Board of Supervisors June 14, 2022 Sheet 1  June 14, 2022  County of Greene, Virginia  THE GREENE COUNTY BOARD OF SUPERVISORS MET ON TUESDAY, JUNE 14, 2022, BEGINNING AT 5:30 P.M. IN PERSON IN THE COUNTY ADMINISTRATION BUILDING  MEETING ROOM AND BY ZOOM VIDEO COMMUNICATION  Present were:  Marie Durrer, Chair Dale Herring, Vice Chair Steve Bowman, Member Abbey Heflin, Member Davis Lamb, Member  Staff present:  Mark B. Taylor, County Administrator Kelley Kemp, Assistant County Attorney Kim Morris, Deputy Clerk Jim Frydl, Director of Planning and Zoning Tracy Morris, Director of Finance  RE: CLOSED MEETING  Ms. Kemp read the proposed resolution for closed meeting.  WHEREAS, the Board of Supervisors of Greene County desires to discuss in Closed Consultation with legal counsel pertaining to actual or probable litigation, where such consultation in open meeting would adversely affect the negotiating or litigating Consultation with legal counsel employed or retained by a public body regarding specific legal matters requiring the provision of legal advice by such counsel WHEREAS, pursuant to: $2.2-3711 (A)(7) and (A)(8) of the Code of Virginia, such NOW,THEREFORE, BEITI RESOLVED that the Board of Supervisors of Greene County  Meeting the following matter(s):  posture of the public body concerning RSA.  concerning tower space and Jaunt.  discussions may occur in Closed Meeting;  does hereby authorize discussion oft the aforestated matters in Closed Meeting.    Board of Supervisors June 14, 2022 Sheet 2  Upon motion by Dale Herring, second by Davis Lamb and unanimous roll call vote, the  Board entered into closed meeting. Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried. RE: OPEN MEETING Board returned to open meeting. Recorded vote:  Upon motion by Davis Lamb, second by Dale Herring and unanimous roll call vote, the  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  By unanimous roll call vote, members certified that only public business matters lawfully exempted from the open meeting requirement and only such matters as identified by the motion to  enter into closed meeting were discussed.  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  RE: AUTHORIZATION FOR COUNTY ADMINISTRATOR TO EXECUTE Upon motion by Dale Herring, second by Davis Lamb and unanimous roll call vote, the Board authorized the County Administrator to execute the communications: tower leases as  COMMUNICATIONS TOWER LEASES  discussed in Closed Session. Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes    Board of Supervisors June 14, 2022 Sheet 3  Motion carried.  RE: ADOPTION OF CONCURRENT RESOLUTION OF GREENE COUNTY, ORANGE COUNTY AND MADISON COUNTY APPROVING THE WITHDRAWAL AND TRANSITION AGREEMENT FOR GREENE COUNTY WITHDRAWAL FROM THE Upon motion by Steve Bowman, second by Dale Herring and unanimous roll call vote, the Board adopted the concurrent resolution of Greene County, Orange County and Madison County approving the withdrawal of Greene County from the Rapidan Service Authority. (See Attachment  RAPIDAN SERVICE AUTHORITY  "A")  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  RE: PLEDGE OF ALLEGIANCE AND MOMENT OF SILENCE  The Chair opened the meeting with the Pledge of Allegiance followed by a moment of  silence.  RE: ADOPTION OF AGENDA  Upon motion by Dale Herring, second by Steve Bowman and unanimous roll call vote, the Board approved the agenda after agreeing to separate consent agenda item 8. C. for discussion.  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  RE: MATTERS FROM7 THE PUBLIC  Mr. Hugh Davis was present to ask the Board to consider doing something to help the Mr. Scott Mingledorf was present to discuss the Comprehensive Plan. He feels the Tourist Lodging section needs to be reviewed to be sure that it matches the Zoning Ordinance. He asked that the public be included in this process. He also asked that the Board defer approval of Special  elderly with their taxes.  Use Permits until the review takes place.    Board of Supervisors June 14, 2022 Sheet 4  RE: CONSENT AGENDA  Upon motion by Steve Bowman, second by Dale Herring and unanimous roll call vote, the  Board approved the consent agenda items a. and b. as presented.  a. b.  Minutes of previous meeting  Resolution to accept and appropriate $357,664.03 for the Coronavirus Aid, Relief, and Economic Security (CARES) Act, Elementary and Secondary School  Emergency Relief Funding (See Attachment "B")  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried. C.  Resolution opposing the Jefferson-Madison Regional Library name change (See  Attachment "C")  Upon motion by Steve Bowman, second by Dale Herring and unanimous roll call vote, the Mr. Bowman said that he has received several phone calls from residents who are supportive of this resolution. He strongly supports it. He said that he believes that many institutions in our Nation are under attack and he does not feel that we should change the name of our library. Ms. Durrer and Mr. Lamb also said that they support this resolution.  Board approved the resolution as presented.  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  RE: PUBLIC HEARING ON PROPOSED SECONDARY SIX YEAR IMPROVEMENT Ms. Carrie Shepheard, VDOT Resident Engineer, was present to discuss the Secondary Six Year Plan in response to the workshop held last month. The purpose of the Rural Rustic Road Program for the Secondary Six Year funding is to pave existing unpaved roads and reestablish ditches and shoulders while leaving trees, vegetation and the rural nature oft the roadi intact as much  PLAN FOR FISCAL YEARS 2023-2028  as possible. Eligibility items for this program are as follows:  Must be an unpaved road already in the State Secondary System Carry no more than 1,500 VPD, with a minimum of 50VPD  Priority in the approved SSYP    Board of Supervisors June 14, 2022 Sheet 5  Used for local traffic who are familiar with the features of the road  Minimal anticipated traffic growth At least 16' width, although prefer 18'  As a result of last months meeting, Ms. Shepheard said she added the second part of Welsh Run Road to the end of the plan, which is not fully funded and will have a remaining balance of  $104,404.  She shared maps of the roads currently on the plan.  Mr. Lamb brought up the improvements that VDOT made to try and help the issue at) Route 609 and Route 29. He said that he does not feel these improvements help. He also said that he was grateful that VDOT had an additional virtual meeting last week that he attended and enjoyed. The Board and Ms. Shepheard discussed the options fori improvements at the Route 29 and  Route 609 intersection.  The public hearing was opened and closed with no comment.  Upon motion by Steve Bowman, second by Davis Lamb and unanimous roll call vote, the Board approved the Secondary Six Year Improvement Plan for FY23-28. (See Attachment "D")  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  RE: APPROVAL OF AGREEMENT BETWEEN THOMAS JEFFERSON PLANNING DISTRICT COMMISSION, FIREFLY AND GREENE COUNTY REGARDING THE Mr. David Blount of the Thomas Jefferson Planning District Commission was present to explain the agreement between the Thomas Jefferson Planning District Commission, Firefly and Greene County regarding the awarded VATI 2022 funding. This was a $79 million grant from the Department of Housing and Community Development to TJPDC for a 13 County Regional Broadband project working with Firefly fiber broadband. This agreement is a requirement of the DHCD which all of the 13 localities will have to sign. It basically outlines the various duties and responsibilities of the three entities. For TJPDC, that's managing the grant, providing for the fiscal responsibilities and working with the grantor at the state level. For Firefly, it's pretty much about construction and documentation that will be needed in managing the grant. For Greene County, the agreement notes the nearly $2.7 million in local match that Greene County previously committed to the project, and then speaks to Greene's responsibilities to keep records and pay  AWARDED VATI2022 FUNDING    Board of Supervisors June 14, 2022 Sheet 6  invoices, and generally support the project and help us and Firefly to communicate with the  community about the project.  Upon motion by Dale Herring, second by Davis Lamb and unanimous roll call vote, the  Board approved the agreement as presented. (See Attachment "E")  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  RE: RESOLUTIONTO APPROPRIATETHE FISCAL YEAR 2023 BUDGET  Ms. Morris was present to ask the Board to adopt the resolution to finalize and appropriate the fiscal year budget and the amount of $97,168,587. Ms. Heflin asked for clarification as to where all of the extra revenue came from. The number she recalled voting on was $76,282,250. Ms. Morris said that amount is excluding the interfund transfers between social services, the schools and CSA. She explained that when we appropriate the budget, we have to appropriate the total, not including the subtraction of those interfund transfers. Ms. Heflin shared her concern that the revenues that we are receiving are a fluke because of Covid and she's worried that we are  funding things with that money and we won'treceive it in upcoming years.  Upon motion by Steve Bowman, second by Dale Herring and affirmative roll call vote, the Board adopted the resolution to appropriate the fiscal year 2023 budget. (See Attachment "F")  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes No No  Motion carried. RE: JAUNTMOU  Mr. Taylor thanked Jaunt Director, Ted Rieck, and Ms. Kemp and Mr. Bowman for working together on the memorandum of understanding with Jaunt. He said that we have come to amutually acceptable language for the memorandum of understanding with. Jaunt concerning the steps that Jaunt will be taking in the next six months on the development of service in Greene County. The MOU has been finalized and it is before the Board for approval with no outstanding  issues.  Upon motion by Steve Bowman, second by Dale Herring and unanimous roll call vote, the  Board approved the MOU with. JAUNT as presented. (See Attachment "G")    Board of Supervisors June 14, 2022 Sheet 7  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  RE: REQUEST FROM VDOT FOR A WAIVER FOR THE NOISE ORDINANCE Mr. Taylor explained that we have received a request for a waiver from the county noise ordinance in connection with the Route 29 and 33 intersection improvements. VDOT has taken outstanding steps since the beginning of the project to do their very utmost to be a good neighbor and to mitigate noise to the extent possible with their project. They had a stage in the project in which they were having to de-water a pond on a continuous basis in order to move their project forward. They had a pump running day and night that was energized by a generator. This is what gave rise to ai noise concern from a neighbor. The investigation oft that noise complaint yielded the revelation that they were not in violation of the noise ordinance based on decibel measure at the property line and the VDOT team did all that they could to mitigate the noise using the quietest  generator they had available.  The Board discussed the project and asked how long it would take. Mr. Frydl said that it will take almost a full year. He also said that it is not feasible to work on the project during the daytime as it would cause a traffic back-up. Ms. Kemp suggested that the Board consider amending the existing ordinance to waive the ordinance for public work. Mr. Taylor said that we  could but that VDOT is asking for this waiverimmediately.  