ECONOMIC DEVELOPMENT AUTHORITY OF BOTETOURT COUNTY, VIRGINIA FRIDAY, May 16, 2025 57 SOUTH CENTER DRIVE, DALEVILLE, VA 24083 ROOM 229; 1:00 P.M. 1. Call Meeting to Order 2. Public Comment 3. Approval of Minutes from April 18, 2025 4. Financial Report: a. Bank Statements Ending April 30, 2025 b. Financial Statements April 2025 C. Consideration and Approval of EDA FY26 Budget d. Consideration and Approval of Robinson, Farmer, Cox, Associates, PLLC FY25 Audit Engagement Letter e. Consideration and Approval of Rodefer Moss & Co, PLLC FY25 Pre-Audit Engagement Letter 5. JM Industrial Final Payment 6. Motion to hold a closed session to discuss the acquisition of real property for public uses or the disposition of publicly held real property where discussion in open session would adversely affect the bargaining position or negotiating strategy of the public body; discussion concerning a prospective business or industry or the expansion of an existing business or industry where no previous announcement has been made of the business or industry's interest in locating or expanding its facilities in the County; discussion, consideration, or interviews of prospective candidates for appointment; and discussion or consideration of the investment of public funds where competition or bargaining is involved, in the Amsterdam (including Greenfield), Blue Ridge, and Valley districts as per Section 2.2-3711 (A) (1), (3), (5), and (6) of the Code of Virginia of 1950, as amended. 7. Convene in Closed Session 8. Return to open session and adopt the following resolution by roll call or other recorded vote: BE IT RESOLVED, it is certified that to the best of each Authority member's knowledge only public business matters lawfully exempt from open meeting requirements and only such matters as were identified in the motions to go into closed session were heard, discussed, or considered during the closed session. 9. Consideration and Approval of Resolution Approving Option Agreement and Certain Related Actions 10. Considerations and Approvals Related to EDA Appointment: a. Approval to Appoint New Manager of LLC b. Consideration and Approval of Fiscal Control Policy Amendment C. Approval to Remove Mr. Ken McFadyen from Signature Card for EDA Bank Account d. Consideration and Approval to Add Mr. Luke Campbell to Signature Cards for EDA Bank Accounts 11. Action Items / Old & New Business a. Economicç Development Department Project Manager b. Greenfield Access Road Project C. Small Business Grants d. Broadband Projects 12. Adjourn - Next Regular Meeting is scheduled for June 20, 2025 A meeting of the Botetourt County Economic Development Authority was held on Friday, April 18, 2025, at 2:00 p.m. at the Botetourt County Administration Center at Greenfield in Room 229. Members Present: Mr. John Kilby - Chairman Mr. Jeff Emry Mr. John Griffin - Vice Chair Mr. Lyn Hayth Mrs. Mary Bess Smith Members Absent: Mr. John Alderson Mr. David Bryan Others In Attendance: Mr. Gary Larrowe Mr. Mike Lockaby Mr. Jim Bandy (RVBA) Mr. Luke Campbell Mr. David Moorman Ms. Kim Stewart Mr. Ken McFadyen Call to Order and Public Comment Mr. Kilby called the meeting to order and asked if anyone wished to make public comment. Hearing none, he moved to the next order of business. Approval of Minutes from March 28, 2025 Mr. Kilby asked if everyone had reviewed the March 28, 2025. meeting minutes. Hearing no comments or questions, Mr. Kilby called for a motion the minutes be approved. Mr. Emry motioned and Mrs. Smith seconded. With all in favor, the minutes were approved. AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None Financial Report Bank Statements and Financial Statements Ending March 31, 2025 Mr. McFadyen presented the bank statements and financial statements for the period ending March 31, 2025. for the EDA's review. Mr. McFadyen reported that Eldor is current on their rebate and that they will submit their next request between July and August 2025. With no questions presented, Mr. Kilby called for a motion the bank statements and financial statements for the period ending March 31, 2025. be approved. Mr. Hayth made the motion, which was seconded by Mrs. Smith, and with all in favor and none opposed, the motion