. • Worked closely with a project steering committee and other local stakeholders. • Multi-disciplinary project team James City County surrounds the city of Williamsburg, VA and contains some of the nation’s most important historic sites. As the County has grown, there has been more pressure on its existing facilities and on its rural areas. The County currently manages growth through its Primary Services Areas (PSA) which directs growth towards existing and planned facilities and services. However, with a general trend of expansion in the Peninsula, there have been calls for a re-examination of the Primary Service Area boundaries, or for channeling more new growth toward infill and redevelopment within the PSA. Vlad Gavrilovic, while he was at Renaissance Planning Group and EPR, PC assisted the County in its last two Comprehensive Plan Updates, in close coordination with the County and an appointed steering committee. SERVICES • Led steering committee meetings as part of a multi-disciplinary team.• Designed and facilitated a “Community Conversation” meeting series.• Provided recommended updates to future land use districts.• Advised on area plan priorities.• Ensured plan update integration with current Virginia and national legis-lation and best practices. Comprehensive Plan Update JAMES CITY COUNTY, VIRGINIA The James City County Comprehen-sive Plan Update received the National Association of Counties (NACo) 2023 Achievement Award for Best in Category for Planning. AWARD WINNING PLAN 171 172