Upon motion by Steve Bowman, second by Dale Herring and unanimous roll call vote, the Board agreed to grant VDOT a waiver of the noise ordinance for this project. (See Attachment  "H")  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  RE: HAZARD MITIGATON PLAN UPDATE  Ian Baxter, Planner for the Thomas Jefferson Planning District Commission, was present to discuss the Hazard Mitigation Plan. He explained that the purpose of the plan is to prepare for natural disasters before the occur, thus reducing loss of live, property damage, and disruption of commerce. The plan is a data driven document based on past historical hazard events and the potential for future events based on historical data. It assesses risks from natural hazards. The Federal Emergency Management Agency (FEMA) requires Natural HMPS as a condition for    Board of Supervisors June 14, 2022 Sheet 8  eligibility to receive certain mitigation grant program funds and grants. The Virginia Department of Emergency Management encourages regional Natural Hazard Mitigation Plans to help jurisdictions address issues regionally. VDEM maintainsa a statewide Hazard Mitigation Plan. Mr. Baxter shared at timeline of the process for the plan update. He explained the Hazard Identification and Risk Assessment (HIRA) which describes all natural hazards that affect the Planning District and provide an analysis on location, extent, severity, and probability of occurrence. It gives general descriptions of events and data on events such as frequency, duration, severity and financial impact. The hazards are presented in order of the relative risk they pose to the region and are rated based on a risk matrix developed by Kaiser Permanente. Mr. Baxter also shared the Hazard Vulnerability Assessment which provides an overview and analysis of vulnerability in the Thomas Jefferson Planning District using factorsi including the HIRA, projected population growth and settlement patterns and the location of existing people and infrastructure. It utilizes planning tools including FEMA's HAZUS models for Hurricanes, earthquakes and flood and the Wildfire Risk Assessment for wildfires and presents information on expected monetary losses. Once the plan is finalized, it will be shared with the localities during a meeting for public comment. It will then be submitted to VDEM and FEMA for approval and then come back to the localities for  formal adoption.  Mr. Bowman asked if this plan will interface with FEMA's Community Resilience Program. Mr. Baxter was not sure, but said he would look into it. Mr. Bowman said that thisisa  great base document. The Board thanked Mr. Baxter for his presentation. RE: REGIONALTRANSITE VISION PLANU UPDATE  Ms. Lucinda Shannon oft the Thomas Jefferson Planning District Commission was present to share an update on the Regional Transit Vision Plan. She said that this plan is a collaborative effort to evaluate and establish a clear long-term vision for transit service in the region led by the TJPDC and funded in part by the Department of Rail and Public Transportation and the local jurisdictions that started in the summer of 2021. The consultants looked at the existing systems and the transit market potential for the entire region and assessed where transit should be. They also solicited comments from community members and stakeholders. The Transit Vision Study will conclude this summer, just as the Transit Governance Study commences. The focus of the Transit Vision Study is potential improvements to the regional transit system while the focus of the Transit Governance Study is how to pay for the service improvements recommended in the vision study; a mechanism that can collect and disperse additional dedicated revenue for transit. Ms. Shannon shared the proposed vision statement, goals and objectives of the plan. She also shared concepts oft transit expansion possibilities. Finally, she shared a timeline of events to bring  the plan to its completed state.  The Board discussed different ideas regarding transit services. Mr. Bowman asked how many years this plan covered. Ms. Shannon said this is a 40-year plan. The Board thanked Ms. Shannon for her presentation and said that they look forward to hearing future plans.    Board of Supervisors June 14, 2022 Sheet 9  RE: ASSESSMENT PROCESS AND MAINTENANCE OF LOCAL REAL PROPERTY Mr. Fred Pearson of Pearson's Appraisal Service was present to explain the assessment process to the Board. He said that he performed the last reassessment for Greene County in 2020 to take effect in 2021. He said that most places had a very large increase of approximately 15%. Mr. Pearson said that we should be working on a reassessment now to take effect in. January, 2023. He explained that he could not offer a full assessment where his staff would visit every property in time for January, 2023, but that he could offer a tabletop assessment where he would use a market study to come to new property values. He recommended starting in 2023 for a full  VALUATIONDATA  reassessment to take effect in January, 2025.  Mr. Lamb questioned reassessment with inflation and pending recession. Mr. Pearson said that, in his opinion, private property values are stabilizing. He does not feel that we will see the big increases that we saw during the last reassessment. Mr. Bowman asked Mr. Pearson for his opinion on how frequently localities should reassess. Mr. Pearson said that it's been more than ten years since Greene has had a full reassessment. He said that he feels that is the longest you should go without one. Mr. Pearson said that he feels assessments should be done every two years in order to stay away from large increases. Mr. Herring explained how the Board uses the reassessed values with the current tax rate to come up with the equalized tax rate during the budget process. He said that he feels this process could be used during the budget every year.  Mr. Taylor summarized Mr. Pearson's statements and asked the Board if they wished to continue on a two-year cycle. The Board discussed this matter at length. Ms. Heflin asked the Board to consider putting any reassessment off forj just one year because of the increase inj personal property tax. Mr. Herring explained that personal property and real estate taxes are different. He again tried to explain the process of using an equalized tax rate and how that would keep residents from having a large increase on their real estate tax bills. He suggested that the Board do the same with personal property taxes. Ms. Durrer said that she feels we must stay on the 2-year reassessment schedule SO that residents would not see huge jumps in their property values.  The Board agreed to have this item placed on the Consent agenda during the next meeting  for a final decision.  RE: FINANCE QUARTERLY REPORT  Ms. Morris was present to share the second quarter financial report ending December 31, 2021 with the Board. The report compares the year-to-date revenues and expenditures for fiscal year 2022 to the current budget. The report also provides the previous fiscal year revenues and  expenditures.  The Contingency line item has a balance of $248,464.35. Supplemental Appropriations have been approved in the amount of$1,376,913.44. This includes amounts for grants, donations,  and carryover programs.    Board of Supervisors June 14, 2022 Sheet 10  The Cash balance per the Treasurer's report to the Board as of December 31, 2021 is $18,419,169.94. Tax collections are twice a year inl December 2021 and June 2022. Real property tax has an increase of $419,853.71 from FY '21 to FY'22. Personal property tax has an increase of $376,541.65 from FY'21 to FY '22. Local Sales & Use Tax has an increase of $103,047.04, Hotel and Motel Room Tax has an increase of $6,543.78, Restaurant Food tax has an increase of $133,562.67, and Permits and Other Licenses has an increase of $65,447.78 over the revenue  collected last fiscal year.  There was a decrease in Personal Property taxes in FY 21 and a decrease in Permits and Other Licenses in FY21. Real Property taxes, Local Sales and Use taxes, Hotel and Motel Room  taxes, and Restaurant and Food taxes have increased each fiscal year.  The total spent to date for all funds is $39,792,454.15 with a percentage breakdown as follows: General Fund-47%, Social Services-29, CSA-2%, Solid Waste-3%, Schools-45% and  Capital Projects-1%.  The year-to-date expenditures for the General Fund Categories are as follows: General Gov't Administration-89, Judicial Administration-29., Public Safety-319, Public Works-3%, Health & Welfare-19, Education - PVCC, less than 19, Parks & Recreation-29, Community  Development-390 and on-Deparmental-sox.  The target percentage for this quarter is 50% spent of the year-to-date budget. General Fund expenditures are being spent at 44.57% of budget. There is one category trending above the second quarter appropriation and that is Public Safety which includes the quarterly payments for the Regional Jail per our commitment and the payment to the Volunteer Fire Company for the  truck replacement program.  The Board thanked Ms. Morris for her quarterly report.  RE: BOARD LIAISON REPORTS will meet next Tuesday night.  Mr. Herring said that the Thomas Jefferson Planning District Commission met on June 2 and they discussed the VATI broadband grant contracts. The Emergency Services Advisory Board  Mr. Lamb said that he attended the Culpeper Soil and Water meeting last Tuesday. He said that they' 've been able to fund a lot of new programs and he hopes that some Greene County  residents apply.  Ms. Heflin said that the Stanardsville Town Council met last night. Their budget was approved and appropriated. They're also going to be getting new banners for the lights, including the new ones that are going up. The designs will be a mix of art by the Art Guild and they will alternate down the street. One of them will be an advertisement for the farmer's market.  Mr. Bowman said that he attended the School Board meeting on the gth and Dr. Whitmarsh shared the Impact 2027 strategic plan for the school district. He thought it was very well done. It    Board of Supervisors June 14, 2022 Sheet 11  can be viewed on the school website. It lays out the strategic plan for the school district for the next five years. The second item they discussed was about safety in the schools and all the things that had been done and the many things that are going to be done. Safety is one of their primary concerns, given what's happened in the recent past. There will be no July School Board meeting. The next meeting will be on August 10. Mr. Bowman said that he also attended the JAUNT meeting on June 6th. They received more money from the federal government. The next meeting is on July 13th. They are now at what they consider to be pretty close to full time operators at 68, with one new one in Greene County, sO we should be fully staffed at this point in time. They've had a very difficult time finding bus drivers, as most other transportation entities have. The  Planning Commission meeting is tomorrow at six o'clock. RE: COUNTY ADMINISTRATOR REPORT  Mr. Taylor shared aj picture of the brick work that is being done at the Courthouse. He said that we have received input from the Greene County Historical Society and, after speaking with the Field Operations Manager from Titan, the company hired to do the work on our historical Courthouse, they feelitisag good idea toj proceed with thej project. Mr. Taylor: asked fort the Board's  approval to move forward with the project.  Upon motion by Steve Bowman, second by Davis Lamb and unanimous roll call vote, the  Board gave approval to proceed with the brickwork at the historic Courthouse.  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  Mr. Taylor shared that Shawn Leake is now certified as an Erosion and Sediment Control and Stormwater Program Administrator. He also shared that we have hired Mike Taylor as our new Maintenance Worker. He shared that staff is working on hiring the other positions that the Board approved during the budget process and that they will all start their employment after July  1,2022.  Mr. Taylor shared the news of the 4th of. July celebrations in the County.  Mr. Taylor shared that, during this meeting, he has gotten confirmation that both the Orange Board of Supervisors and the Madison Board of Supervisors have also adopted the same concurrent resolution that our Board passed just after closed session. So, all three counties are in agreement to the withdrawal and transition agreement as of today's date that was negotiated between Orange, Madison and Greene. We expect this item to be on the RSA agenda for their meeting on Thursday. Mr. Taylor said the he will be due at a negotiation session at the court in    Board of Supervisors June 14, 2022 Sheet 12  Charlottesville tomorrow morning and he thinks that, with the actions by the counties this evening,  that should be a relatively straightforward discussion.  Mr. Taylor said that the next Board agenda will have the Glamping application on it and the budget process discussion. He suggested that the Board start at 4:30 with the Budget Process  discussion. The Board agreed.  RE: OTHER ITEMS FROMT THE BOARD  Mr. Bowman shared that he is very impressed with the budget presentation by Accomack County and said that we should use it as a template for our own. He also asked that an update on  ways the County can help Habitat for Humanity be scheduled.  