On the agenda: Campbell County meeting — Flock Camera (Oct 6)

Board of Supervisors Meeting
October 6, 2026
6:00 PM

AGENDA
Available via ZOOM

6:00 P.M. – Call to Order and Pledge of Allegiance by Chairman Lawton
Moment of Silence

1. APPROVAL OF MINUTES
Documents:
WORK SESSION - AUGUST 18 2026.PDF
REGULAR MEETING - SEPTEMBER 1 2026.PDF
2. APPEARANCES
2.I. CALEB LAFOON - AVOCA EXECUTIVE DIRECTOR
Mr. Lafoon will address the Board regarding a documentary project at Avoca.
2.II. DEPARTMENT OVERVIEW: MANAGEMENT SERVICES - ANNE BLAIR, DIRECTOR
2.III. HIGHWAY MATTERS - VDOT
i.

Status of Outstanding Highway Matters: SEE MEMORANDUM

ii.

Highway Matters Action Items: None

iii.

Time is scheduled each month for Supervisors to voice any questions or
concerns regarding highway matters.

ii.

Highway Matters Action Items: None

iii.

Time is scheduled each month for Supervisors to voice any questions or
concerns regarding highway matters.

RECOMMENDATION: Please provide staff with any highway matters the Board
has or that need to be passed along to VDOT.
Documents:
HIGHWAY MATTERS BOARD REPORT.PDF
3. ADMINISTRATOR’S ITEMS
Frank J. Rogers, County Administrator
3.I. VALLEY LINK PROJECT ROUTE OPPOSITION
At the September 1, 2026, meeting of the Board, Supervisor Cline asked, with the
concurrence of the Board, that staff prepare a resolution of opposition to the proposed
Valley Link Transmission Line route. The proposed Valley Link transmission line
would include the construction of a 765-kilovolt (KV) transmission line extending from
Campbell County to Culpeper County, Virginia. The project has engendered
significant opposition, and each locality along the proposed route, with the exception
of Campbell, has taken action to convey its opposition.
The final route has not yet been submitted to the State Corporation Commission
(SCC) for approval. Any Board action on this topic would be an expression of concern
that would inform the SCC’s deliberations over the proposed route, but the Board does
not ultimately have any control over the line as a land use determination. Said
differently, the County does not control the route via zoning.
In response to the inclusion of this item on the agenda, five (5) individuals contacted
County Administration in accordance with our protocol and asked to be placed on the
agenda to address this topic. Rather than include them separately and apart from
this action item under appearances, they are included here so that the Board may
receive their input in conjunction with your consideration of the agenda topic. Those
speakers, in the order in which their requests were received, are:
1.

Rick and Cheryl Summy

2.

Becky Nix

3.

Meghan Leatherwood

4.

Shelly Evans

5.

Rob Mann

RECOMMENDATION: Staff requests the Board’s consideration of the attached
resolution.
Documents:
MEMO-VALLEYLINK PROJECT OPPOSITION RESOLUTION.PDF
CAMPBELL_COUNTY_REVISED_VALLEY_LINK_RESOLUTION.PDF

Documents:
MEMO-VALLEYLINK PROJECT OPPOSITION RESOLUTION.PDF
CAMPBELL_COUNTY_REVISED_VALLEY_LINK_RESOLUTION.PDF
3.II. BOND FINANCING - ALTAVISTA COMBINED SCHOOL
Since 2019, the County has worked with Davenport Financial Advisors to develop a
Strategic Plan of Finance. Since that time, the County has proceeded with the
construction of Rustburg Middle School, the implementation of the Regional Radio
System, the renovation of Brookville High School, and the construction of a 100,000square-foot shell building for economic development.
The next school capital project to be undertaken is the Altavista Combined School.
At the Board of Supervisors’ July meeting, the Board authorized staff to proceed with
the project at a total cost not to exceed $45 million.
Since that authorization to proceed, School Division staff secured a state construction
grant in the amount of $13.5 million to offset some of the costs associated with the
project. Because the County received the benefit of the Commonwealth grant funding,
Davenport was asked to evaluate the financing scenarios that reflect the potential
reduction in borrowed funds, as well as an option to incorporate financing for a Public
Safety facility to be located at Yellow Branch. That analysis is attached for your
review and consideration. To summarize:
1. Scenario 1 includes borrowing $42.5 million, to be used in conjunction with $2.5
million in available funding to generate the total $45 million school fund without grant
funds.
2. Scenario 2 includes borrowing $29 million to be used in conjunction with the $2.5
million in available funding plus the $13.5 million construction grant to fund the total
$45 million school project.
3. Scenario 3 includes borrowing $39.5 million. This would include borrowing $29
million for the school project (to be used with the state grant of $13.5 million and
available funding of $2.5 million) plus another $ 10.5 million for a public safety facility.
The results of the analysis are summarized in a table found in the attached
memorandum.
RECOMMENDATION: Staff recommends the Board determine which strategy is
preferred and adopt the required bond resolution in such amount as is
required and to authorize staff to execute all necessary documents.
Documents:
BOND FINANCING MEMO.PDF
DAVENPORT DISCUSSION MATERIALS 9.26.26.PDF
BOND RESOLUTION.PDF
FINANCING AGREEMENT.PDF
INDENTURE OF TRUST.PDF
3.III. CARRYOVER REQUESTS FY2026 TO FY2027 & ENCUMBRANCES
Annual submission of carryover requests by departments is the process in which
unspent budgeted funds from one Fiscal Year are allowed to be carried forward to the
new Fiscal Year with proper justification and approval. All requests must include a
complete and concise explanation justifying the request and be $500 or greater and/or
be grant-funded to be considered for approval.
This year’s net carryover requests from the General Fund total $1,064,065.28. Of

Annual submission of carryover requests by departments is the process in which
unspent budgeted funds from one Fiscal Year are allowed to be carried forward to the
new Fiscal Year with proper justification and approval. All requests must include a
complete and concise explanation justifying the request and be $500 or greater and/or
be grant-funded to be considered for approval.
This year’s net carryover requests from the General Fund total $1,064,065.28. Of
these requests, staff recommends $1,029,796.64. Significant carryover requests
include: $347,765.59 Opioid Settlement Funds; $217,379.77 for 911 Radio System
maintenance and future needs; and $83,010.16 for Seneca Commerce Park
Maintenance.
In the Capital Improvement Plan (CIP), carryover requests total $13,077,800.40. This
figure includes $6,571,357.72 dedicated to the construction of the 100,000 sq ft
building in Seneca. These requests include funds in the amount of: $319,968.37 for
the continued implementation of new financial software; $1,672,254.07 for Fire and
EMS Apparatus; and $187,690.35 for Park Development. It is important to remember
the Capital Improvement Plan is a five-year plan, and monies within each year of the
plan are oftentimes budgeted in anticipation of accruing over the five-year period to
fully fund projects and needs.
Requested carryovers in the Solid Waste Fund total $498,312.
The attached spreadsheet reflects the requested carryover amounts for each
department and line item.

RECoMMENDATION: Staff recommends that the Board approve the above
carryover and encumbrance requests as recommended. Individual
expenditure line information for County funds is attached for County
carryovers.

Documents:
FYE26 CARRYOVER REQUESTS MEMO.PDF
FY26 CARRYOVER REQUESTS.PDF
3.IV. PROPOSED LEGISLATIVE AGENDA
Each year staff presents the Board with a proposed list of legislative items for
consideration. The adopted legislative priorities are forwarded to the Virginia
Association of Counties for inclusion in the Association’s annual statewide legislative
priority list. Copies are also sent to our area legislators.
Attached is the previously adopted legislative agenda for your review. Staff welcomes
additional input and feedback from the Board if there are other matters for inclusion.
The County’s legislative program has remained largely unchanged for several years.
However, recent discussions with our delegation suggest that specific and topical
requests are more readily acted upon than the broad policy statements that the
current agenda reflects. In response to that recommendation, departments were
asked to identify any specific State Code amendments, additions, or considerations
they would like to suggest.
Lisa Linthicum, Social Services Director, provided a legislative item that the Board
may wish to include. Specifically, the suggestion is:
l

Expanding the Percentage Payment program to include additional utility
companies. This program assists residents with electrical costs. The program
is presently limited to Dominion and AEP customers. The suggestion here is
that other electric utilities in the state would be included, thus expanding
resources available to provide assistance.

l

Expanding the Percentage Payment program to include additional utility
companies. This program assists residents with electrical costs. The program
is presently limited to Dominion and AEP customers. The suggestion here is
that other electric utilities in the state would be included, thus expanding
resources available to provide assistance.

RECOMMENDATION: Staff would like to receive input from the Board as to
what items should remain on or be added to the attached legislative agenda.

Documents:
LEGISLATIVE AGENDA MEMO.PDF
PREVIOUSLY ADOPTED LEGISLATIVE AGENDA.PDF
LEGISLATIVE ITEM.PDF
4. CONSENT AGENDA
4.I. APPROPRIATIONS
Attached is an appropriation listing for the Board’s consideration.
Documents:
4A - APPROPRIATIONS.PDF
4.II. COUNTY ATTORNEY INVOICE
Attached is an invoice for $13,799.58 from the County Attorney for services provided
from July , 2026 through August 19, 2026.
Services
General Representation:
Real Estate Tax Collection:

$7,442.48
$451.50

Personal Property Tax Collection:
Miscellaneous Matters:

$752.50

$3,633.50

Expenses Paid
General Representation:
Real Estate Tax Collection:
Miscellaneous Matters:

$755.08
$725.00
$39.52

Documents:
COUNTY ATTORNEY INVOICE.PDF
4.III. FY28 BUDGET TIMETABLE
Each year in October, staff presents the Board of Supervisors with a Budget
Timetable of events related to developing the next fiscal year budget. The timetable
provides information regarding key dates and deliverables in the budget development
process.

4.III. FY28 BUDGET TIMETABLE
Each year in October, staff presents the Board of Supervisors with a Budget
Timetable of events related to developing the next fiscal year budget. The timetable
provides information regarding key dates and deliverables in the budget development
process.
Documents:
FY28 BUDGET TIMETABLE MEMO.PDF
BUDGET TIMETABLE FY28.PDF
4.IV. BOARD OF EQUALIZATION APPOINTMENTS
The required four-year general reassessment of real property is underway, and
reassessment notices will be mailed to property owners the week of October 26,
2026. Property owners who disagree with the results of the reassessment can
request an office hearing with the assessor. Most issues are resolved at the office
hearing stage; however, owners who still wish to contest their assessment may
request a hearing with the Board of Equalization (B.O.E.). The B.O.E. has the
statutory authority to adjust and equalize the assessments. Members of the B.O.E.
are appointed by the Circuit Court, but the Court typically relies on recommendations
from the Board of Supervisors. The B.O.E. will meet as needed between January 18,
2027, and March 5, 2027. Members are required to attend a brief training session
provided by the Virginia Department of Taxation before undertaking their duties.
The Commonwealth of Virginia requires localities to have at least three (3) members
on the B.O.E., and Campbell County customarily utilizes a three-member board. All
members are required by law to be citizens of Campbell County and “broadly
representative of the community.” A majority of members must also be property
owners, and at least 30% of members must be professionals in the fields of real
estate, development, construction, law, or finance. It is recommended, but not
required, that members of the B.O.E. be retired, self-employed, or otherwise in control
of their own schedule. In order to ensure a quorum is present, it is very important that
members are consistently available for meetings on various weekdays and evenings
while the B.O.E. is active.
The previous Board of Equalization consisted of Donald R. Leslie (Crossroads Lane,
Evington), William T. Burleigh (Booth Road, Concord), and J. Michael Davidson (Sugar
Hill Road, Brookneal). Mr. Davidson has indicated he would be willing to serve this
term again.

Documents:
BOARD OF EQUALIZATION APPOINTMENTS 2026.PDF
4.V. RECOMMENDATIONS: Staff Recommends The Board:
a.

Approve the appropriations as presented;

b.

Approve the County Attorney invoice of $13,799.58;

c.

Approve the FY28 budget timetable;

d. Recommend to the Circuit Court at least three (3) qualified candidates for
service on the Board of Equalization by November 16, 2026; and authorize a
stipend for B.O.E. members of $150 per full day in attendance and $75 for halfdays.

5. APPOINTMENTS

d. Recommend to the Circuit Court at least three (3) qualified candidates for
service on the Board of Equalization by November 16, 2026; and authorize a
stipend for B.O.E. members of $150 per full day in attendance and $75 for halfdays.

5. APPOINTMENTS
Attached for your review is a list of appointments.
Documents:
APPOINTMENTS.PDF
6. MATTERS FROM THE BOARD
A few minutes are scheduled at each meeting to discuss matters from the Board.
Documents:
MATTERS FROM THE BOARD.PDF
7. CLOSED MEETING
a. Staff is requesting the Campbell County Board of Supervisors enter into
Closed Session in accordance with Section 2.2-3711 (A)(7) of the Code of Virginia
to discuss legal matters related to a public nuisance.
b. Staff is requesting the Campbell County Board of Supervisors enter into
Closed Session in accordance with Section 2.2-3711 (A)(7) of the Code of Virginia
to consult with legal counsel pertaining to possible or pending litigation
regarding the Region 2000 Services Authority.
c. Following the return to open session, the Board shall provide staff direction
concerning the matters discussed in closed session.
8.

7:00 P.M. PUBLIC HEARINGS
The following public hearings were advertised (ad attached) for:
Kate N. Reusch, Planner
Documents:
BOARD LEGAL AD.PDF
8.I. PL-26-118 REZONING – DEPOT ROAD/ENGLISH TAVERN ROAD
Request by Bobby Wampler of Engineering Concepts, Inc., agent for RP Fralin Land
Company, LLC, to rezone the property located at the intersection of Depot Road and
English Tavern Road and further identified as tax map parcel 23-A-70 from Agricultural
to Residential – Single Family to allow for a 138-lot subdivision for single-family
dwellings. The property is located in the Rustburg Election District and in an area
designated as medium to high density residential per the current Comprehensive
Plan.
The Planning Commission heard this request on August 24, 2026, and recommended
denial by a vote of 6-0. On September 17, 2026, the applicant formally withdrew the
request. All adjoining property owners were notified by mail, and no legal ad was
published. As the request has been withdrawn, this case will not be presented to the
Board of Supervisors, and no further action is required.

The Planning Commission heard this request on August 24, 2026, and recommended
denial by a vote of 6-0. On September 17, 2026, the applicant formally withdrew the
request. All adjoining property owners were notified by mail, and no legal ad was
published. As the request has been withdrawn, this case will not be presented to the
Board of Supervisors, and no further action is required.
Documents:
PL-26-118 BOARD REPORT REVISED.PDF
8.II. PL-26-156 SPECIAL USE PERMIT – 5968 DEARBORN ROAD
Request by Terra Phillips for a special use permit to allow for the keeping of
agricultural animals as an accessory use to the residential single-family
dwelling on the property located at 5968 Dearborn Road and further identified
as tax map parcels 41D-1-14 and 41D-1-15. The property is located in the
Altavista Election District and in an area designated as transitional per the
current Comprehensive Plan.
The applicant is seeking a special use permit to allow for the keeping of
sheep and chickens as an accessory use to the single-family dwelling. The
property is zoned R-SF.
RECOMMENDATION: The Planning Commission recommended approval of
the request by a vote of 6-0 with the condition that the applicant utilizes the
site in conformance with the use described in the narrative.
Documents:
PL-26-156 BOARD REPORT.PDF
9. AGENCY MINUTES AND REPORTS
Documents:
SOCIAL SERVICES BOARD - AUGUST 2026.PDF
10. INFORMATIONAL ITEMS
Documents:
EXPENDITURE REVENUE SUMMARY - JUNE 2026.PDF
EXPENDITURE REVENUE SUMMARY - AUGUST 2026.PDF
NEW EMPLOYEE REPORT - AUGUST 2026.PDF
NEW EMPLOYEE REPORT - SEPTEMBER 2026.PDF
11. BOARD OF SUPERVISORS MEETING SCHEDULE
Revised 10/1/2026

Tuesday, October 6th
6:00 PM – Regular Administrative Business Meeting
7:00 PM – Public Hearings
Tuesday, October 20th
6:00 PM – Joint Work Session w/CCUSA

7:00 PM – Public Hearings
Tuesday, October 20th
6:00 PM – Joint Work Session w/CCUSA
Thursday, November 5th
6:00 PM – Regular Administrative Business Meeting
7:00 PM – Public Hearings
Tuesday, November 10th
5:30 PM – EMS/Fire Meeting (Multi-Use Room)
Tuesday, November 17th
6:00 PM – Board Work Session
Tuesday, December 1st
6:00 PM – Regular Administrative Business Meeting
7:00 PM – Public Hearings
Tuesday, December 8th
6:00 PM – Board Work Session (Budget Revenues)
Residents having any questions or comments regarding any of the above
agenda items may click here to provide the Board of Supervisors your
feedback.

BOARD OF SUPERVISORS MEETING
August 18, 2026
A meeting of the Campbell County Board of Supervisors convened at 6:29 p.m. on the 18th day of
August 2026 in the Multi-Use Room of the Walter J. Haberer Building, Rustburg, Virginia. The members
present were:
Tom K. Lawton, Chairman, Presiding
Kenneth R. Brown
Justin A. Carwile
Paul E. Dowdy
Jon R. Hardie
Charlie A. Watts II
Absent was:
Matt W. Cline

Altavista Election District
Spring Hill Election District
Timberlake Election District
Sunburst Election District
Rustburg Election District
Brookneal Election District

Concord Election District

Also present were:
Frank J. Rogers, County Administrator
Paul Harvey, Deputy County Administrator
Catherine H. Moore, Clerk to the Board
Captain Stuart Herndon, Campbell County Sheriff’s Department
Inv. Mark Doyle, Campbell County Sheriff’s Department

Chairman Lawton called the Board of Supervisors meeting to order at 6:29 p.m. for a presentation
from the Sheriff’s Office on Flock Cameras.
//

Captain Stuart Herndon

Captain Herndon along with Investigator Mark Doyle of the Campbell County Sheriff’s Office
(CCSO) presented information to the Board on the Flock Camera System. This presentation was at the
request of the Board due to increasing privacy concerns from Board members and citizens.
Flock cameras use automated license plate recognition (ALPR) technology that detects license
plates. After the Sheriff’s Department recognized the benefit of the cameras to recover stolen vehicles
and locate missing persons, they applied for a grant and installed four (4) cameras about two years ago.
Three more were added this year for a total of six (6) stationary cameras and one (1) mobile camera. The
cameras were being used to cover major roads and were not used in residential communities. The Sheriff’s
Department did not plan to add any more cameras as the major roads were covered and to be mindful of
budget expenditures. The mobile camera allows flexibility in locating specific offenders if a vehicle was
known to them. The Flock cameras were different than cameras used on law enforcement vehicles and
tractor trailers.
Section 2.2-5517 of the Code of Virginia sets forth guidelines for the use of ALPR systems by
law-enforcement agencies. Capt. Herndon commented there were 750,000 police officers in the country
and over 18,000 law enforcement agencies. Of those 750,000 police officers, there were 75 officers known
to have misused the data base. The Campbell County Sheriff’s Department has adopted a policy for the
use of the Flock cameras that mirrored the State Code requiring regular audits and penalties for misuse of
the system. An officer who misuses the system would be terminated and prosecuted. Flock purges the
data within 21 days. Capt. Herndon added Flock recently sent out a recommendation to purge every seven
(7) days for localities to consider. Capt. Herndon contended the 21-day period was critical for solving
cases.
Capt. Herndon spoke to the concerns by citizens related to privacy and misuse of the cameras by
law enforcement officers. He wanted to assure the community that Campbell County wanted to use the
cameras in the right way to not jeopardize a case in court. The cameras were not general surveillance
cameras, did not use facial recognition or access personal information.
In answer to a question from the Board, the cameras capture the license plates from all vehicles
that ride by. Supervisor Carwile expressed concern the cameras capture all license plates, not just those

associated with a known violation. Capt. Herndon commented there was no way to know when a violation
might occur, and the data base was vital to solve cases before the records were purged. Inv. Doyle and
Capt. Herndon shared details of cases where the cameras were instrumental in solving crimes in a timely
manner.
Capt. Herndon demonstrated how searches were made on the Flock system. All searches required
the offense type, a case number and the reason for the search. There were cameras available on the market
with more search features, such as bumper stickers, but CCSO did not own that type of camera, nor did
they intend to purchase those. Audits were performed to assure compliance with the legal parameters. It
was pointed out that officers did not make arrests solely on Flock searches, but had to follow state and
local laws and policies to establish probable cause to stop a vehicle or make an arrest.
The CCSO performed over 1,200 searches over the past quarter, but the number of searches varied
each month. Capt. Herndon was not certain how many arrests were made from those searches. Not
everyone in the Sheriff’s Office could access the Flock data base, and the audits performed by the
Command Staff had not found any misuses. In a question related to having someone outside the
department participate in the audit, Capt. Herndon commented if a citizen was included, it would have to
be a trusted individual to protect sensitive information. Should an audit reveal a misuse, the incident would
be reviewed internally or turned over to an outside agency. The officer could be subject to prosecution
and termination.
There were several questions concerning the contract with Flock. Per the Code of Virginia, Flock
could not sell any data or share any data with the Federal government. In the event of an unintentional
breach, how would Flock hold the County harmless? Capt. Herndon would have to reach out to Flock for
an answer. Several members of the Board spoke to the liability of Flock should a breach occur, and a
good contract should address those concerns as well as federal overreach.
Capt. Herndon spoke to the Flock cameras as one of the best tools that had come along in his 23
years in law enforcement to protect citizens. Inv. Doyle added not only has the tool been useful in solving
crimes, but he believed it was a deterrent because individuals were aware of cameras.
In several follow-up questions, Capt. Herndon believed the CCSO was solving more crimes with
the Flock technology and the cameras had changed the way law enforcement investigated crimes for the
better. The Sheriff’s Office does utilize several administrative staff to access the system should an officer
be in an area without cell service. Flock was a brand, and some agencies use different companies. The
Board was interested to know who owned the Flock company, where the company was located, and if
there were states that were more stringent than Virginia on the use of the cameras.
Capt. Herndon hoped the Board and the citizens would know that the members of the CCSO were
sworn to do the right thing every day and would use this technology in the right way. The Board thanked
Capt. Herndon and Inv. Doyle for meeting with the Board to learn more about the camera technology
because there were very real concerns by citizens of the County.
//

ADJOURN

On motion of Supervisor Brown, it was resolved the meeting of the Board of Supervisors was
adjourned at 8:29 p.m.
The vote was: Aye:
Nay:
Absent:

Brown, Cline, Dowdy, Hardie, Lawton, Watts
None
Cline
____________________________________
TOM K. LAWTON, CHAIRMAN
Approved: ___________________________

BOARD OF SUPERVISORS MEETING
September 1, 2026
The regular meeting of the Campbell County Board of Supervisors was held on the 1st day
of September 2026 in the Board of Supervisors Meeting Room of the Walter J. Haberer Building,
Rustburg, Virginia. The members present were:
Tom K. Lawton, Chairman, Presiding
Kenneth R. Brown
Justin A. Carwile
Matt W. Cline
Paul E. Dowdy
Jon R. Hardie
Charlie A. Watts II

Altavista Election District
Spring Hill Election District
Timberlake Election District
Concord Election District
Sunburst Election District
Rustburg Election District
Brookneal Election District

Also present were:
Frank J. Rogers, County Administrator
Paul Harvey, Deputy County Administrator
F.E. “Tripp” Isenhour, III, County Attorney
Catherine H. Moore, Clerk

Chairman Lawton called the meeting to order at 6:01 p.m. Following the Pledge of
Allegiance, a moment of silence was observed.
//

APPROVAL OF MINUTES

On motion of Supervisor Cline, it was resolved the Board of Supervisors dispenses with
the reading and approves the minutes of the June 16, 2026 joint meeting with the IDA, the July 7,
2026 work session and the July 21, 2026 regular meeting as presented.
The vote was: Aye:
Nay:
Absent:
//

Brown, Carwile, Cline, Dowdy, Hardie, Lawton, Watts
None
None

PUBLIC COMMENT PERIOD

The Board of Supervisors provides the opportunity for general public comment at a public
meeting at least once per quarter, pursuant to Virginia Code Section 15.2-1416. The Board invites
any citizen who would like to address the Board to come forward and speak on any topic of
concern. Speakers were asked to limit their remarks to three (3) minutes.
James Coates, 147 Branderwood Drive, was a member of the Parks and Recreation
Committee. He reported on continued growth and participation across youth and adult sports
including basketball, soccer and softball. In fact, they were maxed out on the number of soccer

teams. Space and lighting continued to be their major concerns with fall soccer, men’s and coed
softball. Mr. Coates highlighted additional amenities at the County’s parks such as a new disc
golf course at Long Mountain Park and noted increased disc golf course use at Timbrook Park.
Parks and Recreation has added pickle ball at Concord Elementary School on Thursday nights and
on Wednesday nights at Rustburg Elementary School. This year Parks and Recreation formed a
501(c)3 in order to accept donations and were currently fundraising to add disc golf at the
Community Park in Naruna.
Mitch Bernard, 1701 Avondale Drive, commented he had just learned that Google
purchased 312 acres inside Botetourt County’s industrial park for more than $14 million and added
$4 million as a community grant. In all, Google was making a billion-dollar investment in an aircooled, low water use building. This was the type of projects the County should be seeking to
lower the residential tax burden, increase teacher pay, fund school projects and comply with new
regulations for low-energy development. Mr. Bernard suggested the County be selective in seeking
appropriate development and proactively look at projects that were denied in other localities. He
provided a list of areas such as Mount Athos/Joshua Falls as a potential industrial or energy
corridor.
Shelly Evans, 1254 Spring Mill Road, Concord, asked the Board to think about the County
they would like to have over the next five, ten or even 100 years. She encouraged the Board to talk
to their constituents about the scope of the proposed Valley Link transmission line and its impact
to not just Campbell County, but many rural counties in Central Virginia. Several of the affected
counties had committed nearly a million dollars to oppose the project that would consume
thousands of acres. Miss Evans asked the Board to stand with its neighbors and adopt a resolution
to oppose the Joshua Falls/Valley Link transmission line and protect our rural communities and
exceptional quality of life.
Supervisor Cline suggested staff prepare a resolution for discussion at the October 6th
meeting. There was a consensus of the Board to request staff to prepare a resolution for the Board’s
consideration related to the proposed Valley Link transmission line for the October 6th meeting.
Sandy Glass lives in the Sunburst Election District in Evington. She has been attending
CCUSA meetings and sharing concerns that water was being provided to data centers especially
during the current drought conditions. Mrs. Glass believed it was unfortunate the current
negotiations of a water contract between CCUSA and Appomattox County was being tied to the
Region 2000 landfill litigation settlement. Appomattox was interested in receiving 50,000 gallons
of water per day. Supervisor Hinkle of the Appomattox Board of Supervisors spoke to the County’s
willingness to serve a proposed data center with water in February. In comments at those meetings
Mrs. Glass has spoken to all-time lows in the Otter River water basin and has been berated by Mr.
Droog on the CCUSA Board and accused of lying. She commented on the unprofessionalism of
Mr. Droog. She also posed a question if Campbell County citizens would pay more for water than
Appomattox citizens and was advised by Mr. Lee on the CCUSA Board that no rate had been set,
and it could go either way. Mrs. Glass was concerned about the profit margin by Campbell County
by selling water to Appomattox County, and the impact on capacity in Campbell County. The
CCUSA Board at today’s meeting did not approve the contact, but approved it in theory.

Steve Petrus, 243 Paradise Hill Drive, Concord, voiced concern about the Valley Link
Transmission Line project. He operated a non-profit dog rescue facility at his residence and also
raised livestock and vegetables. He was also an avid hunter to provide food for his family. He was
concerned about the impacts to health and the environment associated with low-frequency
electromagnetic fields generated by high-voltage transmission lines, substations and other
electrical grid infrastructure. Mr. Petrus opposed any portion or expansion of the Valley Link
project until the full impact was understood.
Jonathan Bobby, 122 Stone Gate Lane, Concord, opposed the Valley Link Transmission
Project and the proposal for a 765 kV Transmission Line Easement. Mr. Bobby was retired as an
engineering and manufacturing operations manager, and now worked fulltime managing his real
estate and hospice home business. He owned 40 acres in Campbell County with two stocked ponds,
a large barn and 300+ blueberry plants and had spent thousands of dollars to develop the property
for farm products and rental cabins. His expansion plans had stalled due to the looming Valley
Link Project and the proposed power line easements.
The proposed Valley Link right-of-way, when analyzed alongside existing easements and
natural topography, created a “pincer effect” which exhausted remaining buildable acreage. By
sterilizing the economic utility of land, the Commonwealth was facilitating a de facto transfer of
property value from private homeowners to private utility and data center entities. This constituted
an unconstitutional use of the State’s sovereign power to benefit private commercial interests at
the expense of private landowners. While the proposed easement was a short distance in Campbell
County, it was the gateway and originating southern point through nine (9) Virginia counties. Per
State Code, the State Corporation Commission must determine if a project was in the “public
interest.” He commented the economic loss imposed upon local residents outweighed any claimed
public benefit. When the “public” benefit was actually a localized benefit for a specific private
industry (data centers), the project failed the constitutional requirement that the public interest
must predominate. Mr. Bobby contended the taking of residential land in Campbell County to
facilitate the private commercial expansion of data centers in other counties did not constitute a
valid “public use” under the strict construction of Virginia’s eminent domain laws. Mr. Bobby
concluded that he was not against the proliferation of energy, but he was against the proliferation
of energy beyond what was necessary adding that AEP was abandoning a couple of miles of a 765
kV transmission line and moving it a mile east. Mr. Bobby would e-mail the Board the entirety of
his comments.
Rob Mann, Manager of External Affairs with AEP, works at 4001 Mayflower Drive,
Lynchburg. He clarified AEP was not abandoning the 765 kV line just mentioned and was not
releasing the easement because right-of-way easements were difficult to obtain from landowners.
For the Joshua Creek station relocation project, that line would be retired, but they would retain
the easement rights.
//

GRANT REQUEST – VIRGINIA TECHNICAL INSTITUTE

Lisa Moore, Director of the Virginia Technical Institute (VTI), requested a $50,000 grant
to support Phase I of VTI’s Small Multifaceted Manufacturing Development Project in Campbell
County. VTI was awarded $400,000 in matching grant funds for Phase 1 from the Virginia

Tobacco Region Revitalization Commission. The Town of Altavista has committed up to $50,000
in matching funds, contingent upon Campbell County providing a comparable investment.
Mrs. Moore commented that Campbell Couty had successfully supported businesses at
both ends of the economic spectrum. The Town of Altavista’s Spark Innovation Center had
provided an excellent incubator for entrepreneurs and very small businesses, while Seneca Park
had served the needs of larger manufacturing operations. However, there remained a significant
gap for growing businesses that had outgrown incubator space, but were not yet ready for a large
industrial facility. A comprehensive feasibility study in 2022 identified this gap and confirmed the
need for small-to-medium manufacturing space within the region. This finding was also affirmed
by the Lynchburg Regional Business Alliance, which recognized the importance of creating
flexible industrial space to retain and attract growing businesses.
Following another feasibility study to quantify the need, a plan was developed to renovate
the unused half of the VTI facility into one to three move-in-ready manufacturing suites for
emerging companies. The spaces would provide businesses with an affordable opportunity to
expand, create jobs and strengthen the local economy while remaining in Campbell County. Phase
I would focus on a dock and driveway to the back of the lot for semi-trucks, bathrooms, lighting
and painting.
As a small nonprofit organization, VTI has demonstrated its commitment by dedicating
$100,000 toward the required match. In addition, all project administration and oversight would
be provided as an in-kind contribution by VTI, ensuring that every grant dollar was invested
directly into construction and facility improvements rather than administrative or overhead
expenses. Mrs. Moore planned to apply for other grants from Go Virginia, USDA and donations
from other businesses. VTI was moving ahead with the project believing they would be successful
in raising the matching funds. But they would work with the funding that was available.
In answer to questions by the Board, funds were available in the Economic Development
budget. Nina Rezai, Director of Economic Development, participated in the feasibility study, and
this effort was part of the County’s strategy to attract and support businesses of all sizes.
On motion of Chairman Lawton, it was resolved the Board of Supervisors commits $50,000
in grant matching funds to Virginia Technical Institute to support Phase I of VTI’s Small
Multifaceted Manufacturing Development Project in Campbell County.
The vote was: Aye:
Nay:
Absent:
//

Brown, Carwile, Cline, Dowdy, Hardie, Lawton, Watts
None
None

HIGHWAY MATTERS

Each month staff provides a report to update the Board on the status of previously identified
highway issues. Time was also scheduled to receive any new highway matters or concerns. Robert
Brown, VDOT Residency Administrator, was present.

Mr. Brown reported their four-lane primary mowing had been completed, and the litter
contractor would be working along the four-lane primaries. Several areas along the primaries
recently received new pavement overlay. The design for the intersection at Doss Road and Route
460 was ongoing. There had been additional enforcement by the Virginia State Police at that
location. Mr. Brown thanked the Campbell County Sheriff’s Department for the speed display; he
believed it had helped. VDOT has completed the pavement work on Theta Mill Road and the low
shoulders on Long Island Road.
From the Board







//

Supervisor Cline requested the Sheriff’s Department place a speed display on Route 460
near Mt. Olivet Road in the vicinity of a recent fatality.
Chairman Lawton reported crumbling pavement on Main Street in Altavista as you turn
onto Pittsylvania Avenue.
Supervisor Watts questioned the status of English Tavern Road near where an accident
took place that afternoon. Mr. Brown indicated that portion of English Tavern was in the
design process as an approved Smart Scale Access Management Phase 1 project.
Supervisor Carwile asked VDOT to look at Mountain Peak Drive to determine if the
shoulder could be widened or a turn lane could be added.
Supervisor Hardie asked if a contractor could clean along the sidewalks and curb and
gutters in the Village of Rustburg to mitigate the overgrowth. Supervisor Watts added the
sidewalk from the coffee shop to Jack Dean’s had some large cracks.
CONSENT AGENDA

On motion of Supervisor Watts, it was resolved the Board of Supervisors approves the
following under the Consent Agenda:
a)

Appropriations –

1.
General Fund, E-911 System, appropriating $14,424.90 to E911 Phone Replacement, and
increases VITA Educational Grant revenue by $14,424.90, grant funds for costs associated with
E911 phone replacement;
2.
General Fund, Sheriff’s Department, appropriating $1,473.12 to Central VA Task Force
Equipment, and increases Central VA Task Force Equipment revenue, by $1,473.12, revenue from
DCJS Asset Forfeitures Division from the Central VA Task Force cases to purchase equipment
for the Task Force;
3.
General Fund, Sheriff’s Department, appropriating $240 to J. Saunders Memorial, and
increases Gifts & Donations – Sheriff’s Office revenue by $240, donations from Jason Saunders
Memorial Car Show;
4.
General Fund, E. Byrne Memorial Jag Grant, appropriating $10,652 to Law Enforcement
Equipment, and increases E. Byrne Justice Grant revenue, by $10,652, grant received to replace
21 handguns with new Glock 45s, enhanced with red dot sights (not match required);

5.
General Fund, Sheriff’s Department, appropriating $1,520.31 to Sheriff’s Office Levy, and
$125 to Misc Administrative Expenses, and increases Sheriff’s Office – Levy Revenue, by
$1,645.31, to move distress/seizure warrant revenue to an expenditure line and pay the Treasurer
the funds we collected on the Treasurer’s levy and the reimbursement for the tow fee;
b)

County Attorney invoice –

Approves payment to the County Attorney in the amount of $28,845.43 for services
rendered from July 24, 2026 through August 19, 2026;
c)

Abstract of Votes –

The Registrar has provided an Abstract of Votes from the August 4, 2026, Democratic Primary
and the Republican Primary. Section 24.2-675 of the Code of Virginia requires the Electoral Board
to forward a certified copy of each abstract of votes to the Clerk of the Board of Supervisors to be
recorded in its minute book.
Member, House of Representatives (5th District)
Rob W. “T-ski” Tracinski – Democratic
Suzanne K. “Dr. K” Krzyzanowski – Democratic
Tom S. P. Perriello – Democratic
Total Number of Overvotes for Office

78
237
886
0

Member, United States Senate
Bert Mizusawa – Republican
Kim Farington – Republican
David E. Williams – Republican
Total Number of Overvotes for Office

1872
948
1502
1

Member, House of Representatives (5th District)
Melanie V. Lucero – Republican
John J. McGuire III – Republican
Total Number of Overvotes for Office
d)

587
4054
0

Edward Byrne Memorial Justice Assistance Grant

The Sheriff’s Office was allocated $10,652 under the Edward Byrne Memorial Justice
Assistance Grant Program. The grant was 100% funded with no County match requirements. The
formula grant would be dedicated to replacing 21 handguns with the new Glock 45s, enhanced
with red dot sights. This would completely transition full-time Sheriff’s Office employees to the
new weapons system. In accordance with the grant requirements, the public must have an
opportunity to comment on this application during the Board of Supervisors meeting. The

Chairman of the Board would then be able to sign off on the Certifications and Assurances for this
grant, and the local solicitation requirements of the grant would be met.
No one from the public spoke on the grant request during the meeting.
e)

Authorization to Apply for Tethered Drone Grant Funds

The Campbell County Sheriff’s Department requested authorization to apply for a federal
microgrant to purchase two tethered drone systems at a total cost of $105,409.98. No matching
funds or in-kind contribution was required from the County. Any recurring costs following the
two-year grant period were expected to be minimal, if required at all.
The Board authorized the Sheriff’s Office to apply for a federal microgrant to purchase
two tethered drone systems at a total cost of $105,409.98.
The vote was: Aye:
Nay:
Absent:
//

Brown, Carwile, Cline, Dowdy, Hardie, Lawton, Watts
None
None

APPOINTMENTS
No appointments were made at this meeting.