was approved. AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None RVBA Co-Location FY26 Presentation. and Consideration of FY26 Budget - Jim Bandy Mr. Bandy with the Roanoke Valley Broadband Authority spoke on the current and next fiscal year budgets for the RVBA Co-Location space rented from the EDA and housed at Greenfield. He reported that some maintenance had to be done on the HVAC systems and that he would submit all 1 the receipts for that. No new businesses have contracted with RVBA for the co-location data center services. There was a human-error power outage when some maintenance work was being performed and someone flipped the wrong switch, but all switches have since been labeled to minimize the possibility of future Uke-occurrences. For Fiscal Year 2026, the 2019 oatteries for the Uninterruptible Power Supply are up for replacement in the next year or two, and maintenance on the UPS, which includes checking the, batteries, is on the budget schedule for FY26. Mr. Bandy presented the FY26 budget detailing $104.040 in total projected revenue, $83.443 in total anticipated expenditures, with a projected net income to the EDA of $16,477.60. The EDA wondered ifi it would be worthwhile to market to the Corporate Family for locations that are not very close to Greenfield. After more discussion regarding how new contacts are made and how the space is marketed, Mr. Kilby called for a motion the FY26 RVBA Co-location budget be approved. Mr. Hayth made the motion, which was seconded by Mrs. Smith, and with all in favor and none opposed, the motion passed. AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None Consideration and Approval of Lot 1B/ Shenandoah Breeze (Munters II) Deed of Road Dedication Mr. McFadyen reported that staff has been working on the plats that are located in the back of the meeting packet, as discussed at the last meeting, with regard to the gravel road, which are the pins 21-25. Things appear to be settled now on the plat to where Graham & Co. will not be acquiring that gravel road and future right-of-way. A Deed of Dedication is located in the packet that Mr. Lockaby has prepared for the EDA to sign that right-of-way over to the County. In relation to what the EDA conveys to Graham & Co., or Shenandoah Breeze, which is their LLC for this project, it is currently on the survey as 30.5 acres. The EDA needed them to take at least 28.8 acres to meet the state incentive match requirement. The 30.5 acres now includes the natural gas corridor to make up for the deduction of the road right-of-way. In the process of convincing Henry Graham to take that gas line corridor, which is of no use to him, he and his attorneys requested that the acreage cost be capped at what the cost would have been for 28.8 acres, which translates to $1.3 million. Over the last month, parties have come to a consensus for this to occur. Mr. McFadyen reminded the EDA that at the last meeting they approved the performance agreements and the real estate agreement, and now the right-of-way is cleared up for them to convey to the County and the plat is now ready for the acting on of the purchase sale and agreement. The EDA would charge Shenandoah Breeze for the 28.8 acres, equaling $1,310,400, and $150,000 would go back to Graham & Company at the appropriate time that they have a certificate of occupancy, not later than December 31, 2026. Mr. Kilby called for a motion to approve the road dedication back to the County and the changing of the size of the lot with the substitution of the gas Line. Mr. Hayth made the motion and Mrs. Smith seconded it. With all in favor and none opposed, the motion passed. AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None Consideration and Approval of Dooley Timber Contract Mr. Larrowe updated the Authority that Eddie Dooley, Inc., has already cut and bundled the timber and brush, and the consideration of the Dooley Timber Contract before the EDA today is to haul away that material to be harvested. The previous contract was just to cut the timber, due to weather 2 constraints. Now the timber needs to be removed sO that archeological shovel tests can be performed. Now that the weather has dried out the area, Eddie Dooley, Inc., can get