Ms. Heflin asked about the job opening for a Building Official. Mr. Taylor explained that this position is going to be coming open as our current Building Official is retiring. Ms. Heflin also questioned why the information from the first Glamping application was no longer on our website. Mr. Taylor said it should be there and he would look into it. She also asked when the Comprehensive Plan will come before the Board for review. Mr. Frydl said, worst case, by] January of2023. Ms. Heflin asked about adding an agenda item called Old Business sO that the Board can keep track of ongoing projects and issues. Ms. Heflin asked about the $30 facility fee now that the withdrawal and transition agreement has been adopted. Mr. Taylor suggested that we wait until RSA holds their meeting before discussing this topic. She also said that a citizen had inquired about a $30 discount the Comcast gives to senior citizens. She said that she understands from this citizen that Greene County would need to approve this discount. Ms. Heflin and the Board discussed an Airbnb that is being operated in Dogwood Valley. Mr. Frydl explained the situation tol Ms. Heflin and said that he would be happy to explain it to her concerned constituent. Lastly, she asked ifit was true that the Board helped the glamping applicant find as suitable parcel for their project. Mr. Herring said that that Board does not look for parcels for businesses, sO no, that's not  true.  Mr. Herring said that once the election takes place in November and we have a new Commissioner of Revenue, the Board should hold a workshop with that person to review the processes oft things such as business license tax, personal property tax and' TOT. Ms. Durrer added that she has had several people call her about thel business license tax process and shel has contacted Kim Tate about how that will look in the future. She said that the Board should review the  ordinances in place and update them, if needed.  RE: ADJOURN Board meeting was adjourned.  Upon motion by Dale Herring, second by Steve Bowman and unanimous roll call vote, the    Board of Supervisors June 14, 2022 Sheet 13  Recorded vote:  Marie Durrer Dale Herring Steve Bowman Abbey Heflin Davis Lamb  Yes Yes Yes Yes Yes  Motion carried.  YcQ Marie Durrer, Chair Greene County Board of Supervisors  Mark B. Taylor, Clerk Greene County Board of Supervisors      Board of Supervisors June 14, 2022 Attachment A  CONCURRENT RESOLUTION OF THE BOARDS OF SUPERVISORS OF ORANGE COUNTY, MADISON COUNTY, AND GREENE COUNTY, VIRGNIA, APPROVINGTHE WITHDRAWAL AND TRANSITION AGREEMENT FOR GREENE COUNTY WITHDRAWAL FROM THE RAPIDAN SERVICE AUTHORITY WHEREAS, Orange County ("Orange"), Madison County ("Madison"), and Greene County ("Greene"), Virginia (collectively, "the Counties"), are the participating localities of the  Rapidan Service Authority (the "RSA"), and  WHEREAS, on April 5, 2021, the Board of Supervisors of Greene signified its desire to withdraw from the RSA, by adopting a resolution under Virginia Code $ 15.2-5112(B); and  WHEREAS, in its April 5,2 2021 resolution, the Board of Supervisors ofGreene also called for unanimous consent to the withdrawal by Orange and Madison under S 15.2-5112(A); and  WHEREAS, on April 13, 2021, the Board of Supervisors ofMadison adopted ai resolution unanimously consenting to the withdrawal of Greene on the condition that Greene provide evidence that the bond holders of Greene and the RSA consent to the withdrawal, and that the  withdrawal follow the approvals and protocols set forth in $ 15.2-5112; and  WHEREAS, also on April 13, 2021, the Board of Supervisors of Orange adopted a resolution unanimously consenting to the withdrawal of Greene from the RSA pursuant to S 15.2- 5112 and supporting the initiation ofthe process for thej proper separation ofGreene from the RSA, subject to Orange and Madison entering into an agreement to configure the RSA board with an  Orange majority after Greene's departure; and  WHEREAS, on May 25, 2021, Madison and Orange entered into a Memorandum of Agreement agreeing that prior to Greene's withdrawal from participation in the RSA, the Boards of Supervisors of Greene, Madison, and Orange will adopt a concurrent resolution to amend the Articles SO that, effective upon Greene's withdrawal, the RSA's governing board shall consist of  1    five representatives, three of whom shall be appointed by Orange, and two of whom shall be  appointed by Madison; and  WHEREAS, the Orange, Madison and Greene Boards of Supervisors adopted Resolutions dated May 10, 2022 addressing the terms for Greene's withdrawal from the RSA and directing the  preparation oft the Withdrawal and Transition Agreement.  WHEREAS, the RSA Board adopted a Resolution dated May 19, 2022 addressing the  terms for Greene's withdrawal from the RSA.  WHEREAS, the attached Withdrawal and Transition Agreement has been prepared. WHEREAS, the Orange, Madison, and Greene Boards of Supervisors find the attached Withdrawal and Transition Agreement to be acceptable for the resolution of the pending dispute  and completion of Greene's withdrawal from the RSA.  WHEREAS, the Orange, Madison and Greene Boards of Supervisors call upon the RSA Board of Members to adopt its own resolution approving the Withdrawal and Transition  Agreement on or before June 16, 2022.  NOW, THEREFORE, BE IT RESOLVED that by concurrent resolution of their respective Boards of Supervisors, each of the Counties does hereby approve the attached Withdrawal and Transition Agreement, and calls upon the RSA Board of Members to adopt its own resolution approving the Withdrawal and Transition Agreement on or before June 16, 2022. IN WITNESS THEREOF, the Boards of Supervisors of Orange, Madison, and Greene have adopted this concurrent resolution approving the Withdrawal and Transition Agreement and calling upon the RSA Board of Members to adopt its own resolution approving the Withdrawal  and Transition Agreement on or before June 16, 2022.  2    CONCURRENT RESOLUTION APPROVING THE WITHDRAWAL AND TRANSITION AGREEMENT FOR GREENE COUNTY WITHDRAWAL FROMTHE  RAPIDAN SERVICE AUTHORITY  ORANGE COUNTY, VIRGINIA  By:  Chair, Board of Supervisors Date of Adoption: June 14,2022  Attest:  MADISON COUNTY, VIRGINIA  By:  Chair, Board of Supervisors Date of Adoption: June 14,2022  Attest:  GREENE COUNTY, VIRGINIA BAie Cucr hair, Board of Supervisors Date of Adoption: June 14,2022  Attest AABApa  3    ORANGE/MADISON/GREENE 6/14/2022  WITHDRAWAL. AND TRANSITION AGREEMENT  This Withdrawal and Transition Agreement, dated as of June  2022 (this  "Agreement"), is entered into by and among GREENE COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia ("Greene"), ORANGE COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia ("Orange"), MADISON COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia ("Madison"), and the RAPIDAN SERVICE AUTHORITY, a political subdivision of the Commonwealth of Virginia ("RSA"). Greene, Orange, Madison and the RSA may be referred to collectively as the  "Parties" and individually a "Party".  RECITALS  1.  The RSA is an authority established and operating under the Virginia Water and  Waste Authorities Act, $ 15.2-5100 et seq. (the "Act"). Greene, Orange and Madison Counties are participating localities of the RSA pursuant to $ 15.2-5102 and by concurrent resolutions  adopted in June, 1969; 2.  Greene and RSA entered into the Rapidan Wastewater System Service  Agreement, dated August 10, 2004 (the "2004 Sewer Agreement") which provides for the funding, design, construction and operation of sewer systems improvements serving RSA  customers in Greene; 3.  As part of the 2004 Sewer Agreement, Greene, the RSA, and the Virginia  Resources Authority (the "VRA"), entered into an Assumption Agreement, dated July 1, 2004 (the "2004 Assumption Agreement") by which Greene assumed $2,080,000 in outstanding  RSA water and sewer debt;  4.  Greene and the RSA entered into the Ruckersville Water System Ownership and  Management Agreement, dated October 25, 2005 (the "2005 Water Agreement") to address  water system improvements;  5.  As part of the 2005 Water Agreement, Greene, the RSA, and the VRA, entered  into an Assumption Agreement dated December 1, 2005 (the "2005 Assumption Agreement") by which Greene assumed $4,886,932 in outstanding RSA water and sewer debt;  6.  On September 19, 2007, Greene and the RSA entered into the First Amendment  to the 2004 Sewer Agreement (the "First Amendment/sewer) which allowed the use of the Sewer Enterprise Fund (as defined in the 2004 Sewer Agreement) to pay additional costs related  to water and sewer systems improvements;    7.  On September 19, 2007, Greene and the RSA entered into the First Amendment  to the 2005 Water Agreement (the "First Amendment/Water) which allowed the use of the Water Enterprise Fund (as defined in the 2005 Water Agreement) toj pay additional costs;  8.  On December 9, 2014, Greene and the RSA entered into the Second Amendment  to the 2004 Sewer Agreement ("Second Amendmentsewer". and the Second Amendment to the 2005 Water Agreement ("Second Amendment/Water"). which amendments provided for and established the water and sewer systems facility fees; for the RSA to share the facility fee revenue with Greene and for Greene to use the facility fees to pay water and sewer facility costs; permitting work with respect to the new water treatment plant and White Run Reservoir projects; and Greene has borrowed funds to pay the cost of developing the new water treatment plant and  9.  Greene has undertaken ongoing financial and engineering studies, design and  the White Run Reservoir projects; terminated the facility fee;  10. On July 16, 2020, the RSA ended the sharing of the availability fee and 11. On July 28, 2020, the Board of Supervisors of Greene adopted a Resolution calling for the Board of Supervisors of Orange and Madison to consent to Greene's withdrawal  from the RSA pursuant to Va. Code $ 15.2-5112;  12. On September 14, 2020, Greene filed in Greene County Circuit Court an action styled Greene County Board of Supervisors V. Rapidan Service Authority et al., Case No. CL  20000689-00 (Action No. CL20-689);  13. On. January 18, 2021, Greene filed an Amended Complaint in Action No. CL20- 14. On April 5, 2021, the Greene Board of Supervisors adopted its Second Resolution calling for the Board of Supervisors of Orange and Madison to consent to Greene's Withdrawal  689;  from the RSA pursuant to Va. Code $ 15.2-5112;  15. On April 13, 2021, the Orange Board of Supervisors adopted a Resolution 16. On April 13, 2021, the Madison Board of Supervisors adopted a Resolution 17. On May 25, 2021, Orange and Madison entered into a Memorandum of Agrement/Withdrawal of Greene County, Virginia from Rapidan Service Authority. This  consenting to Greene's withdrawal from the RSA pursuant to Va. Code $ 15.2-5112; consenting to Greene's withdrawal from the RSA pursuant to Va. Code $ 15.2-5112;  2    Memorandum of Agreement providing for the governance and operation of the RSA after  Greene's withdrawal.  18. On January 4, 2022, the RSA filed its Counterclaim in Action No. CL20-689. On April 25, 2022, the Circuit Court of Greene County stated it would enter an Order dismissing the RSA'sC Counterclaim but allowing the RSA to file an Amended Counterclaim as to two counts. 19. The Parties now wish to resolve the disputes among them, including any and all claims asserted in litigation or otherwise, and any and all unasserted claims relating to Greene's, Orange's, or Madison's participation as participating localities in the RSA and any and all claims related to Greene's withdrawal from the RSA, and provide for Greene's withdrawal from the  RSA;  20. Greene will seek the approval of the VRA for Greene's withdrawal from the RSA, as the holder of the outstanding bonds of the RSA, pursuant to Va. Code $ 15.2-5112(A).  21. The Parties have complied or will comply with the requirements of Va. Code $ a. The adoption of a resolution by the RSA Board consenting to Greene's withdrawal b. The advertisement of the ordinance, resolution, or agreement providing for Greene's withdrawal and holding public hearings by the Boards of Supervisors of Greene, Orange C. The filing of an application to withdraw by Greene with the State Corporation 22. The Parties desire to state in this Agreement the terms and conditions by which Greene will withdraw from the RSA, including but not limited to the transfer of facilities and equipment from the RSA to Greene and the transition of water and sewer services for the  5.2-5112,including:  pursuant to Va. Code $ 15.2-5112( (D).  