//

MATTERS FROM THE BOARD

Supervisor Cline recently talked with the Chief of the Concord Volunteer Fire Department
concerning the fatality that recently occurred on Route 460 when a law enforcement officer from
Appomattox County was killed. The Chief indicated there had been near misses when members of
the Fire Department were on the scene of accidents. In a conversation with Sheriff Clark, the
Sheriff indicated a deputy would be deployed to run radar to slow traffic down. However, Sheriff
Clark advised he had a limited number of the laser equipment that was preferred. Supervisor Cline
asked Administrator Rogers to discuss this with Sheriff Clark regarding the protocol of deploying
deputies to a crash scene for the purpose of running radar, equipment needs and estimated costs.
Supervisor Dowdy asked if funding could be allocated, possibly from occupancy taxes, to
place signage along the river to advise boaters of the distance to the next boat ramp. The fire
departments have had to respond numerous times to rescue boaters who misjudged the distances.
Chairman Lawton shared that he attended the funeral of Josh Jennings, an Evington
Volunteer Firefighter, and it was a very moving service. He asked Supervisor Cline to relay his
appreciation to the members of the Concord VFD who supported the family and Evington VFD in
the service. There were a number of other fire departments who also provided support to the
Evington community.

Supervisor Carwile indicated he has received several calls related to the traffic congestion
in the Brookville school area. He asked if staff would reach out to the School Board or School
Administration to see if there were any solutions to improve the traffic flow.
Supervisor Hardie first thanked the citizens who spoke earlier in the meeting. He indicated
he attended the most recent CCUSA meeting and one of their agenda items was a review of the
employee handbook that had not been updated for 27 years. He asked when the County had last
updated its employee handbook. Administrator Rogers believed a consent agenda item related to
the handbook would be presented to the Board in the next few months. He added that staff was
frequently in discussion with the County Attorney on matters requiring codification or any legal
changes. When there were substantial changes to the handbook, it was brought to the Board for its
review. County Attorney Isenhour added he believed the last major update to the handbook was
approximately three (3) years ago.
Supervisor Hardie asked Administrator Rogers to provide an update on where the County
was with Region 2000 Services Authority. He realized the majority of the updates have been in
closed meeting and have not been shared publicly. Administrator Rogers indicated there has been
ongoing negotiations with the member localities aiming for a settlement of the outstanding
litigation that has been ongoing for a number of years. He believed there had been some good
progress along those efforts, and the Board would be briefed on those efforts in closed meeting
later in the meeting.
//

RECESS

Chairman Lawton called for a short recess at 6:55 p.m. to reconvene at 7:00 p.m. for one
advertised public hearing.
//

PUBLIC HEARING – REZONING AT 383 VILLAGE HIGHWAY
A public hearing was opened at 7:01 p.m. on:

PL-26-154

Request by Asad Imtiaz of Ash Holdings, LLC to rezone the property located
at 383 Village Highway and further identified as tax map parcel 34A-22-1D from
Business – General Commercial to Residential – Single Family to renovate the
existing single-family dwelling. The property is located in the Rustburg Election
District and in an area designated as medium to high density mixed per the current
Comprehensive Plan.

Kate Reusch, Planner, indicated this request was made by Asad Imtiaz of Ash Holdings,
LLC to rezone the parcel from Business – General Commercial (B-GC) to Residential – Single
Family (R-SF) in order to renovate the existing single-family dwelling and return it to residential
use. The existing dwelling was built in 1959 and predates the zoning code. The use of the property
as a residence is a non-conforming use; however, the property has been vacant and has not been
used as a single-family residence for more than 2 years. Any future use of the property must
conform with the current zoning code. The applicant also purchased the gas station next door and
has stated his intent to use the dwelling for his personal use.

This request was considered a downzoning because it reduces the land use intensity that
would otherwise be permitted on the property. Piecemeal downzonings were impermissible under
Virginia law except where there was a change in circumstances, a mistake in fact or fraud. The
request was generally consistent with the Comprehensive Plan.
The surrounding zoning was mixed use in nature. The zoning in the vicinity is B-GC, BLC (Business – Limited Commercial) and A-1 Agricultural. One existing driveway off of Village
Highway Route 501 would be used for access. The parcel was served by public water and private
septic. No proffers were submitted with the request. The Planning Commission recommended
approval of the request by a vote of 6-0 citing a change in circumstances as this area was primarily
residential and has not developed commercially.
Supervisor Watts asked if there had been another instance when commercial property had
been downzoned. Ms. Reusch believed it was in 2022 when another property on Village Highway
was downzoned from Business General Commercial to Residential Single Family. Supervisor
Cline recalled that it was a vacant lot.
Supervisor Watts offered the following disclosure to recuse himself from consideration of
the rezoning request.
In order to further the purposes of good and open government, and to comply with the
provisions of Virginia Code Section 2.2-3112, I am disclosing that I am the owner of 372 Village
Hwy, Rustburg, VA 24588, Campbell County Tax Map No. 34A-25-3, which is an adjoining
property legally entitled to notice of the zoning action #PL-26-154. Because of my ownership
interest in 372 Village Hwy, I am disqualifying myself from participating in any discussion
concerning rezoning request #PL-26-154, meaning that I will not participate in the consideration
of this rezoning request, and I will not vote on this rezoning request.
___________________________
Charlie A. Watts, II, Supervisor
Asad Imtiaz, 104 Fairlea Court, spoke at the Planning Commission meeting and relayed
his intent to use the home on the property for his personal use. That plan had not changed and
asked for the Board’s approval.
No one spoke in favor of or in opposition to the proposed rezoning. The public hearing
was closed at 7:04 p.m.
Supervisor Hardie thanked Mr. Imtiaz for his rezoning application and his willingness to
live in the Village of Rustburg. He offered the following motion:
On motion of Supervisor Hardie, it was resolved the Board of Supervisors accepts the
recommendation of the Campbell County Planning Commission and APPROVES Request #PL26-154 by Asad Imtiaz of Ash Holdings, LLC to rezone the property located at 383 Village
Highway and further identified as tax map parcel 34A-22-1D from Business – General

Commercial to Residential – Single Family to renovate the existing single-family dwelling located
in an area designated as Medium to High Density Mixed per the current Comprehensive Plan.
The vote was: Aye:
Nay:
Absent:
Abstain:
//

Brown, Carwile, Cline, Dowdy, Hardie, Lawton
None
None
Watts

CLOSED MEETING

On motion of Supervisor Cline, it was resolved the Board of Supervisors enters into a
closed meeting at 7:06 p.m. to discuss (1) legal matters related to a public nuisance and (2) consult
with legal counsel pertaining to possible or pending litigation regarding the Region 2000 Services
Authority, in accordance with the legal exemption §2.2-3711 (A)(7) of the Code of Virginia, as
amended.
The vote was: Aye:
Nay:
Absent:

Brown, Carwile, Cline, Dowdy, Hardie, Lawton, Watts
None
None

//
The Campbell County Board of Supervisors entered into a closed meeting on this 1st day
of September, 2026 at 7:06 p.m. to discuss (1) legal matters related to a public nuisance and (2)
consult with legal counsel pertaining to possible or pending litigation regarding the Region 2000
Services Authority, in accordance with the legal exemption §2.2-3711 (A)(7) of the Code of
Virginia, as amended.
//
p.m.

On motion of Supervisor Cline, it was resolved the meeting return to open session at 7:54

The vote was: Aye:
Nay:
Absent:
//

Brown, Carwile, Cline, Dowdy, Hardie, Lawton, Watts
None
None

On motion of Supervisor Cline, the following resolution was adopted:
CERTIFICATE OF CLOSED MEETING

WHEREAS, the Campbell County Board of Supervisors had convened a closed meeting on the 1st
day of September, 2026 pursuant to an affirmative recorded vote and in accordance with the
provisions of The Virginia Freedom of Information Act; and
WHEREAS, §2.2-3711 of the Code of Virginia requires a certification by the Campbell County
Board of Supervisors that such closed meeting was conducted in conformity with Virginia law;
NOW, THEREFORE, BE IT RESOLVED that the Campbell County Board of Supervisors hereby
certifies that, to the best of each member’s knowledge, (i) only public business matters lawfully

exempted from open meeting requirements by Virginia law were discussed in the closed meeting
to which this certification resolution applies, and (ii) only such public business matters as were
identified in the motion convening the closed meeting were heard, discussed or considered by the
Campbell County Board of Supervisors.
The roll call vote was:

Aye:
Aye:
Aye:
Aye:
Aye:
Aye:
Aye:
Nay:
Absent During Meeting:
Absent During Vote:

//

Brown
Carwile
Cline
Dowdy
Hardie
Lawton
Watts
None
None
None

ACTIONS FOLLOWING CLOSED MEETING

Public Nuisance
On motion of Chairman Lawton, it was resolved the Board of Supervisors authorizes the
County Attorney to file legal proceedings to abate a potential public nuisance on Dominion Drive
and Mobile Drive in the Altavista Election District.
The vote was: Aye:
Nay:
Absent:

Brown, Carwile, Cline, Dowdy, Hardie, Lawton
Watts
None

Region 2000 Services Authority
On motion of Supervisor Watts, it was resolved the Board of Supervisors adopts the
following resolution:
A RESOLUTION OF THE BOARD OF SUPERVISORS OF CAMPBELL COUNTY,
VIRGINIA, CONDITIONALLY APPROVING THE SETTLEMENT OF PENDING
LITIGATION AND RELATED AGREEMENTS AND
AUTHORIZING EXECUTION SUBJECT TO CONDITIONS
WHEREAS, the County of Campbell, Virginia (the “County”) is a party to litigation pending in
the Circuit Court of Campbell County, Virginia, as Case Nos. CL20002216-00 and
CL22000180-00 (the “Litigation”); and
WHEREAS, proposed instruments to resolve the Litigation and related matters have been
presented to this Board, consisting of (i) a signed resolution from the City of Lynchburg
authorizing settlement, and an approved draft of such Settlement Agreement and Release; (ii) a
signed resolution from the County of Nelson, Virginia authorizing settlement, and an approved

draft of such Settlement Agreement and Release; (iii) a signed resolution from the County of
Appomattox, Virginia authorizing settlement, and an draft of such Settlement Agreement and
Release; (iv) a draft Settlement Agreement and Release among the Region 2000 Services
Authority, the County, the County of Appomattox, the County of Nelson, and the City of
Lynchburg; and (v) a draft Water Resolution Agreement among the County, the County of
Appomattox, and the Campbell County Utilities and Service Authority, together with resolution
from Appomattox and written communication from Campbell County Utilities and Service
Authority (collectively, in the forms presented to this Board on September 1, 2026, the “Settlement
Documents”, a copy of which documents are and will be retained in a closed confidential file held
by the Clerk of this Board); and
WHEREAS, this Board has consulted with legal counsel concerning the Litigation and the
Settlement Documents in closed session duly convened pursuant to Va. Code§ 2.2-3711(A)(7)
and (A)(8) and certified pursuant to Va. Code§ 2.2-3712(D), and takes this action in open session;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
CAMPBELL COUNTY, VIRGINIA:
1.

Conditional Approval. The settlement of the Litigation upon the terms reflected in
the Settlement Documents is approved in principle, subject in all respects to the
conditions stated in Paragraph 2 of this Resolution. This approval extends to
revisions of the Settlement Documents that, in the written judgment of counsel to
the County, do not materially and adversely change the terms presented to this
Board.

2.

Conditions to Execution. The County Administrator is authorized to execute and
deliver the Settlement Documents on behalf of the County only upon satisfaction
of each of the following conditions:
a. Counsel to the County shall have approved the final form of each of the
Settlement Documents in writing;
b. The County Administrator shall have concurred in the execution of the
Settlement Documents;
c. Counsel to the County shall have confirmed in writing that no revision to any
Settlement Document following this Board’s approval materially and adversely
changes the terms presented to this Board.

3.

No Execution Absent Satisfaction. If any condition in Paragraph 2 is not satisfied,
no Settlement Document shall be executed on behalf of the County, and no further
action of this Board shall be required to withhold execution. Counsel to the County
and the County Administrator are each directed to withhold execution and to report
to this Board if, in the judgment of either, any condition has not been satisfied.

4.

No Obligation Until Full Execution. Nothing in this Resolution creates any
obligation of the County, and no Settlement Document shall bind the County,
unless and until that Settlement Document has been fully executed and delivered
by all parties thereto. This Board reserves the right to rescind or modify this
Resolution at any time before execution and delivery by the County.

5.

Expiration. The authorization in this Resolution expires at 11:59 p.m. on September
30, 2026, unless extended by further resolution of this Board, if the Settlement
Documents have not by that time been executed and delivered by the County.

6.

Further Actions. The County Administrator and counsel to the County are
authorized to take such ministerial actions as are necessary to carry out the intent
of this Resolution, subject to the conditions stated herein.

7.

Effective Date. This Resolution takes effect immediately upon adoption.

Before the vote was taken, Chairman Lawton commented there had been concerns the
water agreement with Appomattox County was to serve data centers. He confirmed that a water
agreement had been in place for at least 16 years to serve the businesses and residents of the Town
of Appomattox. Supervisor Watts added the new agreement did not increase the amount of water
that would be purchased by Appomattox County. He wanted to make it clear the new agreement
was not for a data center, but to resolve matters surrounding an extension of the water agreement
with Appomattox County. In answer to a question by Supervisor Hardie, staff confirmed the
amount of water actually used by Appomattox County is significantly less than the maximum
capacity in the agreement. Supervisor Watts acknowledged that had been the case for years and
added that how the water was used was at the discretion of Appomattox County. Staff
acknowledged that should Appomattox County use more water than they were currently using,
they would be subject to additional capital costs.
Chairman Lawton confirmed the Board members would have three business days to review
the documents discussed in closed meeting before distribution to the member localities.
The vote was: Aye:
Nay:
Absent:
//

Brown, Carwile, Cline, Dowdy, Lawton, Watts
Hardie
None

ADJOURNMENT

Before the meeting was adjourned, Administrator Rogers reminded the Board that
broadband would be discussed at the September 15, 2026 meeting, specifically the responses to
the Request for Proposals for companies to cover the areas previously awarded to Riverstreet. In
addition, the Commissioner of the Revenue would be providing an overview of the reassessment
process to date.
On motion of Supervisor Dowdy, the meeting was adjourned at 8:03 p.m.

The vote was: Aye:
Nay:
Absent:

Brown, Carwile, Cline, Dowdy, Hardie, Lawton, Watts
None
None
____________________________________
TOM K. LAWTON, CHAIRMAN
Approved: ___________________________

MEMORANDUM
To:

Members, Board of Supervisors

Through:

Frank J. Rogers, County Administrator FJR

From:

Kate N. Reusch, Planner KNR

Subject:

Highway Matters

Date:
September 9, 2026
_________________________________________________________________________________

BACKGROUND:
Each month, staff will prepare this report to update the Board on the status of previously identified
highway issues. Items requiring Board action will be identified in a separate agenda item under
Highway Matters.

DISCUSSION:
Board Matters
Supervisor Hardie
- Overgrowth intruding on sidewalks throughout the Village.
Supervisor Carwile
- Vehicles from Mountain Peak Drive are having difficulty turning onto Timberlake
Drive due to in increased traffic from Chick-fil-a.
Supervisor Watts
- Safety concerns at the intersections of English Tavern Road and Wards Road. Project
is under design as a part of SMARTSCALE Limited Access Management Phase 1 and
is progressing into right-of-way acquisition.
Supervisor Lawton
- Pavement repairs are needed on northbound Main Street near the intersection of
Pittsylvania Avenue.
Supervisor Cline
- Requested a mobile radar trailer near the intersection of Mount Olivet Church Road
and Richmond Highway. County staff will coordinate with the Sheriffs Office.
Pending Matters
-

Long Island Road is detreating near the intersection of Mohawk Road and needs to be
patched.

-

Entrance to Long Island Park needs improvement. Part of the entrance is an easement
owned by the railroad. County staff is working with the railroad to transfer the entire
entrance over to the State to allow for it to become a VDOT maintained road.

Supervisor Lawton
- Orange pipes in the ground along the shoulder of River Road were left behind from
broadband installation.
Supervisor Cline
- Requested an update regarding the timeframe for the intersection warning system
located at the intersection of Route 460 and Doss Road. The design and installation of
the system will take 12 to 18 months. Regular flashing lights have been ordered in the
meantime and additional enforcement has been done by State Police and the Sheriffs
Office.
Supervisor Dowdy
- Congestion issues on westbound Leesville Road due to the significant number of
turning vehicles at the intersection of Waterlick Road.

MEMORANDUM
TO:

Members, Board of Supervisors

FROM:

Frank J. Rogers, County Administrator FJR

SUBJECT:

ValleyLink Project Route Opposition

Date:
September 30, 2026
________________________________________________________________________
BACKGROUND:
At the September 1, 2026 meeting of the Board, Supervisor Cline asked, with the concurrence of
the Board, that staff prepare a resolution of opposition to the proposed Valleylink Transmission
Line route. The proposed Valleylink transmission line would include the construction of a 765
kilovolt (KV) transmission line extending from Campbell County to Culpepper County, Virginia.
The project has engendered significant opposition and each locality along the proposed route,
with the exception of Campbell, has taken action to convey their opposition.
DISCUSSION:
It is important to note for the Board that the final route has not yet been submitted to the State
Corporation Commission (SCC) for approval. Any Board action on this topic would be an
expression of concern that would inform the SCC’s deliberations over the proposed route, but the
Board does not ultimately have any control over the line as a land use determination. Said
differently, the County does not control the route via zoning.
In response to the inclusion of this item on the agenda, five individuals contacted County
Administration in accordance with our protocol and asked to be placed on the agenda to address
this topic. Rather than include them separately and apart from this action item under
appearances, they are included here so that the Board may receive their input in conjunction with
your consideration of the agenda topic. Those speakers, in the order in which their requests were
received are:
1.
2.
3.
4.
5.

Rick and Cheryl Summy
Becky Nix
Meghan Leatherwood
Shelly Evans; and
Rob Mann.

RECOMMENDATION:
Staff requests the Board’s consideration on the attached resolution.
Attachment
Valleylink Resolution

At the regular meeting of the Campbell County Board of Supervisors held on the 6th
day of October 2026 in the Board of Supervisors Meeting Room of the Haberer Building,
Rustburg, Virginia:
RESOLUTION OF THE CAMPBELL COUNTY BOARD OF SUPERVISORS
OPPOSING PROPOSED VALLEY LINK TRANSMISSION PROJECT
On motion of Supervisor ___________ it was resolved the Board of Supervisors adopts
the following resolution:
WHEREAS, Valley Link Transmission Company LLC (“Valley Link”) is a Mid-Atlantic regional
energy infrastructure initiative that is a joint venture by Dominion Energy, FirstEnergy
Transmission, and Transource Energy; and
WHEREAS, Valley Link has issued notice that it is developing a Joshua Falls – Yeat Electric
Transmission Line Project (“Project”) that will erect a new 765 kilovolt (kV) electric
transmission line with structures up to 160’ tall and spanning approximately 115 miles
through the counties of Campbell, Appomattox, Buckingham, Goochland, Louisa, Culpeper,
Orange and Fluvanna; and
WHEREAS, both proposed paths of the Valley Link Project would initiate at the Joshua Falls
substation in Campbell County and would require a significant and permanently cleared
right-of-way; and
WHEREAS, the primary driver for this project is to transmit bulk power to support rapidly
increasing energy demand in Northern Virginia, driven largely by data center development
and general load growth outside of our region; and
WHEREAS, this project provides no direct energy benefit to the residents, businesses, or
agricultural operations of Campbell County, yet asks our community to bear the
disproportionate burdens of its construction and perpetual presence; and
WHEREAS, Campbell County residents have expressed their concerns and dissatisfaction
with the Valley Link Project due to its financial, environmental, visual, cultural, historical,
and health impacts; and
WHEREAS, the Campbell County Board of Supervisors finds that the Valley Link Project
would have a negative impact on County residents’ quality of life and property values, as
well as cause irreparable damage to the County’s natural beauty, rural character, scenic
viewsheds, agricultural heritage, and working forestlands; and
WHEREAS, the Campbell County Board of Supervisors has a duty to protect the health,
safety, property rights, and overall quality of life of its citizens.

NOW, THEREFORE, BE IT RESOLVED THE Campbell County Board of Supervisors formally
opposes the construction and routing of the Valley Link Joshua Falls – Yeat 765kV
transmission line as currently proposed; and
BE IT FURTHER RESOLVED, that the Board strongly objects to the utilization of Campbell
County as a pass-through utility corridor designed to serve the power demands of Northern
Virginia at the direct and lasting expense of Campbell County residents, property owners,
and agricultural producers; and
BE IT FURTHER RESOLVED, that the Board of Supervisors strongly urges Valley Link and
the Virginia State Corporation Commission abandon this project, reject the proposed route,
and fully explore alternatives that do not impact the welfare, economy, health and beauty of
Campbell County; and
BE IT FURTHER RESOLVED, that a copy of this resolution be forwarded to the Virginia State
Corporation Commission, Valley Link, the Governor of Virginia, and Campbell County’s
representatives in the Virginia General Assembly.

____________________________________
TOM K. LAWTON, Chairman
Campbell County Board of Supervisors

MEMORANDUM

To:

Members, Board of Supervisors

From:

Frank J. Rogers, County Administrator FJR

Subject:

Bond Financing-Altavista Combined School

Date:
September 30, 2026
________________________________________________________________________
Background:
Since 2019, the County has worked with Davenport Financial Advisors to develop a Strategic
Plan of Finance. Since that time, the County has proceeded with the construction of Rustburg
Middle School and the implementation of the Regional Radio System, the renovation of
Brookville High School and the construction of a 100,000 square foot shell building for
economic development.
The next school capital project to be undertaken is the Altavista Combined School. At the Board
of Supervisors’ July meeting, the Board authorized staff to proceed with the project at total cost
not to exceed $45 million.
Discussion:
Since that authorization to proceed, School Division staff secured a state construction grant in
the amount of $13.5 million to offset some of the costs associated with the project. Because the
County received the benefit of the Commonwealth grant funding, Davenport was asked to
evaluate financing scenarios that reflect the potential reduction in borrowed funds, as well as an
option to incorporate financing for a Public Safety facility to be located at Yellow Branch. That
analysis is attached for your review and consideration. To summarize:
1. Scenario 1 includes borrowing $42.5 million, to be used in conjunction with $2.5 million
in available funding to generate the total $45 million school fund without grant funds as
originally expected.
2. Scenario 2 includes borrowing $29 million to be used in conjunction with the $2.5
million in available funding plus the $13.5 million construction grant to fund the total
$45 million school project.
3. Scenario 3 includes borrowing $39.5 million. This would include borrowing $29 million
for the school project (to be used with the state grant of $13.5 million and available
funding of $2.5 million) plus another 10.5 for a public safety facility.
The results of the analysis can be summarized as follows:

Scenario 1
$42.5 Million
Planning
Rate

4.5%

Scenario 2
$29 Million

Scenario 3
$39.5 Million

5%

4.5%

5%

4.5%

5%

Equivalent Less than
Impact on 1¢ in 4-5
Real Estate years
Rate

Slightly
more than
1¢ in 4-5
years

No
impact
over 10
years

No impact
over 10
years

Less than
1¢ in 4-5
years

Less than 1¢
in
approximately
4 years

Estimated
Annual
Debt
Service

$3.2
Million

$2
Million

$2.1
Million

$2.7
Million

$2.9 Million

$3
Million

Recommendation:
Staff recommends the Board determine which strategy is preferred and adopt the required bond
resolution at such amount as is required and authorize staff to execute all necessary documents.

Attachments:
Davenport Discussion Materials (9/28/26)
Bond Resolution
Financing Agreement
Indenture of Trust

2

2026 Bonds Discussion Materials
Campbell County, Virginia

September 28, 2026

Member NYSE|FINRA|SIPC

Updated Multi-Year Plan of Finance
 In our capacity as Financial Advisor to Campbell County (the “County”), Davenport & Company LLC
(“Davenport”) has assisted with analysis of Multi-Year Capital Funding Strategies and Plan(s) of Finance
involving School Projects and other critical infrastructure.

 On July 17, 2026, Davenport provided the County Board of Supervisors with an updated Multi-Year Plan of
Finance contemplating various scenarios ranging from $45-80 million of debt funding.
– On July 21, 2026, the County Board of Supervisors provided direction to move forward with the
issuance of bonds to fund the $45 million Altavista Combined Middle & High School Project (the
“School Project”).

 Recently, the County was approved for a $13.5 million State Construction Assistance Program (SCAP)
grant for the School Project.
– The analysis herein reflects the budgetary impact of reducing the borrowing amount for the School
Project by $13.5 million and the potential funding of a $10.5 million Public Safety Building Project
through the bond issuance.

September 28, 2026

Campbell County, Virginia

2

Key Assumptions| Project Amounts
 This update to the conservative MultiYear Plan of Finance considers three
(3) scenarios.
– Scenario 1 ($42.5 million) includes
only the $45 million(1) School
Project without any grant funding
(as presented in July 2026).

Project

Publicly Issued
Bonds

Other
Sources (1 )

Total Project
Amount

2,500,000
2,500,000

$

Scenario 1
School
Public Safety Building
Scenario 1 Total

– Scenario 2 ($29.0 million) includes
the $45 million(1) School Project
offset by a $13.5 million SCAP
Grant.

Scenario 2

– Scenario 3 ($39.5 million) includes
the $45 million(1) School Project
offset by a $13.5 million SCAP Grant
and the $10.5 million Public Safety
Building Project.

Scenario 3

School
Public Safety Building
Scenario 2 Total

School
Public Safety Building
Scenario 3 Total

$

42,500,000
$ 42,500,000

$

$

29,000,000
$ 29,000,000

$

16,000,000
$ 16,000,000

$

$

$

$

29,000,000
10,500,000
$ 39,500,000

$

16,000,000
$ 16,000,000

45,000,000
$ 45,000,000

45,000,000
$ 45,000,000

45,000,000
10,500,000
$ 55,500,000

(1) The cost of the $45 million School Project is offset by approximately $2.5 million of budgetary savings from previous School Projects in all
three (3) scenarios and an additional $13.5 million SCAP Grant in Scenario 2 and Scenario 3.
September 28, 2026

Campbell County, Virginia

3

Budgetary Impact | 4.5% Planning Rate
 Scenario 1 is anticipated to require less than one penny (0.90¢) on the Real Estate Tax Rate in
approximately 4-5 years (FY 2031 – FY 2032 timeframe).
 Scenario 2 is anticipated to have no impact on the Real Estate Tax Rate over the next 10 years.
 Scenario 3 is anticipated to require less than one penny (0.60¢) on the Real Estate Tax Rate in
approximately 4-5 years (FY 2031 – FY 2032 timeframe).

Fiscal Year

Scenario 1

Scenario 2

Scenario 3

2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
Total

-

-

-

-

-

-

-

-

-

-

-

-

0 .1 1 ¢

-

0 .0 3 ¢

0 .7 9 ¢

-

0 .5 7 ¢

-

-

-

-

-

-

-

-

-

-

-

-

0.90¢

0.00¢

0.60¢

$3.0 Million

$2.0 Million

$2.7 Million

Est. Annual
Debt Service (1 )

Note: 1¢ on the Real Estate Tax Rate is assumed to generate approximately $657,000 in FY 2027.
(1) Annual debt service estimates reflect a 4.5% planning interest rate and a 25-year term.
September 28, 2026

Campbell County, Virginia

4

Budgetary Impact | 5.0% Planning Rate
 Scenario 1 is anticipated to require slightly more than one penny (1.12¢) on the Real Estate Tax Rate in
approximately 4-5 years (FY 2031 – FY 2032 timeframe).
 Scenario 2 is anticipated to have no impact on the Real Estate Tax Rate over the next 10 years.
 Scenario 3 is anticipated to require less than one penny (0.84¢) on the Real Estate Tax Rate in
approximately 4 years (FY 2031 timeframe).
Fiscal Year

Scenario 1

Scenario 2

Scenario 3

2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
Total

-

-

-

-

-

-

-

-

-

-

-

0 .0 5 ¢

0 .9 0 ¢

-

0 .7 9 ¢

0 .2 2 ¢

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1.12¢

0.00¢

0.84¢

$3.2 Million

$2.1 Million

$2.9 Million

Est. Annual
Debt Service (1 )

Note: 1¢ on the Real Estate Tax Rate is assumed to generate approximately $657,000 in FY 2027.
(1) Annual debt service estimates reflect a 4.5% planning interest rate and a 25-year term.
September 28, 2026

Campbell County, Virginia

5

Municipal Advisor Disclaimer
The enclosed information relates to an existing or potential municipal advisor engagement.
The U.S. Securities and Exchange Commission (the “SEC”) has clarified that a broker, dealer or municipal securities dealer engaging in municipal advisory activities outside the scope of
underwriting a particular issuance of municipal securities should be subject to municipal advisor registration. Davenport & Company LLC (“Davenport”) has registered as a municipal
advisor with the SEC. As a registered municipal advisor Davenport may provide advice to a municipal entity or obligated person. An obligated person is an entity other than a municipal
entity, such as a not for profit corporation, that has commenced an application or negotiation with an entity to issue municipal securities on its behalf and for which it will provide support. If
and when an issuer engages Davenport to provide financial advisory or consultant services with respect to the issuance of municipal securities, Davenport is obligated to evidence such a
financial advisory relationship with a written agreement.
When acting as a registered municipal advisor Davenport is a fiduciary required by federal law to act in the best interest of a municipal entity without regard to its own financial or other
interests. Davenport is not a fiduciary when it acts as a registered investment advisor, when advising an obligated person, or when acting as an underwriter, though it is required to deal
fairly with such persons.
This material was prepared by public finance, or other non-research personnel of Davenport. This material was not produced by a research analyst, although it may refer to a Davenport
research analyst or research report. Unless otherwise indicated, these views (if any) are the author’s and may differ from those of the Davenport fixed income or research department or
others in the firm. Davenport may perform or seek to perform financial advisory services for the issuers of the securities and instruments mentioned herein.
This material has been prepared for information purposes only and is not a solicitation of any offer to buy or sell any security/instrument or to participate in any trading strategy. Any such
offer would be made only after a prospective participant had completed its own independent investigation of the securities, instruments or transactions and received all information it
required to make its own investment decision, including, where applicable, a review of any offering circular or memorandum describing such security or instrument. That information would
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stale thereafter. We have no obligation to tell you when information herein may change. We make no representation or warranty with respect to the completeness of this material.
Davenport has no obligation to continue to publish information on the securities/instruments mentioned herein. Recipients are required to comply with any legal or contractual restrictions
on their purchase, holding, sale, exercise of rights or performance of obligations under any securities/instruments transaction.
The securities/instruments discussed in this material may not be suitable for all investors or issuers. Recipients should seek independent financial advice prior to making any investment
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proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the
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The value of and income from investments and the cost of borrowing may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates,
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prior written consent of Davenport.
Version 01.01.26 | WL | DC | BW | RK | DR |

September 28, 2026

Campbell County, Virginia

6

RESOLUTION OF THE BOARD OF SUPERVISORS OF
THE COUNTY OF CAMPBELL, VIRGINIA APPROVING PUBLIC FACILITY
REVENUE BOND ISSUANCE, OFFER, AND SALE FOR SCHOOL AND COUNTY
CAPITAL IMPROVEMENT PROJECTS
WHEREAS, the County of Campbell, Virginia (the “County”) has a need to finance the
design, renovation, construction and equipping of (i) school facilities, including but not limited to,
the Altavista Combined School and related facilities to be used by Campbell County Public
Schools (the “School Project”) and (ii) various County capital improvements identified in the
County’s capital improvement plan (the “County Projects,” together with the School Project,
the “Project”); and
WHEREAS, the Board of Supervisors (the “Board”) of the County will request the
Industrial Development Authority of the County of Campbell, Virginia (the “Authority”) to (a)
issue, offer and sell its public facility revenue bonds, Series 2026, in an aggregate principal amount
not to exceed $45,000,000 (the “Bonds”) to finance a portion of the costs of the Project and to
pay the costs of issuance of the Bonds, to accomplish certain purposes of the Virginia Industrial
Development Revenue Bond Act (the “Act”), with the Board providing its moral obligation in
support of the payment of the Bonds, (b) secure the Bonds by a financing agreement between the
Authority and the County pursuant to which the County agrees to make payments to or on behalf
of the Authority sufficient to pay principal of and interest on the Bonds when due, subject to annual
appropriation by the Board and assign such rights (except the right to receive indemnification, to
receive notices and to give consents and to receive its administrative expenses) to Wilmington
Trust, National Association, or another corporate trustee selected by the County (the “Trustee”),
under an indenture of trust between the Authority and the Trustee, which is to be acknowledged
and consented to by the Board, all in accordance with a bond purchase agreement among (i) an
underwriter or group of underwriters to be selected as described below (the “Underwriter”) based
on input from Davenport & Company LLC (the “Financial Advisor”), financial advisor to the
County, (ii) the County and (iii) the Authority; and
WHEREAS, the payments to be made to the Authority by the County pursuant to the
financing agreement will be payable solely from funds appropriated therefor by the Board from time
to time and will not under any circumstances constitute a pledge of the full faith and credit or taxing
power of the County; and
WHEREAS, there have been presented to this meeting drafts of the following documents
(collectively, the “Documents”) in connection with the transactions described above, copies of
which shall be filed with the records of the County:
a. an Indenture of Trust, dated as of November 1, 2026, between the Authority and the
Trustee, and approved by the Board, relating to the issuance of the Bonds (the
“Indenture”);
b. a Financing Agreement, dated as of November 1, 2026, between the Authority and the
County establishing the County’s payments sufficient to pay debt service on the Bonds
(the “Financing Agreement”); and

c. a Specimen Bond; and
WHEREAS, there has also been presented to this meeting a copy of the Preliminary
Official Statement (the “Preliminary Official Statement”) relating to the public offering of the
Bonds that has been prepared in connection with the issuance and sale of the Bonds; and
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
THE COUNTY OF CAMPBELL, VIRGINIA:
1. The issuance and sale of the Bonds, pursuant to and upon the terms and conditions set forth
herein and in the Indenture, and the financing of the Project for the benefit of the County, are
hereby approved and authorized. The following plan for financing the costs of the Project is
approved. The Authority shall use the proceeds from the issuance of the Bonds to finance the
Project. The County shall make Basic Payments under the Financing Agreement sufficient to pay
when due the interest and principal on the Bonds. The obligation of the Authority to pay principal
and interest on the Bonds will be limited to payments received from the County under the
Financing Agreement. The obligation of the County to make payments under the Financing
Agreement or rental payments under Section 8 as appropriate will be subject to the Board making
annual appropriations for such purpose. The Board on behalf of the County has adopted this
Resolution as its moral obligation to the repayment of the Bonds.
2. The Documents shall be in substantially the forms submitted to this meeting, which are
hereby approved with such completions, omissions, modifications, insertions and changes,
including, but not limited to rates, redemption premium, payment dates, amounts, prices,
maturities, as may be approved, based on the recommendation of the Financial Advisor, by the
Chairman or in his absence, the Vice Chairman, of the Board (together, the “Chairman”), the
County Administrator (the “County Administrator”) or the other officers executing them, their
execution to constitute conclusive evidence of his or her approval of any such completions,
omissions, modifications, insertions and changes.
3. The Chairman or the County Administrator and all other appropriate officers of the County
are each hereby authorized and directed to execute the Documents and to deliver the Documents
to the other parties thereto and to execute all certificates and documents, including but not limited
to a federal tax compliance certificate and agreement relating to the tax-exempt status of the
interest on the Bonds and a continuing disclosure agreement relating to compliance with the
below-described Rule, and to take all such further action as they may consider necessary or
desirable in connection with the issuance and sale of the Bonds and the financing of the Project.
4. The Preliminary Official Statement in the form presented to this meeting is approved with
respect to the information contained therein pertaining to the County. The Underwriter is
authorized to distribute to prospective purchasers of the Bonds, the Preliminary Official Statement
in form deemed to be “near final,” within the meaning of Rule 15c2-12 of the Securities and
Exchange Commission (the “Rule”), with such completions, omissions, insertions and changes
not inconsistent with this Resolution as may be approved by the Chairman or the County
Administrator. Such distribution shall constitute conclusive evidence that the County has deemed