in to the property to harvest the timber. The contract would include that Eddie Dooley, Inc., would keep 80 percent of the funds from selling the timber and 20 percent would come back to the EDA. Mr. Kilby called for a motion to approve the contract with Eddie Dooley, Inc., to haul away and harvest the timber on the Greenfield lot. Mr. Emry made the motion and Mr. Griffin seconded it, and with all in favor and none opposed, the motion passed. AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None Closed Session Mr. Kilby then called for a motion to go into Closed Session: Motion to hold a closed session to discuss the acquisition of real property for public uses or the disposition of publicly held real property where discussion in open session would adversely affect the bargaining position or negotiating strategy of the public body; discussion concerning a prospective business or industry or the expansion of an existing business or industry where no previous announcement has been made oft the business or industry's interest in locating or expanding its facilities in the County; and discussion or consideration of the investment of public funds where competition or bargaining is involved, in the Amsterdam (including Greenfield), Blue Ridge, and Valley districts as per Section 2.2-3711 (A) (3), (5), and (6) of the Code of Virginia of 1950, as amended. Mr. Hayth made the motion and Mrs. Smith seconded, and with all in favor and none opposed, the motion carried. AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None Return to Open Session Mr. Kilby read the following resolution: BE IT RESOLVED, it is certified that to the best of each Authority member's knowledge, only public business matters lawfully exempt from open meeting requirements and only such matters as were identified in the motions to go into Closed Session were heard, discussed, or considered during the Closed Session. The EDA then returned to Open Session with Roll Call: AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None Mr. Hayth made a motion that the EDA have its attorney, Mr. Mike Lockaby, send al letter to JM Industrial regarding their being in default on their February invoice payment to the EDA. Mrs. Smith seconded the motion and with all in favor and none opposed, the motion passed. 3 AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None Action Items / Old & New Business Greenfield Access Road Project Mr. McFadyen reminded the EDA that at the April meeting it was reported that the County submitted a funding request to the Department of Transportation for $850,000 to build an access road in the northeast quadrant of the park to serve a related project and that estimate last month for the project was $1.5 million. Over the last 30 days staff has more closely reviewed that cost estimate, which left off engineering fees of an approximate $200,000. He said this does not mean anything regarding the VDOT funding request, as it is capped at $850,000, and that the overage for the project would belong to the EDA to cover. The Commonwealth Transportation Board received the funding request this week as information and will be asked to approve it next month at their May meeting. Small Business Grants Mr. Campbell has been distributing small business grant award checks to those businesses that have submitted reimbursement paperwork. Mr. Campbell said around 10 businesses have submitted all their documentation and invoices as of this time. He said he has notified the remaining businesses to remind them of the deadline to turn in their documentation sO that they may receive their award funds. Broadband Projects Mr. McFadyen updated that the second project with Lumos to serve 1,900 addresses has a project close of June 30 and Lumos is on target to finish on time. Monthly project meetings with Comcast will be scheduled soon to begin the new project to serve 62 addresses in Blue Ridge. Finally, with the BEAD program, the Broadband Equity and Access Deployment, Mr. McFadyen said there is a provider that is negotiating a contract with the State currently. The provider has not been identified. There are roughly 1,000 addresses remaining in Botetourt County that are unserved and the subject area of