and Madison pursuant to Va. Code $ 15.2-5112(D).  Commission ("SCC") pursuant to Va. Code $ 15.2-5112(D).  residents of Greene.  NOW, THEREFORE, in consideration of the mutual agreements and covenants  hereinafter set forth, the Parties hereby agree as follows:  3    ARTICLEI WITHDRAWAL  Section 1.01 Withdrawal by Greene; Continuation of RSA. Greene shall  withdraw as a participating locality, or "member," of the RSA pursuant to Va. Code $ 15.2- 5112.' Greene's withdrawal will not terminate the RSA. The RSA shall continue after Greene's withdrawal. Madison and Orange will remain as participating localities of the RSA. ap participating locality of the RSA: shall be accomplished by the following actions:  Section 1.02 The Withdrawal Process. The process for Greene's withdrawal as (a) RSA Resolution. Within fifteen (15) days after the full execution of this (b) Public Hearings of Participating Localities. Within forty-five (45) days  Agreement, the RSA Board shall consider and adopt a resolution consenting to the withdrawal after the RSA approval of the withdrawal, the Boards of Supervisors of Greene, Madison and Orange shall advertise the RSA resolution and hold public hearings in accordance with Va. Code this Agreement, Greene shall submit a request to the VRA for final approval of Greene's withdrawal from the RSA. Within five (5) days after VRA's full approval of Greene's withdrawal from the RSA, Greene will provide the RSA, Orange, and Madison with written of the withdrawal, Greene will prepare the application for withdrawal to the SCC pursuant to Virginia Code $ 15.2-5112 (D). Greene will provide a copy of the application for withdrawal to the RSA, Orange and Madison prior to the filing with the SCC. The RSA, Orange and Madison shall have fifteen (15) days after receipt to review and provide any comments to Greene concerning the draft application for withdrawal. Greene will submit the application for withdrawal to the SCC. The Parties will reasonably cooperate with any requests of Greene or the within one hundred and twenty (120) days after submission to the respective entity, any Party  by Greene, pursuant to Va. Code $ 15.2-5112(D).  $15.2-5104, pursuant to Va. Code $ 15.2-5112 (D).  (c) VRA Final Approval. Within fifteen (15) days after the execution of  confirmation from the VRA of its approval of the withdrawal.  (d) SCC Approval. Within fifteen (15) days after the VRA's final approval  SCC in furtherance of the SCC's approval of the withdrawal.  (e) If the VRA or the SCC fails to approve Greene's request for withdrawal  may terminate this Agreement as to all Parties.  'The Parties acknowledge that Greene, Madison, and Orange are, as set forth in Virginia Code SS 15.2-5103,-5104, 3105.3101.31.5.4372 "participating localities" oft the RSA, but that SS 15.2-5112 refers to "members."  4    Section 1.03 Effective Dates of Withdrawal. Greene's withdrawal from the  RSA shall be effective upon the SCC's issuance of a certificate of withdrawal, pursuant to Va. Code $ 15.2-5112 (E) (the "Effective Date"); however, this Agreement will remain in full force and effect, and the Parties shall cooperate with each other and comply with any and all remaining  terms of this Agreement.  Section 1.04 Conveyance. Upon the Asset Transfer Date (as defined below)  Greene will own the water and sewer systems to be conveyed from the RSA to Greene under this Agreement, and Greene may operate and maintain the water and sewer facilities as it sees fit in  compliance with law and all other applicable regulations.  ARTICLEII  TRANSFER OF REAL ESTATE AND OTHER ASSETS; ASSUMPTION OFI LIABILITIES  Section 2.01 Transfer of Real Estate and Other Assets. After final approval  by the VRA, approval by the SCC, procurement by Greene of all necessary permits, and compliance by Greene with all requirements of the Virginia Resources Authority, the Virginia State Corporation Commission, the Virginia Department of Environmental Quality, and the Virginia Department of Health, the RSA shall quitclaim to Greene any and all of the RSA's right, title and interest to, and Greene shall accept, subject to all liabilities set forth in this Agreement, all RSA real estate, including easements (including any prescriptive easements, which the Parties understand and agree run with the real estate), facilities and equipment physically located in Greene County and identified on Exhibit A attached hereto (collectively, the "Assets"), to permit Greene to operate the water and sewer facilities. Each of the Assets will transfer "as is, where is," with all faults and, unless expressly set forth in a deed or other instrument of conveyance, with no warranty or representation as to fitness for a particular purpose or otherwise. The Parties shall cooperate in best efforts to complete the transfer of the Assets to Greene by June 30, 2022, or as soon thereafter as is possible (the "Asset Transfer  Date").  (a) The Parties acknowledge that certain equipment and other assets located at the  RSA administration building and grounds on Route 33 are used by the RSA for general administrative, maintenance, and other purposes. The RSA will retain the ownership and use of  this equipment and other assets not identified on Exhibit A.  (b) During the Transition Period (as defined below), the RSA will cooperate (c) At least fourteen (14) days prior to the Asset Transfer Date, the RSA will  with Greene to help maintain the existing level of customer service.  direct its engineer to walk through the facilities being transferred with Greene's engineer, who  5    may inspect the Assets and prepare a report as he and Greene see fit; however, any such inspection or report will in no way be deemed to create a right, warranty, duty, or other  obligation not expressly set forth in this Agreement.  (d) After the Asset Transfer Date, Greene shall lease the administration  building and grounds on Route 33 to RSA through December 31, 2023, for rent of$1.00. During the lease period, the RSA will have exclusive possession of the building and grounds, but shall remove all RSA-identifying signage from the Route 33 property. The RSA shall leave the brick sign structure in place and undamaged. During the lease period, RSA shall be solely responsible for all costs of operating the office facility, including but not limited to utilities, maintenance and janitorial costs. The property shall be subject to inspection by Greene upon reasonable written notice to the RSA during the lease period, RSA shall vacate the property to Greene in substantially the same condition it was found in at the time of transfer from RSA to Greene, normal wear and tear, and acts of God, for which Greene and the RSA will maintain adequate insurance coverage (which will be no less than the amount of coverage on the building and  grounds when owned by RSA), excepted.  Section 2.02 Form of Conveyance. The RSA will deliver bills of sale, deeds,  including its interest in any easements, necessary to quitclaim the Assets to Greene. All deeds and corresponding legal descriptions to convey any real estate shall be mutually agreeable to the Parties and drafted prior to the Asset Transfer Date. Each Party shall pay all of its own costs in connection with the transfer of the Assets. Greene shall prepare the bills of sale, deeds, including any direct easements from the RSA, and other conveyance documents.  (a) The form of the Deed to be used to transfer real property is attached as (b) The form of the instrument to transfer easement rights is attached as (c) The form of the Bill of Sale to transfer personal property is attached as (d) The form of Assignment of Contracts is attached as Exhibit E.  Exhibit B. Exhibit C. Exhibit D.  Section 2.03 Permits. The permits identified on Exhibit A will, to the extent  they are assignable or otherwise transferrable, be reassigned or transferred to Greene. The Parties will reasonably cooperate with requests from the Virginia Department of Health and Virginia Department of Environmental Quality to facilitate the transfer of permits. If any permits, Assets, or any other items that the Parties agree may be assigned or otherwise transferred under this Agreement are precluded from assignment or other transfer by prior agreement between any Party and a third party, by law or other regulation, or by any other means, the contemplated assignment or other transfer will not occur, and Greene will procure any such permits or other  6    items it requires or desires directly from the issuing body or other parties, and neither the RSA, Orange, nor Madison will have any liability for the inability to assign or transfer any such items.  Section 2.04 Assumption ofl Liabilities and Debt.  (a) Greene will continue to be responsible for any and all debt and other liabilities that Greene has issued or assumed that relate to the Assets. Such debt and other liabilities shall include without limitation those arising under the 2004 Assumption Agreement, as amended, and the (b) Except as set forth in any other provision of this Agreement, Greene shall not assume, pay or in any way be liable or responsible for any liabilities of RSA that are not expressly based on or otherwise related to the Assets (collectively, the "Excluded Liabilities"). After the Effective  2005 Assumption Agreement, as amended.  Date, RSA shall remain liable for all Excluded Liabilities.  ARTICLEIII  TRANSITION OF OPERATIONS ANDI MAINTENANCE  Section 3.01 Transition Period. From and after the date of this Agreement (a) conduct its operations according to the ordinary and usual course of (b) maintain the Assets in good repair, order, and condition, reasonable wear (c) use commercially reasonable efforts to keep in full force and effect, (d) cause all consumables (chemicals, paper goods, ink, and other plant, (e) permit representatives of Greene to have reasonable access to the Assets (f) During the Transition Period the RSA shall not incur any debt that is Section 3.02 Access to and Exclusion of Assets. Upon the full execution of  until the Asset Transfer Date (the Transition Period"), except as otherwise consented to in business consistent with past custom and practice (including the collection of accounts  writing by the Parties, RSA covenants that it shall:  receivable, the payment of accounts payable, and the maintenance of supplies);  and tear excepted;  without amendment, all material rights relating to the Assets;  laboratory, and/or office supplies) to be stocked consistent with past custom and practice;  and related books and records. secured by or relates to any of the Assets.  this Agreement, the RSA shall provide Greene with access to all maintenance and property records, environmental compliance, title, survey, and study materials in the possession of RSA and related to the water and sewer facility Assets located in Greene. Prior to the Asset Transfer  7    Date, Greene may, upon reasonable notice to the RSA, access all facility Assets to conduct testing, perform title examinations and surveys, and conduct such other investigations as Greene may reasonably desire from time-to-time. Greene agrees to conduct its investigations and inspections in a manner that does not disrupt RSA's operations. All inspections, evaluations, and surveys of RSA facilities will be at Greene's sole cost and expense. Greene will have the sole discretion to determine, as a result of its inspections, evaluations, and surveys, ifany Assets will be excluded from the conveyance to Greene and may be retained by the RSA, in which case Greene shall have no future claims for or related to those excluded Assets; it is distinctly understood and agreed by the Parties that the result of any inspection, evaluation, or survey by Greene will in no other way affect the Assets to be conveyed, and will not increase the monetary payment to be made by the RSA under this Agreement, and that any inspection, evaluation, or survey conducted by or on behalf of Greene will not constitute "due diligence" that could permit  Greene to terminate this Agreement prior to the Asset Transfer Date.  Section 3.03 Further Assurances. During the Transition Period and after the  Effective Date, each of the Parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions in good faith as may be reasonably required to carry out the provisions hereof and give effect to the transactions  described in this Agreement and the documents to be delivered hereunder.  