2

the Preliminary Official Statement to be final as of its date within the meaning of the Rule, with
respect to the information therein pertaining to the County. The Chairman or the County
Administrator is authorized and directed to approve such completions, omissions, insertions and
other changes to the Preliminary Official Statement that are necessary to reflect the terms of the
sale of the Bonds, determined as set forth in Section 5, and the details thereof and that are
appropriate to complete it as an official statement in final form (the “Official Statement”) and
distribution thereof by the Underwriter shall constitute conclusive evidence that the County has
deemed the Official Statement final as of its date within the meaning of the Rule, with respect to
the information contained therein pertaining to the County.
5. The Bonds shall mature not later than December 31, 2056, with such shorter maturities
and sinking fund and optional redemption provisions as the officers of the County approving such
terms shall deem appropriate based on the recommendation of the Underwriter and the Financial
Advisor; provided, however, that any redemption premium shall not exceed two percent (2%),
and the true interest cost of such Bonds shall not exceed six percent (6.00%) per annum.
6. The Chairman or the County Administrator (the “County Representative”) is authorized
and directed to cause an official notice of bond sale to be issued and accept a qualifying bid or
qualifying bids for the sale of the Bonds to an Underwriter which results in the lowest "true" or
"Canadian" interest cost to the County, and the Bonds shall bear interest at such rate or rates and
shall be sold at such price or prices as may be set forth in the bid(s) accepted by the County
Representative. Notwithstanding anything to the contrary herein, by 5:00 p.m. on the date prior to
the sale date of any Bonds identified in the official notice of sale for the Bonds, if any, if either no
underwriter or only one underwriter has advised of its intention to bid on the Bonds, the County
Representative, after consultation with the County's Financial Advisor and the County’s Bond
Counsel, is authorized to remove such series or maturities of Bonds from the bidding process and
to pursue a negotiated sale for such series or maturities of Bonds. The approval of the final terms
and conditions of the Bonds subject to the foregoing parameters shall be evidenced conclusively
by the execution and delivery of the Bonds in accordance with Sections 1 and 5 of this Resolution.
The County Representative shall then, based on the recommendation of the County’s Financial
Advisor, (a) determine the principal amount of the Bonds, subject to the limitations set forth herein,
(b) determine the interest rates of the Bonds, maturity schedule of the Bonds, and the price to be
paid for the Bonds, subject to the limitations set forth herein, (c) determine the redemption
provisions of the Bonds, (d) determine the dated date, the principal and interest payment dates,
and the Record Date of the Bonds, provided that the Record Date shall be the 15th day of the
month immediately preceding an Interest Payment Date unless otherwise determined by the
County Representative, and (e) determine whether municipal bond insurance is appropriate to
secure the same, all as the County Representative determines to be in the best interests of the
County.
7. If the County Representative determines that it is in the best interest of the County to sell
any Bonds in a negotiated sale rather than a competitive sale, then the County hereby authorizes
the sale of the Bonds to the Underwriter to be selected by the County Representative who is
authorized and directed to enter into a bond purchase agreement containing the terms and the price
or prices upon which the Bonds shall be sold to the Underwriter, which terms and prices shall be
established by the County Representative, upon negotiation with the Underwriter, based on the

3

recommendations of the Financial Advisor, and not inconsistent with the provisions of this
Resolution.
8. If the County Representative, in consultation with the Financial Advisor and Bond
Counsel, determines that it is in the best interest of the County to finance the Bonds through a
lease/leaseback arrangement with the Authority, then the County Representative is authorized to
enter into a ground lease and financing lease whereby the County leases to the Authority and leases
back from the Authority one or more County-owned properties (the “Leased Property”), as
approved by the Board, to establish rental payments sufficient to pay debt service on the Bonds.
Any such ground lease may have a term of up to forty (40) years and any such financing lease
shall have a term equivalent to the final maturity for the Bonds. The Authority’s rights under the
financing lease may be assigned to the Trustee for the benefit of the bondholder pursuant to an
assignment agreement. The Leased Property, if any, is hereby declared to be essential to the
efficient operation of the County, and the Board anticipates that the Leased Property will continue
to be essential to the operation of the County during the term of the Bonds.
9. The Chairman or the County Administrator is authorized and directed to execute, deliver
and, as appropriate under Section 7 hereof, record the Financing Agreement, any lease and
assignment agreements and all necessary certificates and documents and to approve the terms of
the Indenture and to take all such further action as they may consider necessary or desirable in
connection with the issuance and sale of the Bonds and the financing of the Project. The Chairman
or the County Administrator is authorized to select a corporate trustee to act as Trustee under the
Indenture. The Chairman, the County Administrator, County Attorney, County Treasurer and
County Finance Director and all other officers of the County are hereby authorized and directed to
work with representatives of the Authority, the Financial Advisor, Bond Counsel (Sands Anderson
PC), the Underwriter and counsel to the Underwriter to perform all services and prepare all
documentation necessary to bring the Bonds to market and to issue the same.
10. Any authorization herein to execute a document shall include authorization to deliver it to
the other parties thereto and to record such document where appropriate.
11. The County represents and covenants that it shall not take or omit to take any action the
taking or omission of which will cause the Bonds to be “arbitrage bonds” within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise cause
the interest on the Bonds to be includable in gross income for Federal income tax purposes under
existing law. Without limiting the generality of the foregoing, the County shall comply with any
provision of law that may require the Authority or the County at any time to rebate to the United
States any part of the earnings derived from the investment of the gross proceeds from the sale of
the Bonds.
12. Nothing in this Resolution, the Bonds or the Documents shall constitute a debt or a pledge
of the faith and credit of the Authority or the County, and the Authority shall not be obligated to
make any payments under the Bonds or the Documents except from payments made by or on behalf
of the County under the Financing Agreement or similar lease arrangement pursuant to annual
appropriation thereof in accordance with applicable law. The Board, while recognizing that it is
not empowered to make any binding commitment to make appropriations beyond the current fiscal

4

year, hereby states its intent to make annual appropriations in future fiscal years in amounts
sufficient to make all payments under the Financing Agreement or similar lease arrangement, if
any, and hereby recommends that future Boards do likewise during the term thereof.
13. The Board has determined to authorize the County, if and as necessary, to utilize the State
Non-Arbitrage Program of the Commonwealth of Virginia (“SNAP”) in connection with the
investment of the proceeds of the Bonds.
14. The Board of Supervisors hereby approves Sands Anderson PC serving as Bond Counsel.
15. All other acts of the officers of the County that are in conformity with the purposes and
intent of this Resolution and in furtherance of the issuance and sale of the Bonds and the
undertaking and financing of the Project are ratified and approved.
16. This Resolution shall take effect immediately.

5

CERTIFICATION OF ADOPTION OF RESOLUTION
The undersigned Clerk of the Board of Supervisors of the County of Campbell, Virginia hereby
certifies that the Resolution set forth above was adopted in an open meeting on October 6, 2026,
by the Board of Supervisors with the following votes:

Aye:

Absent:
Nay:
Abstentions:

Signed this ___ day of October, 2026.

By: ________________________
Clerk, Board of Supervisors

6

FINANCING AGREEMENT
BETWEEN
INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF CAMPBELL, VIRGINIA
AND
COUNTY OF CAMPBELL, VIRGINIA

Dated as of November 1, 2026

TABLE OF CONTENTS
Page

ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION ..............................................1
Section 1.1 Definitions. .......................................................................................................... 1
Section 1.2 Rules of Construction. ......................................................................................... 2
ARTICLE II REPRESENTATIONS ..............................................................................................2
Section 2.1 Representations by Authority. ............................................................................. 2
Section 2.2 Representations by the County. ........................................................................... 3
ARTICLE III [intentionally omitted.] ............................................................................................ 4
ARTICLE IV FINANCING OF PROJECT AND ISSUANCE OF BONDS ................................ 5
Section 4.1 Financing of Project. ............................................................................................5
Section 4.2 Issuance of Bonds; Application of Proceeds of Bonds. .......................................5
Section 4.3 [Reserved]. ...........................................................................................................5
Section 4.4 Additional Bonds. ................................................................................................ 5
Section 4.5 [Reserved]. ...........................................................................................................5
Section 4.6 Disclaimer of Warranty. ...................................................................................... 5
ARTICLE V TERM AND PAYMENT PROVISIONS .................................................................6
Section 5.1 Term of Financing Agreement. ............................................................................6
Section 5.2 Payment of Total Payments. ................................................................................ 6
Section 5.3 Interest upon Default in Total Payments. ............................................................ 6
Section 5.4 Prepayment of Total Payments. ........................................................................... 7
Section 5.5 Payment of Authority and Trustee Expenses. .....................................................7
Section 5.6 Indemnification. ...................................................................................................8
Section 5.7 Nature of Obligations of the County. .................................................................. 9
Section 5.8 Nature of Obligations of Authority. ...................................................................10
Section 5.9 Assignment of Payments by Authority. .............................................................10
Section 5.10 Advances by Authority or Trustee. ....................................................................10
Section 5.11 Trustee’s Rights to Enforce Payment. ............................................................... 10
ARTICLE VI SPECIAL COVENANTS ......................................................................................11
Section 6.1 Covenant Not to Affect Tax-Exempt Status of Bonds. ..................................... 11
Section 6.2 Notice of Appropriation. ....................................................................................11
Section 6.3 County to Perform Duties Under Indenture. ......................................................12
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES .......................................................12
Section 7.1 Events of Default. .............................................................................................. 12
Section 7.2 Remedies. ...........................................................................................................12
Section 7.3 Reinstatement. ................................................................................................... 13
Section 7.4 No Remedy Exclusive. ...................................................................................... 13
Section 7.5 No Additional Waiver Implied by One Waiver. ................................................14
Section 7.6 Attorneys’ Fees, Costs and Expenses and Other Costs and Expenses. ............. 14
ARTICLE VIII TERMINATION OF FINANCING AGREEMENT .......................................... 14
Section 8.1 Termination of Financing Agreement for Non-Appropriation. ......................... 14
Section 8.2 Reinstatement. ................................................................................................... 14
ARTICLE IX MISCELLANEOUS ..............................................................................................15

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Section 9.1
Section 9.2
Section 9.3
Section 9.4
Section 9.5
Section 9.6
Section 9.7
Section 9.8

Successors and Assigns; Third Party Beneficiary. ............................................ 15
Severability. ....................................................................................................... 15
Amendments. ..................................................................................................... 15
Amounts Remaining Under Indenture. ..............................................................15
Governing Law. ................................................................................................. 15
Counterparts. ......................................................................................................15
Notices. .............................................................................................................. 15
Liability of Authority. ........................................................................................16

EXHIBIT A – Basic Payments Schedule

ii

FINANCING AGREEMENT
THIS FINANCING AGREEMENT is made as of November 1, 2026, between the
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF CAMPBELL,
VIRGINIA, a political subdivision of the Commonwealth of Virginia (the “Authority”), and the
COUNTY OF CAMPBELL, VIRGINIA, a political subdivision of the Commonwealth of
Virginia (the “County”).
The Authority was duly created pursuant to the Industrial Development and Revenue Bond
Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the “Act”), for the purpose,
among others, of exercising its powers under the Act with respect to facilities for counties, cities
or towns within the Commonwealth of Virginia.
The Authority has determined pursuant to the Act to assist the County financing (a) the
costs of various County capital projects, including, but not limited to, the design, renovation,
construction and equipping of school facilities, including but not limited to the Altavista Combined
School and related facilities to be used by Campbell County Public Schools and various County
capital improvements identified in the County’s capital improvement plan (together, the
“Project”), and (b) costs of issuing such financing, through the issuance of the Authority’s Public
Facility Revenue Bonds, Series 2026 (the “Bonds”), all as provided under the Act. The Authority
will, pursuant to the Act, provide for the financing of the Project by the issuance of its Bonds
payable from payments to be received from the County pursuant to this Financing Agreement and
from such other moneys as may be made available for such purpose by the County.
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1

Definitions.

All words and terms defined in Article I of the Indenture have the same meanings in this
Financing Agreement. In addition, the following words and terms have the following meanings in
this Financing Agreement unless the context clearly requires otherwise.
“Additional Payments” means the Additional Payments that is payable pursuant to
Section 5.2(b).
“Basic Documents” means the Indenture and this Financing Agreement.
“Basic Payments” means the Basic Payments that is payable pursuant to Section 5.2(a).
“Board” means the Board of Supervisors of the County.
“Bonds” shall have the meaning set forth in the Indenture.
“County” means the County of Campbell, Virginia.
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“Event of Default” or “Default” means any of the events enumerated in Section 7.1.
“Financing Agreement” means this Financing Agreement, dated as of November 1, 2026,
between the Authority and the County, as it may be modified, altered, amended and supplemented
in accordance with its terms and the terms of the Indenture.
“Indenture” means the Indenture of Trust, dated as of November 1, 2026, between the
Authority and the Trustee, as it may be modified, altered, amended and supplemented in
accordance with its terms.
“Payment of the Bonds” means payment in full of the principal of and interest on the
Bonds and any Additional Bonds or provision for such payment as provided in the Indenture.
“Term” means the duration of this Financing Agreement as specified in Section 5.1.
“Total Payments” mean the sum of the Basic Payments and the Additional Payments set
forth in Section 5.2.
“Trustee” means Wilmington Trust, N.A., and its successor or successors under the
Indenture.
“Underwriter” means ______________ as underwriter for the Bonds.
Section 1.2

Rules of Construction.

Except where the context otherwise requires, (i) singular words connote the plural number
as well as the singular and vice versa and (ii) pronouns inferring the masculine gender include the
feminine and neuter genders and vice versa. All references to particular articles or sections are
references to articles or sections of this Financing Agreement unless otherwise indicated. The
headings and Table of Contents in this Financing Agreement are solely for convenience of
reference and do not constitute a part of this Financing Agreement or affect its meaning,
construction or effect.
ARTICLE II
REPRESENTATIONS
Section 2.1

Representations by Authority.

The Authority makes the following representations as the basis for its undertakings under
this Financing Agreement:
(a) The Authority is a political subdivision of the Commonwealth, duly created by the
County by an ordinance adopted by its Board of Supervisors, all pursuant to the Act.

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(b) The undertaking by the Authority to finance the Project, has been authorized, as
required by the Act, by the affirmative vote of a majority of the members of the Authority present
at an open meeting at which a quorum was present and acting throughout.
(c) The Authority (i) has the power to enter into and to carry out its obligations under the
Basic Documents and to issue the Bonds to finance the Project, (ii) by proper action has duly
authorized the execution and delivery of and performance of its obligations under the Basic
Documents and the issuance of the Bonds, and (iii) simultaneously with its execution and delivery
of this Financing Agreement has duly executed and delivered the other Basic Documents and
issued and delivered the Bonds.
(d) The Authority is not in default under or in violation of, and the execution, delivery and
compliance by the Authority with the terms and conditions of, the Basic Documents and the Bonds,
will not conflict with or constitute or result in a default under or violation of, the Act or any other
existing law, rule or regulation applicable to the Authority.
(e) The execution, delivery and compliance by the Authority with the terms and conditions
of the Basic Documents and the Bonds will not conflict with or constitute or result in a default
under or violation of any indenture, mortgage, deed of trust, lien, lease, contract, note, order,
judgment, decree or other agreement, instrument or restriction of any kind to which the Authority
or any of its assets is subject.
(f) No further approval, consent or withholding of objection on the part of any regulatory
body or any federal, state or local official is required in connection with (i) the issuance and
delivery of the Bonds by the Authority, (ii) the execution or delivery of, or compliance by the
Authority with the terms and conditions of, the Basic Documents and the Bonds, or (iii) the pledge
and assignment made by the Authority to the Trustee under Article II of the Indenture, provided
that no representation is made with respect to any federal or state securities or blue sky laws or
regulations.
(g) No litigation, inquiry or investigation of any kind in or by any judicial or administrative
court or agency is pending or, to the Authority’s knowledge, threatened against it with respect to
(i) the creation and existence of the Authority, (ii) its authority to execute and deliver the Basic
Documents and the Bonds, (iii) the validity or enforceability of any of such instruments, (iv) the
title of any officer of the Authority who executed such instruments, or (v) any authority or
proceedings related to the execution and delivery of such instruments on behalf of the Authority
(and no such authority or proceeding has been repealed, revoked, rescinded or amended).
Section 2.2

Representations by the County.

The County makes the following representations as the basis for its undertakings under
this Financing Agreement:
(a) The County is a political subdivision of the Commonwealth.
(b) The County has the power to enter into and to perform its obligations under this
Financing Agreement and the other Basic Documents to which it is a party, and has the power and
authority to construct the Projects, and by proper action has duly authorized the execution and

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delivery of this Financing Agreement and the other Basic Documents to which it is a party and the
undertaking of the obligations therein.
(c) The County is not in default in the payment of the principal of or interest on any of its
indebtedness for borrowed money, has not deferred or terminated or caused the deferment or
termination of any debt instrument or other obligation to pay principal or interest in connection
with any financing by failing to fulfill any County promise or obligation to pay moneys which are
subject to annual appropriation and is not in default under any instrument under and subject to
which any indebtedness or payment obligation has been incurred, and no event has occurred and
is continuing under the provisions of any such agreement that with the lapse of time or the giving
of notice, or both, would constitute such an event of default.
(d) The County is not in default under or in violation of, and the execution, delivery and
compliance by the County with the terms and conditions of this Financing Agreement will not
conflict with, or constitute or result in a default under or violation of, (i) the Act or any other
existing law, rule or regulation applicable to the County or (ii) any indenture, mortgage, deed of
trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or
restriction of any kind to which the County or any of its assets is subject, and no event has occurred
and is continuing that with the lapse of time or the giving of notice, or both, would constitute or
result in such a default or violation.
(e) No further approval, consent or withholding of objection on the part of any regulatory
body or any federal or local official is required in connection with (i) the execution and delivery
of this Financing Agreement and the other Basic Documents to which it is a party, (ii) the
performance by the County of its obligations under this Financing Agreement and the other Basic
Documents to which it is a party, or (iii) the commencement of the Project.
(f) No litigation, inquiry or investigation of any kind or by any judicial or administrative
court or agency is pending or, to the County’s knowledge, threatened against it in which any
liability of the County is not adequately covered by insurance or in which any judgment or order
would have a material adverse effect upon the activities or assets of the County or would affect the
validity or performance of the County’s obligations under this Financing Agreement or the other
Basic Documents to which it is a party.
(g) The Project will provide necessary improvements for essential governmental
operations and services of the County and, therefore, will serve a function which is necessary and
essential to the proper, efficient and economic operation of the County.
(h) The County expects to appropriate in its budget for the Fiscal Year ending June 30,
2027 funds sufficient to pay the amount of Basic Payments and Additional Payments expected to
be due in such fiscal year.
ARTICLE III
[INTENTIONALLY OMITTED.]

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ARTICLE IV
FINANCING OF PROJECT AND ISSUANCE OF BONDS
Section 4.1

Financing of Project.

The Authority agrees to issue the Bonds to finance the Project.
Section 4.2

Issuance of Bonds; Application of Proceeds of Bonds.

In order to provide funds to finance the Project, the proceeds of the Bonds and any
Additional Bonds will be applied as provided in the Indenture.
Section 4.3

[Reserved].

Section 4.4

Additional Bonds.

Upon the request of the County, the Authority may, subject to the terms of the Indenture,
issue Additional Bonds to refund the Bonds or any Additional Bonds.
Section 4.5

[Reserved].

Section 4.6

Disclaimer of Warranty.

The Project has been designed, acquired, constructed and equipped at the County’s request
and by contractors, architects, engineers and suppliers approved by the County in accordance with
plans and specifications approved by the County. THE PARTIES AGREE THAT THE
AUTHORITY, THE TRUSTEE AND THE UNDERWRITER MAKES NO REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
MERCHANTABILITY, CONDITION OR FITNESS OF ANY PORTION OF THE PROJECT
FOR THE COUNTY’S PURPOSES. In the event the County determines that any contractor or
supplier is in default or has breached any representation, warranty or service agreement, the
County, at its own expense, may proceed, either separately or in conjunction with others, to exhaust
all available claims, actions and remedies against such contractor or supplier and against any surety
for the performance of any contracts or the representation, warranty or service agreement and the
recovery of damages arising out of such default. The County may prosecute or defend any such
action or proceeding or take any other appropriate action which the County deems necessary or
desirable in its own name or in the name of the Authority, if required. The proceeds so recovered
will be paid to the County.

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ARTICLE V
TERM AND PAYMENT PROVISIONS
Section 5.1

Term of Financing Agreement.

The Term for this Financing Agreement will commence on the date of issuance and
delivery of the Bonds by the Authority and, unless sooner terminated in accordance with this
Financing Agreement, terminate at the earlier of (i) December 1, 20[__] (provided that all Total
Payments due hereunder have been paid on such date) or (ii) Payment of the Bonds.
Section 5.2

Payment of Total Payments.

(a) The County will pay to the Authority the following Basic Payments on the dates and in
the amounts as follows:
Commencing May 15, 2027 and on each May 15 and November 15 thereafter, the
Basic Payments which constitutes the amounts which, together with any other money available in
the Bond Fund, will equal the principal of and premium, if any, and interest due on the Bonds on
the following June 1 and December 1 as shown on Exhibit A. At the direction of the County
Administrator any amounts on deposit in the respective accounts in the Bond Fund (other than
amounts held for any Series then due), which exceed any accumulated losses from any investment
of such amounts, may be designated for application on any payment date to the payment of
principal of and interest on the Series then due that are payable from such account, and the amount
so designated will be credited to the amounts payable under this subsection on such date.
(b) The County will pay when due, as Additional Payments, (i) such fees as may be agreed
upon in writing by the County and the Trustee, and in the absence of such agreement the reasonable
fees and costs of the Trustee, for services rendered and expenses incurred by it as Trustee under
the Indenture, as bond registrar and as paying agent on the Bonds, including any attorneys’ fees,
costs and expenses incurred by the Trustee and any cost or expense necessary to cancel and
discharge the Indenture upon Payment of the Bonds, and all other amounts which the County has
assumed or agreed in this Financing Agreement to pay, (ii) any amounts due to the Authority for
its expenses, including attorneys fees and costs, and (iii) any amounts required to be paid to the
United States under Section 148(f) of the Code with respect to the Bonds and any Additional
Bonds.
Section 5.3

Interest upon Default in Total Payments.

Any installment of Basic Payments not paid on or before its due date will bear interest
from and after such due date until paid at the rate per annum that will yield the amount necessary
to pay the interest due on the Bonds and any Additional Bonds on the date such interest is due.

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Section 5.4

Prepayment of Total Payments.

(a) So long as all payments then due pursuant to Section 5.2 have been paid, the County
may elect by written notice to the Authority and the Trustee to make from time to time prepayments
of Basic Payments and to purchase Government Obligations or Government Certificates, or to
deposit cash, to be held by the Trustee, the principal of and interest on which (in the case of the
Government Obligations or Government Certificates) at maturity, or the amount of the cash
deposit, as the case may be, will be sufficient (1) if the Series of Bonds have been called for
redemption, to redeem in accordance with the relevant Section of the Indenture all such Series of
Bonds on the date set for such redemption, (2) to pay at maturity all Outstanding Bonds of such
Series, (3) to pay interest accruing on all Bonds of such Series prior to their redemption or payment
at maturity, and (4) to pay to the Trustee its reasonable fees and expenses and any other fees and
expenses for which the County is responsible under this Financing Agreement.
(b) So long as all payments then due pursuant to Section 5.2 have been paid, the County
may elect by written notice to the Authority and the Trustee to make, at any time on or after
December 1, 20[__], prepayments of Basic Payments in an amount equal to the outstanding
principal of the Bonds to be redeemed prior to maturity plus premium, if any, and interest accrued
thereon to the redemption date for such Bonds, which date shall be specified in such notice.
The Authority directs the Trustee to apply any amounts so prepaid to redeem the Bonds
under the provisions of the Indenture on the specified redemption date, if any. In order to exercise
this prepayment right, the County shall, at least forty-five (45) days before the date on which the
redemption is to occur, give written notice to the Authority and the Trustee of the prepayment.
Section 5.5

Payment of Authority and Trustee Expenses.

The County covenants to pay within thirty (30) days after receiving written demand
therefor, an amount sufficient to pay the costs and expenses, including counsel fees, incurred by
the Authority described below as a result of actions taken pursuant to the financing contemplated
by this Financing Agreement:
(a) All costs, fees and expenses incurred by the Authority (including attorney’s fees) in
connection with:
(1) the authorization, issuance and sale of the Bonds (to the extent not paid from
proceeds from the Bonds pursuant to the Indenture); and
(2) prepayment or redemption of the Bonds.
(b) Administrative costs and expenses of the Authority, including the fees of attorneys,
accountants, engineers, appraisers, insurers or consultants, paid or incurred by the Authority by
reason of the Bonds being outstanding or pursuant to requirements of the Basic Documents;
(c) All costs, fees and expenses of the Authority and its counsel, Bond Counsel, and all
other costs, fees and expenses incident to the issuance of the Bonds, including, but not limited to
any costs relating to obtaining ratings and the financing of the Project pursuant to the Indenture;

7

(d) All costs, fees and expenses of surveyors, engineers, architects, appraisers and
accountants employed to make examinations or reports or to render opinions required by the Basic
Documents to the extent not paid from proceeds of the Bonds pursuant to the Indenture;
(e) All costs, fees and expenses payable to the Trustee for (1) services provided under the
Indenture or otherwise in connection with the issuance and delivery of the Bonds, the financing of
the Project or (2) indemnity under the Indenture or this Financing Agreement to the extent not
paid from proceeds of the Bonds pursuant to the Indenture;
(f) All costs incurred in connection with the redemption or purchase of the Bonds;
(g) All amounts which are advanced by the Authority or the Trustee under the authority of
this Financing Agreement or the Indenture for the benefit of the County;
(h) All costs of collection and enforcement, including reasonable attorney’s fees, costs and
expenses, incurred by the Authority or the Trustee in connection with enforcement of the Basic
Documents or other measures taken in obtaining payment of the Bonds or payment of any other
amounts or performance by the County under the Basic Documents; and
(i) Any other payments required to be made pursuant to the Basic Documents.
Payments pursuant to this Section shall be made by the County directly to the persons,
firms or governmental agencies entitled to such payments, or, at the direction of the Authority or
the Trustee, to the Authority or the Trustee as reimbursement therefor, all subject to Section 5.7
hereof.
Section 5.6

Indemnification.

To the extent permitted by law, the County, at all times, shall protect, indemnify and save
harmless the Authority and the Trustee and their directors, officers, employees and agents
(collectively, “Indemnitees”) from and against all liabilities, obligations, claims, damages,
penalties, fines, losses, costs and expenses (including, without limitation, reasonable attorneys’
fees, costs and expenses) for all acts or failure to act (or alleged failure to act) under the Basic
Documents, the issuance, delivery and servicing of the Bonds, including without limitation: (i) all
amounts paid in settlement of any litigation commenced or threatened against the Indemnitees, if
such settlement is effected with the written consent of the County; (ii) all expenses reasonably
incurred in the investigation of, preparation for or defense of any litigation, audit, proceeding or
investigation of any nature whatsoever, commenced or threatened against the County or the
Indemnitees, or any of them; (iii) the full amount of any judgments, penalties, fines, damages,
assessments, indemnities or contributions; (iv) the reasonable fees, costs and expenses of attorneys,
auditors and consultants retained by the Indemnitees or any of them; and (v) any brokerage fees or
commissions arising from the sale of the Bonds, or the collateral security therefor. To the extent
permitted by law, the County hereby agrees to indemnify and hold harmless the Trustee and its
officers, directors, agents and employees from and against any and all costs, claims, liabilities,
losses or damages whatsoever (including reasonable costs and fees of counsel, auditors or other
experts), asserted or arising out of or in connection with the acceptance or administration of the
trusts established pursuant to the Indenture, except costs, claims, liabilities, losses or damages
resulting from the gross negligence or willful misconduct of the Trustee including the reasonable

8

costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself
against any such claim or liability in connection with its exercise or performance of any of its
duties hereunder and of enforcing this indemnification provision. The indemnifications set forth
herein shall survive the termination of this Agreement and/or the resignation or removal of the
Trustee.
The foregoing indemnity shall be effective to the extent of any deductible paid by the
Indemnitees, or any of them, and thereafter only to the extent of any loss that may be sustained by
the Indemnitees in excess of the net proceeds received from any insurance carried with respect to
such loss, and the benefits of this Section shall not inure to any person other than the Indemnitees.
Nothing contained herein shall require the County to indemnify the Authority for any claim or
liability resulting from its gross negligence or willful or wrongful acts or, with respect to the
Trustee, resulting from its gross negligence. The indemnifications provided herein shall survive
the termination of this Financing Agreement, the Payment of the Bonds or the sooner resignation
or removal of the Trustee and shall inure to the benefit of the Trustee’s successors and assigns.
All references in this Section to the Indemnitees shall include their members, directors,
officers, employees and agents.
Section 5.7

Nature of Obligations of the County.

(a) Except as otherwise provided in this Section, the obligation of the County to pay Total
Payments and all other amounts provided for in this Financing Agreement and to perform its
obligations under this Financing Agreement will be absolute and unconditional, subject, however,
to the provisions of paragraph (b) below, and such Total Payments and other amounts will be
payable without any rights of set-off, recoupment or counterclaim that the County might have
against the Authority, the Trustee or any other person.
(b) While recognizing that it is not empowered to make any binding commitment beyond
the current fiscal year of the County, it is the current intention of the Board to make sufficient
annual appropriations during the Term to pay all Total Payments and other amounts required to be
paid by the County under this Financing Agreement. Notwithstanding anything in this Financing
Agreement to the contrary, the County’s obligation to pay the cost and expense of performing its
obligations under this Financing Agreement, including without limitation its obligation to pay all
Total Payments and all other amounts required to be paid by the County under this Financing
Agreement, are subject to and dependent upon appropriations being made from time to time by
the Board for such purpose. The County directs the County Administrator or other officer charged
with the responsibility of preparing the County’s budget to include in the budget for each fiscal
year of the County during the Term a request that the Board appropriate in the fiscal year the
amount of Total Payments and other payments due under this Financing Agreement during such
fiscal year. If, at any time during any fiscal year of the County, the amount appropriated in the
budget of the County for the fiscal year is insufficient to pay when due the Total Payments and
other amounts due under this Financing Agreement, the County Administrator (or other officer
charged with the responsibility of preparing the County’s budget) shall submit to the Board at the
next scheduled meeting of the Board, or as promptly as practicable, but in any event within 30
days, a request for a supplemental appropriation sufficient to cover the deficit. If the amount
appropriated by the County as of July 1 of any fiscal year is insufficient to pay when due the Total
Payments and other amounts due under this Financing Agreement in such fiscal year, the County
9

Administrator (or other officer charged with the responsibility of preparing the County’s budget)
shall submit to the Board within 31 days after giving the notice required by Section 9.7 a request
to the Board to appropriate an amount sufficient to pay the Total Payments and other amounts due
hereunder in such fiscal year.
Section 5.8

Nature of Obligations of Authority.

The cost and expense of the performance by the Authority of any of its obligations under
this Financing Agreement will be limited to the availability of the proceeds of the Bonds issued
for such purposes or any Net Proceeds or from other funds provided by the County for such
purposes.
Section 5.9

Assignment of Payments by Authority.

The County acknowledges that all payments it is to make to the Authority under this
Financing Agreement (except payments under Sections 5.2(b)(ii) and (iii), 5.5, 5.6 and 7.6) are to
be assigned by the Authority to the Trustee pursuant to the Indenture. The County agrees to make
such payments so assigned directly to the Trustee pursuant to the Indenture. The County agrees
to pay to the Trustee at its address set forth in Section 9.7 all payments payable by the County to
the Authority under this Financing Agreement (except payments under Sections 5.2(b)(ii) and (iii),
5.5, 5.6 and 7.6).
Section 5.10 Advances by Authority or Trustee.
If the County fails to make any payment or perform any act required of it under this
Financing Agreement, the Authority or the Trustee, without prior notice to or demand upon the
County and without waiving or releasing any obligation or default, may (but will be under no
obligation to) make the payment or perform the act. All amounts so paid by the Authority or the
Trustee and all costs, fees and expenses so incurred as to such payment and performance will,
together with interest at the lesser of (i) the highest annual rate borne by any of the Bonds or (ii)
the highest amount then allowed by law, be payable by the County as Additional Payments.
Section 5.11 Trustee’s Rights to Enforce Payment.
The County acknowledges and consents to the provisions of Section 9.5 of the Indenture
which permits the Trustee in its name or in the name of the Authority to enforce on behalf of the
Owners of the Bonds all rights of the Authority and all obligations of the County under and
pursuant to this Financing Agreement providing for any payment to be made by the County under
this Financing Agreement.
ARTICLE VI
SPECIAL COVENANTS

Section 6.1

Covenant Not to Affect Tax-Exempt Status of Bonds.

(a) The County agrees that so long as the Bond remain outstanding, it will not take any
10

action nor permit any of its agencies or departments to take any action with respect to the Project
which will adversely affect the exclusion of interest on the Bonds from gross income for purposes
of federal income taxation, including without limitation any action that would result in either (i)
ten percent (five percent or more with respect to unrelated use) or more of the gross proceeds of
the Bonds or the facilities financed by such proceeds being considered as having been used directly
or indirectly in any trade or business carried on by any person other than a governmental unit as
provided in Section 141(b) of the Code and more than ten percent (five percent with respect to
payments derived from unrelated business use) of the debt service on the Bonds being derived
from payments with respect to private business use, or (ii) five percent or more of such proceeds
being considered as having been used directly or indirectly to make or finance loans to any person
other than a governmental unit as provided in Section 141(c) of the Code.
(b) Without limiting the generality of the foregoing, the County will, at its sole expense,
take all action required under Section 148 of the Code and applicable regulations to prevent loss
of the exclusion from federal income taxation of interest on the Bonds, including, but not limited
to (i) paying on behalf of the Authority the “rebate amount” to the United States in accordance
with the “rebate requirement” described in Section 148 of the Code and applicable regulations, (ii)
determining on behalf of the Authority, pursuant to such regulations the “rebate amount” and
retaining records of all such determinations until six years after Payment of the Bonds, and (iii)
complying with any requirements contained in any applicable Treasury Regulations.
(c) Neither the County nor the Authority shall (i) knowingly take any action, or direct the
Trustee’s making any investment or use of the proceeds of any of the Bonds or taking any other
action, which would cause any of the Bonds to be “arbitrage bonds” within the meaning of Section
148 of the Code and the applicable regulations, or (ii) barring unforeseen circumstances, use or
approve the use of the proceeds from the sale of any of the Bonds, otherwise than in accordance
with the Authority’s “non-arbitrage” certificate given immediately before the issuance and
delivery of the Bonds.
Section 6.2

Notice of Appropriation.

The County shall give written notice to the Trustee and the Authority by no later than June
30 of each year, while there remain any of the Bonds Outstanding, if the amount appropriated by
the Board for the Fiscal Year commencing on the immediately succeeding July 1 is insufficient to
make all Total Payments coming due in such Fiscal Year. Such notice shall specify the amount
appropriated by the Board for such purpose and the amount of the deficiency.

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Section 6.3

County to Perform Duties Under Indenture.

The County shall perform in a timely manner all obligations and duties required of or
assigned to it under the terms of the Indenture, subject only to the provisions of Section 5.7 hereof.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1

Events of Default.