Arcadia north of Buchanan appears to have been part of the first negotiation. Other areas in the County are not part of it and will be in the second round of negotiations and will hopefully cover the rest of the County. So, the County is getting really close to universal broadband coverage. Adjournment Hearing no further discussion, questions, or comments, Mr. Kitby called for a motion to adjourn. Mr. Hayth made the motion, and Mr. Emry seconded it, and with all in favor and none opposed, the motion passed. AYES: Mr. Kilby, Mr. Emry, Mrs. Smith, Mr. Alderson, Mr. Hayth NAYES: None ABSENT: Mr. Alderson, Mr. Bryan ABSTAINING: None 4 2:19 PM Economic Development Authority of Botetourt Co VA 05/12/25 Balance Sheet Accrual Basis As of April 30, 2025 a 1 Apr 30, 25 ASSETS Current Assets Checking/Savings 1003 . BoB Unrestricted Funds -6,239.79 1004 . BoB - Econ Dev ICS 873,158.21 1005 . BoB - Seeburg ICS 299,186.47 1006 BoB Checking Seeburg 2,500.21 Total Checking/Savings 1,168,605.10 Accounts Receivable 1100 Accounts Receivable 142,487.21 Total Accounts Receivable 142,487.21 Other Current Assets 1020 Due From County 2,166,967.52 1024 Accrued Interest Receivable 3,192.83 1035 - NR. - JM Industrial 135,900.00 1101 Accounts Receivable other 88,518.23 1102 Due from State 29,107.63 Total Other Current Assets 2,423,686.21 Total Current Assets 3,734,778.52 Fixed Assets 1040 Land 541,796.00 1050 . Building 8,219,730.94 1060 . Accumulated Depreciation 3,254,641.38 Total Fixed Assets 5,506,885.56 Other Assets 1036 Lease Receivable GASB 87 4,074,457.00 1041 . Land held for resale 6,941,914.12 Total Other Assets 11,016,371.12 TOTAL ASSETS 20,258,035.20 LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 2030 Accounts Payable 175,472.73 Total Accounts Payable 175,472.73 Other Current Liabilities 2031 Accounts Payable for Audit 1,582,903.85 2035 - Retainage Payable 476,149.34 2045 Due to County 0.19 Total Other Current Liabilities 2,059,053.38 Total Current Liabilities 2,234,526.11 Long Term Liabilities 2753 - Deferred inflow-lease related 4,035,063.00 Total Long Term Liabilities 4,035,063.00 Total Liabilities 6,269,589.11 Page 1 2:19 PM Economic Development Authority of Botetourt Co VA 05/12/25 Balance Sheet Accrual Basis As of April 30, 2025 Apr 30, 25 Equity 3000 - Fund Balance 13,983,604.05 Net Income 4,842.04 Total Equity 13,988,446.09 TOTAL LIABILITIES & EQUITY 20,258,035.20 Page 2 2:19 PM Economic Development Authority of Botetourt Co VA 05/12/25 Checking Report Accrual Basis As of April 30, 2025 Type Date Num Name Amount Balance 1003 BoB Unrestricted Funds -2,799.79 Transfer 04/01/2025 -0.21 -2,800.00 Deposit 04/08/2025 700.00 -2,100.00 Transfer 04/08/2025 2,500.00 400.00 Bill Pmt -Ch... 04/10/2025 1091 Botetourt County Treasurer -1,492.40 -1,092.40 Bill Pmt -Ch... 04/10/2025 1092 Campbell & Lineberry PC -500.00 -1,592.40 Bill Pmt -Ch.. 04/10/2025 1093 Eddie Dooley, Inc -62,250.00 -63,842.40 Bill Pmt -Ch... 04/10/2025 1094 The Lane Group Inc -2,060.00 -65,902.40 Transfer 04/22/2025 1,492.40 -64,410.00 Transfer 04/25/2025 2,060.00 -62,350.00 Bill Pmt -Ch... 04/28/2025 1095 Beyond the Peaks Events,. -2,540.00 64,890.00 Bill Pmt -Ch... 04/28/2025 1096 Dark Moon Card & Games... 2,200.00 67,090.00 Bill Pmt -Ch... 04/28/2025 1097 Heritage Family Market -2,000.00 69,090.00 Bill Pmt -Ch... 04/28/2025 1098 Watts Heavy Duty Repair, -2,000.00 71,090.00 Deposit 04/28/2025 561.80 70,528.20 Transfer 04/28/2025 64,350.00 -6,178.20 Transfer 04/29/2025 500.00 -5,678.20 Transfer 04/30/2025 -561.80 -6,240.00 Deposit 04/30/2025 0.21 -6,239.79 Total 1003 * BoB Unrestricted Funds -3,440.00 -6,239.79 1004 BoB - Econ Dev ICS 940,094.18 Transfer 04/01/2025 0.21 940,094.39 Transfer 04/08/2025 -2,500.00 937,594.39 Transfer 04/22/2025 -1,492.40 936,101.99 Transfer 04/25/2025 -2,060.00 934,041.99 Transfer 04/28/2025 64,350.00 869,691.99 Transfer 04/29/2025 -500.00 869,191.99 Transfer 04/30/2025 561.80 869,753.79 Deposit 04/30/2025 3,404.42 873,158.21 Total 1004 * BoB Econ Dev ICS 66,935.97 873,158.21 1005 - BoB Seeburg ICS 298,098.95 Transfer 04/01/2025 0.21 298,099.16 Deposit 04/30/2025 1,087.31 299,186.47 Total 1005 * BoB Seeburg ICS 1,087.52 299,186.47 TOTAL -69,288.45 1,166,104.89 Page 1 - 1 € : 3 0 4 0