Section 3.04 Staff. Greene, or its contractor, will have the right to offer  employment to any RSA employees that performed services related to RSA facility Assets located in Greene prior to the Asset Transfer Date. Greene will have the sole discretion to determine the terms of employment for such an employee. Upon termination of any employee by the RSA or upon employment of any employee by Greene, neither of those Parties shall assume any liabilities with respect to such employee or employee benefit plan of the other Party or any claim thereof or related thereto, and each Party shall remain solely responsible for any and all liability in respect of its employees, employee plans, and all other employment matters.  Section 3.05 Access to Facilities During Transition Period. During the  Transition Period, Greene and its designated representatives shall have, upon reasonable notice, access to RSA facility and equipment Assets located in Greene County. Such access shall be for the purposes of preparing to transition operations and maintenance to Greene and planning and training activities related to the transition of operations and maintenance to Greene.  Section 3.06 Cooperation During Transition Period. Greene and the RSA  shall cooperate during the Transition Period to implement the transition of operations and maintenance to Greene. Greene shall be responsible for any expenses incurred by the RSA in providing services during the Transition Period at Greene's request that are beyond those expenses incurred and services provided in the RSA's ordinary and usual course of business.  8    Section 3.07 Transition of Operations and Maintenance. Beginning on the  Asset Transfer Date, Greene shall be solely responsible for the operation and maintenance of the  facility Assets and the related administrative functions.  Section 3.08 Cooperation After Effective Date. Greene and the RSA shall  cooperate in the transition of operations and maintenance to Greene to implement the transition with minimum disruption to customers and to facilitate the transition. For a period of one hundred and twenty (120) days after the Effective Date, the RSA shall cooperate with Greene on a reasonable basis to address transition issues in order to minimize any inconvenience to customers and to avoid any disruption of service, and this Agreement will otherwise remain in full force and effect, and the RSA and Greene will cooperate with each other to comply with any and all remaining terms of this Agreement. Greene County shall be responsible for any reasonable expenses incurred by the RSA in providing services after the Effective Date at Greene's request that are beyond those expenses incurred and services provided in the RSA's  ordinary and usual course of business.  Section 3.09 Billing and Reconciliation. After the Asset Transfer Date,  Greene shall be responsible for customer billing and collections for customers located in Greene. IfGreene receives payments from customers for services provided prior to the Asset Transfer Date, Greene shall transfer such payments to the RSA on a quarterly basis. If RSA receives payments from customers for services provided after Asset Transfer Date, it shall transfer such  payments to Greene on a quarterly basis.  (a) RSA and Greene County staff, including Information Technology and finance staff, shall cooperate to ensure that all technology, finance, and billing assets are transferred efficiently and appropriately to ensure continuity of services to Section 3.10 Future Acts. In addition to the acts recited in this Agreement, the  customers and continuity of operations.  Parties agree to perform or cause to be performed, on or after the Effective Date, any and all such further acts as may be reasonably necessary to consummate the transactions contemplated in this  Agreement.  Section 3.11 Liberty Fabrics Lace Factory. The owner of the former Liberty  Fabrics Lace Factory property (the "Liberty Fabrics Property"), located in Madison County, is the only RSA customer outside of Greene that is served by water facilities located in Greene. This factory has been closed for several years; the facility is currently used for storage and no water line extends from the Madison water plant to this property. The current condition of the water main and any other lines to the Liberty Fabrics Property is unknown. Greene shall have no obligation to replace or upgrade the water main and any other lines or related facilities serving  9    the Liberty Fabrics Property. Greene shall make water service available to the Liberty Fabrics Property, and cost of service/usage shall be based on Greene's established rate structure. Greene shall have no obligation to provide water to any other property outside of Greene nor to allow additional lines or connections to the water line serving the Liberty Fabrics Property, or unless Parties enter into a subsequent agreement for the provision of additional service. Greene shall be responsible for water quality and maintaining of the water main and any other lines to include maintenance, repairs, servicing and flushing of fire hydrants that are part of the water main that  serves the Liberty Fabrics Property.  ARTICLEI IV  REPRESENTATIONS OF1 THE PARTIES  Section 4.01 Representations. In addition to any express agreements contained (a) Ith has the legal right, power and authority to enter into this Agreement and (b) It has received no written notice from any governmental agency of any  herein, each Party represents and warrants to other Parties as follows:  other instruments required herein and to consummate the transactions contemplated hereby.  violation relating to the Assets.  Section 4.02 Additional Representations. As of the date of this Agreement (a) The RSA is the owner of fee simple title to the Assets it will be conveying  and as of the Asset Transfer Date, the RSA represents and warrants to the other Parties as and has the legal right, power and authority to enter into the conveyance instruments required  follows:  herein and to consummate the transactions contemplated hereby.  (b) The water and sewer services and facilities have been conducted and (c) To the actual knowledge of the RSA, no hazardous materials have been  operated in compliance with all applicable laws.  released from or deposited on or otherwise affect the Assets, nor have any Assets been used at any time by any person as a disposal site, other than in the ordinary and usual course of  operations of a water and waste authority.  (d) The RSA has not issued any debt that is secured by the Assets.  10    ARTICLEV PAYMENTS  Section 5.01 Payments by RSA to Greene. On the Asset Transfer Date, as (a) $1,350,000. This payment and other transfers under this Agreement shall  defined in Section 1.03, RSA shall make the following payment to an account designated by be in satisfaction of Greene's claims as asserted in the Amended Complaint in Action No. CL 20-689 and in satisfaction of any and all other claims by Greene, whether asserted in any other litigation or otherwise, whether unasserted, and whether they could be asserted in any litigation, administrative proceeding, or in any other manner, against the RSA, Orange, or Madison relating to Greene's, Orange's, or Madison's participation as participating localities in the RSA and any and all claims related to Greene's withdrawal from the RSA, except as provided for in this  Greene:  Agreement.  ARTICLE VI  TERMINATION OF EXISTING AGREEMENTS; MUTUAL RELEASES  Section 6.01 Termination of Agreements. As oft the Effective Date, all existing  agreements between Greene and the RSA shall terminate, including but not limited to the 2004 Sewer Agreement, as amended and the 2005 Water Agreement, as amended, and the agreement  for the RSA operation of the Rapidan Wastewater System.  Section 6.02 Release by Greene County Board of Supervisors and Greene  County, Virginia. For and in consideration of the promises made in this Agreement, the Greene County Board of Supervisors and Greene County, Virginia hereby waive, release and discharge the RSA, Orange, and Madison, and their predecessors, successors, assigns, past and present officers, directors or managers, agents, parents, subsidiaries, affiliates, servants, representatives, employees and attorneys, and each of them, for and from any and all actions, claims, causes of action, demands or liability of whatever nature or kind, whether known or unknown, including actual, consequential and punitive damages, on account of, relating to or arising from, either directly or indirectly, any and all claims, whether asserted or unasserted, including without limitation: the claims asserted in Action No. CL 20-689 and in those actions filed in Greene County Circuit Court styled Greene County Board of Supervisors V. Rapidan Service Authority, Case No. CL 20000738 (Action No. CL 20-738), and Charlottesville Land Development Group, LLC V. Rapidan Service Authority etal., Case No. CL 19-623, from which the RSA has been dismissed with prejudice by the plaintiff; any and all claims related to the 2004 Sewer Agreement and the 2005 Water Agreement, as amended; any and all claims related to Orange, Madison, and Greene's participation as participating localities of the RSA; and any and all  claims related to Greene's withdrawal from the RSA.  11    Section 6.03 Release by RSA, Orange, and Madison. For and in  consideration of the promises made in this Agreement, RSA, Orange and Madison hereby waive, release and discharge Greene and the Greene County Board of Supervisors, and their predecessors, successors, assigns, past and present officers, directors or managers, agents, parents, subsidiaries, affiliates, servants, representatives, employees and attorneys, and each of them, for and from any and all, actions, claims, causes of action, demand or liability of whatever nature or kind, whether known or unknown, including actual, consequential and punitive damages, on account of, relating to or arising from, either directly or indirectly, any and all claims, whether asserted or unasserted, including without limitation: the claims and RSA counterclaims asserted in Action No. CL 20-689 or Action No. CL 20-738; the 2004 Sewer Agreement and the 2005 Water Agreement, as amended; Greene's participation as a member county of the RSA; and Greene's withdrawal from the RSA; except as provided for in this Agreement. Without limitation, this release shall specifically include the claims submitted by the RSA to Greene on March 7, 2022 and all claims for sewer system operations deficits.  Section 6.04 Dismissal of Action. Within three (3) days after the Effective  Date, each of the Parties shall direct their attorneys to cause Action No. CL20-689 and Action  No. CL-738 to be dismissed with prejudice.  ARTICLE VII DEFAULT; REMEDIES  Section 7.01 Default.  (a) Default; Remedies. If any Party defaults under this Agreement at any  time, and such default materially adversely affects another Party, and such default continues for more than thirty (30) days following written notice from the non-defaulting Party without the defaulting Party commencing to cure such default within such thirty (30) day period and diligently pursuing the cure to completion, then such shall constitute an Event of Default hereunder, in which case the non-defaulting Party may exercise any and all of its legal and legal proceedings to enforce the provisions of this Agreement against the other, each party shall bear its own attorneys' fees and litigation costs and expenses incurred by it in connection with such suit or proceeding; provided, however, that the foregoing shall not be deemed a waiver ofa Party or its counsel's rights and duties under Virginia Code $ 8.01-271.1. All remedies provided to the Parties are cumulative and not restrictive of other remedies, including, without shall be limited to actual damages and neither party shall be liable to the other for consequential,  equitable rights and remedies and its rights and remedies under this Agreement.  (b) Attorney Fees; Cumulative Remedies. If any Party brings suit or other  limitation, specific performance. special or punitive damages.  