An “Event of Default” or a “Default” means, whenever used in this Financing Agreement,
any one or more of the following events:
(i)
failure by the County to pay Basic Payments (unless such failure occurs as
a result of the failure of the Board to appropriate amounts due under this Financing
Agreement or the Indenture, in which case the provisions of Section 8.1 are applicable);
(ii)
failure by the County to pay any other amount due under this Financing
Agreement, other than payments of Basic Payments, which failure continues for a period
of thirty days after notice, specifying the failure and requesting that it be remedied, is given
to the County by the Authority or the Trustee;
(iii)
failure by the County to observe and perform any of its covenants,
conditions or agreements in this Financing Agreement other than as described in (i) or (ii)
directly above, which failure continues for a period of thirty days after notice, specifying
the failure and requesting that it be remedied, is given to the County by the Authority or
the Trustee, unless the Authority or the Trustee agree in writing to an extension of such
time;
(iv)
the entering of an order or decree appointing a receiver for all or any part of
the Project with the consent or acquiescence of the County, or the entering of an order or
decree without the acquiescence or consent of the County, if the order or decree is not
vacated, discharged or stayed within 90 days of its entry.
Notwithstanding the foregoing provisions, a failure by the County to pay any amounts due
under the Financing Agreement, or perform any covenant, condition or agreement resulting from a
failure by the Board to appropriate funds for such purposes, will not be an Event of Default and
the provisions of Section 7.2 hereafter shall not apply. Instead, the provisions set forth in Section
8.1 will apply.
Section 7.2

Remedies.

(a) Whenever any Event of Default has happened and is continuing, any one or more of
the following remedial actions may be taken by the Trustee as assignee of the Authority under
Section 5.9 hereof to the extent that those actions are consistent with the Act and Article X of the
Indenture, provided that either the Authority or the Trustee has given notice of the Event of Default
to the County and the Event of Default has not been cured:
12

(1) the Trustee may terminate the Financing Agreement;
(2) the Trustee may have access to and inspect the County’s records pertaining to
the Project; and
(3) the Trustee may take whatever action at law or in equity may appear necessary
or desirable to collect payments then due or to become due, or to enforce performance and
observance of any obligation or agreement of the County including, without limitation, mandamus.
(b) The Trustee will give notice to the County of the exercise of any of its rights or
remedies under this Section in the manner provided in Section 9.7 and by telephone or telecopy;
provided, however, that failure to give notice by telephone or telecopy will not affect the validity
of the exercise of any right or remedy under this Section.
(c) Any balance of the money collected pursuant to action taken under this Section
remaining after payment of all costs and expenses of collection and amounts due as Additional
Payments will be paid into the Bond Fund for deposit into the account therein for the Series of
Bonds then in default for application to the Payment of the Bonds of such Series then Outstanding
in accordance with the provisions of the Indenture, or, if Payment of the Bonds of such Series has
occurred, to the County.
(d) The Trustee shall take action under this Section if directed by a majority of the Owners
of the principal amount of the Bond then Outstanding.
Section 7.3

Reinstatement.

Notwithstanding the exercise of any remedy granted by Section 7.2, if all arrears of the
principal of and interest on the Bonds which have become due and payable otherwise than by
acceleration, and all other sums payable under the Indenture, except the principal of such Bonds
which by acceleration has become due and payable, if any, have been paid, all other things have
been performed in respect of which there was a default and there has been paid the reasonable fees
and expenses, including administrative expenses, of the Trustee and of the Owners of such Bonds
(including reasonable attorneys’ fees, costs and expenses paid or incurred) and any acceleration
under the Indenture is rescinded, then the Event of Default under this Financing Agreement will
be waived without further action by the Trustee or the Authority. Upon such payment and waiver,
this Financing Agreement will be fully reinstated, as if it had never been terminated.
Section 7.4

No Remedy Exclusive.

No remedy conferred upon or reserved to the Authority or the Trustee in this Financing
Agreement is intended to be exclusive of any other available remedy, but each remedy will be
cumulative and will be in addition to every other remedy given under this Financing Agreement
or now or hereafter existing at law, in equity or by statute. No delay or omission in exercising any
right or power accruing upon any Event of Default will impair or will be construed to be a waiver
of any right or power, but any right and power may be exercised from time to time and as often as
may be deemed expedient. In order to entitle the Authority or the Trustee to exercise any remedy

13

reserved to it in this Article, it will not be necessary to give any notice, other than such notice as
may be expressly required under this Financing Agreement.
Section 7.5

No Additional Waiver Implied by One Waiver.

If any agreement contained in this Financing Agreement should be breached by either party
and thereafter waived by the other party, the waiver will be limited to the particular breach so
waived and will not be deemed to waive any other breach under this Financing Agreement.
Section 7.6

Attorneys’ Fees, Costs and Expenses and Other Costs and Expenses.

The County will on demand pay to the Authority and the Trustee the reasonable fees, costs
and expenses of attorneys and other reasonable costs and expenses incurred by any of them in the
collection of Total Payments, the enforcement of any other obligation of the County or in carrying
out any of their respective obligations under this Financing Agreement and will pay on demand
legal fees, costs and expenses and fees properly incurred in connection with the issuance of the
Bonds.
ARTICLE VIII
TERMINATION OF FINANCING AGREEMENT
Section 8.1

Termination of Financing Agreement for Non-Appropriation.

If the Board fails to appropriate funds for amounts due under this Financing Agreement or
the County cannot observe and perform any covenant or agreement as a result of such nonappropriation, the Trustee on behalf of the Authority, may terminate this Financing Agreement
upon 30 days’ written notice.
Notwithstanding the foregoing paragraph, and for the sake of clarity, any funds lawfully
appropriated for the payment of Basic Payments maturing prior to the termination of this Financing
Agreement shall remain legally payable as Basic Payments hereunder.
Section 8.2

Reinstatement.

Notwithstanding any termination of this Financing Agreement by the Trustee on behalf of
the Authority, in accordance with the provisions of Section 8.1, if all arrears of the principal of
and interest on the Bonds which have become due and payable otherwise than by acceleration,
and all other sums payable under the Indenture, except the principal of such of the Bonds which
by any acceleration has become due and payable, have been paid, all other payments have been
paid including the reasonable fees and expenses, including administrative expenses, of the Trustee
(including reasonable attorneys’ fees, costs and expenses paid or incurred), and any acceleration
under the Indenture is rescinded, and if the County has agreed to pay or provide for the payment
of amounts under this Financing Agreement and if the County observes or performs or agrees to
observe or perform all covenants or agreements on its part to be observed or performed under this
Financing Agreement, this Financing Agreement will be fully reinstated, as if it had never been
terminated.
ARTICLE IX
14

MISCELLANEOUS
Section 9.1

Successors and Assigns; Third Party Beneficiary.

This Financing Agreement is binding upon, inures to the benefit of and is enforceable by
the parties and their respective successors and assigns, subject, however, to the provisions of
Sections 9.1 and 9.2. The Trustee shall be a third-party beneficiary of this Financing Agreement,
and the permissive right of the Trustee to take actions enumerated in this Financing Agreement
shall not be construed as a duty to do so. The Trustee is not answerable for other than its gross
negligence.
Section 9.2

Severability.

If any provision of this Financing Agreement is held invalid by any court of competent
jurisdiction, the holding will not invalidate any other provision.
Section 9.3

Amendments.

This Financing Agreement may not be amended before Payment of the Bonds except as
provided in Article XIII of the Indenture.
Section 9.4

Amounts Remaining Under Indenture.

It is agreed by the parties to this Financing Agreement that any amount with respect to the
Bonds remaining in any fund or account created under the Indenture will, after Payment of the
Bonds, and the fees, charges and expenses of the Trustee and the Authority in accordance with the
Indenture, belong to and be paid to the County.
Section 9.5

Governing Law.

This Financing Agreement will be governed by the laws of the Commonwealth without
regard to its conflicts of laws principles.
Section 9.6

Counterparts.

This Financing Agreement may be simultaneously executed in several counterparts, each
of which will be original and all of which taken together will constitute one and the same
instrument.
Section 9.7

Notices.

Unless otherwise provided in this Financing Agreement, all demands, notices, approvals,
consents, requests, opinions and other communications under this Financing Agreement must be
in writing and will be deemed to have been given when delivered in person, or by FedEx or other
express courier service, or when mailed by registered or certified mail, postage prepaid, addressed
(i) if to the County, at 47 Courthouse Lane, Rustburg, Virginia 24588 (Attention: County
Administrator), (ii) if to the Authority, at c/o County Administration Office, 47 Courthouse Lane,
15

Rustburg, Virginia 24588 (Attention: Chairman) or, (iii) if to the Trustee, at 1 Light Street, 15th
Floor, Baltimore, Maryland 21202, Attention: Corporate Trust Services. A duplicate copy of each
demand, notice, approval, consent, request, opinion or other communication given under this
Financing Agreement by either the Authority or the County to the other will also be given to the
Trustee. The Authority, the County and the Trustee may, by notice given under this Financing
Agreement, designate any additional or different addresses or persons to which subsequent
demands, notices, approvals, consents, requests, opinions or other communications are to be sent.
Section 9.8

Liability of Authority.

Notwithstanding any provision of the Bonds or the Basic Documents to the contrary, the
obligations of the Authority under the Bonds and the Basic Documents are not general obligations
of the Authority but are limited obligations payable solely from the revenues which are specifically
pledged for such purpose. Neither the Bonds nor the Basic Documents will be deemed to create
or constitute a debt or a pledge of the faith and credit of the Commonwealth or any political
subdivision thereof, including the County, and neither the Commonwealth nor any political
subdivision thereof, including the Authority and the County, is obligated to pay the Bonds or the
interest thereon or other costs incident thereto except from the special funds pledged therefor and
the property pledged or mortgaged therefor. The Authority has no taxing power.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties have caused this Financing Agreement to be
executed on their behalf by their duly authorized officers.

INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF CAMPBELL, VIRGINIA

By: ______________________________________
Chairman

COUNTY OF CAMPBELL, VIRGINIA

By: ___________________________________
Chairman, Board of Supervisors

17

EXHIBIT A
BASIC PAYMENTS

A-1

INDENTURE OF TRUST

BETWEEN

INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF CAMPBELL, VIRGINIA

AND

WILMINGTON TRUST, N.A.,
AS TRUSTEE
Dated as of November 1, 2026

[$45,000,000] Public Facility Revenue Bonds, Series 2026

INDENTURE OF TRUST
THIS INDENTURE OF TRUST is made as of the 1st day of November, 2026, between
the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF CAMPBELL,
VIRGINIA, a political subdivision of the Commonwealth of Virginia (the “Authority”), and
WILMINGTON TRUST, N.A., a national banking association duly organized and existing under
the laws of the United States of America, as trustee (the “Trustee”).
R E C I T A LS
The Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of
Virginia of 1950, as amended (the “Act”), authorizes the creation of industrial development
authorities by the several counties, cities and towns in Virginia and empowers such authorities to
acquire, construct, improve, maintain, equip, own, lease and dispose of facilities for use by
commercial, industrial and governmental organizations in the Commonwealth of Virginia to the
end that such authorities may promote industry and develop trade by inducing governmental,
industrial and commercial enterprises to locate in or remain in the Commonwealth of Virginia for
the benefit of the inhabitants of the Commonwealth of Virginia either through the increase of their
commerce or through the promotion of their safety, convenience or prosperity, and further
authorizes any such authority to issue its revenue bonds and notes for the purpose of carrying out
its powers.
At the request of the County of Campbell, Virginia, a political subdivision of the
Commonwealth of Virginia (the “County”) and in order to further the purposes of the Act, the
Authority intends to (a) issue, offer and sell its public facility revenue bonds in an amount of up to
$[45,000,000] (the “Bonds”) to finance the cost of the Project (as hereinafter defined), and (b)
pay costs of issuing the Bonds.
The Authority will enter into a Financing Agreement, dated as of the date hereof, with the
County (the “Financing Agreement”). Under the Financing Agreement, the County undertakes
to make semi-annual payments of Basic Payments, as defined in the Financing Agreement,
commencing on May 15, 2027 and on each May 15 and November 15 thereafter until termination
of the Financing Agreement in accordance with its terms, subject to appropriations being made
from time to time by the County in amounts sufficient to make such payments, all as provided in
the Financing Agreement.
All things necessary to make such Bonds valid, binding and legal limited obligations of
the Authority, when authenticated by the Trustee and issued as provided in this Indenture, and to
constitute this Indenture as a valid and binding agreement securing the payment of the principal
of, premium, if any, and interest on such Bonds issued under this Indenture have been done and
performed. The execution and delivery of this Indenture and the execution and issuance of such
Bonds have in all respects been duly authorized.
The Authority covenants and agrees with the Trustee and with the Owners, from time to
time, of the Bonds, as follows:

1

ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1

Definitions.

The terms set forth below have the following meanings in this Indenture unless the context
clearly requires otherwise:
“2026 Bonds” means the $[45,000,000] Public Facility Revenue Bonds, Series 2026
issued under Section 3.3 hereof in substantially the form set forth in Exhibit A.
“Act” means the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2,
Code of Virginia of 1950, as amended and in force from time to time.
“Additional Bonds” means any bonds issued to refund any of the Bonds or Additional
Bonds pursuant to the terms of a Supplemental Indenture in accordance with this Indenture.
“Authority” means the Industrial Development Authority of the County of Campbell,
Virginia, a political subdivision of the Commonwealth, its successors and assigns.
“Authority Representative” means the Chairman or any person or persons designated to
act on behalf of the Authority by a certificate duly executed by the Chairman and filed with the
Trustee.
“Basic Documents” means the Indenture and the Financing Agreement.
“Basic Payments” means the payments payable by the County under the Financing
Agreement which is equal to the amount of principal and interest due on the Bonds on the principal
and interest payment dates.
“Beneficial Owner” means a Person who owns the beneficial economic interests in a Bond
held in an account for such Beneficial Owner through a Participant, directly or indirectly, in the
Book-Entry System.
“Board of Supervisors” means the Board of Supervisors of the County.
“Bond” or “Bonds” means any of the 2026 Bonds, issued pursuant to this Indenture (not
including Additional Bonds), but does not include any notes, bonds or other evidence of
indebtedness of the Authority issued from time to time under any other indenture, trust agreement,
resolution or similar instrument.
“Bond Counsel” means Sands Anderson PC, Richmond, Virginia, or an attorney or other
firm of attorneys (designated by the County and acceptable to the Trustee and the Authority) of
nationally recognized standing in matters pertaining to the tax-exempt nature of interest on

2

obligations issued by states and their political subdivisions, duly admitted to the practice of law
before the highest court of any state of the United States of America.
“Bond Fund” means the fund established by Section 7.4.
“Bondholder”, “Bond Owner” or “Owner” means the Person in whose name a particular
Bond is registered on the records of the Trustee.
“Book-Entry System” means the system maintained by the Securities Depository
described in Section 3.5 herein.
“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which
commercial banks in the Commonwealth, or the city in which the designated corporate trust office
of the Trustee is located, are authorized by law to close, (iii) a day on which the New York Stock
Exchange is closed, or (iv) such other days as may be specified in a Supplemental Indenture.
“Chairman” means the Chairman or Vice Chairman of the Authority.
“Closing Date” means the date of issuance of the Bonds, November __, 2026.
“Code” means the Internal Revenue Code of 1986, as amended, including applicable
regulations and revenue rulings, and any successor codification.
“Commonwealth” means the Commonwealth of Virginia.
“Cost of Issuance” means the costs incurred with respect to the issuance of the Bonds,
including without limitation, the Trustee’s initial fees and expenses, rating agency fees, if any,
fees and expenses of consultants and attorneys, financial advisors, underwriters, printing costs and
expenses, and fees and expenses of the Authority and the County incurred in connection with the
issuance and sale of the Bonds.
“Cost” or “Cost of the Projects” means the cost of design, construction, renovation,
equipping and improvement of the Projects or any portion thereof, the cost of acquisition of
rights-of-way, franchises, easements and other property rights and interests, the cost of
demolishing, removing or relocating any buildings or structures on land acquired, the cost of all
labor, materials, machinery and equipment, financing charges, the Cost of Issuance, interest on all
Bonds prior to and during construction and, if deemed advisable by the County, for a period not
exceeding one year after completion of such construction, plans, specifications, studies, surveys,
estimates of cost and of revenues, other expenses necessary or incident to determining the
feasibility or practicability of the Projects, administrative expenses, reserves for interest and for
extensions, enlargements, additions and improvements, the cost of acquisition and installation of
furnishings and equipment, such other expenses as may be necessary or incident to the design,
construction, renovation and equipping of the Projects, the financing of such design, construction,
renovation and equipping and the placing of the Projects in operation and such other costs as may
be permitted by the Act.

3

“Counsel” means any attorney or firm of attorneys designated by the County and
acceptable to the Authority and the Trustee, duly admitted to practice law before the highest court
of any state of the United States of America, who may be a full-time employee, director or officer
of the Authority, the County or the Trustee.
“County” means the County of Campbell, Virginia, a political subdivision of the
Commonwealth.
“County Representative” means the Chairman or Vice Chairman of the Board of
Supervisors, the County Administrator, or other County official designated by the Board of
Supervisors in writing to the Trustee.
“Electronic Means” shall mean the following communication methods: e-mail, facsimile
transmission, secure electronic transmission containing applicable authorization codes, passwords
and/or authentication keys issued by the Trustee, or another method or system specified by the
Trustee as available for use in connection with its services hereunder.
“Event of Default” means any Event of Default specified in Section 10.1.
“Financing Agreement” means the Financing Agreement, dated as of the date hereof,
between the Authority and the County, as it may be amended, changed or modified from time to
time.
“Fiscal Year” means the twelve-month period commencing July 1 through the following
June 30, or such other twelve-month period established by the County as its annual accounting
period.
“Government Certificates” mean certificates representing ownership of United States
Treasury bond principal at maturity or coupons for accrued periods of interest, which bonds or
coupons are held in the capacity of custodian and independent of the seller of such certificates by
a bank or trust company that meets the requirements for a Successor Trustee set forth in Section
11.16.
“Government Obligations” mean bonds, notes and other obligations of the United States
of America and securities unconditionally guaranteed as to payment by the United States of
America.
“Indenture” means this Indenture of Trust, between the Authority and the Trustee, relating
to the Bonds, as it may be modified, altered, amended and supplemented from time to time in
accordance with its terms.
“Interest Payment Date” means the semiannual dates on which payments of interest
under the Bonds are due, commencing June 1, 2027 and continuing on each June 1 and December
1 thereafter until maturity.

4

“Net Proceeds” means the gross proceeds of any recovery on any insurance policy or
alternative arrangement or substitute arrangement (including but not limited to any recovery on
any policy of title insurance, but excluding the proceeds of any bond insurance) or condemnation
or eminent domain award remaining after payment of attorneys fees, fees and expenses of the
Trustee and other expenses incurred in the collection of such gross proceeds.
“Opinion of Bond Counsel” means a written opinion of Bond Counsel in form and
substance acceptable to the Trustee.
“Opinion of Counsel” means a written opinion of any Counsel in form and substance
acceptable to the Trustee.
“Outstanding” means, at any date, the aggregate of all Bonds and any Additional Bonds
authorized, issued, authenticated and delivered under this Indenture, except:
(a)
Bonds and any Additional Bonds cancelled or surrendered to the Trustee for
cancellation;
(b)
or 14.2; and

Bonds and Additional Bonds deemed to have been paid as provided in Section 14.1

(c)
Bonds and any Additional Bonds in lieu of or in substitution for which other Bonds
and any Additional Bonds have been authenticated and delivered pursuant to this Indenture unless
proof satisfactory to the Trustee is presented that the Bonds are held by a bona fide Owner.
Bonds and any Additional Bonds which are owned by the Authority will be disregarded
and deemed not to be Outstanding for the purpose of any such determination; provided, however,
that for the purpose of determining whether the Trustee will be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Bonds and any
Additional Bonds which a Responsible Officer of the Trustee actually knows to be so owned will
be so disregarded.
“Participant” means one of the entities which is a member of the Securities Depository
and deposits securities, directly or indirectly, in the Book-Entry System.
“Person” means an individual, a corporation, a partnership, a general partner of a
partnership, an association, a joint stock company, a limited liability company, a trust, any
unincorporated organization, or a governmental unit or its political subdivision.
“Project Fund” means the fund established by Section 7.1.
“Project” means the costs in connection with (a) school facilities, including but not limited
to the Altavista Combined School and related facilities to be used by Campbell County Public
Schools and (b) various County capital improvements identified in the County’s capital
improvement plan.

5

“Record Date” shall mean the 15th day of the month immediately prior to an Interest
Payment Date.
“Responsible Officer” means, when used with respect to the Trustee, any vice president,
assistant vice president or other officer of the Trustee within the corporate trust office specified in
Section 15.5 (or any successor corporate trust office) having direct responsibility for the
administration of this Indenture.
“Revenues” means all revenues, rents and other amounts received by, or on behalf of, the
Authority from or in connection with the Bonds, including without limitation (i) all revenues
received by the Authority under the Financing Agreement (except payments of the fees and
expenses of the Trustee), and (ii) any other amounts pledged to the payment of the Bonds under
the terms of this Indenture including the proceeds of any long-term financing intended to redeem
all or any portion of the Bond.
“Secretary” means the Secretary or Assistant Secretary of the Authority.
“Securities Depository” means The Depository Trust Company, New York, New York,
or its nominee, and its successors and assigns.
“Series” or “Series of Bonds” or “Bonds of such Series” means the Bonds or any
separate series of Additional Bonds issued under this Indenture as it may be modified by any
Supplemental Indenture.
“Supplemental Indenture” means any indenture supplemental to this Indenture duly
executed and delivered in accordance with the provisions of this Indenture.
“Trust Estate” has the meaning specified in Section 2.1.
“Trustee” means Wilmington Trust, N.A., and its successor or successors under this
Indenture.
“Underwriter” means _________________.
Section 1.2

Rules of Construction.

Except where the context otherwise requires, (i) singular words connote the plural number
as well as the singular and vice versa, (ii) words imparting persons include individuals,
corporations, partnerships, general partners of partnerships, associations, limited liability
companies, joint stock companies, trusts, unincorporated organizations, or governmental units or
their political subdivisions, and (iii) pronouns inferring the masculine gender include the feminine
and neuter genders and vice versa. All references to particular articles or sections are references
to articles or sections of this Indenture unless otherwise indicated. The headings and Table of
Contents in this Indenture are solely for convenience of reference and do not constitute a part of
this Indenture or affect its meaning, construction or effect.

6

ARTICLE II
ESTABLISHMENT OF TRUST
Section 2.1

Establishment of Trust.

In order to provide for the payment of the principal of and premium, if any, and interest on
the Bonds, and to secure the performance of all of the obligations of the Authority under the Bonds
and this Indenture, subject to the terms of this Indenture, the Authority pledges, assigns and grants
to the Trustee a security interest in the following (collectively, the “Trust Estate”):
(a)

All of the Revenues;

(b)
All of the Authority’s right, title and interest in and to the Financing Agreement,
including the Basic Payments and other amounts payable thereunder;
(c)
The funds, accounts, moneys and investments held by the Trustee pursuant to the
terms of this Indenture; and
(d)
All other property of any kind mortgaged, pledged or hypothecated by the Authority
or by anyone on its behalf or with its written consent at any time as and for additional security
under this Indenture in favor of the Trustee, which is authorized to receive all such property at any
time and to hold and apply it subject to the terms of this Indenture.
The property described above, which secures the payment of the principal of and premium,
if any, and interest on the Bonds in accordance with the provisions of this Indenture, is to be held
by the Trustee in trust for the equal and proportionate benefit and security of the Owners from
time to time of the Bonds, without preference of any Bond over any other Bond; provided that
moneys in any account or subaccount of the Bond Fund relating to a particular Series of Bonds
shall secure only such Series of Bonds; that moneys in any account or subaccount of the Project
Fund relating to a particular series of Bonds shall secure only such Series of Bonds; that moneys
in any account or subaccount of any debt service reserve fund relating to a particular Series of
Bonds shall secure only such Series of Bonds; and that any municipal bond insurance policy or
debt service reserve policy relating to a particular Series of Bonds shall secure only such Series of
Bonds.
In no event will the Trust Estate include (i) any money or property of the Authority other
than that specifically pledged in this Section or (ii) the general revenues of the Authority or the
County.
ARTICLE III
AUTHORIZATION AND DETAILS OF THE BONDS
Section 3.1

Authority for Indenture.

7

This Indenture has been executed and delivered pursuant to the Act and a resolution
adopted by the Authority on October 15, 2026. The Authority has determined that the execution
of and the transactions contemplated by this Indenture are necessary or convenient in order to carry
out the purposes of the Authority and to exercise the powers granted by the Act and that each
covenant or agreement in this Indenture is reasonable and proper for protecting and enforcing the
rights and remedies of the Owners.
Section 3.2

Indenture Constitutes Contract.

In consideration of the purchase and acceptance of the Bonds by the Owners, the provisions
of this Indenture will be a part of the contract of the Authority with the Owners and will constitute
a contract among the Authority, the Trustee and the Owners from time to time of the Bonds.
Section 3.3

Authorization of the Bonds.

There are authorized to be issued public facility revenue bonds of the Authority designated
“Public Facility Revenue Bonds, Series 2026” in the aggregate principal amount of $[45,000,000].
Section 3.4

Details of the Bonds.

(a)
The 2026 Bonds authorized in Section 3.3 will be designated: “Public Facility
Revenue Bonds, Series 2026,” and will be issued as fully registered bonds, without coupons, in
the form set forth in Exhibit A to this Indenture, with such changes as may be necessary or
appropriate to conform to the terms hereof. The Bonds will be dated as of their date of issuance
November __, 2026), will be issued in denominations of $5,000 or any integral multiple of $5,000,
will be numbered from R-1 upwards, sequentially, and will bear interest at the annual rates set
forth below, payable semiannually on each June 1 and December 1, commencing June 1, 2027,
and will bear interest at the rates and mature in the years and in amounts, subject to prior
redemption, as set forth below:
Maturity
(December 1)

Principal
Amount

8

Interest
Rate

(b)
Each Bond will bear interest from the date of issuance of the Bonds (November __,
2026), if it is authenticated before June 1, 2027 or otherwise from the June 1 or December 1 that
is, or immediately precedes, the date on which the Bond is authenticated (unless the payment of
interest on the Bond is in default, in which case the Bond will bear interest from the date to which
interest has been paid).
Interest on the Bonds will be computed on the basis of a year of 360 days and twelve 30day months.
The principal of and premium, if any, and interest on the Bonds are payable in lawful
money of the United States of America, but only from the Revenues pledged for such purpose
under this Indenture. The principal of and premium, if any, on the Bonds will be payable upon
presentation and surrender of the Bonds at the designated corporate trust office of the Trustee.
Interest on the Bonds will be paid by check or draft mailed by the Trustee on each Interest Payment
Date to the Owners of the Bonds at their addresses as they appear on the registration books of the
Authority maintained by the Trustee, provided that as long as Cede & Co. is the registered owner
of the Bonds, such payment may be made by wire transfer. The registered owners will be
determined as of the most recent Record Date.
Section 3.5

Book-Entry Provisions.

Upon the initial issuance and delivery of the Bonds, the Bonds shall be registered in the
name of the Securities Depository or its nominee, as registered owner of the Bonds, and held in
the custody of the Securities Depository or its designee. A single certificate (or such number of
certificates required by the procedures of the Securities Depository) will be issued for each series
and maturity of Bonds and delivered to the Securities Depository (or its designee) for the Bonds,
and the Beneficial Owners will not receive physical delivery of Bond certificates except as
provided herein. For so long as the Securities Depository shall continue to serve as securities
depository for the Bonds as provided herein, all transfers of beneficial ownership interests will be
made by book-entry only, and no investor or other party purchasing, selling or otherwise
transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate. The
Authority and the Trustee will recognize the Securities Depository or its nominee as the Owner
for all purposes, including notices. For as long as the Bonds are registered in the name of the
Securities Depository or its nominee, any provision of this Indenture requiring the Trustee to give
written notice to Owners of Outstanding Bonds by first class mail shall be deemed satisfied if
substantially equivalent content is delivered by electronic means and the Trustee receives
confirmation of the receipt of such notice (which confirmation may be by electronic means) from
the Securities Depository or its nominee.
The Authority and the Trustee may rely conclusively upon (i) a certificate of the Securities
Depository as to the identity of the Participants in the Book-Entry System with respect to the Bonds

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and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount
of Bonds beneficially owned by, the Beneficial Owners.
Whenever, during the term of the Bonds, the beneficial ownership thereof is determined
by a Book-Entry System at the Securities Depository, the requirements in this Indenture of holding,
delivering or transferring Bonds shall be deemed modified to require the appropriate person to
meet the requirements of the Securities Depository as to registering or transferring the book-entry
Bonds to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds
shall, while the Bonds are in the Book-Entry System, be satisfied by the notation on the books of
the Securities Depository in accordance with applicable state law.
Except as otherwise specifically provided in this Indenture and the Bonds with respect to
the rights of Participants and Beneficial Owners, when a Book-Entry System is in effect, the
Authority and the Trustee may treat the Securities Depository (or its nominee) as the sole and
exclusive owner of the Bonds registered in its name for the purposes of (i) payment of the principal
of and premium, if any, and interest on the Bonds or portion thereof to be redeemed, (ii) giving
any notice permitted or required to be given to Owners under this Indenture, and (iii) the giving of
any direction or consent or the making of any request by the Owners hereunder, and neither the
Authority nor the Trustee shall be affected by any notice to the contrary. Neither the Authority
nor the Trustee will have any responsibility or obligations to the Securities Depository, any
Participant or any Beneficial Owner with respect to (i) the accuracy of any records maintained by
the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by
any Participant of any amount due to any Beneficial Owner in respect of the principal amount or
redemption of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities
Depository or any Participant; (iv) the selection of the Participants or the Beneficial Owners to
receive payment in the event of any partial redemption of the Bonds; or (v) any consent given or
any other action taken by the Securities Depository or any Participant. The Trustee shall pay,
from the Revenues, all principal of and premium, if any, and interest on the Bonds registered in
the name of a nominee of the Securities Depository only to or “upon the order of” the Securities
Depository (as that term is used in the Uniform Commercial Code as adopted in Virginia), and all
such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations
with respect to the principal of and premium, if any, and interest on such Bonds to the extent of
the sum or sums so paid.
The Book-Entry System may be discontinued by the Trustee and the Authority, at the
direction and expense of the County, and the Authority and the Trustee will cause the delivery of
Bond certificates to such Beneficial Owners of the Bonds and registered in the names of such
Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing,
under the following circumstances:
(i)
The Securities Depository determines to discontinue providing its
service with respect to the Bonds and no successor Securities Depository is appointed.
Such a determination may be made at any time by giving 30 days’ notice to the Authority
and the Trustee and discharging its responsibilities with respect thereto under applicable
law.

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(ii)
The County determines not to continue the Book-Entry System through
a Securities Depository.
In the event the Book-Entry System is discontinued, the Trustee shall mail a notice to the
Securities Depository for distribution to the Beneficial Owners stating that the Securities
Depository will no longer serve as securities depository, the procedures for obtaining Bonds and
the provisions of this Indenture which govern the Bonds, including, but not limited to, provisions
regarding authorized denominations, transfer and exchange, principal and interest payment and
other related matters, and the Trustee shall submit a copy of such notice to the Municipal Securities
Rulemaking Board (the “MSRB”) for inclusion in its Electronic Municipal Market Access
database, or any replacement or successor thereof (“EMMA”). Notwithstanding anything to the
contrary herein, the Authority and the County each acknowledge and agree that the Trustee is not
acting as the disclosure/dissemination agent for purposes of Rule 15c2-12 of the Securities
Exchange Act of 1934 in connection with any notice required by this Indenture to be posted with
the MSRB via the EMMA system.
When the Book-Entry System is not in effect, all references herein to the Securities
Depository shall be of no further force or effect and the Trustee shall, at the expense of the County,
issue Bonds directly to the Beneficial Owners.
The Trustee reserves the right to initially issue the Bonds directly to the Beneficial Owners
of the Bonds, at the expense of the County, if the Trustee receives an opinion of Bond Counsel
that determines that use of the Book-Entry System would cause the interest on the Bonds to be
included in gross income of the Owners for federal income tax purposes.
THE AUTHORITY, THE COUNTY AND THE TRUSTEE DISCLAIM ANY
RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR THE BENEFICIAL
OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED
BY THE SECURITIES DEPOSITORY OR ANY PARTICIPANT; (2) THE PAYMENT BY THE
SECURITIES DEPOSITORY OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY
BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON THE BONDS; (3) THE DELIVERY BY THE SECURITIES DEPOSITORY OR
ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS
REQUIRED OR PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN
TO HOLDERS OF BONDS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO
RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS;
OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES
DEPOSITORY AS HOLDER OF BONDS.
Section 3.6

Form of Bonds.

The 2026 Bonds will be issued substantially in the form set forth in Exhibit A to this
Indenture, with such appropriate variations, omissions and insertions as are permitted or required
by this Indenture. There may be endorsed on the Bonds such legend or text as may be necessary
or appropriate to conform to any applicable rules and regulations of any governmental authority
or any usage or requirement of law.

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Section 3.7

Execution of Bonds.

The Bonds will, from time to time, be executed on behalf of the Authority by, or bear the
facsimile signature of, the Chairman, and the corporate seal of the Authority (which may be in
facsimile) will be affixed (or imprinted or reproduced if facsimile) and attested by the manual or
facsimile signature of the Secretary or the Assistant Secretary.
If any officer of the Authority who signed or sealed any of the Bonds, or whose facsimile
signature is on the Bonds, ceases to be an officer of the Authority before the Bonds so signed or
sealed have been actually authenticated by the Trustee or delivered by the Authority, the Bonds
nevertheless may be authenticated, issued and delivered with the same force and effect as though
the person who signed or sealed the Bonds or whose facsimile signature is on the Bonds had not
ceased to be an officer of the Authority. Any Bond may be signed and sealed on behalf of the
Authority by those persons who, at the actual date of the execution of the Bond, are the proper
officers of the Authority, although at the date of the Bond the person was not an officer of the
Authority.
Section 3.8

Authentication of Bonds.

No 2026 Bond will be secured by this Indenture, entitled to its benefits or be valid for any
purpose unless there is endorsed on the Bond the Trustee’s certificate of authentication,
substantially in the form set forth in Exhibit A to this Indenture. The Trustee will authenticate
each Bond with the signature of an authorized officer or employee of the Trustee, but it will not be
necessary for the same person to authenticate all of the Bonds. The certificate on any Bond issued
by the Authority will be conclusive evidence and the only competent evidence that the Bond has
been duly authenticated and delivered under this Indenture.
Section 3.9

Registration, Transfer and Exchange.

The Authority will cause books for the registration and transfer of the Bonds to be kept at
the designated corporate trust office of the Trustee, and the Authority appoints the Trustee as its
registrar and transfer agent to keep the books and to make the registrations and transfers under
such reasonable regulations as the Authority, the County or the Trustee may prescribe.
Upon surrender for transfer or exchange of any Bond at the designated corporate trust office
of the Trustee, the Authority will execute and the Trustee will authenticate and deliver in the name
of the transferee or transferees a new Bond or Bonds of like date, tenor and of any authorized
denomination for the aggregate principal amount which the Owner is entitled to receive, subject
in each case to such reasonable regulations as the Authority or the Trustee may prescribe. All
Bonds presented for transfer, exchange, redemption or payment must be accompanied by a written
instrument or instruments of transfer or authorization for exchange, in form and substance
reasonably satisfactory to the Authority and the Trustee, and upon which the Trustee may
conclusively rely, duly executed by the registered Owner or by the Owner’s duly authorized
attorney-in-fact or legal representative. No Bond may be registered to bearer. Prior to any transfer
of a Bond outside of the Book-Entry System (including, but not limited to, the initial transfer

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outside of the Book-Entry System) the transferor shall provide or cause to be provided to the
Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting
obligations, including without limitation any cost basis reporting obligations under Internal
Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information
provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
New Bonds delivered upon any transfer or exchange will be valid obligations of the
Authority, evidencing the same debt as the Bonds surrendered, and will be secured by this
Indenture and entitled to all of its security and benefits to the same extent as the Bonds surrendered.
Section 3.10 Charges for Exchange or Transfer.
Except as provided in Section 3.12, no charge will be made for any exchange or transfer of
any Bond, but the Authority or the Trustee may require payment by the Owner of any such Bonds,
of a sum sufficient to cover any tax or other governmental charge that may be imposed.
Section 3.11 Temporary Bonds.
Until Bonds in definitive form are ready for delivery, the Authority may execute, and upon
its request in writing, the Trustee will authenticate and deliver in lieu of definitive Bonds and
subject to the same provisions, limitations and conditions, one or more printed, lithographed or
typewritten Bonds in temporary form, in substantially the form set forth in Exhibit A to this
Indenture, with appropriate omissions, variations and insertions.
Section 3.12 Bond Mutilated, Lost, Stolen or Destroyed.
In the event any Outstanding Bond is mutilated, lost, stolen or destroyed, the Authority
may execute, and, upon the Authority’s request in writing, the Trustee will authenticate and
deliver, a new Bond of the same series, principal amount and maturity and of like tenor as the
mutilated, lost, stolen or destroyed Bond in exchange and substitution for such mutilated Bond, or
in lieu of and substitution for such lost, stolen or destroyed Bond. Application for exchange and
substitution of any mutilated, lost, stolen or destroyed Bond will be made to the Trustee at its
designated corporate trust office. Any applicant for a substitute Bond must furnish to the Authority
and the Trustee security or indemnification to their satisfaction. In case of loss, theft or destruction
of a Bond, the applicant must also furnish to the Authority and the Trustee evidence to their
satisfaction of the loss, theft or destruction and of the identity of the applicant, and in case of
mutilation of a Bond, the applicant must surrender the Bond so mutilated for cancellation. The
Authority and the Trustee may charge the Owner their reasonable fees and expenses (including
attorney’s fees, costs and expenses, if any) in connection with the issuance of any substitute Bond.
Notwithstanding the foregoing provisions of this Section, in the event any such Bond has
matured and no default has occurred which is then continuing in the payment of the principal of or
interest on the Bond, the Authority may authorize the payment of the Bond (without surrender
except in the case of a mutilated Bond) instead of issuing a substitute Bond, provided security or
indemnification is furnished as provided in this Section.