Section 7.02 Limitation on Liability. The liability of the Parties hereunder  12    ARTICLE VIII MISCELLANEOUS  Section 8.01 Force Majeure. The obligations of each Party under this  Agreement shall be suspended during the period and to the extent that such Party is prevented or hindered from taking such action, due to any of the following causes beyond such party's reasonable control (such causes, "Force Majeure Events"): (i) acts of God, (ii) flood, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) actions, embargoes or blockades in effect on or after the date of this Agreement, (v) action by any federal governmental authority, (vi) national or regional emergency, or (vii) strikes, labor stoppages or slowdowns or other industrial disturbances; provided, however, that such governmental authority is not that any of the entities that comprise the Parties under this Agreement. The Party suffering a Force Majeure Event shall give notice of suspension as soon as reasonably practicable to the other Parties stating the date and extent of such suspension and the cause thereof, and the Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. No Party shall be liable for the nonpertormance or delay in performance of its respective obligations under this Agreement when such failure is due to a Force Majeure Event.  Section 8.02 Notices. All requests, notices and other communications required  or permitted to be given under this Agreement shall be in writing and delivered personally or sent by electronic means, by nationally recognized express-type courier service requiring delivery receipts, or postage prepaid by U. S. Mail, return receipt requested, with an electronic  copy to their respective counsel, as follows:  Ifto Greene County:  Attention: County Administrator 40 Celt Road P.O. Box 358 Stanardsville, Virginia 22973 E-mail: mtaylorgcva.us  With a copy to habeb@gentylbocke.com or haley@genty)ocke.com  Ifto Madison County:  Attention: County Administrator 414N. Main Street Madison, Virginia 22727  E-mail: jweakley@madisonco.virginiagov  13    With a copy to greggepomongrggcon  Ifto Orange County:  Attention: County Administrator P.O. Box 111 112 West Main Street Orange, Virginia 22960  E-mail: owseopsouyvegeN With a copy to cacxesamdsmcroncon  Ifto Rapidan Service Authority:  Attention: Executive Director 3489 Germanna Hwy. P.O. Box736 Locust Grove, Virginia 22508 E-mail: clemons@rapidan.org With a copy to ery@teryymnlaw.com  Notices shall also be provided for information purposes to the Virginia Resources Authority:  Attention: Executive Director Virginia Resources Authority 1111E E. Main Street Suite 1920 Richmond, Virginia 23219  Witha a copy to mceronenquicwoas.con  Notices shall be deemed received by the addressee on the day of actual receipt unless such day is not a business day (i.e., Monday through Friday, excluding holidays recognized by the Commonwealth of Virginia or the government of the United States), in which case such notice shall be deemed to have been received on the next business day. However, if such notice is received after 5:00 pm on a business day it shall be deemed delivered the next business day.  Changes of address or addressees for notice shall comply with this Section.  Section 8.03 Enforcement. Each Party is entitled to enforcement of this  Agreement against every other Party. The Parties agree that certain breaches of the Agreement could cause irreparable harm, not remediable by the award of monetary damages. The  14    obligations of any and all Parties may be enforced by injunction or by a suit for specific performance, SO long as the Party seeking to enforce such obligations has (i) substantially completed the performance of his, her, or its obligations under this Agreement or (ii) has begun performance of the same such that failure to enforce the obligations of the other Party would work a hardship on the Party seeking enforcement that is not wholly remediable by monetary  damages.  Section 8.04 No Waiver. The waiver by any Party of any failure on the part of  any other Party to perform any of its obligations under this Agreement shall not be construed as a waiver of any future or continuing failure or failures, whether similar or dissimilar thereto.  Section 8.05 Dispute Resolution. In the event of any dispute between or among  the Parties arising out of or in connection with this Agreement, the Parties shall attempt, promptly and in good faith, to resolve any such dispute. Ifthe Parties are unable to resolve such dispute within a reasonable time (not to exceed forty-five (45) days), then any Party shall submit such dispute to mediation. If the Parties cannot agree to who will serve as the mediator, the mediator shall be selected by the McCammon Group of Richmond, Virginia, or the successor entity to the McCammon Group. Each Party shall bear its own expenses in connection with the mediation and share equally the fees and expenses of the mediator. No party shall initiate  litigation without first complying with this mediation requirement.  Section 8.06 Governing Law. This Agreement, and all amendments and  modifications hereof, and all documents and instruments executed and delivered pursuant hereto or in connection herewith, shall be governed by and construed and enforced in accordance with the internal laws and codes of the Commonwealth of Virginia, without regard to its principles of  conflict of laws.  Section 8.07 Venue. All judicial actions or proceedings brought against a Party Section 8.08 Waiver of. Jury Trial. EACH PARTY ACKNOWLEDGES AND  with respect to this Agreement shall be brought in a court of competent jurisdiction.  AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RESULTING FROM, ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  15    Section 8.09 Entire Agreement; Amendment. This Agreement supersedes all  earlier agreements between the Parties and contains the final and entire agreement between the Parties with respect to the subject matter hereof and they shall not be bound by any terms, conditions, statements, or representations, oral or written, not herein contained. This Agreement may be supplemented and amended only by written agreement signed by authorized representatives of the Parties, and any proposed supplement or amendment made to the contrary  shall be void ab initio.  Section 8.10 Severability. In the event that any provision of this Agreement or  the documents and instruments contemplated hereby is held by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, the Parties shall negotiate in good faith and agree to such amendments, modifications or supplements of or to this Agreement to give effect to the intentions of the Parties to the maximum extent practicable. The other terms of this  Agreement shall remain in full force and effect.  Section 8.11 No Third-Party Beneficiary. This Agreement is not intended to  and shall not confer upon any other person or business entity, other than the Parties hereto, any  rights or remedies with respect to the subject matter of this Agreement.  Section 8.12 Counterparts. The Parties may sign this Agreement in  counterparts with the same effect as if all signing Parties signed the same document. All counterparts shall be construed together and constitute one and the same Agreement.  Section 8.13 Attorney's Fees and Costs. Each Party shall bear its own  attorney's fees and costs with respect to this Agreement, Greene's withdrawal from the RSA, the CL20-689 Action, and otherwise, except as expressly set forth in this Agreement.  [SIGNATURE PAGE FOLLOWS]  16    IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be  executed by the officers whose names appear below.  GREENE COUNTY  By:  ei Ee Name: Mane C.Dure Title: Chairman, Board of Supervisors  MADISON COUNTY  By: Name: Title:  ORANGE COUNTY  By: Name: Title:  RAPIDAN SERVICE AUTHORITY  By: Name: Title:  17    Exhibit A  Real Estate and other Assets to be transferred to Greene, as more particularly described on the deed, easement, and bill of sale in the forms attached hereto as Exhibits B, C, and D,  respectively  1. Greene Water Treatment Plant.  2. Five water storage tanks: 1,000,000-gallon elevated tank on Preddy Creek Road; ,000,000-gallon steel ground tank on Amicus Road west of Quinque; 300,000-gallon steel ground tank on Gilbert Road; elevated storage tank diagonally across from administration building; concrete ground tank located in Stanardsville. 3. Waterintake facilities and associated transmission lines located within Greene County. 4. All water distribution lines located in Greene County, including that portion of the water line that runs from the Greene Water Treatment Plant ultimately to the Liberty Fabrics Property, but the RSA will not transfer to Greene any other line located in Madison 5. All RSA-owned fire hydrants located within Greene County, and the RSA-owned fire hydrants that are located on the water main that serves the Liberty Fabrics Property. 7. Wastewater Treatment Plant, Slanardsvle,including lagoons, storage pond, and shop, all  County or in Orange County.  6. Cell tower leases.  located within Greene County.  8. Chevrolet S10 pickup truck garaged at the Greene Water Treatment Plant. 9. All wastewater collection lines, pump stations, and force mains located within Greene 10. All easements that can be conveyed for water and wastewater lines and facilities located within Greene County, including that portion of the Liberty Fabrics Property line easement, but the RSA will not transfer to Greene any other easement that is located in 11. Grinder pumps and any grinder pump repair parts on hand, and Godwin portable pumps purchased for use with sewage pump stations, all within Greene County. 12. All equipment, tools, parts and other apparatus related to water and sewer facilities located within Greene County and designated exclusively for use in Greene County or designated exclusively for use in facilities in Greene County but stored outside of Greene  County.  Madison County or in Orange County.  County.  18    13. Administration building at 11235 Spotswood Trail in Ruckersville, subject to the lease 14. The Virginia Department of Health (VDH) and the Virginia Department of Environmental Quality (VDEQ) permits related to the operation of water and sewer facilities in Greene County, conditioned upon and to the extent those permits can be 15. Customer and billing information, records and the software license in a usable electronic format reasonably necessary to continue to serve customers in Greene, conditioned upon and to the extent such license can he transferred to Greene. Greene, at its sole cost, will  from Greene to the RSA through December 31, 2023.  transferred to Greene.  purchase any necessary software license.  (a) List of delinquent RSA customers in Greene County. water and sewer facilities and related equipment Assets. and sewer facilities and related equipment.  16. Maintenance, service and similar records reasonably necessary to continue to operate the 17. Construction and design records reasonably necessary to continue to operate the water 18.A All assets related to ongoing or planned capital projects located in Greene, including, but not limited to, permits, plans, engineering studies, specifications, documentation, budgets, materials, equipment, supplies, etc., conditioned upon and to the extent such permits, plans, studies, specifications, documentation, and other materials can be  transferred to Greene.  (a). RSA lists three "ongoing" capital projects: Pump Station Electrical Upgrades. Upgrade Water Meters.  Pump Station Upgrades with New Variable Speed Pumps.  All RSA assets relating to these projects (including, but not limited to, permits, plans engineering studies, specifications, documentation, budgets, materials, equipment, supplies, etc.) will be transferred to Greene County to facilitate completion of these projects, conditioned upon and to the extent such assets can be transferred to Greene.  RSA lists four projects that are in the "planning and design" stage: Construct 12" Water Main from Quinque to Stanardsville. Construct Storage Tank in Stanardsville. Repaint Elevated Storage Tanks.  19    Retrofit or Replace Water7 Treatment Plant.  All RSA assets relating to these projects (including, but not limited to, permits, plans engineering studies, sketches, specifications, budgets, etc.) will be transferred to Greene County to facilitate completion of these projects, conditioned upon and to the extent such  assets can be transferred to Greene.  (b) RSA lists eleven projects that are "proposed" for facilities in Greene County: Replace 2000 feet of4" water main with an 8" water main on Lake Saponi Drive.  Install a 12" water main along Rt. 33 to Ruckersville. Install a 12" water main to bypass the Rt. 33/29 intersection. Install 7000 feet of 12" water main loop from Rt. 29 to Rt. 607.  Install 13,000 feet of 12" water main from Rt. 607 to Preddy Creek Subdivision. Replace the old 8" transmission main with a new 12" transmission main - Ruckersville. Replace the 2.25" cast iron water pipe from Stanardsville towards Lydia with 4" water  Replace aging cast iron water pipe in Stanardsville.  pipe.  Sewer Main Rt. 33 tol Nursing Home. Repair Aging Sewer Mains - Stanardsville. Upgrade Sewer Force Mains in Greene Mountain Lake.  All RSA assets (including, but not limited to, drafts, sketches, engineering studies, budgets, etc.) relating to these projects will be transferred to Greene County to facilitate completion of these projects, conditioned upon and to the extent such assets can be  transferred to Greene.  19. All consumables (chemicals, paper goods, ink, and other plant, laboratory, and/or office supplies) stored in and related to facility Assets located in Greene. (a) To guard against any disruption of service, all consumables shall be maintained 20. All keys, combinations, passcodes etc. needed to access or use facilities located in Greene or equipment transferred pursuant to this Agreement, conditioned upon and to the extent such passcodes etc. can be transferred to Greene, and with the  consistent with past custom and practice.  20    understanding that any such keys, combinations, passcodes etc. to access or use the administration building and grounds will not transfer until termination of the lease to  the RSA.  21    Exhibit B Form of Deed  22    Exhibit C  Form of Easement Conveyance  23    Exhibit D Form of Bill of Sale  24    Exhibit E  Form of Assignment of Contract  25    Board of Supervisors June 14, 2022 Attachment B  RESOLUTION TO ACCEPT AND APPROPRIATE THREE HUNDRED FIFTY- SEVENTHOUSAND SIX HUNDRED SIXTY-FOUR DOLLARS AND THREE CENTS FROM THE FEDERAL GOVERNMENT FOR FEDERAL CARES  CORONAVIRUS RELIEF FUNDS  WHEREAS, Congress passed and the President signed the Coronavirus Aid, Relief, WHEREAS, the funds will be used for qualifying expenditures incurred during the WHEREAS, the following funds in the amount of three hundred fifty-seven thousand six hundred sixty-four dollars and three cents ($357,664.03) needs to be accepted and  and Economic Security (CARES) Act of 2020; and period that begins on March 1, 2020; and  appropriated to the 2021-2022 budget of the County of Greene, Virginia.  NOW,THEREPORE, ITISI HEREBY RESOLVED by the Board of Supervisors of the County of Greene, Virginia that three hundred fifty-seven thousand six hundred sixty-four dollars and three cents ($357,664.03) be appropriated to the 2021-2022 budget of the County  of Greene, Virginia.  BEITFURTHER RESOLVED that the County Administrator oft the County of Greene, Virginia is authorized to make the appropriate accounting adjustments in the budget and to do  all things necessary to give this resolution effect.  Adopted this 14th day of June 2022.  Motion: Steve Bowman Second: Dale Herring Recorded Vote: Steve Bowman Marie C. Durrer Abbey Heflin Dale R. Herring Davis Lamb  Yes Yes Yes Yes Yes  yaue Palues Marie C. Durrer, Chair Greene County Board of Supervisors  ATTEST:  Mark B. Taylor, Clerk Greene County Board of Supervisors    Board of Supervisors June 14, 2022 Attachment C  RESOLUTION R-2022-3  RESOLUTION OPPOSING JEFFERSON-MADISON REGIONAL LIBRARY NAME  CHANGE  WHEREAS, according to information on Jefferson-Madison Regional Library's website, public libraries in Central Virginia have a rich heritage derived from the private libraries of leading forefathers - Thomas Jefferson, James Madison and James Monroe, who each had extensive WHEREAS, in 1919, local philanthropist, Paul Goodloe McIntire, offered the community the gift ofal library that included land, design, furnishings, the collection of books and the construction of WHEREAS, in 1972, following General Assembly formation of regional public library systems, the City and Albemarle County joined with the counties of Greene, Louisa and Nelson to form WHEREAS, the. etterson-Madison Regional Library is reportedly considering a potential change to the library's name ini response to concerns from local descendants of enslaved laborers: and WHEREAS, the Greene County Board of Supervisors are opposed to any proposed name changes NOW, THEREFORE, BE IT RESOLVED, on this 14th day of June, 2022, that the Greene County Board of Supervisors hereby opposes any type of name change to the Jefterson-Madison  personal libraries; and  ab building which would be joined later by branch locations; and  Jefferson-Madison Regional Library; and  ofthe. Jefferson-Madison Regional Library.  Regional Library.  Adopted by the Board of Supervisors this 14th day ofJune 2022.  Motion: Steve Bowman Second: Dale Herring  Recorded Vote: Steve Bowman Marie Durrer Abbey Heflin Dale Herring Davis Lamb  Yes Yes Yes Yes Yes_    ypri Cuser Maric Durrer, Chairman GreeheCounty Board of Supervisors  ATTESTE  Mark Taylor, Clerk  y  Greene County Board'o bfSupervisors    Board of Supervisors June 14, 2022 Attachment D    9 9 % 9 df  f 9 f  6 9 of  f f  9 f 9 of  - 9 8  6  9 %  9  8 B  8  28 3  28 B    9 9 9  9 9  00  9 9  9 f  d0 9  de  -    E EE  s  28  8 B  28 3 83  8 B    9 of  9 9 - f df 9 f  - 0f df  28 B  28 B    Board of Supervisors June 14, 2022 Attachment E  Agreement between Thomas Jefferson Planning DistrictCommission, Firefly, and Greene County Regarding Awarded VATI 2022 Funding This Grant Agreement ("Agreement"), effective December 15, 2021, and dated June 1, 2022, is entered intol by and between the Thomas Jefferson Planning District Commission (TJPDC), a public body corporate and politic jointly and cooperatively created by its memberlocalities pursuant to Virginia Code S 15.2-4200 et seq., Firefly  Fiber Broadband (FIREFLY), and Greene County, ("the Parties").  WITNESSETH:  A. WHEREAS, the Commonwealth of Virginia established the Virginia  Telecommunication Initiative (VATI); and  B. WHEREAS, pursuant toi the VATI program guidelines and statutory authority, the primary objective of VATI is to provide financial assistance to supplement construction costs by private sector broadband providers, in partnership with local units of government, to extend broadband facilities to areas that presently are unserved by any C. WHEREAS, the Virginia Department of Housing and Community Development (DHCD) has been authorized to distribute and administer funds awarded through the Virginia Telecommunications Initiative (VATI)g grant-making process;and D. WHEREAS, Greene County pledged its support for obtaining VATI funding to achieve deployment of a fiber-to-the-premises last-mile broadband network to offer service to alllocations within Greene County and withinall other participating counties;  broadband provider; and  and E.  WHEREAS, Greene County resolved toj participate in this regional project, toi fully support the application, and to provide matching funds upto $2,687,000 ati its August 24, F. WHEREAS, the participating counties cooperated in the VATI 2022 grant application process, with TJPDC as the primary applicant and FIREFLY as the CO- applicant, and the parties understand the participating counties remain committed to bringing universal broadband internet access to their residents and businesses;: ;and G. WHEREAS, DHCD awarded TJPDC and co-applicant FIREFLY a 2022 VATI grant VATISF#2022-034 on December 15, 2021) toj provide a fiber optic network that H. WHEREAS, this VATI project is anticipated to take at least 36 months from the  2021 Board of Supervisors meeting; and  would extend through parts oft the participating counties; and  date oft the grant award to complete; and  1    I. J.  WHEREAS, Greene County has the in matching funds committed tos support the Greene County portion of the project; and WHEREAS, thel Parties now enterinto this agreement  TJPDC/FIREFLY Greene County Agreement'formaly: setting forth the respective roles regarding the work and project as the VATI grant has been awarded.  NOW, in consideration of the recitals, mutual promises, and such other consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, TJPDC, FIREFLY and Greene County now hereby agree as follows: TJPDC, on behalf of itself, Greene County, and the counties participating in  the VATI grant will do thefo following:  1) audits; and  Maintain all data and records related to the project for a period of five (5); years following the conclusion of the project for the purposes of compliance with potential 2) Serve as fiscal agent for the project and maintain accurate records of thefinancial expenditures oft the VATI monies, including, but not limited to financial reports, monthly funding draws, approval of FIREFLY expenditures and invoices, documentation of 3) Provide overall grant management oft the VATI project, as well as coordination and administration of the project by working as a liaison between the counties, 4) Assist thej participating counties and FIREFLY with educating the publicabout 5) Submit invoices to Greene County that detail the County's expense obligations 6) Provide a copy of the monthly financial and performance report to DHCD that provides information on progress against established project milestones as approved by 7) At Greene County's request, share or request from FIREFLY all invoices applicable toi the construction project in Greene County and cooperate with the County to verify pre-construction or construction work has been completed or equipment has 8) Use its best efforts to request thei full amount of grant funds prior to June30, 9) Notify FIREFLY and Greene Countyimmediately of any change in the availability 10) Cooperate with FIREFLY: in requesting from DHCD any needed extension to the 11) Share FIREFLY's post-closeout subscriber: reports with Greene County.  matching funds, receipt and disbursal of matching funds, etc.;and  FIREFLYa and DHCD; and  thej project and services tol be available in their respective areas;and for the required matching funding for project completion inthe  Greene County area; and  DHCD; and  been ordered and received prior to disbursing any VATI funds; and  2025; and offunding; and completion date; and  2    FIREFLY will: 1)  Provide the TJPDC with required information for the management of the VATI grant, including, but not limited to progress reports and monthly invoices, to includeall 2) Prepare and file the required documents to the localities forzoning and permit 3) Design, engineer, construct and implement broadband services as designatedin the VATI application, in compliance with the grant program requirements;and 4) Allow TJPDC or Greene County to audit and verify project progress at reasonable times and places, including the inspection of project sites. TJPDC and Greene County and its representatives, agents, and employees must maintain the confidentiality of any proprietary information obtained or learned through such audits or inspections and confidentiality to the: furthest extent permitted under law. Firefly agrees to notify TJPDC and Greene County ofanyinformation it asserts should be subject tot this subsection prior Guarantee that the minimum bandwidth offerings for the project will be no less than the Federal Communications Commission's definition ofbroadband as ofthe date 6) Provide service extensions from the network backbone of up to 2,500 feet to any 8) Perform the necessary speed testing and reporting to comply with the DHCD 9) Own, along with Rappahannock Electric Cooperative, all assets to be fundedby 10) Provide ongoing communication and outreach to the counties and its residents 11) Indemnify, defend, and hold Greene County and TJPDC harmless for any failure(s) by it to complete any Grant Activities described in the DHCD Contract 12) Provide all invoices requested by TJPDC applicable to the construction project and cooperate with' TJPDCorGreene County to verify pre- construction or construction work has been completedorequipment has beenordered and received priortoreceiving 13) Provide to TJPDC its post-closeout subscriber reports necessary to fulfill reporting requirements by TJPDC to DHCD, according to its agreement with DHCD.  supporting documentation to verify eligible expenses;and  applications; and  agree to indefinitely maintainsuch toj providing such information;and ofj project commencement; and  5)  location within the project service area;and  7)  Participate in the federal Affordable Connectivity Program;and  Agreement; and  VATI grant monies and the localities matching funds;and  throughout the project;and Documents; and  any VATI funds; and  Greene County will:  1) and  Provide matching funds in an amount not to exceed $2,687,000 for the grant activities constructed in and provided to Greene County over the period oft the project; 2) Maintain all data and records related to the project for a period of five (5): years  following the conclusion of thej project; and  3    3) Produce all data and records related to the project upon written request of TJPDC or DHCD ori its successors or designees within thirty (30) days;and 4) Provide prompt payment of submitted invoices to TJPDCwithin 45 days of the 5) Acknowledge and agree that a certain portion of the DHCD VATI award may be retained by DHCD and paid in accordance with the provision of the DHCDAgreement; 6) Cooperate with TJPDC and FIREFLY to communicate the projectto 7) Recognize TJPDC, FIREFLY, and DHCD support in their efforts to expand broadband in all project-related communication with the media and its marketing 8) Cooperate with FIREFLYin requesting from DHCD any needed extension to the All Parties will use due diligence and best efforts on community outreach and marketing the availability of service, which is the intent of the project and VATI program. The Parties acknowledge, however, that the actual number of customers who choose to subscribe is beyond the Parties' control. The Parties also acknowledge that the DHCD's intent is that the Parties exercise due diligence and best efforts and that no funds will be returned to the Commonwealth nor: retained byTJPDC and Greene County sol long as the Parties in fact exercise due diligence and best efforts to reach the project and program  receipt ofa an invoice; and  and  Greene County residents and business owners; and  publications; and completion date.  goals.  