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Section 3.13 Cancellation of Bonds.
Any temporary or mutilated Bond surrendered to the Trustee, or any Bond redeemed, or
paid at maturity, or any Bond delivered for transfer, exchange or replacement or purchased
pursuant to instructions from the Authority, will be cancelled and the Trustee will deliver the
cancelled Bond to the Authority or destroy such cancelled Bond in accordance with its policy
regarding same, and, upon request at the expense of the requesting party, deliver a certificate of
destruction thereof to the Authority.
Section 3.14 Legends.
Each Bond shall contain on its face a statement in substantially the form set forth in Exhibit
A to this Indenture to the effect that neither the Authority nor the Commonwealth or any of its
political subdivisions will be obligated to pay the principal of or premium, if any, or interest on
the Bond except from the Revenues pledged therefor and neither the general credit nor taxing
power of the Commonwealth or any of its political subdivisions, including the County, is pledged
to such payment. The Bonds may in addition contain or have endorsed on them such provisions,
specifications and descriptive words not inconsistent with the provisions of the Act and this
Indenture as may be necessary or desirable to comply with custom or otherwise as may be
determined by the Authority or the County before their delivery.
ARTICLE IV
REDEMPTION OF BONDS
Section 4.1

Redemption of Bonds.

The Bonds may be called for redemption only as provided in this Article.
Section 4.2

[RESERVED].

Section 4.3

Optional Redemption.

The 2026 Bonds maturing on or after December 1, 20__ are subject to optional redemption
by the Authority (at the direction of the County), in whole or in part (in $5,000 integrals), at any
time on or after December 1, 20__ at a redemption price of 100% of the principal amount of the
Bonds to be redeemed, plus interest accrued to the redemption date.
Section 4.4

[RESERVED].

Section 4.5

[RESERVED].

Section 4.6

Selection of Bonds for Redemption.

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If less than all of any series of the Bonds are called for optional, they will be called in such
order of maturity as the Authority (at the direction of the County) may determine. The Bonds of
any maturity to be called for redemption will be selected by the Securities Depository in such
manner as it shall deem fair and equitable in its sole discretion and pursuant to its rules and
procedures, in denominations of $5,000 or any whole integral multiple thereof, provided that any
Bond or portion thereof remaining Outstanding shall be in an authorized denomination.
Section 4.7

Notice of Redemption.

In the case of any redemption of Bonds, the Trustee will give in its own name or in the
name of the Authority notice, as provided for in this Section, that Bonds, identified by series and
serial or CUSIP numbers, have been called for redemption, that they will be due and payable on
the date fixed for redemption (specifying the date) upon surrender of the Bonds at the designated
corporate trust office of the Trustee, and that all interest on the Bonds to be redeemed will cease
to accrue on and after such date.
Notice will be sent by electronic transmission, overnight mail, delivered by hand or mailed
by first class mail, postage prepaid, not less than 30 nor more than 60 days before the date fixed
for redemption, to DTC, or, if DTC is no longer serving as securities depository for the Bonds, to
the substitute securities depository, or, if no securities depository then exists, to the respective
registered Owners of the Bonds called for redemption, at their respective addresses as they last
appeared on the registration books maintained by the Trustee. So long as DTC or its nominee is
registered Owner of the Bonds, the Trustee shall not be responsible for sending notices of
redemption to the Beneficial Owners of the Bonds. The receipt of notice will not be a condition
precedent to the redemption.
At the direction of the County, the Trustee may give a notice of redemption prior to a
deposit of redemption moneys if such notice states that the redemption is to be funded with the
proceeds of a refunding bond issue and is conditioned on the deposit of such proceeds. Provided
that moneys are deposited on or before the redemption date, such notice shall be effective when
given. If such proceeds are not available on the redemption date, such Bonds will continue to bear
interest until paid at the same rate they would have borne had they not been called for redemption
and principal will continue to be payable as scheduled. On presentation and surrender of the Bonds
called for redemption at the place or places of payment, such Bonds shall be paid and redeemed.
Section 4.8

Payment of Redeemed Bonds.

If notice of redemption has been given as provided in Section 4.7, the Bonds called for
redemption will be due and payable on the date fixed for redemption at the applicable redemption
price, including accrued interest to the date fixed for redemption. Payment of the redemption price
will be made by the Trustee upon surrender of the Bonds called for redemption. If less than the
full principal amount of a Bond is called for redemption, the Authority will execute and deliver
and the Trustee will authenticate, upon surrender of the Bond, and without charge to the Owner,
Bonds for the unredeemed portion of the principal amount of the Bond so surrendered.

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If any Bond has been duly called for redemption and payment of the principal of and
premium, if any, and unpaid interest accrued to the date fixed for redemption on the Bond has
been made or provided for, then, notwithstanding that the Bond so called for redemption has not
been surrendered for cancellation, interest on the Bond will cease to accrue from the redemption
date, and, from and after the redemption date, the Bond will no longer be entitled to any lien,
benefit or security under this Indenture, and its Owner will have no rights in respect of the Bond
except to receive payment of the principal of and premium, if any, and unpaid interest on the Bond
accrued to the date fixed for redemption of the Bond.
ARTICLE V
ISSUANCE OF BONDS
Section 5.1

Issuance of Bonds.

(a)
The 2026 Bonds will be issued under this Indenture for the purpose of providing
funds to pay Cost of the Project.
(b)
The Authority will not issue any bonds, notes or other evidences of indebtedness or
incur any obligation or indebtedness which will be secured by a pledge of the Revenues except for
the Bonds and any Additional Bonds issued under and in accordance with this Indenture.
(c)
Subject to the restrictions set forth in subsection (b) of this Section, the Authority
reserves the right in its sole discretion and without the consent of the Trustee or any Owner to
issue from time to time bonds, notes and other evidences of indebtedness for any purposes
authorized by the Act.
Section 5.2

Parity of Bonds.

This Indenture constitutes a continuing, irrevocable pledge of the Revenues and other
funds, accounts, moneys, investments and all other property of any kind mortgaged, pledged or
hypothecated of the Authority pledged in Article II to secure payment of the principal of, premium,
if any, and interest on all Bonds which may, from time to time, be executed, authenticated and
delivered under this Indenture. All Bonds and any Additional Bonds will in all respects be equally
and ratably secured under this Indenture without preference, priority or distinction on account of
the actual time or times of their authentication, delivery or maturity, so that all Bonds and any
Additional Bonds at any time outstanding under this Indenture will have the same right, lien and
preference under and by virtue of this Indenture with like effect as if they had all been executed,
authenticated and delivered simultaneously; provided that moneys in any account or subaccount
of the Bond Fund relating to a particular Series of Bonds shall secure only such Series of Bonds;
that moneys in any account or subaccount of the Project Fund relating to a particular series of
Bonds shall secure only such Series of Bonds; that moneys in any account or subaccount of any
debt service reserve fund relating to a particular Series of Bonds shall secure only such Series of
Bonds; and that any municipal bond insurance policy or debt service reserve policy relating to a
particular Series of Bonds shall secure only such Series of Bonds. Nothing in this Indenture will
be construed, however, as (i) requiring that any Additional Bonds bear interest at the same rate or
in the same manner as any other Bonds or any Additional Bonds, have the same, or an earlier or
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later maturity or be subject to the same redemption provisions as any other Bonds or any Additional
Bonds, (ii) prohibiting the Authority from pledging funds or assets of the Authority other than
those pledged under this Indenture, or (iii) prohibiting the Authority from providing for the
termination of the Financing Agreement upon the prepayment of all sums due under it.
Section 5.3

Conditions of Issuing Bonds.

Before the issuance and authentication of the 2026 Bonds by the Trustee, the Authority
will deliver or cause to be delivered to the Trustee the following:
(a)

An original executed counterpart of this Indenture.

(b)
A certified copy of a resolution or resolutions of the Authority authorizing the
execution and delivery of this Indenture and the Financing Agreement and the issuance, sale,
execution and delivery of the Bonds.
(c)
An Opinion or Opinions of Counsel, subject to customary exceptions and
qualifications, substantially to the effect that this Indenture has been duly authorized, executed
and delivered by the Authority.
(d)

An original executed counterpart of the Financing Agreement.

(e)
Certified copies of a resolution of the Board of Supervisors authorizing the
execution and delivery of this Indenture and the Financing Agreement.
(f)
An Opinion or Opinions of Counsel, subject to customary exceptions and
qualifications, substantially to the effect that:
(1)
The Authority has been duly created and is vested with all the rights and
powers conferred by the Act;
(2)
This Indenture delivered pursuant to this Section has been duly authorized,
executed and delivered by the Authority; and
(3)
The Financing Agreement is duly authorized, executed and delivered by the
County and the Authority, and constitutes a valid and binding obligations of the County and the
Authority, enforceable against them in accordance with their terms.
(g)
An opinion or opinions of Bond Counsel, subject to customary exceptions and
qualifications, that the issuance of the 2026 Bonds has been duly authorized, that the 2026 Bonds
are valid and binding limited obligations of the Authority entitled to the benefits and security of
this Indenture and that the interest on the 2026 Bonds is excludable from gross income for purposes
of federal and Commonwealth income taxation.

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(h)
A request and authorization of the Authority, signed by its Chairman, to the Trustee
to authenticate and deliver the 2026 Bonds as directed in the request upon payment to the Trustee
for the account of the Authority of the amount specified in the request.
Section 5.4

Issuance of Additional Bonds.

The Authority may issue Additional Bonds under a Supplemental Indenture for the purpose
of financing the Costs of the Project, or costs of refunding any Bonds or Additional Bonds. The
Authority will not issue any Additional Bonds or other evidences of indebtedness which will be
secured by the Revenues received by the Trustee under the Financing Agreement on a parity basis
with the Bonds or other Additional Bonds unless the Authority has delivered or caused to be
delivered to the Trustee the following:
(a)
An original executed counterpart of a Supplemental Indenture, providing for the
issuance and delivery of the Additional Bonds.
(b)
An original executed counterpart of an amendment to the Financing Agreement
increasing the payments due thereunder to provide for the payment of the principal of and
premium, if any, and interest on the Additional Bonds.
(c)
A certified copy of a resolution or resolutions of the County authorizing the
execution and delivery of the amendment to the Financing Agreement providing for sufficient
payments to pay debt service on all Bonds to be then outstanding (and Additional Bonds to be
issued).
(d)
A certified copy of a resolution or resolutions of the Authority authorizing the
execution and delivery of a Supplemental Indenture, the issuance, sale, execution and delivery of
the Additional Bonds, and the amendment to the Financing Agreement providing for sufficient
payments.
(e)
The opinion of Bond Counsel, subject to customary exceptions and qualifications,
substantially to the effect that the Supplemental Indenture and the amendment to the Financing
Agreement have been duly authorized, executed and delivered by the Authority.
(f)
A certificate signed by the Chairman of the Authority and dated the date of the
issuance of the Additional Bonds, to the effect that upon and immediately following the issuance
of the Additional Bonds, no Event of Default under this Indenture, to such officer’s knowledge,
and no event or condition which, with the giving of notice or lapse of time or both, would become
an Event of Default under this Indenture, will have occurred and be continuing.
(g)
An Opinion or Opinions of Counsel, subject to customary exceptions and
qualifications, substantially to the effect that:
(1)
The Authority has been duly created and is vested with all the rights and
powers conferred by the Act;

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(2)
The Supplemental Indenture delivered pursuant to this Section has been
duly authorized, executed and delivered by the Authority and complies in all respects with the
requirements of this Indenture; and
(3)
The Financing Agreement or any amendment to it delivered in connection
with the issuance of the Additional Bonds is duly authorized, executed and delivered by the County
and the Authority, as appropriate, and constitutes a valid and binding obligation of the County and
the Authority, as appropriate, enforceable against them in accordance with its terms.
(h)
An opinion of Bond Counsel, subject to customary exceptions and qualifications,
that the issuance of the Additional Bonds has been duly authorized, that the Additional Bonds are
valid and binding limited obligations of the Authority entitled to the benefits and security of this
Indenture and that the interest on the Additional Bonds is excludable from gross income for
purposes of federal income taxation or, if interest is not excludable, that the issuance and the
intended use of the proceeds of the Additional Bonds will have no adverse effect on the tax-exempt
status of the interest on any Bonds the interest on which was excludable from gross income when
issued.
(i)
A request and authorization of the Authority, signed by its Chairman, to the Trustee
to authenticate and deliver the Additional Bonds as directed in the request upon payment to the
Trustee for the account of the Authority of the amount specified in the request.
ARTICLE VI
APPLICATION OF BOND PROCEEDS
Section 6.1

Application of Bond Proceeds.

On the date of issuance of the Bonds, the proceeds of the 2026 Bonds ($_______________)
will be applied as follows: $__________ will be deposited to the Cost of Issuance Subaccount to
pay Costs of Issuance in accordance with the closing memorandum (the “Closing Memo”)
received from Davenport & Company LLC, financial advisor to the County) and $___________
will be deposited to the Project Account and then wired on the Closing Date to the State NonArbitrage Program of the Commonwealth of Virginia (“SNAP”) in accordance with the Closing
Memo and used for payment of Cost of the Project.
ARTICLE VII
FUNDS AND ACCOUNTS
Section 7.1

Project Fund.

There is established by the Authority with the Trustee a fund to be designated “Industrial
Development Authority of the County of Campbell, Virginia, 2026 Project Fund” (the “Project
Fund”). The Project Fund shall have a Project Account and a Cost of Issuance Subaccount (the
“Cost of Issuance Subaccount”). As set forth in Section 6.1, $___________ of the proceeds of
the 2026 Bonds will be deposited in the Cost of Issuance Subaccount. The remaining proceeds of

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the 2026 Bonds will be deposited to the Project Account of the Project Fund at closing and then
wired to SNAP on the Closing Date as set forth in Section 6.1 and the Closing Memo.
Notwithstanding anything in this Indenture to the contrary, the Authority and Trustee acknowledge
that the Trustee shall have no duty to monitor any proceeds of the 2026 Bonds deposited to SNAP
or other account or requisitioned therefrom.
Funds will be disbursed from the Cost of Issuance Subaccount on or around the Closing
Date in accordance with the directions of the County Representative set forth in the Closing Memo.
Any additional disbursements from the Cost of Issuance Subaccount shall be made only upon a
written disbursement request by the County Representative to the extent remaining funds are
available in such subaccount. Any funds remaining in the Cost of Issuance Subaccount on the
date 90 days after the Closing Date ([90 DAYS POST-CLOSING]) shall be transferred to SNAP
using the same instructions as the wire from the Project Account on the Closing Date.
Section 7.2

Bond Fund.

There is established by the Authority with the Trustee a fund to be designated “Industrial
Development Authority of the County of Campbell, Virginia, 2026 Bond Fund” (the “Bond
Fund”). The Bond Fund shall have an Interest Subaccount and a Principal Subaccount. The
Trustee will deposit in the Bond Fund the following:
(a)

Any amounts transferred from any fund hereunder, for deposit in the Bond Fund;

(b)
All payments of Basic Payments received by the Trustee under the Financing
Agreement (excluding any payments of the Authority’s or the Trustee’s fees and expenses and
excluding any Basic Payments to restore any debt service reserve requirement in any debt service
reserve account established for any Additional Bonds);
(c)

All prepayments made under the Financing Agreement as directed by County;

(d)

Net Proceeds which will be used to prepay the Bonds; and

(e)

Any other amounts authorized to be deposited in the Bond Fund.

The Trustee shall deposit payments of Basic Payments and any other moneys received by
the Trustee for the payment of debt service on the Bonds, first, into the Interest Subaccount of the
Bond Fund and, then, into the Principal Subaccount of the Bond Fund.
The Trustee will use the money deposited in the Bond Fund to pay when due the principal
of and premium, if any, and interest on the Bonds then Outstanding and to redeem or purchase
Bonds in accordance with the redemption provisions of the Bonds and this Indenture. The Trustee
will make each deposit of money described in subsections (a), (c) and (d) in a separate special
account in the Bond Fund and will use such money at the direction of the County (i) to redeem
Bonds, or (ii) in such other manner permitted under this Indenture.

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Five (5) days before each Interest Payment Date and five (5) days before the maturity of
the Bonds, the Trustee will determine if it has sufficient amounts on deposit in the appropriate
accounts of the Bond Fund and available for such purpose to make the next ensuing principal or
interest payment on the Bonds when due. If the amounts available in the appropriate accounts of
the Bond Fund are insufficient for such purpose, the Trustee promptly will give notice of this fact
and the amount of the deficiency to the Authority and the County.
Section 7.3

Accounts Within Funds.

The Trustee, at the written direction of the County or the Authority, will create accounts or
subaccounts within any fund established by this Indenture and deposit amounts transferred to such
fund in accounts or subaccounts therein as directed in writing by the County or the Authority. In
making transfers from any such fund, the Trustee will draw on accounts or subaccounts therein as
directed in writing by the County or the Authority so long as required transfers can be made
consistently with such directions.
Section 7.4

[RESERVED].

Section 7.5

Money to be Held in Trust.

All money required to be deposited with or paid to the Trustee for the account of any fund
or account under this Indenture will be held by the Trustee in trust, and, except for money deposited
with or paid to the Trustee for the redemption of Bonds, notice of the redemption of which has
been duly given, will, while held by the Trustee, be subject to the lien or security interest created
by this Indenture.
Section 7.6

Discharge of Liability.

In the event the principal of any Bond becomes due, either at maturity or at the date fixed
for its redemption or otherwise, if money sufficient to pay the Bonds in full is on deposit in trust
with the Trustee for the benefit of the Owners, all liability of the Authority to the Owners for the
payment of the Bonds will cease and be completely discharged, and it will be the duty of the
Trustee to hold such funds, without liability for interest on them, for the benefit of the Owner of
the Bonds who, except as provided in the following paragraph, will thereafter be restricted
exclusively to such funds for any claim of whatever nature under this Indenture or on, or with
respect to, such Bonds.
Notwithstanding the foregoing, any money so deposited with and held by the Trustee and
not applied to the payment of Bonds within five years after the date on which the payment became
due will be repaid by the Trustee to the County. Thereafter, Owners will be entitled to look only
to the County as unsecured creditors for payment, and then only to the extent of the amount so
repaid, and the Authority and the County will not be liable for any interest on, and will not be
regarded as a trustee of, the money. The Trustee will have no further responsibility for such funds
once paid to the County.

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ARTICLE VIII
INVESTMENT OF FUNDS
Section 8.1

Investment of Funds.

(a)
Any money held in any funds and accounts established by this Indenture, except
the Bond Fund may be separately invested and reinvested by the Trustee, at the request of and as
directed in writing by a County Representative, in any of the following investments which are at
the time legal investments for public funds under the Investment of Public Funds Act (Chapter 45,
Title 2.2, Code of Virginia of 1950; as amended, the “Investment Act”), or any subsequent
provision of law applicable to such investments:
(1)
Notes, bonds and other evidences of indebtedness to which the full faith
and credit of the Commonwealth is pledged for the payment of principal and interest or which are
unconditionally guaranteed as to the payment of principal and interest by the Commonwealth
which are rated in one of the two highest debt rating categories by Fitch, Inc. (“Fitch”), Moody’s
Investors Service, Inc. (“Moody’s”) and S&P Global Ratings (“S&P”), without regard to any
refinement or gradation of such rating category by numerical modifier or otherwise;
(2)

Government Obligations;

(3)

Government Certificates;

(4)
Notes, bonds and other evidences of indebtedness of any county, city, town,
district, authority or other public body of the Commonwealth which are rated in one of the two
highest long-term debt rating categories by Fitch, Moody’s and S&P, without regard to any
refinement or gradation of such rating category by numerical modifier or otherwise;
(5)
Savings accounts, time deposits, certificates of deposit and other deposit
product in any bank, including the Trustee and its affiliates, or savings and loan association within
the Commonwealth, provided that the funds are secured by the Federal Deposit Insurance
Corporation and in the manner required by the Virginia Security for Public Deposits Act or any
successor legislation and no deposit will be made for more than five years and provided further
that if any such savings account, time deposit, certificate of deposit or deposit product is not
insured by the Federal Deposit Insurance Corporation, such bank or savings and loan association
shall be rated A-1+ or better by S&P and any such uninsured certificate of deposit shall be secured
by collateral described in (2) and (3) above and shall have a maturity of one year or less;
(6)
Obligations of the Farmers Home Administration or its successor agency or
agencies, the General Services Administration, the United States Maritime Administration, the
Government National Mortgage Association, the Department of Housing and Urban Development,
and the Federal Housing Administration, provided such obligations represent the full faith and
credit of the United States;
(7)
Notes, bonds or other evidences of indebtedness of the Federal National
Mortgage Association, the Federal Farm Credit Bank, the Federal Home Loan Bank or the Federal
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Home Loan Mortgage Corporation which are rated in the highest debt rating category by Moody’s
and S&P, without regard to any refinement or gradation of such rating category by numerical
modifier or otherwise;
(8)
Commercial paper issued by corporations, including banks and bank
holding companies, organized under the laws of the United States or any state which is rated by
Moody’s within its Moody’s rating of prime 1 and by S&P within its rating of A-1+ or better, and
which matures not more than 270 days after the date of its purchase;
(9)
Bankers’ acceptances with a maximum term of one year, as permitted by
the Investment Act, with any bank with an unsecured, uninsured and unguaranteed obligation
rating of “Prime-1” or “A3” or better by Moody’s and “A-1+” by S&P; and
(10)

Money market funds rated AAAm or AAAm-G by S&P;

(11)

The Virginia State Non-Arbitrage Program; and

(12) Such other investments as may be permitted by the Investment Act and rated
at least investment grade by Moody’s and S&P.
(b)
Any money held by the Trustee in the Bond Fund or any debt service reserve
account will be separately invested and reinvested by the Trustee, at the request of and as directed
in writing by a County Representative, in investments described in subsections (1), (2), (3), (4)
and (5) of Section 8.1(a), which are at the time legal investments for public sinking funds under
the Investment Act, or any subsequent provisions of law applicable to such investments.
(c)
Any investments described in subsections 8.1 (a)(2), (a)(3), (a)(6) and (a)(7) may
be purchased by the Trustee pursuant to a repurchase agreement with any bank, savings institution
or trust company, excluding the Trustee and its affiliates, which is rated “A” or better by Moody’s
and S&P and which is insured by the Federal Deposit Insurance Corporation, or with any brokerdealer with retail customers which falls under the Securities Investors Protection Corporation
(“SIPC”) protection provided that in the case of any repurchase agreement with a broker-dealer,
the broker-dealer shall have a short-term rating of A or better from Moody’s and S&P. Such
repurchase agreement will be considered a purchase of the investments even if title to and/or
possession of the investments is not transferred to the Trustee so long as (i) the repurchase
obligation of the bank or broker-dealer is collateralized by the investments themselves, (ii) the
investments have a fair market value determined at least once every seven days at least equal to
103% of the amount invested in the repurchase agreement plus accrued interest, and any failure to
maintain the fair market value of the investments at such level will require the Trustee to give
notice to the other party to the agreement to correct the deficiency and if not corrected within two
days to liquidate the collateral, (iii) the investments are held by the Trustee or an agent acting for
the Trustee, (iv) the investments are not subject to liens or claims of third parties and in the case
of a SIPC broker-dealer was not acquired pursuant to a repurchase agreement (“repo”) or reverse
repo, and (v) a perfected security interest under the Uniform Commercial Code of Virginia or book
entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq., as amended, in
the investments is created in the name of the Trustee for the benefit of the Owners.

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(d)
Investment in a money market fund or in the shares of any other management type
investment company registered under the Investment Company Act of 1940, as amended, whose
shares are registered under the Federal Securities Act of 1933, as amended, (including those for
which the Trustee or an affiliate receives and retains a fee for services provided to the fund,
whether as a custodian, transfer agent, investment advisor or otherwise), the investments of which
fund or company are exclusively in obligations or securities described in subsections (2), (3) or
(6) of Section 8.1(a), will be considered investments in obligations described in subsections (2),
(3) or (6) of Section 8.1(a) provided that any such fund or company is rated AAAm-G, AAAM, or
AAm by S&P.
(e)
All investments and the earnings thereon will be held by or under the control of the
Trustee and while so held will be deemed a part of the fund or account in which the money was
originally held. The Trustee will sell and reduce to cash a sufficient amount of investments
whenever the cash balance in any fund or account is insufficient for its purposes.
(f)
Although the Authority and the County each recognize that it may obtain a broker
confirmation or written statement containing comparable information at no additional cost, the
Authority and the County each agree that confirmations of permitted investments are not required
to be issued by the Trustee for each month in which a monthly statement is rendered or otherwise
made available by the Trustee and that no statement need be rendered for any fund or account if
no activity occurred in such fund or account during such month.
(g)
The Trustee shall conclusively rely upon the County Representative’s written
instructions as to both the suitability and legality of all directed investments. Ratings of
investments shall be determined at the time of purchase of such investments and without regard to
ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of
investments after the initial purchase of such investments. The Trustee shall not be liable for the
making of any investment authorized by the provisions of this Article in the manner provided in
this Article or for any loss resulting from any such investment so made, except for its own willful
misconduct or breach of trust.
Section 8.2

Security for Deposits.

All money held in the funds created by this Indenture which are on deposit with any bank
will be continuously secured in the manner required by the Virginia Security for Public Deposits
Act or any successor provision of law.

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Section 8.3

Investments through Trustee’s Bond Department.

The Trustee may make investments permitted by Section 8.1 through its own bond or
securities department or commercial banking department or those of its affiliates, (and may charge
its ordinary and customary fees for such trades, including investment maintenance fees) and may
invest in its money market funds provided such funds satisfy the requirements of Section 8.1.
Section 8.4

Valuation of Investments.

In computing the amount in any fund created by this Indenture, obligations will be valued
at their cost or market value, whichever is lower, plus any accrued interest. Amounts in any debt
service reserve fund established for any Additional Bonds will be valued as provided in the
applicable Supplemental Indenture.
ARTICLE IX
GENERAL COVENANTS OF THE AUTHORITY
Section 9.1

Payment of Bonds.

The Authority will promptly pay the principal of and premium, if any, and interest on every
Bond issued under and secured by this Indenture at the places, on the dates and in the manner
specified in this Indenture and the Bonds; provided, however, that such obligations are limited
obligations of the Authority and are payable solely from the Revenues and other property pledged
and assigned by this Indenture to secure payment of the Bonds. Neither the faith and credit of the
Commonwealth nor the faith and credit of any of its political subdivisions (including the Authority
and the County) are pledged to the payment of the principal of or premium, if any, or interest on
any Bond. The Bonds are not a debt of the Commonwealth of Virginia or any of its political
subdivisions including the County, other than the Authority, and neither the Commonwealth of
Virginia nor any of its political subdivisions other than the Authority will be liable on them. The
Bonds will not directly, indirectly or contingently obligate the Commonwealth or any of its
political subdivisions (including the Authority and the County) to levy any taxes or make any
appropriations for the payment of the Bonds.
Section 9.2

Covenants and Representations of Authority.

The Authority will faithfully observe and perform all of its covenants, conditions and
agreements contained in this Indenture and in every Bond executed, authenticated and delivered
under this Indenture; provided, however, that the liability of the Authority under any such
covenant, condition or agreement for any default or breach by the Authority is limited solely to
and will be satisfied solely from the sources of payment described in Section 9.1. The Authority
represents that (i) it is duly authorized under the Constitution and laws of the Commonwealth,
including particularly and without limitation the Act, to issue the Bonds and to execute this
Indenture, to enter into the Financing Agreement and to pledge the Revenues and funds in the
manner and to the extent set forth in this Indenture; (ii) all action on its part necessary for the

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execution and delivery of this Indenture has been duly and effectively taken; and (iii) the Bonds in
the hands of the Owners are and will be valid and enforceable limited obligations of the Authority.
Section 9.3

Benefits to Owners.

The Authority covenants that all payments under the Financing Agreement (other than
payments for the fees and expenses of the Trustee and the expenses of the Authority) shall inure
to the benefit of the Owners of any of the Bonds, and the Authority further agrees that it will not
make or consent to any change or modification of the Financing Agreement which would reduce
the payments, fees or charges of the County thereunder, extend the time for payment provided
therein, nor permit any change which would reduce the required payments under the Financing
Agreement to the Authority available for payment of the Bonds, except as herein and in the
Financing Agreement provided.
Section 9.4

Covenants with Respect to Financing Agreement.

The Authority agrees that it will not suffer, permit or take any action or fail to take any
action that may result in the termination or cancellation of the Financing Agreement by the County.
The Authority also agrees that it will fulfill its obligations, and will require the County to perform
its or their duties and obligations, as the case may be, under the Financing Agreement and that it
will not agree to any abatement, reduction, abrogation, waiver, diminution or other modification
of the obligation of the County to make any Basic Payments payment and to meet any of its
obligations under the Financing Agreement, except as provided in this Indenture. The Authority
further agrees that it will promptly notify the Trustee, in writing, of any actual or alleged event of
default under the Financing Agreement and will notify the Trustee, in writing, at least thirty days
before the proposed effective date of any proposed termination or cancellation of the Financing
Agreement.
Section 9.5

Trustee May Enforce Authority’s Rights to Revenues.

The Trustee, subject to the provisions of the Financing Agreement and this Indenture
reserving certain rights to the Authority and respecting actions by the Trustee in its name or in the
name of the Authority, may enforce for and on behalf of the Owners all rights of the Authority and
all obligations of the County under and pursuant to the Financing Agreement providing for, among
other rights, the delivery and receipt of Revenues whether or not the Authority is in default under
this Indenture.
Section 9.6

Further Assurances.

The Authority will execute, acknowledge and deliver any indentures supplemental hereto
and other acts, instruments and transfers as the Trustee may reasonably require for the better
assuring, transferring, conveying, pledging and assigning to the Trustee of all the rights and funds
assigned by this Indenture to secure the payment of the principal of, premium, if any, and interest
on the Bonds. The Authority will cooperate with the County in causing any necessary financing
statements relating to the Revenues, if required, to be executed and filed in all appropriate offices
from time to time and will cause the financing statements and instruments of further assurance to

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be recorded and filed in such manner and in such places as are required by law in order to preserve
and protect the rights and security of the Owners and will deliver copies thereof to the Trustee.
The Authority will fully cooperate with the Trustee and the Owners in protecting the rights and
security of the Owners. The Trustee is authorized to enter into agreements at the written direction
of the Authority for the purpose of disclaiming any interest of the Owners in other assets of the
Authority not pledged in this Indenture.
To help the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify and record information that identifies
each person who opens an account. For a non-individual person such as a business entity, a charity,
a Trust or other legal entity the Trustee will ask for documentation to verify its formation and
existence as a legal entity. The Trustee may also ask to see financial statements, licenses, and
identification and authorization documents from individuals claiming authority to represent the
entity or other relevant documentation.
Section 9.7

[RESERVED].

Section 9.8

Prohibited Activities.

The Authority will not knowingly take any action, or approve the Trustee’s making any
investment or use of the proceeds of the Bonds, which would cause any Bond to be an “arbitrage
bond” within the meaning of Section 148 of the Code. The Authority will not engage in any
activities or take any action which might result in the income of the Authority becoming taxable
by any governmental entity or take any other action which might result in the interest on the Bonds
becoming includable in the gross income of the recipients thereof for purposes of federal income
taxation.
ARTICLE X
DEFAULTS AND REMEDIES
Section 10.1 Events of Default.
Each of the following shall constitute an Event of Default:
(a)

Payment of interest on any Bond is not made when due and payable;

(b)
Payment of the principal of or premium, if any, on any Bond is not made when due
and payable;
(c)
Subject to Section 10.11, default in the observance or performance of any other
covenant, condition or agreement on the part of the Authority under this Indenture or in the Bonds;
(d)
Appointment by a court of competent jurisdiction of a receiver for all or any
substantial part of the Revenues and other funds of the Authority pledged pursuant to this
Indenture, or approval by a court of competent jurisdiction of any petition for reorganization of

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the Authority or rearrangement or readjustment of the obligations of the Authority under
provisions of any applicable bankruptcy or insolvency law; or
(e)
Agreement.

The occurrence and continuation of an “Event of Default” under the Financing

Section 10.2 [RESERVED].
Section 10.3 Other Remedies; Rights of Bondholders.
Upon the happening and continuance of an Event of Default, the Trustee may, with or
without action under Section 10.2, pursue any available remedy, at law or in equity, to enforce the
payment of the principal of and interest on the Bonds, as applicable, to enforce any covenant or
condition under the Financing Agreement or this Indenture, or to remedy any Event of Default.
Upon the happening and continuance of an Event of Default, and if requested in writing by
the Owners of at least twenty-five percent (25%) in aggregate principal amount of the Bonds then
Outstanding and having been indemnified as provided in Section 11.7, the Trustee will exercise
such of the rights and powers conferred by this Section and by Section 10.2 as the Trustee, being
advised by Counsel, and at the written direction of the Owners, deems most effective to enforce
and protect the interests of the Owners.
Section 10.4 Effect of Discontinuance or Abandonment.
If any proceeding taken by the Trustee on account of any default is discontinued or
abandoned for any reason, or is determined adversely to the Trustee, the Authority, the Trustee
and the Owners will be restored to their former positions and rights under this Indenture and all
rights, remedies and powers of the Trustee will continue as though no such proceeding had been
taken.
Section 10.5 Rights of Owners.
Anything in this Indenture to the contrary notwithstanding, upon the happening and
continuance of any Event of Default, the Owners of a majority in aggregate principal amount of
the Bonds then Outstanding have the right, upon providing the Trustee security and indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be incurred, by an
instrument in writing executed and delivered to the Trustee, to direct the method and place of
conducting all remedial proceedings to be taken by the Trustee under this Indenture.
Section 10.6 Restriction on Owner’s Action.
In addition to the other restrictions on the rights of Owners to request action upon the
occurrence of an Event of Default and to enforce remedies set forth in this Article, no Owner of
any of the Bonds has any right to institute any suit, action or proceeding in equity or at law for the
enforcement of this Indenture or any remedy under this Indenture or the Bonds, unless (i) the
Owner previously has given to the Trustee written notice of an Event of Default; (ii) the Owners

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of a majority in aggregate principal amount of Bonds then Outstanding have made written request
of the Trustee to institute any such suit, action, proceeding or other remedy, after the right to
exercise such powers or rights of action, as the case may be, has accrued, and has afforded the
Trustee a reasonable opportunity either to proceed to exercise the powers granted in this Indenture,
or to institute such action, suit or proceeding in its or their name; (iii) there has been offered to the
Trustee security and indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred; and (iv) the Trustee has not complied with the request within a reasonable
time. Such notification, request and offer of indemnity are declared in every case, at the option of
the Trustee, to be conditions precedent to the execution of the trusts of this Indenture or for any
other remedy under this Indenture. It is intended that no one or more Owners of the Bonds secured
by this Indenture will have any right to affect, disturb or prejudice the security of this Indenture,
or to enforce any right under this Indenture or the Bonds, except in the manner provided for in this
Indenture, and that all proceedings at law or in equity will be instituted and maintained in the
manner provided in this Indenture and for the benefit of all Owners of Outstanding Bonds. Nothing
in this Indenture affects or impairs the right of the Owners individually to enforce payment of the
Bonds, as applicable, in accordance with their terms.
Section 10.7 Power of Trustee to Enforce.
All rights of action under this Indenture or under any of the Bonds secured by this Indenture
which are enforceable by the Trustee may be enforced by it without the possession of any of the
Bonds, or their production at the trial or other related proceedings, and any suit, action or
proceedings instituted by the Trustee will be brought in its own name, as trustee, for the equal and
ratable benefit of the Owners of the Bonds, subject to the provisions of this Indenture. When the
Trustee incurs costs or expenses (including legal fees, costs and expenses) or renders services after
the occurrence of an Event of Default, such costs and expenses and the compensation for such
services are intended to constitute expenses of administration under any federal or state
bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.
Section 10.8 Remedies Not Exclusive.
No remedy in this Indenture conferred upon or reserved to the Trustee or to the Owners is
intended to be exclusive of any other remedy, and each remedy is cumulative and in addition to
every other remedy given under this Indenture or now or hereafter existing at law, in equity or by
statute.