CONTRACTPERFORMANCE requirements have been satisfied.  This agreement will terminate when DHCD notifies the TJPDC that all grant  This Agreement constitutes the entire agreement as tot the Project and any associated" VATI grant and may not be amended or modified except in writing, signed by each oft the parties Recognizing the scale and complexity of this project, to the extent that changes to the project management schedule arise due to requirements imposed by DHCD or for any other reason not caused by the action or failure to act by any party to this agreement, including Acts of God, weather events, or construction pymdoraboronuses the Parties agree to engage in good faith discussions to undertake modifications to the schedule. All agreed-upon changes to the project management schedule shall be set forth in a new written schedule and provided to all Parties. A formal amendment to this Agreement shall not be required, but the Parties will cooperate to request a project This Agreement is conditioned upon TJPDC: and other necessary parties executing the  hereto.  completion date extension from DHCD as needed.  DHCD Agreement and obtaining funding under the VATI program.  4    The Parties will cooperate with any audit of this project and Grant Activities undertaken by DHCD. This responsibility survives the termination of this Agreement. TJPDC and Greene County and its representatives, agents, and employees agree to maintain the confidentiality of any proprietary information obtained or learned through such audits and agree to indefinitely maintain such confidentiality to the furthest extent permitted This Agreement is made and isi intended tol bej performed in the Commonwealth of Virginia and must be construed and enforced in accordance with the laws of the  underlaw.  Commonwealth ofVirginia.  [SIGNATURE PAGES INCLUDED ONTHEI FOLLOWING THREE PAGES]  5    FIREFLY FIBER BROADBAND  By:  Gary Wood, President and Chief ExecutiveOfficer  Date:  [REMAINDER OF PAGE BLANK]    Greene County  By:  MarkB B. Taylor, County Administrator  Date: afbous  Approved as toi form:  County Attorney  7    Greene County  Bys,  LY  Administrator  a MarkB.Taylor. County Dates agleorz  Approveli as to form: p cey    THOMASJEFFERSON PLANNING DISTRICT COMMISSION  By: Christine Jacobs, Executive Director  Date:  8    BOard of Supervisors June 14, 2022 Attachment F  RESOLUTION TO APPROPRIATE THE FISCAL YEAR BUDGET  BEGINNING JULY 1, 2022-J JUNE 30, 2023 INTHE. AMOUNT OF $97,168,587  WHEREAS, the Board of Supervisors reviewed the proposed FY 2023 Operating Budget WHEREAS, a synopsis of proposed FY 2023 Operating Budget and proposed tax rates was published in the Daily Progress on March: 27,2022 and in the Greene County Record onl March  during several budget work sessions; and  24, 2022; and  WHEREAS, a public hearing was held on April 26, 2022 in the Greene County Administration building pursuant to the provisions of Section 15.2-2506 of the Code of Virginia;  and  WHEREAS, at the public hearing on April 26, 2022, all those who wished to speak for or WHEREAS, the Board of Supervisors adopted the Fiscal Year 2023 Budget at the meeting NOW, THEREFORE, IT IS HEREBY RESOLVED that the Board of Supervisors of the County of Greene, does hereby appropriate the Fiscal Year 2023 budget in the amount of  against the proposed budget were heard. held on May 10, 2022; and  $97,168,587.  Adopted this 14nd day of June, 2022.  Motion: Steve Bowman Second: Dale Herring Recorded Vote: Steve Bowman Marie C. Durrer Abbey Heflin Dale R. Herring Davis Lamb  YES YES NO YES NO  Yaie Suur Marie C.Durrer, Chair" Greene County Board of Supervisors  ATTEST:  MarklB. Taylor, Clerk Greene County Board of Supervisors    Board of Supervisors June 14, 2022 Attachment G  MEMORANDUM OF UNDERSTANDING  This Memorandum of Understanding (MOU) is entered this 15 day of purpose of working together to meet the public transportation needs of Greene County  June citizens.  2022 by and between Jaunt, Inc. and Greene County, Virginia for the  WHEREAS, Greene County, Virginia is a rural county with no public transit system, WHEREAS, Greene County has many citizens who are not able to drive for various WHEREAS, Jaunt is a regional public transit system that provides on demand WHEREAS, in 2019 Jaunt took over service in Greene County from Greene Transit; WHEREAS, both parties seek to work together to improve the current services and NOW THEREFORE, Greene County and Jaunt understand and agree to the  such as a bus or rail line; and  reasons such as medical conditions or financial constraints; and response service and commuter service in the region; and  and  expand transit services throughout the county.  responsibilities expressed in this agreement as follows:  1. Greene County will appropriate $234,762 (oft the $422,201 requested) to. Jaunt for the fiscal year 2023. If. Jaunt's performance is satisfactory, the Greene County Board of Supervisors may appropriate additional funds. If additional funds are not appropriated, Jaunt services in Greene County will terminate on January 31, 2023. Greene County will use several metrics 2. By July 31, 2022, Jaunt will conduct a customer satisfaction survey to benchmark performance and target areas for improvement. Jaunt will conduct a second survey in late October to measure customer satisfaction. Common metrics for transit include on-time performance, complaints, and preventable accidents. Jaunt strives for an "on-time standard" of 88%. Further, Jaunt strives to have no more than one preventable accident per month. Jaunt will begin to develop a trend line for complaints and agrees to respond to all complaints in a timely manner. Jaunt will increase ridership by 1% between June 2022 and December 2022 when compared with the same period in 2021. Greene County acknowledges that there arc factors that influence ridership that are beyond Jaunt's control. Further, the increase is solely based on the successful implementation of Saturday service 3. Jaunt will make quarterly reports to the Greene County Board of Supervisors. Specifically, Jaunt will give a report to the Board of Supervisors in September 2022 and November 2022 in order for the Board to make a determination whether or not to extend funding. Assuming  outlined in this MOU for determining a satisfactory performance.  per paragraph 5(b) below.    funding is extended in 2023, Jaunt will give quarterly reports to the Board of Supervisors on 4. Jaunt will publicize a mechanism for rider complaints and feedback on its website and the Greene County website by August 1, 2022. Greene County will make reasonable efforts to 5. Jaunt will begin to implement the following in order to improve the level of service and a. Jaunt will expand service to include "same-day service" no later than September 12, 2022. Same-day service is defined as allowing riders to book travel within Greene County with less than 24 hours' notice, but at least 2 hours' notice. This willl be available Monday through Friday from 10:00 a.m. to 2:00 p.m. with service focused on the Ruckersville area to be determined by Jaunt. Jaunt may charge a small fee (no more b. Jaunt will also re-institute Saturday service within Greene County beginning no later than July 30, 2022. This service will operate from 9:00 a.m. to 4:00 p.m. Trips will be booked by advance reservation. Service will be provided by one-vehicle/one driver Jaunt will also expand the Charlottesville Link service. Trips from Greene County to Charlottesville will begin at 6:30 a.m. (currently they begin at 7:00a.m.). Return trips from Charlottesville will leave at 5:00 p.m. (currently the last tripi is at 2:00 p.m.). This will be al Monday through Friday service and the expanded schedule will begin no later d. This expanded service to Charlottesville is targeted at commuters who work in Charlottesville. As such, Greene County will work with Jaunt to determine the feasibility and location for a park and ride location in the vicinity of US29 and US33 in  ar mutually agreed upon schedule.  publicize and promote the opportunity for rider feedback.  increase ridership.  than $2.00 per ride) for this service.  during this time.  than July 25,2022.  Ruckersville.  6. Jaunt wants to implement a 'microtransit" interface in Greene County that would allow riders to. make same day reservations. This is an expensive, technology-based system that must be coordinated with Charlottesville Area Transit and the University of Virginia Transportation: System. Jaunt will initiate the planning for this by January 2023, but cannot commit to implementation, as it is dependent on state and federal funds. 7. Greene County will be allowed to have a liaison to the Jaunt Board and the liaison will be provided a meeting packet and be invited to all Jaunt board meetings. 8. Greene County will provide parking spaces for up to 15. Jaunt vehicles at the Greene County Maintenance Facility. Further, Jaunt will be allowed to use one maintenance bay two daysa week to maintain Jaunt vehicles. Jaunt employees will perform the work on the. Jaunt vehicles. Jaunt will add Greene County as an additional insured to its insurance policy.  2    9. IfGreene County Board of Supervisors is satisfied that Jaunt has made marked progress towards increased ridership and greater route availability as outlined in this MOU, Greene County may appropriate additional funds by December 15, 2022. If Greene County Board of Supervisors is not satisfied with the progress and/or does not appropriate additional funds,  all Jaunt services in Greene County will end on January 31,2023.  TBD RIGTS CEO DAUNT  Jaunt  6lshe22  Date  County, Virginia CourfyAdyi hec hac a4lst2o2z  d3  Date  3    Board of Supervisors June 14, 2022 Attachment H  COMMONEALTHOVIRGINIA DEPARTMENT OF TRANSPORTATION 701V VDOT Way Charlottesville. VIRGINIA 22911  Stephen C. Brich, P.E. Commissioner  This waiver shall be kept on: site by Contractor and inspector personnel, to be presented to law enforcement should a code complaint be initiated by the public. All reasonable efforts will be carried out to lessen the noise impact for each specific noise complaint or sensitive area. However, this waiver will constitute that operations can continue unless the noise presents obvious endangerment to public health, Please contact me at 434-221-4649 for any questions or further actions needed to ensure the Construction  safety or welfare. continues on schedule. Sincerely, Joel Kauppila Joel Kauppila, P.E. Area Construction Engineer Southern Culpeper District  Digitally signed! by. Joel Kauppila Date: 2022.05.2313:47.10 -0400"  County Acceptance of Noise WWaiver Signature/Stamp: Otcen anca Suopensionese VDOT 29/33 Rrerèct  AAB  06-14-K2022