Section 10.9 Waiver of Events of Default; Effect of Waiver.
The Trustee will waive any Event of Default and its consequences and rescind any
declaration of acceleration, if any, upon the written request of the Owners of a majority in
aggregate principal amount of all Outstanding Bonds. If any Event of Default with respect to the
Bonds has been waived as provided in this Indenture, the Trustee will promptly give written notice
of the waiver to the Authority and by first class mail, postage prepaid, to all Owners of Outstanding
Bonds if such Owners had previously been given notice of the Event of Default. No such waiver,

29

rescission and annulment will extend to or affect any subsequent Event of Default or impair any
right, power or remedy available under this Indenture.
No delay or omission of the Trustee or of any Owner to exercise any right, power or remedy
accruing upon any default or Event of Default will impair any right, power or remedy or will be
construed to be a waiver of or acquiescence in any such default or Event of Default. Every right,
power and remedy given by this Article to the Trustee and to the Owners, respectively, may be
exercised from time to time and as often as may be deemed expedient.
Section 10.10 Application of Money.
Any money received by the Trustee pursuant to this Article will, after payment of the costs
and expenses of the proceedings resulting in the collection of the money, the expenses, liabilities
and advances incurred or made by the Trustee and the fees of the Trustee, be deposited in the Bond
Fund and applied as follows:
(a)
Unless the principal of all of the Outstanding Bonds is due and payable, the money
will be applied,
First - To the payment of the persons entitled to it of all installments of interest
then due on the Bonds; if the money available is not sufficient to pay in full any particular
installment, the payment will be made ratably, according to the amounts due on such installment,
to the persons entitled to it, without any discrimination or privilege;
Second - To the payment of the persons entitled to it of the unpaid principal of any
of the Bonds which have become due (other than Bonds matured or called for redemption for the
payment of which money is held pursuant to the provisions of this Indenture), and if the amount
available is not sufficient to pay in full such Bonds, the payment will be made ratably, to the
persons entitled to it without any discrimination or privilege; and
Third - To be held for the payment to the persons entitled to it when due of the
principal of and interest on the Bonds, which may thereafter become due either at maturity or upon
call for redemption before maturity and, if the amount available is not sufficient to pay in full such
Bonds, due on any particular date, together with interest then due and owing, the payment will be
made ratably, according to the amount of principal due on such date, to the persons entitled to it,
without any discrimination or privilege.
(b)
If the principal of all of the Outstanding Bonds is due and payable, the money will
be applied to the payment of the principal of and interest then due and unpaid on the Outstanding
Bonds, without preference or priority of any principal over interest or interest over principal or of
any installment of interest over any other installment of interest, or of any such Outstanding Bond
over any other Outstanding Bond, ratably, according to the amounts due respectively for principal
and interest, to the persons entitled to it, without any discrimination or preference except as to any
difference in the respective amounts of interest specified in the Outstanding Bonds.

30

Whenever money is to be applied pursuant to the provisions of this Section, the money
will be applied at such times, and from time to time, as the Trustee determines, having due regard
to the amount of money available and the likelihood of additional money becoming available in
the future. If subsection (b) of this Section is applicable, the Trustee will apply immediately to the
payment of the Bonds any money it receives under this Article. Whenever the Trustee applies
such money, it will fix the date upon which the application is to be made, and interest will cease
to accrue on the amount of principal to be paid on such date. The Trustee will give, by mailing by
first class mail, such notice as it deems appropriate of the deposit with it of any money and of the
fixing of any such date.
Section 10.11 Notice of Certain Defaults; Opportunity to Cure Such Defaults.
Anything in this Indenture to the contrary notwithstanding, no default under subsection (c)
of Section 10.1 will constitute an Event of Default until actual notice of the default is given to the
Authority and the County by the Trustee or by the Owners of not less than twenty-five percent in
aggregate principal amount of all Outstanding Bonds and the Authority and the County shall have
had thirty (30) days after receipt of the notice to correct the default or to cause the default to be
corrected; provided, however, that if the default is such that it cannot be corrected within the
applicable period, it will not constitute an Event of Default if corrective action is instituted by the
Authority or the County within the applicable period and diligently pursued until the default is
corrected, but in no event for a period longer than an additional sixty (60) days.
ARTICLE XI
TRUSTEE
Section 11.1 Appointment and Acceptance of Duties.
The Trustee accepts and agrees to the trusts created by this Indenture, but only upon the
additional terms set forth in this Article, to all of which the Authority, and the Owners by their
purchase and acceptance of the Bonds, agree.
Section 11.2 Responsibilities.
The recitals, statements and representations contained in this Indenture and the Bonds will
be taken and construed as made by and on the part of the Authority, and not by the Trustee, and
the Trustee does not assume or have any responsibility or obligation for (i) the correctness of any
such recitals, statements and representations, (ii) the validity of the execution by the Authority of
this Indenture or the Bonds, or (iii) the sufficiency of the security for the Bonds. The Trustee has
no responsibility or accountability for any funds other than those funds actually paid to or received
or held by it under this Indenture. Prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has received notice hereunder or, in the case of an Event of
Default under subsections (a) or (b) of Section 10.1, is deemed hereunder to have notice, the
Trustee need perform only those duties that are specifically set forth in this Indenture and no others
and no implied covenants or obligations of the Trustee shall be implied by this Indenture. No
provision of this Indenture requires the Trustee to expend or risk the Trustee’s own funds or

31

otherwise incur any financial liability in the performance of any of the Trustee’s duties or in the
exercise of any of the Trustee’s rights or powers, if the Trustee has reasonable grounds for
believing that repayment of the funds or adequate indemnity against the risk or liability is not
reasonably assured to the Trustee. The Trustee is not responsible or liable for any loss suffered in
connection with any investments made in accordance with Section 8.1. During the existence of an
Event of Default, the Trustee will use the same degree of skill and care in performing its duties
under this Indenture as a prudent person would conducting its own affairs. The Trustee shall have
no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers,
employees or agents, unless it shall have been negligent in ascertaining the pertinent facts. In no
event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action. The Trustee shall not be liable for any amount in excess of the
value of the amounts on deposit under this Indenture. The Trustee shall neither be responsible for,
nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument,
or document other than this Indenture and the other Basic Documents, whether or not an original
or a copy of such agreement has been provided to the Trustee. The Trustee shall have no duty to
know or inquire as to the performance or nonperformance of any provision of any other agreement,
instrument, or document other than this Indenture. Neither the Trustee nor any of its directors,
officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the
performance or any action of the Authority or the County, or any of their directors, members,
officers, agents, affiliates or employee, nor shall it have any liability in connection with the
malfeasance or nonfeasance by such party. Trustee may assume performance by all such Persons
of their respective obligations. The Trustee shall have no enforcement or notification obligations
relating to breaches of representations or warranties of any other Person. The Trustee shall have
no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements,
notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i)
create, preserve, perfect or validate the security interest granted to the Trustee pursuant to this
Indenture or (ii) enable the Trustee to exercise and enforce its rights under this Indenture with
respect to such pledge and security interest. In addition, the Trustee shall have no responsibility
or liability (i) in connection with the acts or omissions of the Authority or the County in respect of
the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security
interest created in the Revenues or the perfection and priority of such security interest.

Section 11.3 Powers.
The Trustee may execute any of the trusts or powers of this Indenture and perform the
duties required of the Trustee under this Indenture by or through attorneys, agents, receivers, or
employees and shall not be responsible for any willful misconduct or negligence on the part of any
attorney, agent, or receiver appointed with due care, and is entitled to obtain and conclusively rely
on advice of counsel concerning all matters of trust and the Trustee’s duty under this Indenture.
The Trustee shall be reimbursed for reasonable compensation paid to all such attorneys, agents,
receivers or employees as may be employed in connection with this Indenture. The Trustee may
conclusively act on an Opinion of Counsel and is not responsible for any loss or damage resulting
from any action or non-action by it taken or omitted to be taken in good faith in reliance on such

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Opinion of Counsel.
The Trustee shall have no responsibility with respect to any information, statement or
recital in any official statement, offering memorandum or any other disclosure material prepared
or distributed with respect to the Bonds, except for any information provided by the Trustee, and
shall have no responsibility for compliance with any state or federal securities laws in connection
with the Bonds.
The Trustee shall have the right to accept and act upon instructions, including funds transfer
instructions (“Instructions”) given pursuant to this Indenture, the Financing Agreement or any
other document reasonably relating to the Bonds and delivered using Electronic Means; provided,
however, that the Authority and the County, as the case may be, shall provide the Trustee an
incumbency certificate listing the officer or officers with the authority to provide such instructions
(“Authorized Representative”) and containing specimen signatures of such Authorized
Representatives, which incumbency certificate shall be amended by the Authority or the County,
as applicable, whenever a person is to be added or deleted from the listing. If the Authority or the
County elects to give the Trustee Instructions using Electronic Means and the Trustee in its
discretion elects to act upon such Instructions, the Trustee’s reasonable understanding of such
Instructions shall be deemed controlling. The Authority and the County, respectively, understand
and agree that the Trustee cannot determine the identity of the actual sender of Instructions and
that the Trustee shall conclusively determine that the Instruction that purport to have been send by
an Authorized Representative listed on the incumbency certificate provided to the Trustee have
been sent by such Authorized Representative. The Authority and the County, as the case may be,
shall be responsible for ensuring that only Authorized Representatives transmit Instructions to the
Trustee and that the Authority, the County and all Authorized Representatives are solely
responsible to safeguard that use and confidentiality of applicable use and authorization codes,
passwords and/or authentication keys upon receipt by the Authority or the County, as the case
may be. The Trustee shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee’s reasonable reliance upon and compliance with such Instructions
notwithstanding such Instructions conflict or are inconsistent with subsequent written Instructions.
Each of the County and the Authority agrees: (i) to assume all risks arising out of the use of
Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the
reasonably Trustee acting on unauthorized Instructions, and the risk of interception and misuse by
third parties; (ii) that it is fully informed of the protections an risks associated with the various
methods of transmitting Instructions to the Trustee and that there may be more secure methods of
transmitting Instructions that the method(s) selected by the Authority; (iii) that the security
procedures (if any) to be followed in connection with its transmission of Instructions provide to it
a commercially reasonable degree of protection in light of its particular needs and circumstances;
and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use
of the security procedures.
Section 11.4 Compensation.

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The Authority will pay, but solely from moneys provided by the County, to the Trustee
compensation for all services rendered by the Trustee under this Indenture, including extraordinary
fees and expenses relating to the performance of services by the Trustee upon the occurring or
continuation of an Event of Default or the occurrence and continuation of any condition or event
which with notice or the lapse of time, or both, may constitute an Event of Default. The terms of
this paragraph shall survive termination of this Indenture and/or the earlier resignation or removal
of the Trustee.
As security for the performance of the obligations of the Authority and the County under
this Section, the Trustee shall have a lien prior to the lien securing the Bonds, which it may exercise
through a right of setoff, upon all property or funds held or collected by the Trustee pursuant to
this Indenture. The obligations of the Authority and the County to make the payments described
in this Section shall survive discharge of this Indenture, the resignation or removal of the Trustee
and payment in full of the Bonds.
Section 11.5 No Duty to Maintain Insurance.
The Trustee has no obligation to effect or to renew any policies of insurance and no liability
for the failure of the Authority or the County to effect or renew insurance or to report or file claims
or proofs of loss for any loss or damage insured against or which may occur.
Section 11.6 Notice of Event of Default.
The Trustee is not required to take notice, or be deemed to have notice, of any default or
Event of Default other than a default or Event of Default under subsections (a) or (b) of Section
10.1, or unless a Responsible Officer of the Trustee is specifically notified in writing of the default
or Event of Default by the Authority, the County or the Owners of at least twenty-five percent
(25%) in aggregate principal amount of the Outstanding Bonds. The Trustee may, however,
require of the Authority full information and advice at any time as to the performance of any of
the conditions and agreements contained in this Indenture. The Trustee shall not be charged with
knowledge of (A) any events or other information, or (B) any default under this Indenture or any
other agreement unless a Responsible Officer of the Trustee has actual knowledge thereof.
Section 11.7 Action Upon Default.
The Trustee is under no obligation to take any action in respect of any default or Event of
Default, or toward the execution or enforcement of any of the trusts created by this Indenture or to
institute, appear in or defend any related suit or other proceeding, unless requested in writing to do
so by the Authority, the County or the Owners of at least twenty-five percent (25%) in aggregate
principal amount of the Outstanding Bonds and, if in the Trustee’s opinion such action may involve
the Trustee in expense or liability, unless furnished, from time to time as often as the Trustee may
require, with reasonable security and indemnity satisfactory to the Trustee. In the event that any
Bonds or Revenues shall be attached, garnished or levied upon by any court order, or the delivery
thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall
be made or entered by any court order affecting the Bonds or Revenues, the Trustee is hereby
expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with

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all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own
choosing is binding upon it, whether with or without jurisdiction. In the event that the Trustee
obeys or complies with any such writ, order or decree it shall not be liable to any of the parties or
to any other person, firm or corporation, should, by reason of such compliance notwithstanding,
such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
Section 11.8 Limitation of Liability.
The Trustee shall conclusively rely upon and will be fully protected and will incur no
liability in acting or proceeding in good faith upon any resolution, notice, telegram, request,
consent, waiver, certificate, statements, affidavit, voucher, bond, requisition or other paper or
document which the Trustee in good faith believes to be genuine and to have been authorized or
signed by the proper board or person or to have been prepared and furnished pursuant to any of the
provisions of this Indenture, and the Trustee is under no duty to make any investigation or inquiry
as to any statements contained or matters referred to in any such instrument, but may accept and
rely upon them as conclusive evidence of the truth and accuracy of such statements. The Trustee
is not bound to recognize any Person as an Owner of any Bond or to take any action at an Owner’s
request unless the Bond is deposited with the Trustee or evidence satisfactory to the Trustee of the
ownership of such Bond is furnished to the Trustee. Before the Trustee acts or refrains from acting,
the Trustee may require a certificate of an appropriate officer or officers of the Authority or the
County, as appropriate, or an Opinion of Counsel or Bond Counsel, as appropriate. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance upon such
certificates or Opinion of Counsel or Bond Counsel. The permissive right of the Trustee to do
things enumerated in this Indenture will not be construed as a duty, and the Trustee is not
answerable for other than its gross negligence.
The Trustee shall not be responsible or liable for any failure or delay in the performance of
its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood;
hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic;
pandemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software)
or communications services; accidents; labor disputes; acts of civil or military authority or
governmental action; it being understood that the Trustee shall use commercially reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as reasonably practicable under the circumstances. The Trustee shall not be accountable
for the use or application by the Authority of any of the Bonds or the proceeds thereof or for the
use or application of any money paid over by the Trustee in accordance with the provisions of this
Indenture or for the use and application of money received by any paying agent. Before taking
any action under this Indenture relating to an event of default or in connection with its duties under
this Indenture other than making payments of principal and interest on the Bonds as they become
due or causing an acceleration of the Bonds whenever required by the Indenture, the Trustee may
require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to
which it may be put and to protect it against all liability, including, but not limited to, any liability
arising directly or indirectly under any federal, state or local statute, rule, law or ordinance related
to the protection of the environment or hazardous substances and except liability which is

35

adjudicated to have resulted from its negligence or willful misconduct in connection with any
action so taken.
Section 11.9 Ownership of Bonds.
The Trustee and any of its officers, directors, employees or agents, and any bank or trust
company under common control with the Trustee may in good faith buy, sell, own, hold and deal
in any of the Bonds issued under this Indenture, and may join in or take any action which any
Owner may be entitled to take with like effect as if the Trustee were not a party to this Indenture.
The Trustee and any bank, trust company or securities affiliate under common control with the
Trustee, as principal or agent, may also engage in or be interested in any financial or other
transaction with the Authority or the County, and may act as depository, trustee, or agent for any
committee or body of Owners of the Bonds or other obligations of the Authority as freely as if it
were not Trustee under this Indenture.
Section 11.10 No Duty to Invest.
The Trustee shall invest the amounts deposited under this Indenture in accordance with
Section 8.1. In the absence of written instructions from a County Representative, the amounts
deposited under this Indenture shall be held uninvested. Any earnings and income shall become
part of the fund or account from which the amounts were invested and disbursed in accordance
with this Indenture. The Trustee is hereby authorized and directed to sell or redeem any such
investments as it deems necessary to make any payments or distributions required under this
Indenture. The Trustee shall have no responsibility or liability for any loss which may result from
any investment or sale of investment made pursuant to this Indenture. The Trustee is hereby
authorized, in making or disposing of any investment permitted by this Indenture, to deal with
itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such
affiliate is acting as agent of the Trustee or for any third person or dealing as principal for its own
account. The parties acknowledge that the Trustee is not providing investment supervision,
recommendations, or advice. The Trustee shall have no responsibility or liability for any loss
which may result from any investment or sale of investment made pursuant to this Indenture. The
Trustee is hereby authorized, in making or disposing of any investment permitted by this Indenture,
to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or
any such affiliate is acting as agent of the Trustee or for any third person or dealing as principal
for its own account. The parties acknowledge that the Trustee is not providing investment
supervision, recommendations, or advice.

Section 11.11 Reports by Trustee.
The Trustee will provide written reports to the County and, if requested in writing, the
Authority at least monthly of (i) the balances in all funds held by the Trustee under this Indenture,
(ii) all money received and expended by it under the terms of this Indenture, and (iii) such
information as may be reasonably requested in writing by the County or the Authority to calculate
the amount of any rebate due under Section 148 of the Code and otherwise to maintain compliance

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with Section 148 of the Code and any other federal or Commonwealth law or regulation applicable
to the County or the Authority or its affairs.
Section 11.12 Construction of Provisions of Indenture.
The Trustee may construe any provision of this Indenture insofar as it may appear to be
ambiguous or inconsistent with any other provision, and any construction of any such provisions
by the Trustee made in good faith will be binding on the Owners.
Section 11.13 Resignation.
The Trustee may at any time and for any reason resign and be discharged of the trusts
created by this Indenture by executing an instrument in writing resigning the trust and specifying
the date when the resignation will take effect, and filing the instrument with an Authority
Representative and a County Representative not less than sixty (60) days before the effective date
of the resignation. The resignation will take effect on the day specified in the instrument, unless
a successor Trustee has not been appointed and accepted the appointment by that date as provided
for in this Article, in which event such resignation will take effect immediately on the appointment
of and acceptance by a successor Trustee of the trusts under this Indenture.
Section 11.14 Removal.
The Trustee at any time and for any reason may be removed upon thirty (30) days’ notice
by an instrument in writing, filed with the Authority, the County and the Trustee so removed and
executed by the Owners of a majority in aggregate principal amount of the Bonds then
Outstanding. In addition, provided that no Event of Default or event which, with notice or the
passage of time or both, would become an Event of Default has occurred and is continuing, the
Authority at any time upon written request of the County may remove the Trustee upon thirty (30)
days’ notice by an instrument in writing filed with the Trustee so removed and mailed to the
Owners, if the Authority also files with such written instrument a certified resolution of the County
in which the County determines either that (i) the Trustee so removed has not been satisfactorily
performing its duties and obligations under this Indenture or (ii) the fees and expenses charged by
the Trustee so removed are higher than the fees and expenses generally charged by banks or trust
companies which would qualify as successor trustees under Section 11.16 to perform the duties
and obligations of a trustee under indentures or trust agreements similar to this Indenture.

Section 11.15 Appointment of Successor Trustee.
If at any time the Trustee resigns, or is removed by action of the Owners, or is dissolved,
or if the Trustee’s property or affairs are taken under the control of any state or federal court or
administrative body because of insolvency or bankruptcy, or for any other reason, unless an Event
of Default has occurred and is continuing, a vacancy will exist in the office of the Trustee, then a
successor may be appointed by the Authority and the County, by an instrument or instruments in
writing signed by an Authority Representative and a County Representative. Copies of each

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instrument will be promptly delivered to the predecessor Trustee and the Trustee so appointed,
and notice thereof shall be given to the Owners. If an Event of Default has occurred and is
continuing, a successor Trustee may be appointed by the Owners of a majority in aggregate
principal amount of the Bonds then Outstanding, by an instrument or instruments in writing filed
with the Authority and the County, signed by such Owners or their attorneys-in-fact duly
authorized in writing. Copies of each instrument will be promptly delivered by the Authority to
the predecessor Trustee and the Trustee so appointed, and notice thereof shall be given to the
Owners.
Section 11.16 Successor to be Bank or Trust Company.
Any successor to the Trustee appointed pursuant to Section 11.15 must be a bank or trust
company organized and doing business under the laws of the United States of America or any
state thereof with trust powers, in good standing and having a reported capital, surplus and
undivided profits of not less than $50,000,000, or a subsidiary trust company of such a bank or
trust company whose parent bank or trust company has agreed in writing to be responsible for the
debts and liabilities of such subsidiary trust company, if such a bank, trust company or subsidiary
trust company is willing and able to accept the trusts herein conferred on reasonable or customary
terms.
Section 11.17 Failure to Appoint a Successor Trustee.
If at any time the Trustee resigns and no appointment of a successor Trustee is made
pursuant to the provisions of this Article before the date specified in the notice of resignation as
the date on which the resignation will take effect, the Trustee or any Owner may apply to any
court of competent jurisdiction to appoint a successor Trustee. The court may, after such notice,
if any, as the court deems proper and prescribes, appoint a successor Trustee.
Section 11.18 Acceptance by Successor Trustee.
Any successor Trustee appointed under this Article will execute, acknowledge and deliver
to the Authority an instrument accepting the appointment under this Indenture, and thereupon the
successor Trustee, without any further act, deed or conveyance, will become duly vested with all
the estates, property, rights, powers, trusts, duties and obligations of the successor Trustee’s
predecessor under this Indenture, with like effect as if originally named Trustee in this Indenture.
Upon reasonable written request of the successor Trustee, the Trustee ceasing to act and the
Authority will execute and deliver an instrument transferring to the successor Trustee all of the
estates, property, rights, powers and trusts under this Indenture of the Trustee ceasing to act, and
the Trustee ceasing to act will pay over to the successor Trustee all money and other assets at the
time held by the Trustee under this Indenture.
Section 11.19 Merger or Consolidation.
Any corporation or association into which any Trustee may be merged or with which the
Trustee may be consolidated, or any corporation or association resulting from any merger or
consolidation to which any Trustee is a party, or any corporation or association to which any

38

Trustee may transfer all or substantially all of its corporate trust business, will be the successor
Trustee under this Indenture, without the execution or filing of any paper or any further act on the
part of the parties to this Indenture.
Section 11.20 [RESERVED].
Section 11.21 Notice of Occurrence of Event of Default.
Upon the occurrence of an Event of Default known to a Responsible Officer of the Trustee
in accordance with Section 11.6, the Trustee will, within thirty (30) days of the Event of Default
becoming known to the Trustee, give written notice of it by first class mail to each Owner of Bonds
then Outstanding, unless such Event of Default has been cured before the notice is given.
Section 11.22 Intervention by Trustee.
In any judicial proceeding to which the Authority is a party and which in the opinion of the
Trustee and the Trustee’s counsel has a substantial bearing on the interests of the Owners of the
Bonds, as applicable, the Trustee may, in the Trustee’s own name, intervene on behalf of the
Owners and will, upon receipt of indemnity satisfactory to the Trustee, do so if requested in writing
by the Owners of at least twenty-five percent (25%) in aggregate principal amount of Bonds then
Outstanding, as applicable, if permitted by the court having jurisdiction.
Section 11.23 Jurisdiction and Trial by Jury. With respect to actions arising under the Basic
Documents that do not involve the Owners, the parties hereby (i) irrevocably submit to the
exclusive jurisdiction of any federal or state court sitting in Richmond, Virginia, (ii) waive any
objection to laying of venue in any such action or proceeding in such courts, and (iii) waive any
objection that such courts are an inconvenient forum or do not have jurisdiction over any party.
With respect to actions arising under the Basic Documents that do not involve the Owners, each
of the parties hereto hereby waives the right to trial by jury.
Section 11.24 Force Majeure. The Trustee shall not be responsible or liable for any failure or
delay in the performance of its obligations under this Indenture arising out of or caused, directly
or indirectly, by circumstances beyond its control, including without limitation, any act or
provision of any present or future law or regulation or governmental authority; acts of God;
earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics;
riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or
communications service; accidents; labor disputes; acts of civil or military authority or
governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire
or communication facility.

ARTICLE XII
MODIFICATION OF INDENTURE
AND SUPPLEMENTAL INDENTURES

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Section 12.1 Supplemental Indentures Without Consent of Owners.
Subject to Sections 12.3 and 12.6, the Authority and the Trustee may, without the consent
of the Owners, enter into such indenture or indentures supplemental to this Indenture which will
form a part of this Indenture for any one or more of the following purposes:
(a)
To add to the covenants and agreements of the Authority contained in this Indenture
other covenants and agreements to be observed, and to surrender any right or power in this
Indenture reserved to or conferred upon the Authority;
(b)
To cure any ambiguity, to supply any omission, or to cure, correct or supplement
any defect or inconsistent provisions contained in this Indenture;
(c)
To grant to the Trustee for the benefit of the Owners additional rights, remedies,
powers or authority;
(d)

To subject to this Indenture additional revenues, property or collateral;

(e)
To modify, amend or supplement this Indenture or the Bonds to permit qualification
under the Trustee Indenture Act of 1939 or any similar federal statute at the time in effect, or to
permit the qualification of the Bonds for sale under the securities laws of any state of the United
States;
(f)

To provide for certificated Bonds;

(g)
To evidence the succession of a new Trustee or the appointment by the Trustee or
the Authority of a Co-Trustee and to specify the rights and obligations of the Co-Trustee;
(h)

To make any modifications or changes necessary or appropriate to issue Additional

(i)

To obtain, maintain or enhance a credit rating for Bonds; or

Bonds;

(j)
To make any other change which, in the judgment of the Trustee (and subject to
Sections 12.2 and 12.5), will not materially adversely affect the rights of any Owner of the Bonds
then Outstanding.
Section 12.2 Supplemental Indentures with Consent of Owners.
Any modification or alteration of this Indenture or of the rights and obligations of the
Authority or the Owners of the Bonds may be made by the Authority and the Trustee with the
consent of the County and the Owners of a majority in aggregate principal amount of the Bonds
Outstanding. However, without the consent of each Owner affected, no modification or alteration
may (a) extend the maturity of the principal of, premium, if any, or interest on any Bond, (b) reduce
the principal amount of, or, premium, if any, or rate of interest on, any Bond, (c) effect a privilege
or priority of any Bond or Bonds over any other Bond or Bonds, (d) reduce the percentage of the

40

principal amount of the Bonds required for consent to the modification or alteration, (e) alter the
obligation of the County to make payments when due under the Financing Agreement, (f) impair
the exclusion of interest on any Bond from gross income for purposes of federal or Commonwealth
income taxation, (g) create a lien ranking prior to or on a parity with (except in the case of
Additional Bonds) the lien of this Indenture on the property described in Article II, or (h) deprive
any Owner of the lien created by this Indenture on such property. In addition, if money has been
deposited or set aside with the Trustee pursuant to Article XIV for the payment of Bonds and those
Bonds have not in fact actually been paid in full, no amendment to the provisions of that Article
may be made without the consent of the Owner of each of those Bonds affected.
If at any time the Authority requests the Trustee in writing to enter into an indenture
supplemental to this Indenture for any of the purposes of this Section, the Trustee will, upon being
satisfactorily indemnified with respect to the expenses, cause notice of the proposed execution of
such supplemental indenture to be mailed to each Owner of Bonds then Outstanding, as applicable,
by first-class mail to the address of each Owner as it appears on the registration books; provided,
however, that failure to give such notice by mailing, or any defect in it, will not affect the validity
of any proceedings pursuant to this Section. Such notice will briefly set forth the nature of such
proposed supplemental indenture and will state that copies of it are on file at the designated
corporate trust office of the Trustee for inspection by all Owners. If, within six months or such
longer period as is prescribed by the Authority following the giving of the notice, the Owners of a
majority in aggregate principal amount of Bonds then Outstanding, as applicable, have consented
to and approved in writing the execution of such supplemental indenture, no Owner will have any
right to object to any of the terms and provisions contained in such supplemental indenture, or in
any manner to question the propriety of its execution, or to enjoin or restrain the Trustee or the
Authority from executing such supplemental indenture or from taking any action pursuant to its
provisions. Upon the execution of any indenture supplemental to this Indenture permitted by this
Section, this Indenture will be deemed to be modified and amended in accordance with its
provisions.
For the purposes of this Article, the Trustee shall be entitled to conclusively rely on an
Opinion of Counsel with respect to the extent, if any, to which any action affects the rights under
this Indenture of any Owners of Bonds then Outstanding.
Notwithstanding anything to the contrary contained in this Indenture, the Authority and
the Trustee may enter into any indenture supplemental to this Indenture upon receipt of the consent
of all of the Owners of the Bonds then Outstanding, as applicable.
Section 12.3 Limitation on Amendments.
No amendment, change or modification of the Indenture shall result in a decrease of the
obligation of the County under the Financing Agreement to pay amounts sufficient to pay principal
of, and premium, if any, and interest on the Bonds as the same become due. Notwithstanding any
other provision of this Indenture, any amendment, change or modification of this Indenture will
not become effective until the County has consented to the execution and delivery of such
amendment, change or modification.

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Section 12.4 Trustee Authorized to Enter Into Supplemental Indenture.
The Trustee is authorized to enter into with the Authority any supplemental indenture
authorized or permitted by the terms of this Indenture, and the Trustee is authorized to make the
further agreements and stipulations which may be contained in such supplemental indenture. The
Trustee may, but shall not be required to, enter into any Supplemental Indenture that adversely
affects its rights, duties or obligations under this Indenture.
Section 12.5 Opinion of Counsel.
The Trustee will not execute any supplemental indenture amending this Indenture unless
there has been filed with the Trustee one or more Opinions of Counsel upon which the Trustee
may conclusively rely stating that the proposed supplemental indenture is authorized or permitted
by this Indenture and complies with its terms and that upon execution it will be valid and binding
upon the party or parties executing it in accordance with its terms.

Section 12.6 Consent of County.
The Trustee will not execute any supplemental indenture amending, modifying or
supplementing this Indenture unless there has been filed with the Trustee a written consent of a
County Representative to the supplemental indenture.
ARTICLE XIII
AMENDMENT OF FINANCING AGREEMENT
OR ASSIGNMENT
Section 13.1 Amendments to Financing Agreement Not Requiring Consent of Owners.
The Authority and the Trustee may, with the consent of the County, but without the consent
of or notice to the Owners, execute or consent to, as applicable, any amendment, change or
modification of the Financing Agreement as may be required:
(a)

By the provisions of the Financing Agreement or this Indenture;

(b)
For the purpose of curing any ambiguity or formal defect or omission in the
Financing Agreement;
(c)

To subject to this Indenture additional revenues or collateral;

(d)
In connection with the issuance, sale and delivery of Additional Bonds as provided
in and in compliance with Article V to provide for the payment of additional amounts sufficient to
pay the principal of and premium, if any, and interest on the Additional Bonds and such other
changes necessary in connection with the issuance of the Additional Bonds as will not, in the

42

judgment of the Trustee, materially adversely affect the rights of any Owner of the Bonds then
Outstanding; or
(e)
In connection with any other change in the Financing Agreement which, in the
judgment of the Trustee (and subject to Section 13.4), will not materially adversely affect the rights
of any Owner of the Bonds then Outstanding.
Section 13.2 Amendments, etc., to Financing Agreement Requiring Consent of Owners.
Except for the amendments, changes or modifications set forth in Section 13.1, neither the
Authority nor the Trustee will execute or consent to, as applicable, any amendment, change or
modification of the Financing Agreement without the consent of the Owners of a majority in
aggregate principal amount of the Bonds then Outstanding as applicable, or, if less than all of the
Bonds then Outstanding are affected by the modification, change or amendments, the Owners of
a majority in aggregate principal amount of the Bonds then Outstanding, so affected. Any such
consent will be given and procured as provided in Section 12.2. If at any time the Authority
requests the consent of the Trustee to any proposed amendment, change or modification of the
Financing Agreement, the Trustee will, upon being satisfactorily indemnified with respect to
expenses, cause notice of the proposed amendment, change or modification to be given in the same
manner as provided by Section 12.2. The notice will briefly set forth the nature of the proposed
amendment, change or modification and will state that copies of the instrument embodying them
are on file at the designated corporate trust office of the Trustee for inspection by all Owners.
Notwithstanding anything to the contrary contained in this Indenture, the Authority and
the Trustee may execute or consent to, as applicable, any amendment, change or modification of
the Financing Agreement upon receipt of the consent of all of the Owners of the Bonds then
Outstanding.
Section 13.3 Limitation on Amendments.
No amendment, change or modification to the Financing Agreement shall result in a
decrease of the obligation of the County under the Financing Agreement to pay amounts sufficient
to pay the principal of and premium, if any, and interest on the Bonds when due. Notwithstanding
any other provision of this Indenture, any amendment, change or modification of the Financing
Agreement will not become effective until the County has consented to the execution and delivery
of such amendment, change or modification. The Trustee may, but shall not be required to, enter
into any amendment, change or modification to the Financing Agreement that adversely affects its
rights, duties or obligations thereunder.
Section 13.4 Opinion of Counsel.
The Trustee will not execute any amendment, change or modification to the Financing
Agreement unless there has been filed with the Trustee one or more Opinions of Counsel upon
which the Trustee may conclusively rely stating that such proposed amendment, change or
modification is authorized or permitted by this Indenture and complies with its terms and that upon
execution it will be valid and binding upon the party or parties executing it in accordance with its

43

terms. For the purposes of this Article, the Trustee shall be entitled to conclusively rely on an
Opinion of Counsel with respect to the extent, if any, to which any action affects the rights under
this Indenture or Financing Agreement, of any Owners of Bonds then Outstanding.
ARTICLE XIV
DISCHARGE OF INDENTURE
Section 14.1 Discharge of Indenture.
If (i) all Bonds secured by this Indenture have become due and payable or irrevocable
instructions to redeem the Bonds or pay them at maturity have been given by the Authority to the
Trustee, and (ii) the Trustee holds cash or noncallable Government Obligations or Government
Certificates the principal of and interest on which at maturity will be sufficient (A) if Bonds have
been called for redemption, to redeem in accordance with the relevant Sections of this Indenture
all the Bonds on the date set for the redemption, (B) to pay at maturity all Outstanding Bonds not
called for redemption, (C) to pay interest accruing on all Bonds until their redemption or payment
at maturity, and (D) to pay the Trustee its reasonable fees and expenses and any other applicable
fees and expenses, then the right, title and interest of the Trustee in the Trust Estate shall thereupon
cease and the Trustee, upon written request of the Authority or the County, shall release this
Indenture and the Trust Estate and execute and deliver to the Authority such instruments in writing
as are required to release such lien, and assign and deliver to the Authority any property at the
time subject to this Indenture which may then be in its possession, except funds or securities in
which such funds are invested which are held by the Trustee for the payment of the principal of
and interest on the Bonds. The Trustee shall be entitled to receive an Opinion of Counsel that any
and all conditions precedent to the satisfaction and discharge of the Indenture have been complied
with.
In the event that all of the Bonds secured by this Indenture are paid or deemed paid in
accordance with the terms of this Indenture, then the right and interest of the Trustee in and to the
Trust Estate created by this Indenture and all covenants, agreements and other obligations of the
Authority to the Owners will cease and be discharged and satisfied. In the event any Bonds are
paid or deemed paid in accordance with the terms of this Indenture, then such Bonds will cease to
be entitled to any lien, benefit or security under this Indenture (other than the right to receive
payment and certain rights regarding redemption and registration and transfer) and all covenants,
agreements and other obligations of the Authority to the Owners of the Bonds will cease and be
discharged and satisfied.
Section 14.2 Bonds Deemed to be Paid.
Bonds for the payment or redemption of which cash or noncallable Government
Obligations or Government Certificates, the principal of and interest on which will be sufficient at
the respective maturities or redemption dates prior to maturity of such Bonds to pay the principal
thereof and the redemption premium, if any, and interest to accrue thereon at such maturity or
redemption, have been deposited with the Trustee in the appropriate account of the Bond Fund
(whether on or before their maturity or redemption date) will be deemed to be paid and no longer

44

Outstanding; provided, however, that if the Bonds are to be redeemed before their maturity,
unconditional notice of the redemption must have been duly given or irrevocable instructions to
redeem the Bonds must have been given by the Authority to the Trustee. In connection with any
advance refunding of the Bonds, there shall be delivered to the Trustee a verification report of an
accountant as to the adequacy of the escrow so established.
ARTICLE XV
MISCELLANEOUS
Section 15.1

Limitation of Liability of Directors, Officers, etc., of Authority and the Trustee.

No covenant, agreement or obligation contained in this Indenture will be deemed to be a
covenant, agreement or obligation of any present or future member, director, officer, employee or agent
of the Authority or the Trustee in his or her individual capacity, and neither the members or directors of
the Authority or the Trustee nor any of their members, officers, directors, employees or agents executing
the Bonds will be liable personally on the Bonds or be subject to any personal liability or accountability
by reason of their issuance. No member, director, officer, employee, agent or adviser of the Authority or
the Trustee will incur any personal liability with respect to any action taken by him or her pursuant to this
Indenture or the Act.
Section 15.2

Dissolution of Authority.

In the event of the dissolution of the Authority, all of the covenants, stipulations, promises and
agreements contained in this Indenture by or on behalf of, or for the benefit of, the Authority will bind or
inure to the benefit of the successors of the Authority from time to time and any officer, board,
commission, agency or instrumentality to whom or to which any power or duty of the Authority is
transferred.
Section 15.3

Interested Parties.

Nothing in this Indenture is intended or is to be construed to confer upon any Person other than
the Authority, the Trustee and the Owners of the Bonds issued under this Indenture, any right, remedy or
claim under or by reason of this Indenture. This Indenture is intended to be for the sole and exclusive
benefit of the Authority, the Trustee and the Owners of the Bonds.
Section 15.4

Severability of Invalid Provisions.

If any clause, provision or section of this Indenture is held to be illegal or invalid by any court,
the invalidity of the clause, provision or section will not affect any of the remaining clauses, provisions
or sections, and this Indenture will be construed and enforced as if the illegal or invalid clause, provision
or section had not been contained in it.

45

Section 15.5

Notice.

All notices, certificates, requests or other communications under this Indenture must be in writing
and will be deemed given, unless otherwise required, when mailed by first-class mail, postage prepaid,
to the addresses set forth below:
If to the Authority:

Industrial Development Authority
of Campbell County, Virginia
c/o Campbell County Administration Office
47 Courthouse Ln. Suite 1
Rustburg, Virginia 24588
(Attention: Chairman)

If to the Trustee:

Wilmington Trust, N.A.
1 Light Street, 15th Floor
Baltimore, Maryland 21202
Attention: Corporation Trust Services

If to the County:

Campbell County Administration Office
47 Courthouse Ln. Suite 1
Rustburg, Virginia 24588
(Attention: County Administrator)

The Authority, the Trustee and the County may, by notice given under this Section, designate any further
or different addresses to which subsequent notices, certificates, requests or other communications are to
be sent.
If, by reason of the suspension of or irregularities in regular mail service, it is impractical to mail
to the Owners of Bonds notice of any event when notice is required to be given pursuant to any provision
of this Indenture, then any manner of giving notice which is satisfactory to the Trustee in its sole discretion
will be deemed to be a sufficient giving of the notice.
Section 15.6

Consent of Holders.

Any consent, request, direction, approval, objection or other instrument required by this Indenture
to be signed and executed by the Bondholders may be in any number of concurrent writings of similar
tenor and must be signed or executed by such Bondholders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval, objection or other instrument or
of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner,
shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee
with regard to any action taken by it under such request or other instrument, namely:
(a)
The fact and date of the execution by any person of any such writing may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such writing acknowledged
the execution thereof, or by an affidavit of any witness to such execution.

46

(b)
The Trustee may establish a Record Date for the purpose of identifying
Bondholders entitled to issue any such consent, request, direction, approval or instrument.
Section 15.7

Counterparts.

This Indenture may be executed in any number of counterparts, each of which, when so executed
and delivered, will be an original, and the counterparts taken together will constitute one and the same
instrument.
Section 15.8

Governing Law.

This Indenture will be governed by the laws of the Commonwealth, without regard to its conflicts
of laws principles.

47

IN WITNESS WHEREOF, the parties have caused this Indenture to be executed on their behalf
by their duly authorized officers.

INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF CAMPBELL, VIRGINIA

By: _______________________________
Its:
Chairman

WILMINGTON TRUST, N.A, as Trustee

By: ______________________________
Its: ______________________________

Acknowledged and Approved:
COUNTY OF CAMPBELL, VIRGINIA

By: ________________________________
Its: County Administrator

48

EXHIBIT A
[Form of 2026 Bond]
Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to issuer or its agent for transfer, exchange, or payment, and any Bond issued
is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
RA-__

CUSIP 13432J ___

UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF CAMPBELL, VIRGINIA
PUBLIC FACILITY REVENUE BONDS, SERIES 2026
INTEREST RATE
____%

MATURITY DATE
December 1, 20__

DATED DATE
November __, 2026

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: ________MILLION AND 00/100 DOLLARS ($________)
The INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF CAMPBELL,
VIRGINIA, a political subdivision of the Commonwealth of Virginia (the “Authority”) for value
received, promises to pay, solely from the revenues and other property pledged to the payment of this
Bond, to the registered owner of this Bond or legal representative, the principal sum stated above on the
maturity date stated above, and to pay solely from such source, interest on the principal amount of this
Bond at the annual rate stated above, payable semi-annually on each June 1 and December 1,
commencing on June 1, 2027 all subject to prior redemption as described in this Bond. This Bond will
bear interest (a) from its date of issuance (November __, 2026), if this Bond is authenticated before June
1, 2027 or (b) otherwise, from the June 1 or December 1 that is, or immediately precedes, the date on
which this Bond is authenticated (unless the payment of interest on this Bond is in default, in which case
this Bond will bear interest from the date to which interest has been paid). The principal of and premium,
if any, on this Bond will be payable upon presentation and surrender of this Bond at the designated
corporate trust office of Wilmington Trust, N.A. in Baltimore, Maryland, as Trustee under the Indenture
(as hereinafter defined), or its successor in trust (the “Trustee”). Interest on this Bond will be paid by
check or draft mailed to the person registered on the 15th day of the month immediately prior to the

{W1737865.1 004028-080727 }

A-1

interest payment date as the registered owner of this Bond at the address of such person on the registration
books of the Authority maintained by the Trustee. Interest on this Bond will be computed on the basis
of a year of 360 days and twelve 30-day months. Principal of and, premium, if any, and interest on this
Bond are payable in lawful money of the United States of America. In case the date of maturity of the
principal of this Bond or the date fixed for the payment of interest on or the redemption of this Bond is a
date on which banking institutions are authorized or obligated by law to close at the place where the
designated corporate trust office of the Trustee at which this Bond is then administered is located, then
payment of the principal and interest need not be made on such date, but may be made on the next
succeeding date which is not such a date at the place where such corporate trust office of the Trustee is
located, and if made on such next succeeding date no additional interest shall accrue for the period after
such date of maturity or date fixed for redemption.
This Bond and the issue of which it is a part and the interest on this Bond are limited obligations
of the Authority and payable solely from the revenues and other property pledged and assigned to the
Trustee under the terms of the Indenture to secure payment of this Bond. The principal of, premium, if
any, and interest on this Bond will not be deemed to constitute a debt or a pledge of the faith and credit
of the Commonwealth of Virginia or any of its political subdivisions other than the limited obligation of
the Authority. NEITHER THE COMMONWEALTH OF VIRGINIA NOR ANY OF ITS POLITICAL
SUBDIVISIONS, INCLUDING THE AUTHORITY AND THE COUNTY OF CAMPBELL,
VIRGINIA (THE “COUNTY”) ARE OBLIGATED TO PAY THE PRINCIPAL OF, OR PREMIUM,
IF ANY, OR INTEREST ON THIS BOND OR OTHER COSTS INCIDENT TO IT EXCEPT FROM
THE REVENUES, MONEY OR PROPERTY OF THE AUTHORITY PLEDGED FOR SUCH
PURPOSE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE
COMMONWEALTH OF VIRGINIA OR ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED
TO THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THIS
BOND OR OTHER COSTS INCIDENT TO IT.
This Bond is one of an issue of $______________ Public Facility Revenue Bonds, Series 2026
(the “Bonds”), of like tenor, except as to number, denomination, maturity date, interest rate and privilege
of redemption, authorized and issued by the Authority, pursuant to the Industrial Development and
Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended, for the purpose of
providing funds to finance (a) school and County capital improvement projects, including but not
limited to the Altavista Combined School and related school facilities, and various County capital
improvements identified in the County’s capital improvement plan (the “Project”), and (b) costs
of issuing the Bonds. Under the terms of a Financing Agreement, dated as of November 1, 2026 (the
“Financing Agreement”) between the Authority and the County, the County has agreed to make
payments to the Authority sufficient for payment of debt service on the Bonds. The obligation of the
County to make payments under the Financing Agreement constitutes a current expense of the County,
subject to annual appropriation by the County. The Financing Agreement may be terminated by the
Trustee if funds are not appropriated by the County to make payments thereunder in subsequent years,
all as more particularly described in the Financing Agreement. The obligation of the County to make
payments under the Financing Agreement does not constitute a debt of the County within the meaning
of any constitutional or statutory limitation nor a liability of or a lien or charge upon funds or property of
the County beyond any fiscal year for which the County has appropriated moneys to make such
payments. Neither the Trustee nor the Authority shall have any obligation or liability to the registered

A-2

owner hereof with respect to payments to be made by the County under the Financing Agreement or
with respect to the performance by the County of any other covenant contained therein.
1The Bonds are issued pursuant to an Indenture of Trust, dated as of November 1, 2026 (the
“Indenture”), between the Authority and the Trustee. The Bonds are secured by Basic Payments,
payable under the Financing Agreement and assigned by Authority to the Trustee. Reference is made to
the Indenture and the Financing Agreement for a description of the revenues and property pledged and
assigned and the provisions, among other things, with respect to the nature and extent of the security, the
rights and obligations of the Authority, the County and the Trustee, the terms on which the Bonds are
issued and secured, the rights of the registered owners of the Bonds and the provisions for defeasance of
such rights. Additional Bonds secured on a parity with the Bonds may be issued on the terms provided
in the Indenture.
The Bonds may not be called for redemption except as provided in the Indenture and as described
herein.
The Bonds are subject to optional redemption prior to maturity, at the option of the Authority (at
the direction of the County), on or after December 1, 20__ in whole or in part (in $5,000 integrals) at any
time upon payment of 100% of the principal amount of the Bonds to be redeemed, plus interest accrued
to the date fixed for redemption.
The Bonds will be required to be redeemed prior to maturity, in part, on December 1 in the
years and in the amounts set forth below, upon payment of 100% of the principal amount thereof
to be redeemed plus interest accrued to the date fixed for redemption:
The Bonds maturing on December 1, 20__ are required to be redeemed in part before
maturity on December 1 in the years and in the amounts set forth below, at a redemption price
equal to the principal amount of such Bonds called for redemption, plus interest accrued to the
redemption date:
Year
20__
20__
20__
20__
20__*

Principal
Amount
$_______
_______
_______
_______
_______

*final maturity
If any of the Bonds are called for redemption, the Trustee will cause a notice of redemption to be
sent by electronic transmission, by overnight mail, by first class mail, postage prepaid or delivered by
hand, not less than 30 nor more than 60 days before the date fixed for redemption, to the registered owners
of the Bonds, at their respective addresses as they last appear on the registration books maintained by the
Trustee. Failure to send any notice to a registered owner will not affect the validity of the proceedings
for the redemption of the Bonds of any other registered owners to which notice was sent. If this Bond
*

Preliminary, subject to change.

A-3

has been duly called for redemption and payment of the principal of, premium, if any, and unpaid interest
accrued to the date fixed for redemption has been made or provided for, then, notwithstanding that this
Bond has not been surrendered for cancellation, interest on this Bond will cease to accrue from such
redemption date, and, from and after such redemption date, this Bond will no longer be entitled to any
lien, benefit or security under the Indenture, and the registered owner of this Bond will have no rights in
respect of this Bond except to receive payment of such principal of and unpaid interest accrued to the
date fixed for redemption on this Bond. At the direction of the County, the Trustee may give a notice
of redemption prior to a deposit of redemption moneys if such notice states that the redemption is
to be funded with the proceeds of a refunding Bond issue and is conditioned on the deposit of such
proceeds. Provided that moneys are deposited on or before the redemption date, such notice shall
be effective when given. If such proceeds are not available on the redemption date, such Bonds
will continue to bear interest until paid at the same rate they would have borne had they not been
called for redemption and principal will continue to be payable as scheduled. On presentation and
surrender of the Bonds called for redemption at the place or places of payment, such Bonds shall
be paid and redeemed.
The registered owner of this Bond has no right to enforce the provisions of the Indenture or to
take any action with respect to any Event of Default under the Indenture, or to institute, appear in or
defend any suit or other proceeding with respect to the Indenture, except as provided in the Indenture.
Upon the occurrence of certain events or upon certain conditions, in the manner and with the effect set
forth in the Indenture, the principal of all of the Bonds issued under the Indenture and then outstanding,
together with any accrued interest on them, may become or may be declared due and payable before
their stated maturities. Modifications or alterations in the Indenture, the Financing Agreement a or any
supplements to them, may be made only to the extent and under the circumstances provided by the
Indenture.
The Bonds are issued as registered bonds without coupons in denominations of $5,000 or any
integral multiple of $5,000. At the designated corporate trust office of the Trustee, in the manner and
subject to the limitations and conditions upon payment of charges provided for in the Indenture, Bonds
may be exchanged for an equal aggregate principal amount of Bonds of like date and tenor and of
authorized denominations and bearing interest at the same rate.
The transfer of this Bond may be registered by the registered owner in person or by his or her
duly authorized attorney or legal representative at the designated corporate trust office of the Trustee, but
only in the manner and subject to the limitations and conditions provided for in the Indenture and upon
surrender and cancellation of this Bond. Upon any such registration of transfer, the Authority will execute
and the Trustee will authenticate and deliver in exchange for this Bond a new Bond or Bonds, registered
in the name of the transferee, of like date and tenor and of authorized denominations for the aggregate
principal amount which the registered owner is entitled to receive. The Trustee will before due
presentment of registration of transfer treat the registered owner as the person exclusively entitled to
payment of principal of, premium, if any, and interest on this Bond, and the exercise of all other rights
and powers of the owner.
All acts and conditions required to happen, exist or be performed precedent to and in connection
with the issuance of this Bond have happened, exist and have been performed.

A-4

This Bond will not become obligatory for any purpose or be entitled to any security or benefit
under the Indenture or be valid until the Trustee has executed the Certificate of Authentication appearing
on this Bond.

A-5

IN WITNESS WHEREOF, the Industrial Development Authority of the County of
Campbell, Virginia, has caused this Bond to be executed by the manual or facsimile signature of
its Chairman or Vice Chairman, its seal to be impressed hereon or a facsimile of its seal to be
printed on this Bond and attested by the manual or facsimile signature of its Secretary or Assistant
Secretary.
INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF CAMPBELL,
VIRGINIA

By: __________________________________
Chairman
[SEAL]
Attest:

By:______________________________
Secretary

A-6

*****
AUTHENTICATION DATE: November __, 2026

CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Indenture.
WILMINGTON TRUST, N.A., as Trustee

By: __________________________________
Authorized Signature

A-7

(Form of Assignment)
FOR VALUE RECEIVED the undersigned sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
___________________________________
___________________________________

_____________________________________________________________________________
(Please print or type Name and Address, including postal zip code of Transferee)

the within Bond and all rights under it, irrevocably constituting and appointing

_______________________________________________________________, Attorney
transfer the Bond on the books kept for its registration, with full power of substitution.
Dated: ____________________________
Signature Guaranteed:

Registered Owner:

__________________________
(Authorized Officer)
Signature must be guaranteed
by an institution which is a
participant in the Securities
Transfer Agent Medallion
Program (STAMP) or similar
program.

____________________________
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Bond in every
particular, without alteration or
enlargement or any change
whatsoever.

(End of Form of Assignment)

A-8

to

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION ...................................... 2
Section 1.1
Definitions. ....................................................................................................... 2
Section 1.2
Rules of Construction. ...................................................................................... 6
ARTICLE II ESTABLISHMENT OF TRUST .......................................................................7
Section 2.1
Establishment of Trust. .....................................................................................7
ARTICLE III AUTHORIZATION AND DETAILS OF THE BONDS ................................ 7
Section 3.1
Authority for Indenture. ....................................................................................7
Section 3.2
Indenture Constitutes Contract. ........................................................................ 8
Section 3.3
Authorization of the Bonds. ..............................................................................8
Section 3.4
Details of the Bonds. .........................................................................................8
Section 3.5
Book-Entry Provisions. .....................................................................................9
Section 3.6
Form of Bonds. ............................................................................................... 11
Section 3.7
Execution of Bonds. ........................................................................................12
Section 3.8
Authentication of Bonds. ................................................................................ 12
Section 3.9
Registration, Transfer and Exchange. .............................................................12
Section 3.10
Charges for Exchange or Transfer. ................................................................. 13
Section 3.11
Temporary Bonds. .......................................................................................... 13
Section 3.12
Bond Mutilated, Lost, Stolen or Destroyed. ................................................... 13
Section 3.13
Cancellation of Bonds. ....................................................................................14
Section 3.14
Legends. ..........................................................................................................14
ARTICLE IV REDEMPTION OF BONDS ......................................................................... 14
Section 4.1
Redemption of Bonds. .................................................................................... 14
Section 4.2
[RESERVED]. ................................................................................................ 14
Section 4.3
Optional Redemption. .....................................................................................14
Section 4.4
[RESERVED]. ................................................................................................ 14
Section 4.5
[RESERVED]. ................................................................................................ 14
Section 4.6
Selection of Bonds for Redemption. ...............................................................15
Section 4.7
Notice of Redemption. ....................................................................................15
Section 4.8
Payment of Redeemed Bonds. ........................................................................15
ARTICLE V ISSUANCE OF BONDS .................................................................................16
Section 5.1
Issuance of Bonds. .......................................................................................... 16
Section 5.2
Parity of Bonds. .............................................................................................. 16
Section 5.3
Conditions of Issuing Bonds. ..........................................................................17
Section 5.4
Issuance of Additional Bonds. ........................................................................18
ARTICLE VI APPLICATION OF BOND PROCEEDS ......................................................19
Section 6.1
Application of Bond Proceeds. ....................................................................... 19
ARTICLE VII FUNDS AND ACCOUNTS ......................................................................... 19
Section 7.1
Project Fund. ...................................................................................................19
Section 7.2
Bond Fund. ..................................................................................................... 20
Section 7.3
Accounts Within Funds. ................................................................................. 21
Section 7.4
[RESERVED]. ................................................................................................ 21

i

Section 7.6
Discharge of Liability. .................................................................................... 21
ARTICLE VIII INVESTMENT OF FUNDS ....................................................................... 22
Section 8.1
Investment of Funds. ...................................................................................... 22
Section 8.2
Security for Deposits. ..................................................................................... 24
Section 8.3
Investments through Trustee’s Bond Department. ......................................... 25
Section 8.4
Valuation of Investments. ...............................................................................25
ARTICLE IX GENERAL COVENANTS OF THE AUTHORITY .....................................25
Section 9.1
Payment of Bonds. ..........................................................................................25
Section 9.2
Covenants and Representations of Authority. ................................................ 25
Section 9.3
Benefits to Owners. ........................................................................................ 26
Section 9.4
Covenants with Respect to Financing Agreement. .........................................26
Section 9.5
Trustee May Enforce Authority’s Rights to Revenues. ..................................26
Section 9.6
Further Assurances. ........................................................................................ 26
Section 9.7
[RESERVED]. ................................................................................................ 27
Section 9.8
Prohibited Activities. ...................................................................................... 27
ARTICLE X DEFAULTS AND REMEDIES ...................................................................... 27
Section 10.1
Events of Default. ........................................................................................... 27
Section 10.2
[RESERVED]. ................................................................................................ 28
Section 10.3
Other Remedies; Rights of Bondholders. ....................................................... 28
Section 10.4
Effect of Discontinuance or Abandonment. ................................................... 28
Section 10.5
Rights of Owners. ........................................................................................... 28
Section 10.6
Restriction on Owner’s Action. ...................................................................... 29
Section 10.7
Power of Trustee to Enforce. .......................................................................... 29
Section 10.8
Remedies Not Exclusive. ................................................................................29
Section 10.9
Waiver of Events of Default; Effect of Waiver. ............................................. 30
Section 10.10
Application of Money. ....................................................................................30
Section 10.11
Notice of Certain Defaults; Opportunity to Cure Such Defaults. ................... 31
ARTICLE XI TRUSTEE ...................................................................................................... 31
Section 11.1
Appointment and Acceptance of Duties. ........................................................ 31
Section 11.2
Responsibilities. ..............................................................................................31
Section 11.3
Powers. ............................................................................................................33
Section 11.4
Compensation. ................................................................................................ 34
Section 11.5
No Duty to Maintain Insurance. ..................................................................... 34
Section 11.6
Notice of Event of Default. .............................................................................34
Section 11.7
Action Upon Default. ......................................................................................34
Section 11.8
Limitation of Liability. ................................................................................... 35
Section 11.9
Ownership of Bonds. ...................................................................................... 36
Section 11.10
No Duty to Invest. ...........................................................................................36
Section 11.11
Reports by Trustee. .........................................................................................37
Section 11.12
Construction of Provisions of Indenture. ........................................................37
Section 11.13
Resignation. .................................................................................................... 37
Section 11.14
Removal. .........................................................................................................37
Section 11.15
Appointment of Successor Trustee. ................................................................ 38
Section 11.16
Successor to be Bank or Trust Company. .......................................................38
Section 11.17
Failure to Appoint a Successor Trustee. ......................................................... 38
Section 11.18
Acceptance by Successor Trustee. ..................................................................38

ii

Section 11.19
Merger or Consolidation. ................................................................................39
Section 11.20
[RESERVED]. ................................................................................................ 39
Section 11.21
Notice of Occurrence of Event of Default. ..................................................... 39
Section 11.22
Intervention by Trustee. ..................................................................................39
Section 11.23
Jurisdiction and Trial by Jury ......................................................................... 39
Section 11.24
Force Majeure ................................................................................................. 39
ARTICLE XII MODIFICATION OF INDENTURE AND SUPPLEMENTAL
INDENTURES ............................................................................................... 40
Section 12.1
Supplemental Indentures Without Consent of Owners. ................................. 40
Section 12.2
Supplemental Indentures with Consent of Owners. ....................................... 41
Section 12.3
Limitation on Amendments. ........................................................................... 42
Section 12.4
Trustee Authorized to Enter Into Supplemental Indenture. ............................42
Section 12.5
Opinion of Counsel. ........................................................................................42
Section 12.6
Consent of County. ......................................................................................... 42
ARTICLE XIII AMENDMENT OF FINANCING AGREEMENT OR ASSIGNMENT ... 42
Section 13.1
Amendments to Financing Agreement Not Requiring Consent of Owners. .. 42
Section 13.2
Amendments, etc., to Financing Agreement Requiring Consent of Owners. .43
Section 13.3
Limitation on Amendments. ........................................................................... 43
Section 13.4
Opinion of Counsel. ........................................................................................44
ARTICLE XIV DISCHARGE OF INDENTURE ................................................................ 44
Section 14.1
Discharge of Indenture. .................................................................................. 44
Section 14.2
Bonds Deemed to be Paid. ..............................................................................45
ARTICLE XV MISCELLANEOUS ....................................................................................... 45
Section 15.1
Limitation of Liability of Directors, Officers, etc., of Authority and the Trustee. . 45
Section 15.2
Dissolution of Authority. ...................................................................................45
Section 15.3
Interested Parties. ..............................................................................................45
Section 15.4
Severability of Invalid Provisions. ..................................................................... 46
Section 15.5
Notice. ............................................................................................................. 46
Section 15.6
Consent of Holders. .......................................................................................... 46
Section 15.7
Counterparts. .................................................................................................... 47
Section 15.8
Governing Law. ................................................................................................47
Exhibit A - Form of 2026 Bond

iii

MEMORANDUM
TO:

Members, Board of Supervisors

FROM:

Frank J. Rogers, County Administrator FJR

SUBJECT:

Carryover Requests FY2026 to FY2027 & Encumbrances

Date:
September 30, 2026
________________________________________________________________________
BACKGROUND:
Annual submission of carryover requests by departments is the process in which unspent
budgeted funds from one Fiscal Year are allowed to be carried forward to the new Fiscal Year
with proper justification and approval.
All requests must include a complete and concise explanation justifying the request and be $500
or greater and/or be Grant funded to be considered for approval.
DISCUSSION:
This year’s net carryover requests from the General Fund total $1,064,065.28. Of these requests,
staff recommends $1,029,796.64. Significant carryover requests include: $347,765.59 Opioid
Settlement Funds; $217,379.77 for 911 Radio System maintenance and future needs; and
$83,010.16 for Seneca Commerce Park Maintenance.
In the Capital Improvement Plan (CIP), carryover requests total $13,077,800.40. This figure
includes $6,51,357.72 dedicated to the construction of the 100,000 sq ft building in Seneca..
These requests include funds in the amount of; $319,968.37 for the continued implementation of
new financial software; $1,672,254.07 for Fire and EMS Apparatus; and $187,690.35 for Park
Development. It is important to remember the Capital Improvement Plan is a five-year plan and
monies within each year of the plan are oftentimes budgeted in anticipation of accruing over the
five-year period to fully fund projects and needs.
Requested carryovers in the Solid Waste Fund total $498,312.
The attached spreadsheet reflects the requested carryover amounts for each department and line
item.
RECOMMENDATION:
Staff recommends that the Board approve the above carryover and encumbrance requests as
recommended. Individual expenditure line information for County funds is attached for County
carryovers.

TO:
FROM:

Frank Rogers, County Administrator
Callie Dombrowski, Finance/Budget Manager
FY 26 Carryover Requests

9/21/2026

GL Line #

Line Description

4-100-012110-5900

Opioid Settlement Expenditures

FY26 Amended
Budget

FY26 Adopted
Budget

FY26
Actual

FY27 Adopted
Budget

Requested
Carryover

Recommended
Carryover

FY27 Budget
w/Carryover

Encumbrance
Amount

GENERAL FUND - 100
County Administrator

-

357,265.59

9,500.00

-

347,765.59

347,765.59

-

357,265.59

9,500.00

-

347,765.59

347,765.59

36,500.00

30,300.00

22,556.36

38,000.00

7,743.64

7,743.64

36,500.00

30,300.00

22,556.36

38,000.00

7,743.64

7,743.64

10,000.00

9,485.27

7,595.54

9,800.00

1,889.73

-

10,000.00

9,485.27

7,595.54

9,800.00

1,889.73

-

6,000.00

7,560.00

2,217.20

2,000.00

2,222.00

2,222.00

6,000.00

7,560.00

2,217.20

2,000.00

2,222.00

2,222.00

4-100-012510-3190
Other Professional Services
Funds are requested to be carried over as professional services continue to increase and we have several
projects slated for FY27 that will require some assistance. We have hired a new Network & Systems
Administrator and I would like for them to have some assistance in projects for the upcoming year.

128,940.00

128,940.00

121,906.78

143,000.00

2,750.00

4-100-012510-3313
Maint/Repair - EDP Equipment
Funds are requested to be carried over for battery replacements for UPS units on critical equipment that
we not gotten to this fiscal year due to other projects. We will replace more UPS battery backup units in
the coming year due to power surges within the Rustburg area.

2,500.00

4,205.00

1,705.70

2,500.00

4-100-012510-3323
Maint Contract - EDP Equipment
As one of our largest lines, we are finding that contracts are going up higher and higher each year. Even
though this is a small amount, it could be a percentage of an unforeseen increase in the upcoming year.

448,495.00

526,061.89

511,042.83

4-100-012510-5230
Telephone
The IT Department has increased the usage of hotspots as well as SIM cards for Community
Development. I wouldn't like to carryover this amount in the case that costs go up next year or if we add
one other device to our inventory.

9,132.00

9,132.00

37,286.00

46,835.51

Funds are requested for carryover so that projects eligible for opioid settlement funding can be
completed in future fiscal years. We also need the ability to account for these settlement funds in the
event of an audit.
TOTAL REQUEST County Administrator
Commissioner of the Revenue

4-100-012310-3190
Other Professional Services
Funds are requested for carryover to help with the extra incurred cost by the County for being on
BAI/Bright another year that was not planned.
TOTAL REQUEST Commissioner of the Revenue

Management Services

4-100-012420-5540
Convention & Education
Funds requested to be carried forward to cover registration fees and associated costs for professional
development conferences, classes, and training sessions that were approved but not yet attended or
invoiced prior to fiscal-year end. Carrying these funds forward will allow staff to complete planned
professional development activities in the new fiscal year.
TOTAL REQUEST Management Services

Public & Employee Relations

4-100-012425-5540
Convention & Education
Funds are requested to be carried over to FY27 to pay the remaining balance of a training session. We
have put down a deposit of $1,500.00 and still have $3,500.00. Originally training was scheduled for
Spring of FY26, but had to be postponed to the Fall.
TOTAL REQUEST Public & Employee Relations

Information Technology

4-100-012510-5240

Electronic Network Charges

1

347,765.59

-

-

347,765.59
45,743.64

-

-

45,743.64
9,800.00

-

9,800.00
4,222.00

-

4,222.00

-

2,778.04

145,778.04

2,499.00

-

-

2,500.00

399,320.00

1,218.00

-

-

399,320.00

7,981.49

10,440.00

1,150.00

-

-

10,440.00

42,160.47

37,286.00

4,675.00

-

-

37,286.00

GL Line #
Line Description
This line takes care of all of the internet connections that we have within the County. We have made
changes to some of the connections and we are seeing that we did not utilize the entire amount this year.
We are requesting a large portion of these funds to be carried over only in the case that an animal shelter
is being built. This could potentially help offset those costs for network access at this site. We just
signed an agreement with Shentel which lowered our costs moving forward. We also noticed that there
was an open PO tied to these accounts so we started paying monthly towards the PO which left us with
an excess last year. We did not need the amount as our costs have not risen in this category.
4-100-012510-5540
Convention & Education
We are requesting these funds for additional training next fiscal year as we are a smaller department and
I would like for staff to be trained on new technologies and projects that we have coming up. We also
have a new hire coming on with us July 1st and this money could benefit the training needs of this
individual.

FY26
Actual

FY27 Adopted
Budget

Requested
Carryover

Recommended
Carryover

Encumbrance
Amount

FY27 Budget
w/Carryover

25,250.00

31,049.40

18,122.60

18,500.00

3,869.00

3,869.00

5,962.50

28,331.50

100,400.00

100,400.00

79,492.77

83,200.00

4,461.00

4,461.00

15,422.08

103,083.08

752,003.00

846,623.80

782,412.64

694,246.00

20,622.00

8,330.00

24,162.62

726,738.62

70,721.00

66,414.00

-

72,842.63

21,535.39

21,535.39

-

94,378.02

300.00

1,300.00

468.00

300.00

832.00

-

-

300.00

1,368.00

1,310.00

768.00

768.00

542.00

-

-

768.00

1,310.00

2,424.00

-

1,368.00

2,424.00

-

-

1,368.00

1,774.00

2,243.94

1,896.61

1,774.00

347.33

-

-

1,774.00

1,330.00

1,330.00

637.00

1,330.00

693.00

-

-

1,330.00

170.00

170.00

150.00

170.00

20.00

-

-

170.00

Funds are requested to be carried forward to FY27 to support ongoing Victim/Witness Grant Program
Operations to include providing staff with required travel for training and grant-related activities.
4-100-021900-6003
Emergency Funds for Victims

-

375.00

-

-

375.00

-

-

-

Funds are requested to be carried forward to FY27 to support ongoing Victim/Witness Grant Program
Operations to include providing staff with training opportunities and grant-related activities.
TOTAL REQUEST Victim Witness Grant

76,973.00

75,566.94

3,919.61

78,552.63

26,768.72

21,535.39

-

100,088.02

1,000.00

1,940.00

-

800.00

1,940.00

1,940.00

-

2,740.00

7,500.00

9,423.15

4,582.76

7,500.00

3,990.00

3,990.00

-

11,490.00

4-100-012510-8112

Network Client Personal Computers

We would like to carry over the remaining funds in this line since we are seeing that prices of endpoint
devices have gone up. Chip shortages have also backlogged us some on replacements and we will need
every dollar we can spare moving forward for new device replacements.
TOTAL REQUEST Information Technology
Victim Witness Program

FY26 Amended
Budget

FY26 Adopted
Budget

4-100-021900-1123

Comp - Victim/Witness Advocate

Funds are requested to be carried forward to FY27 to support ongoing Victim/Witness Grant Program
Operations
4-100-021900-5210

Postage

Funds are requested to be carried forward to FY27 to support ongoing Victim/Witness Grant Program
Operations
4-100-021900-5230
Telephone
Funds are requested to be carried forward to FY27 to support ongoing Victim/Witness Grant Program
Operations
4-100-021900-5510

Personal Vehicle Mileage

Funds are requested to be carried forward to FY27 to support ongoing Victim/Witness Grant Program
Operations to include providing staff with required travel for training and grant-related activities.
4-100-021900-5530

Travel - Sustenance & Lodging

Funds are requested to be carried forward to FY27 to support ongoing Victim/Witness Grant Program
Operations
4-100-021900-5540

Convention & Education

Funds are requested to be carried forward to FY27 to support ongoing Victim/Witness Grant Program
Operations
4-100-021900-5810

Commonwealth's Attorney's Office

Dues & Association Memberships

4-100-022100-5510
Personal Vehicle Mileage
Funds are requested to be carried over to commute to each training for attorneys. Due to the rising cost
of trainings, these funds are needed in FY27.
4-100-022100-5530
Travel - Sustenance & Lodging
Funds are requested to be carried forward to allow further training for attorneys. Funding was initially
projected to be used in FY26 and has since been determined to be needed in FY27 due to rising costs in
lodging and travel when the trainings will take place.

2

FY26 Adopted
Budget
2,300.00

FY26 Amended
Budget
3,041.50

FY26
Actual
1,640.83

FY27 Adopted
Budget
2,300.00

Requested
Carryover
1,400.00

Recommended
Carryover

10,800.00

14,404.65

6,223.59

10,600.00

7,330.00

4-100-031200-5540
Convention & Education
Funds are needed for specific leadership classes that have been identified and will be attended in the
next few months. These are highly regarded Command College courses that 2 Command Staff members
will be attending.

92,305.00

100,627.61

94,426.03

111,305.00

6,201.58

-

-

111,305.00

4-100-031200-6003
Animal Care Supplies
Funds were donated by citizens of Campbell County for the K9 Program. We will use these funds to
help supplement the maintenance expenses of our 5 K9's in FY27.
4-100-031200-6017
Project Lifesaver Program
Funds were donated by citizens of Campbell County for the Project Lifesaver Program. We will use
these funds to purchase new tracking equipment in the future for this program. No County Funds are
used for this project.

16,980.00

37,537.85

33,366.63

16,980.00

4,171.22

4,171.22

-

21,151.22

-

10,565.35

4,458.68

-

6,106.67

6,106.67

-

6,106.67

4-100-031200-6023
Crime Watch Prevention
Funds were donated by citizens of Campbell County for the Crime Prevention Program. We will
purchase supplies for this program in the next fiscal year with these donated funds.

2,000.00

9,827.72

7,896.20

1,500.00

1,931.52

1,931.52

-

3,431.52

-

6,371.96

-

-

6,371.96

6,371.96

-

6,371.96

GL Line #
4-100-022100-6012

Line Description
Books & Subscriptions
Funds are requested to be carried over to continue updating our law library with the most current
versions of the laws which are updated each year.
TOTAL REQUEST Commonwealth's Attorney's Office
Sheriff's Office

4-100-031200-6026
Central VA Task Force Equipment
Funds are carried over from year to year and received from smaller Task Force seizures.

5,930.00

-

16,530.00

-

98,444.00

75,000.00

-

23,444.00

23,444.00

-

23,444.00

4-100-031200-6032
J. Saunders Memorial
Funds were donated by Campbell County citizens for Jason's Memorial Garden. We will use these funds
in FY27 to maintain the Jason Saunders Memorial Garden. No County Funds are used for this project.

-

6,642.18

4,460.53

-

2,181.65

2,181.65

-

2,181.65

4-100-031200-8120
CNT Supplies
Funds were donated by citizens of Campbell County for the Crisis Negotiation Team. We will use these
funds to purchase equipment in the future for this program. No County funds are used for this project.

-

2,415.76

59.98

-

2,355.78

2,355.78

-

2,355.78

-

89,103.05

5,901.00

-

83,202.05

83,202.05

-

83,202.05

111,285.00

361,535.48

225,569.05

129,785.00

135,966.43

129,764.85

-

259,549.85

4-100-031400-3324
Maint Contracts - Communic Equipment
Funds are requested to be carried forward due to our ongoing integration to the Regional Radio System.
We are still working to determine solutions to some ongoing tower issues.

277,271.00

483,682.08

266,302.31

291,115.00

217,379.77

217,379.77

-

508,494.77

4-100-032304-3310
Maint/Repair - Buildings
Funds needed to complete ongoing necessary maintenance issues (generator, HVAC, electrical, etc).
This station is used for storage of equipment for Public Safety and Gladys Volunteer Fire Department. It
is also the fueling station for our southern departments and Public Safety career staff. *Future station to
house career staff*

47,250.00

88,592.90

5,268.30

47,250.00

83,324.60

83,324.60

-

130,574.60

4-100-032306-3310
Maint/Repair - Buildings
Funds needed to complete renovations (painting) needed to station 6.

70,000.00

135,000.00

115,943.94

70,000.00

19,056.06

19,056.06

-

89,056.06

394,521.00

707,274.98

387,514.55

408,365.00

319,760.43

319,760.43

-

728,125.43

2,000.00

5,412.00

-

-

5,412.00

-

-

-

2,000.00
3

5,412.00

-

-

5,412.00

-

-

-

TOTAL REQUEST Sheriff's Office

TOTAL REQUEST Public Safety
Community Development

FY27 Budget
w/Carryover
2,300.00

4-100-031200-6031
Police Equipment/Supplies Donations
Funds received from selling the Grizzly Armored vehicle on GovDeals at the end of FY26. These will
be used for maintenance and additional equipment for the new BearCat Armored Vehicle in FY27.

4-100-031200-8121
Cash Held in Evidence
Funds are carried over and distributed once the case has been taken to court and a determination has
been made regarding the release of the evidence funds.

Public Safety

-

Encumbrance
Amount
-

4-100-034500-3190
Other Professional Services
Funds are requested to be carried forward to be used in the event Third Party inspections are needed.
Due to staffing shortages and lack of applicants, we may be required to utilize outside help to perform
building inspections.
TOTAL REQUEST Community Development

Public Works

GL Line #
Line Description
4-100-043400-3306
Grounds Exterior Maint
Funds are requested to be carried over for updating/replacing campus signage along with targeted
wayfindings signage reflecting new brand.
4-100-043400-3327
Maint Contract - Ball Field Mowing
Funds are requested to be carried forward for the continued use of mowing park/ball fields and other
areas as needed. These funds are tied directly to the ongoing mowing contract. Additional funds will be
needed for FY27 as we anticipate a rate increase as the contract will be up for a 1 year renewal.
4-100-043400-3345
Maint/Repair - HVAC Repairs
Funds are requested to be carried forward for the replacement of a mini split system in the mechanical
room on the lower level of the Habere Bldg as well as server room in Timbrook Library.
4-100-043400-3348
Maint/Repair - Painting & Floors
Funds are requested to be carried forward for exterior painting of the Patrick Henry Memorial Library.
TOTAL REQUEST Public Works

Library Administration

4-100-073100-6014
Other Operating Supplies
Funds are requested to be carried over for 1 initiative. In May 2026, Economic Development transferred
$12,000 into this line to purchase signage and other materials related to the rebranding initiative. Also,
in mid-May, we received the new logo files and branding guide documents to use in the process. We
purchased a large chunk of the needed items, but we were not able to finalize all of the design work to
replace our signage. There were simply too many different signs to design and go through production in
such a short window of time (mid-May through the end of June). Funds requested to be carried over
will be used to complete Phase 1 of the rebranding initiative for the Library and Parks and Recreation.
TOTAL REQUEST Library

Economic Development

FY26 Adopted
Budget
20,000.00

FY26 Amended
Budget
20,000.00

FY26
Actual
9,293.14

FY27 Adopted
Budget
20,000.00

Requested
Carryover
10,706.86

Recommended
Carryover
10,706.86

Encumbrance
Amount
-

FY27 Budget
w/Carryover
30,706.86

78,100.00

98,100.00

68,840.00

78,100.00

29,260.00

29,260.00

-

107,360.00

50,000.00

73,000.00

72,433.63

75,000.00

566.37

566.37

-

75,566.37

15,000.00

20,954.60

6,253.86

12,500.00

14,700.00

14,700.00

-

27,200.00

163,100.00

212,054.60

156,820.63

185,600.00

55,233.23

55,233.23

-

240,833.23

16,500.00

28,135.00

24,490.01

16,500.00

3,500.00

3,500.00

-

20,000.00

16,500.00

28,135.00

24,490.01

16,500.00

3,500.00

3,500.00

-

20,000.00

25,045.00

5,000.00

20,045.00

20,045.00

-

20,045.00

36,731.64

24,992.01

11,739.63

11,739.63

-

40,929.63

12,216.72

12,216.72

-

12,216.72

-

25,960.00

-

4-100-081500-3190
Other Professional Services
These funds are dedicated to a program to benefit manufacturing development in the area. Upcoming
projects may include contracted grant services, workforce development scholarships as the need arises
and projects are identified.
4-100-081500-3600
Advertising
All remaining funds are requested to be carried over to FY27 to pay items related to the brand procured
but not yet invoiced.

35,000.00

-

4-100-081500-3651
501 Coalition Market Plan
Campbell County serves as the fiduciary agent for the 501 Coalition. Funds were dues paid by Coalition
members and are not part of the County general fund budget. All remaining funds must be carried over
to FY27.

-

29,190.00

-

4-100-081500-3652
ED Tourism
These funds are requested to be carried over for printing tourism brochures in new brand and event
photography ordered.

12,000.00

10,770.00

6,705.00

25,960.00

1,840.00

4-100-081500-5906
Seneca Maintenance
These funds are generated from the Cell tower and are dedicated to maintenance and improvement of
the Seneca Commerce Park. We are requesting all funds be carried over to FY27. Funds are used for
sign maintenance, landscape management, stormwater pond maintenance and other improvements to
access and look of the industrial park.

10,125.00

112,154.24

29,144.08

10,350.00

83,010.16

83,010.16

-

93,360.16

57,125.00

196,917.60

65,841.09

65,500.00

128,851.51

127,011.51

-

192,511.51

1,000.00

2,000.00

-

1,000.00

1,000.00

1,000.00

-

2,000.00

2,000.00

-

1,000.00

1,000.00

1,000.00

-

2,000.00

TOTAL REQUEST Economic Development
Cooperative Extension/4H

12,216.72

-

4-100-083400-5915
CC Youth Advisory Council
Funds are requested to be carried over for our teen leadership club that does various community service
events county wide as well as planning and implementing 4-H Summer Camp. Funding was initially
projected to be used in FY26, but due to staff changes and turnovers, the funds were not able to be
utilized and since determined to be needed in FY27 to re-establish the Teen Leadership Club.

-

4

TOTAL REQUEST Cooperative Extension/4H

1,000.00

GL Line #

Line Description

General Fund Total Request
GRANTS-GENERAL FUND - 100
Sheriff's Office

FY26 Amended
Budget

FY26 Adopted
Budget

1,637,807.00

FY26
Actual

FY27 Adopted
Budget

Recommended
Carryover

Encumbrance
Amount

1,064,065.28

1,029,796.64

24,162.62

FY27 Budget
w/Carryover

2,854,535.91

1,694,660.27

-

33,600.00

25,139.69

-

8,460.31

8,460.31

-

8,460.31

-

2,571.00

1,928.68

-

642.32

642.32

-

642.32

4-100-031640-2720
Workers Compensation
These are Grant Funds and must be carried over to FY27.

-

1,143.00

622.93

-

520.07

520.07

-

520.07

4-100-031640-6010
Police Supplies
These are Grant Funds and must be carried over to FY27.

-

4,103.00

3,551.60

-

551.40

551.40

-

551.40

3-100-033010-0029-034
DMV - Police Traffic Services Rev
These are Grant Funds not received in FY26, and must be carried over to FY27.

-

(79,992.75)

(29,108.67)

-

(50,884.08)

(50,884.08)

-

(50,884.08)

4-100-031641-1200
Comp - Overtime
These are Grant Funds and must be carried over to FY27.

-

27,300.00

22,585.16

-

4,714.84

4,714.84

-

4,714.84

4-100-031641-2100
Employer Cost - FICA
These are Grant Funds and must be carried over to FY27.

-

2,089.00

1,732.50

-

356.50

356.50

-

356.50

4-100-031641-2720
Workers Compensation
These are Grant Funds and must be carried over to FY27.

-

929.00

587.47

-

341.53

341.53

-

341.53

3-100-033010-0016-034
DMV 402 Grant-Selctv Enfrcm Alcohol
These are Grant Funds not received in FY26, and must be carried over to FY27.

-

(71,490.77)

(29,079.51)

-

(42,411.26)

(42,411.26)

-

(42,411.26)

4-100-031745-1300
Comp - P/T Help
These are Grant Funds and must be carried over to FY27.

-

66,637.50

42,387.00

-

24,250.50

24,250.50

-

24,250.50

4-100-031745-2100
Employer Cost - FICA
These are Grant Funds and must be carried over to FY27.

-

5,299.95

3,576.55

-

1,723.40

1,723.40

-

1,723.40

4-100-031745-2720
Workers Compensation
These are Grant Funds and must be carried over to FY27.

-

2,312.22

1,503.96

-

808.26

808.26

-

808.26

3-100-033010-0007-034
VSTOP Violence Against Women Grant
These are Grant Funds not received in FY26, and must be carried over to FY27.

-

(70,789.22)

(58,092.18)

-

(12,697.04)

(12,697.04)

-

(12,697.04)

4-100-031797-8118
Law Enforcement Equipment - Vest
These are Grant Funds and must be carried over to FY27.

-

15,884.84

6,985.00

-

8,899.84

8,899.84

-

8,899.84

3-100-033010-0035-034
Bulletproof Vest Partnership Grant
These are Grant Funds not received in FY26, and must be carried over to FY27.

-

(21,384.81)

(14,964.50)

-

(6,420.31)

(6,420.31)

-

(6,420.31)

4-100-031765-8118
Law Enforcement Equipment
These are Grant Funds and must be carried over to FY27.

-

25,000.00

-

-

23.00

23.00

3-100-024043-0020-023
Unmanned Aircraft Replacement Grant
These are Grant Funds not received in FY26, and must be carried over to FY27.

-

(25,000.00)

-

-

(25,000.00)

(25,000.00)

-

-

3-100-024043-0010-023
Combating Hate Crimes Grant
These are Grant Funds not received in FY26, and must be carried over to FY27.

-

(14,127.00)

-

-

(14,127.00)

(14,127.00)

-

-

4-100-031775-6010
Forensic Technology Supplies
These are Grant Funds not received in FY26, and must be carried over to FY27.

-

4,606.00

-

-

4,606.00

4,606.00

-

4,606.00

4-100-031775-8118
Forensic Technology Equipment
These are Grant Funds and must be carried over to FY27.

-

182,933.00

182,932.27

-

0.73

0.73

-

0.73

3-100-024043-0030-023
Operation Ceasefire Grant
These are Grant Funds not received in FY26, and must be carried over to FY27.
TOTAL GRANT REQUEST Sheriff's Office

-

(187,539.00)

(182,932.27)

-

(4,606.73)

(4,606.73)

-

(4,606.73)

-

(95,915.04)

(20,644.32)

-

(100,247.72)

(100,247.72)

-

25,000.00

1,980.56

-

23,019.44

23,019.44

4-100-031640-1200
Comp - Overtime
These are Grant Funds and must be carried over to FY27.
4-100-031640-2100

Employer Cost - FICA

1,639,948.63

Requested
Carryover

2,693,907.89

These are Grant Funds and must be carried over to FY27.

Public Safety

4-100-032500-8202

BREMS Grant - K9

5

24,977.00

24,977.00
-

25,000.00

(36,143.72)
23,019.44

GL Line #
Line Description
Grant funds that are used to support our CISM K-9.
Emergency Mgmt Perf Grant LEMPG
4-100-035500-5895
Grant funds that are used to support our emergency management programs/needs.

FY26
Actual

FY27 Adopted
Budget

Requested
Carryover

Recommended
Carryover

Encumbrance
Amount

FY27 Budget
w/Carryover

-

39,730.76

6,068.81

-

33,661.95

33,661.95

-

33,661.95

-

64,730.76

8,049.37

-

56,681.39

56,681.39

-

56,681.39

-

(31,184.28)

(12,594.95)

-

(43,566.33)

(43,566.33)

4-302-094100-0066
Network Infrastructure Equipment
We are actively replacing network equipment as they age out or reach EOL. We request that these funds
continue to be carried over for normal infrastructure replacements.

63,000.00

81,869.33

44,926.35

-

36,942.98

36,942.98

-

36,942.98

4-302-094100-0068
Toughbook Rugged Laptop Replacement
In an effort to continue supporting the Sheriff's Office and their toughbook replacements for deputies
and staff, we will need to continue to carry over any amount as possible as these machines continue to
have price increases. Captain Lawhorn works closely with us on their needs for toughbooks and a large
purchase will need to be made next fiscal year to support EOL devices and unsupported operating
systems.

65,000.00

67,644.62

68,250.00

67,644.62

67,644.62

-

135,894.62

25,000.00

32,328.61

32,328.61

-

57,328.61

58,372.56

58,372.56

-

58,372.56

20,000.00

20,000.00

-

40,000.00

-

114,886.61

114,886.61

2,524,930.60

2,639,817.21

-

29,564.70

29,564.70

5,435.30

35,000.00

100,000.00

100,000.00

-

200,000.00

16,062.39

16,062.39

101,576.00

117,638.39

TOTAL GRANT REQUEST Public Safety

Grants-General Fund Total Request
CIP FUND - 302
Information Technology

FY26 Amended
Budget

FY26 Adopted
Budget

-

4-302-094100-0069
Maintain Audio & Visual Systems
We are requesting the entire amount for this line. We need to be sure we are maintaining our AV
equipment throughout the complex and this will continue to help us do this in regard to replacements
and support. An upgrade to our Boardroom is slated to come year utilizing this line.
4-302-094100-0070
Network Server Hardware
We already know that the cost is rising to keep critical infrastructure running and given the cost of our
server environment, we need to be sure that we are combining CIP money to look towards our next
refresh.
4-302-094100-0080

32,328.61

-

58,372.56

-

-

20,000.00

-

-

11,131,801.69

20,000.00

CC IT Plan Update/Strategic

We are due for another Strategic Plan update so that we can plan for the future. We have not had the
capacity to do this plan this year, so we would like to carry this money over to work on this next fiscal
year.
4-302-094100-0081
Broadband Access
Funds are requested to be carried forward to be used for broadband expenses in FY27.
4-302-094100-0083
Maintain Keyless Entry System
IT has taken on implementing and supporting more keyless entry and security aspects of the County. To
continue the implementation and support of these systems moving forward, we would like to carryover
this money for future projects and upgrades to our facilities to support the citizens.
4-302-094100-0084
Update Existing Fiber

-

8,491,984.48

35,000.00

35,000.00

-

100,000.00

100,000.00

-

-

20,000.00

100,000.00

24,977.00

20,537.67

IT is critical to continue to support the documentation and replacement of our existing fiber
infrastructure. This line is setup for these projects. We have already picked a vendor from an RFP to
support the documentation piece, but we have not executed an agreement yet. We will be working on
this in the coming years to document and replace as needed.
4-302-094100-0085
Facility Access & Security
IT has taken on implementing and supporting more keyless entry and security aspects of the County. To
continue the implementation and support of these systems moving forward, we would like to carryover
this money for future projects and upgrades to our facilities to support the citizens.
TOTAL CIP REQUEST Information Technology
Management Services

-

327,492.00

209,853.61

11,854,508.81

8,746,764.44

213,250.00

475,802.47

475,802.47

2,631,941.90

3,320,994.37

-

1,084,607.64

109,337.00

170,000.00

319,968.37

319,968.37

655,302.27

1,145,270.64

-

1,084,607.64

109,337.00

170,000.00

319,968.37

319,968.37

655,302.27

1,145,270.64

500,000.00

1,542,675.23

1,091,204.85

376,000.00

222,462.13

222,462.13

229,008.25

827,470.38

6

1,953,619.49

491,610.11

1,114,008.00

1,449,791.94

1,449,791.94

12,217.44

2,576,017.38

283,000.00

4-302-094110-0020
ERP Financial Software
Funds in this account are associated with the ERP financial software implementation and related
licensing costs. The project scope extends beyond the fiscal year-end. Carryover of these funds is
necessary to fulfill existing contractual obligations and ensure continuity of the ERP Project.
TOTAL CIP REQUEST Management Services

Public Safety

4-302-094300-0020
Fire Apparatus/Facility Replacement
Funds will be needed to equip our new Public Safety Engine. Some purchases will need to be made
after receiving the apparatus in the fall.
4-302-094300-0030

EMS Apparatus/Facility Replace Prog

933,208.00

-

GL Line #
Line Description
Funds are requested to be carried forward due to time needed to receive new units. We are working
closely with our state contract partners to obtain the vehicles as soon as possible. We have vehicles on
order that will also need to be equipped. There will also be equipment needs due to acquiring Citizens
Emergency Crew apparatus and building.

Recommended
Carryover

1,490,008.00

1,672,254.07

1,672,254.07

4-302-094400-0070
Animal Control Bldg - Build/Const
Funds requested to be carried over for the design and construction of the future Animal Control
Building.

800,000.00

800,000.00

-

1,700,000.00

800,000.00

800,000.00

4-302-094400-0088
Facility Capital Replacement
Funds are requested to be carried forward for the ongoing renovations and improvements to the Historic
Church, Patrick Henry Memorial Library. This request also includes proposed projects for the Historic
Courthouse such as sidewalk repair/replacement, lighting upgrades etc.. In addition, carry over funds
will be combined with FY27 funding for Va. Health Dept building upgrades along w/HVAC upgrades
to the Court House.

585,000.00

1,211,400.35

898,538.40

595,000.00

289,611.95

289,611.95

123,000.00

123,000.00

27,817.00

27,817.00

241,225.69
-

23,250.00

FY27 Budget
w/Carryover

3,403,487.76
2,500,000.00

907,861.95

-

135,000.00

11,999.42

4-302-094450-0010
Transfer Site Improvements
Funds are requested to be carried over for parking lot improvements at various locations. Paving repairs
were placed on hold due to significant price increases for paving commodities. Remaining funds will be
utilized for continued site improvements for our recycling area.

-

184,569.85

128,752.00

4-302-094450-0020
Landfill Cap Improvements
Funds are requested to be carried forward for the proposed repairs to the existing cap and cover of the
closed portion of the landfill. Maintenance of the cap can covered is a requirement of the Solid Waste
Permit. Construction is scheduled to begin in late summer of 2026.

-

100,000.00

-

-

100,000.00

100,000.00

150,000.00

150,000.00

-

-

50,230.00

50,230.00

99,770.00

150,000.00

1,535,000.00

2,580,970.20

1,039,289.82

2,320,000.00

1,390,658.95

1,390,658.95

151,020.00

3,861,678.95

194,040.00

393,665.92

90,231.12

203,742.00

285,002.80

285,002.80

18,432.00

507,176.80

194,040.00

393,665.92

90,231.12

203,742.00

285,002.80

285,002.80

18,432.00

507,176.80

85,000.00

258,031.33

67,797.61

365,000.00

187,690.35

187,690.35

-

552,690.35

85,000.00

258,031.33

67,797.61

365,000.00

187,690.35

187,690.35

-

552,690.35

118,295.00

464,901.18

128,282.00

464,901.18

464,901.18

-

593,183.18

500,000.00

158,477.23

158,477.23

8,100.00

666,577.23

4-302-094600-0040
Vehicles & Equipment
We received insurance recovery funds for several accidents that occurred at the end of FY26. These
funds need to be carried over to FY27 to repair damaged vehicles and purchase replacement equipment
for the fleet. Also, funds need to be carried over for the installation in newly purchased vehicles, but
installations haven't been completed yet due to the backlog of vehicle upfitting.

4-302-094700-0010
Park Development - Consolidated
Funds are to be carried over for 3 initiatives. First, $30,000 is requested to be carried over to assist in the
cost of resurfacing the road at Long Island Park. We've been working with VDOT, DWR, and the
railroad on an agreement that will allow us to utilize some federal funds, as well as enter the road into
VDOT's system. We've been working on this for over two years and *hope* to have all the details nailed
down/funds spent out in FY27. We did not spend this money in FY26, as we had it earmarked for this
road project. Second, $7,690.35 of this total is the remainder of grant from the Virginia Department of
Forestry. It has been earmarked for a disc golf course at Long Mountain Park. Baskets and tee pads have
been purchased and installed. The remainder of the grant funds will pay for signage and professional
tree removal. And, third, $150,000 of this total is earmarked as matching funds toward a grant from the
VA Department of Conservation and Recreation that will pay for a restroom facility at Long Mountain
Park. The grant is set to be awarded in September 2026.
TOTAL CIP REQUEST Parks & Recreation
4-302-094800-0010
Simon's Run Special Service District
Funds are from the tax differential Simon's Run Special Service District for future improvements to
infrastructure within that district. All funds requested to be carried over into FY27.
4-302-094800-0015
Site Development

7

-

687,689.25

-

521,112.02

-

Encumbrance
Amount

4-302-094400-0089
Public Safety Facilities
Funds are requested to be carried forward to be used for the future construction and improvements to the
Public Safety Facilities. Projects include electrical upgrades and exterior improvements.

TOTAL CIP REQUEST Sheriff

Economic Development

Requested
Carryover

1,582,814.96

TOTAL CIP REQUEST Public Works

Parks & Recreation

FY27 Adopted
Budget

3,496,294.72

4-302-094450-0030
Upgrade Gas Wells
Funds are requested to be carried forward for the repair and replacement of existing gas wells and gas
collection lines located within the closed portion of the landfill. These infrastructure upgrades are
required per the Solid Waste Permit.

Sheriff's Office

FY26
Actual

1,433,208.00

TOTAL CIP REQUEST Public Safety
Public Works

FY26 Amended
Budget

FY26 Adopted
Budget

25,000.00

-

28,000.00

-

123,000.00

80,817.00

100,000.00

GL Line #
Line Description
Funds are designated for site development projects by Economic Development. All funds requested to
be carried over into FY27 Upcoming project to complete - pad ready site plan design for Lot V.

FY26 Amended
Budget

FY26 Adopted
Budget

FY27 Adopted
Budget

4-302-094800-0030
Brookneal - CC Airport Authority
Funds requested to be carried over for capital improvement projects at the airport. All funds requested
to be carried over into FY27.

-

141,785.93

-

4-302-094800-0035
Airport Ind Park Feasibility Study
Funds to be carried over for due diligence and master planning. All funds requested to be carried over
into FY27.

-

100,000.00

-

-

1,197,894.81

1,196,918.48

60,000.00

60,000.00

44,960.00

-

6,771,030.19

120,530.15

4-302-094800-0037
CCUSA - Yellow Branch Wastewater
Funds are to be carried over for Yellow Branch mixed use development sewerage project.
4-302-094800-0050
Gateway Sign Replacement
Funds are to be carried over for Gateway sign purchases, maintenance, and replacement. All funds
requested to be carried over into FY27. Sign proposal submitted to VDOT for approval in June 2026,
upon approval signs will be ordered. Three prices already obtained.
4-302-094800-0090
Seneca Comm Ctr
Funds are set aside for Phase II of construction of the 103k square foot Building project. All funds
requested to be carried over into FY27.

-

4-302-094800-0095
Ewing Drive Water/Sewer Phase III
Funds are from the proceeds of the sale of industrial property and are obligated for water/sewer
extension in the park match funding to the grant funds awarded. All funds requested to be carried over
into FY27.

Registrar

FY26
Actual

4-302-094870-0010

913,885.00

-

Recommended
Carryover

Encumbrance
Amount

FY27 Budget
w/Carryover

141,785.93

141,785.93

-

241,785.93

-

100,000.00

100,000.00

-

100,000.00

-

976.33

976.33

-

15,040.00

15,040.00

-

-

6,571,357.72

6,571,357.72

-

913,885.00

913,885.00

8,366,423.39

8,366,423.39

20,000.00

-

6,650,500.04

913,885.00

10,337,186.36

Elect Voting Machine/Equip/Training

120,000.00

120,000.00

-

-

120,000.00

120,000.00

-

120,000.00

260,000.00

260,000.00

-

-

260,000.00

260,000.00

-

260,000.00

-

-

9,200,971.38

380,000.00

380,000.00

380,000.00

380,000.00

4,088,543.00

30,385,264.98

13,519,755.60

5,510,282.00

13,077,800.40

13,077,800.40

30,000.00

40,000.00

29,627.87

25,000.00

10,372.00

10,372.00

-

35,372.00

870,628.00

1,038,538.19

680,088.93

870,500.00

358,449.00

358,449.00

-

1,228,949.00

-

100,799.00

100,799.00

100,799.00

-

100,799.00

4-515-042500-3142
Consulting – Groundwater O&M
Funds are requested to be carried over to pay outside consultants for system operations and maintenance
at the closed out Campbell County Landfill.

20,000.00

33,141.96

14,812.48

21,000.00

11,192.00

11,192.00

7,137.02

39,329.02

4-515-042500-3143
Consulting – Landfill Gas
Funds are requested to be carried over to pay outside consultants for gas system monitoring at the closed
out Campbell County Landfill.
4-515-042500-3144
Consulting - General Landfill
Funds are requested to be carried over for unexpected contingencies for any of the various professional
services utilized for maintaining the closed landfill.

22,000.00

38,645.40

10,836.82

22,000.00

13,500.00

13,500.00

14,213.38

49,713.38

2,000.00

4,000.00

2,000.00

4,000.00

4,000.00

CIP Total Request

-

87,242.32

35,040.00

178,295.00

Funds to be carried over in the amount of $260,000.00. Funds will be used for purchase of voting
equipment with remaining amount used to upgrade electronic pollbooks. Registrar requests this rollover
to allow for purchase and upgrades to existing equipment.
TOTAL CIP REQUEST Registrar

748,282.00

79,142.32

-

TOTAL CIP REQUEST Economic Development

Funds to be carried over in the amount of $120,000.00. The Registrar's Office is currently purchasing
new voting equipment. Registrar requests this rollover to allow for purchase in September.
4-302-094870-0011
Electronic Pollbook & Laptops

1,883,520.65

100,000.00

Requested
Carryover

3,785,164.18

380,000.00

22,372,270.25

SOLID WASTE FUND - 515
4-515-042100-3316

Maint/Repair - Heavy Equipment

Funds are requested to be carried over for the maintenance of heavy equipment and equipment
attachments. Additional equipment has been acquired and maintenance costs are continually increasing.
4-515-042200-3340
Tipping Fee - Waste Disposal
Funds are requested to be carried over in preparation of increased tipping fees by Region 2000.
4-515-042400-5895
Future Landfill Planning
Funds are requested to be carried forward for ongoing planning for future Solid Waste Management. In
addition, this facility is aging and existing infrastructure will need substantial repairs and eventually
total replacement. Funds may be utilized for addressing aging infrastructure and required maintenance
for permit compliance.

8

-

-

-

-

6,000.00

GL Line #

Line Description
TOTAL SOLID WASTE REQUEST

FY26 Amended
Budget
1,255,124.55

FY26
Actual
735,366.10

Requested
Carryover
498,312.00

Recommended
Carryover
498,312.00

Encumbrance
Amount
21,350.40

FY27 Budget
w/Carryover
1,460,162.40

-

18,095,198.52

11,731,738.12

-

1,760,769.34

1,760,769.34

4,602,691.06

6,363,460.40

-

1,250,000.00

-

1,250,000.00

1,250,000.00

-

1,250,000.00

-

2,272,726.42

62,000.00

-

2,210,726.42

2,210,726.42

-

2,210,726.42

-

21,617,924.94

11,793,738.12

-

5,221,495.76

5,221,495.76

-

20,000.00

6,000.00

-

14,000.00

14,000.00

-

14,000.00

-

36,800.00

24,360.57

-

12,439.43

12,439.43

-

12,439.43

-

56,800.00

30,360.57

-

26,439.43

26,439.43

-

26,439.43

347,765.59
7,743.64
1,889.73
2,222.00
20,622.00
26,768.72
7,330.00
135,966.43
319,760.43
5,412.00
55,233.23
3,500.00
128,851.51
1,000.00
1,064,065.28

347,765.59
7,743.64
2,222.00
8,330.00
21,535.39
5,930.00
129,764.85
319,760.43
55,233.23
3,500.00
127,011.51
1,000.00
1,029,796.64

Sheriff's Office - Expenditures
Sheriff's Office - Revenues
Public Safety - Expenditures
Net Carryover - Grants-General Fund

55,898.70
(156,146.42)
56,681.39
(43,566.33)

55,898.70
(156,146.42)
56,681.39
(43,566.33)

CIP FUND (302)
Information Technology Expenditures
Management Services Expenditures
Public Safety - Expenditures
Public Works - Expenditures
Sheriff - Expenditures
Parks & Recreation - Expenditures
Economic Development - Expenditures
Registrar - Expenditures

475,802.47
319,968.37
1,672,254.07
1,390,658.95
285,002.80
187,690.35
8,366,423.39
380,000.00

475,802.47
319,968.37
1,672,254.07
1,390,658.95
285,002.80
187,690.35
8,366,423.39
380,000.00

Net Carryover - CIP Fund

13,077,800.40

13,077,800.40

SOLID WASTE FUND (515)
Expenditures
Net Carryover - Solid Waste Fund

498,312.00
498,312.00

498,312.00
498,312.00

FY26 Adopted
Budget
944,628.00

FY27 Adopted
Budget
940,500.00

SCHOOL CONSTRUCTION
FUND - 303
4-303-097100-0070
BHS - Construction
Funds are requested to be carried forward to be used for future project expenses in FY27.
4-303-097100-0080
BHS - Auditorium/FF&E/Paving
Funds are requested to be carried forward to be used for future project expenses in FY27.
4-303-098100-0040
Pre Construction
These funds were left over from the Rustburg Middle School project. Funds are requested to be carried
forward to be used for future school construction in FY27.
TOTAL SCHOOL CONSTRUCTION REQUEST

-

4,602,691.06

9,824,186.82

SHERIFF'S FORFEITED ASSETS
FUND - 755
4-755-091400-3860
Special Investigations
These are Asset Forfeiture Funds that will be used for Special Investigations.
4-755-091400-6010
Police Equipment / Supplies
These are Asset Forfeiture Funds that will be used to purchase equipment.
TOTAL SHERIFF'S FORFEITED ASSETS REQUEST

GENERAL FUND (100)
County Administrator
Commissioner of the Revenue
Management Services
Public & Employee Relations
Information Technology
Victim Witness Program
Commonwealth's Attorney
Sheriff
Public Safety
Community Development
Public Works
Library
Economic Development
Cooperative Extension/4-H
Net Carryover - General Fund
GRANTS/GENERAL FUND (100)

9

GL Line #

Line Description

FY26 Adopted
Budget

FY26 Amended
Budget

FY26
FY27 Adopted
Actual
Budget
SCHOOL CONSTRUCTION FUND (303)
Expenditures
Net Carryover - School Construction

Requested
Carryover
5,221,495.76
5,221,495.76

5,221,495.76
5,221,495.76

26,439.43
26,439.43

26,439.43
26,439.43

19,844,546.54
19,844,546.54

19,810,277.90
19,810,277.90

SHERIFF'S FORFEITED ASSETS FUND (755)
Expenditures
Net Carryover - Sheriff's Forfeited Assets
GRAND TOTAL CARRYOVER

10

Recommended
Carryover

Encumbrance
Amount

FY27 Budget
w/Carryover

MEMORANDUM

To:

Members, Board of Supervisors

From:

Frank Rogers, County Administrator FJR

Subject:

Proposed Legislative Agenda

Date:

September 30, 2026

________________________________________________________________________

BACKGROUND:
Each year staff presents the Board with a proposed list of legislative items for consideration. The
adopted legislative priorities are forwarded to the Virginia Association of Counties for inclusion
in the Association’s annual statewide legislative priority list. Copies are also sent to our area
legislators.
DISCUSSION:
Attached is the previously adopted legislative agenda for your review. Staff welcomes additional
input and feedback from the Board if there are other matters for inclusion. The County’s legislative
program has remained largely unchanged for several years. However, recent discussions with our
delegation suggest that specific and topical requests are more readily acted upon than the broad
policy statements that the current agenda reflects. In response to that recommendation,
departments were asked to identify any specific State Code amendments; additions or
considerations they would like to suggest.
Lisa Linthicum, Social Services Director, provided a legislative item that the Board may wish to
include. Specifically, the suggestion is:


Expanding the Percentage Payment program to included additional utility companies.
This program assists residents with electrical costs. The program is presently limited to
Dominion and AEP customers. The suggestion here is that other electric utilities in the
state would be included thus expanding resources available to provide assistance.

RECOMMENDATION:
Staff would like to receive input from the Board as to what items should remain on or be added to
the attached legislative agenda.

2025 LEGISLATIVE AGENDA
Campbell County believes that the best government is limited government and that government is
best exercised when closest to the people it serves. Campbell County also recognizes that localities
in Virginia are creations of the State. Together the State and the County share a responsibility to
serve the citizens of the County in an equitable, efficient and accountable manner that makes
resources available for necessary and desired services. The Campbell County Board of Supervisors
respectfully asks the General Assembly’s consideration with regard to the following general areas
of interest:
KRATOM:
The Virginia General Assembly required in 2023 that the product known as “kratom”, being the
leaf of the plant Mitragyna speciosa or an extract thereof, to be labeled as unsafe for sale to minors.
The Campbell County Board of Supervisors requests that the General Assembly either schedule
kratom as a controlled substance or at least provide local governments with the authority to prohibit
sales to minors or in or near school zones. Kratom is not and should not be considered safe for
minors, and Virginia localities need effective tools to keep minors protected from kratom.
SPEED ENFORCEMENT:
Virginia State Code Section 46.2-878 and 46.2-1300 were amended in 2024 to authorize localities
to lower speed limits to less than 25 mph, but not lower than 15 mph within specific road sections
that met all codified requirements. The County respectfully requests even greater latitude in setting
speed limits in residential areas be granted to afford local governing bodies greater flexibility in
addressing constituent concerns regarding excessive speed.
HERD SHARE:
The Board of Supervisors encourages the legislature to codify the legality of herd share operations
and to facilitate a regulatory environment that enables entrepreneurship; supports the agriculture
economy and empowers individual choice.
LAW ENFORCEMENT:
The mental health hospitalization crisis is devastating Central Virginia families and having a
detrimental impact on Sheriff’s office staffing and morale. The Commissioner of the Virginia
Department of Behavioral Health and Developmental Services has alternately limited or
completely closed admissions to the State Hospitals for individuals in crisis. Because of the
decisions of the Commissioner, Campbell County deputies who have been ordered by a magistrate
judge to transport individuals to those hospitals are left standing guard over an individual in need
of mental health treatment in a waiting room for days at a time until beds can be found to treat the
patient. The refusal of State hospitals to accept and treat patients on a timely basis is harming
Campbell County residents and stretching Sheriff’s office resources to the breaking point. The
Campbell County Board of Supervisors supports our Sheriff and local law enforcement and
endorses our Sheriff’s request for:


Legislation to fully fund the full number of deputies designated for Campbell County by
the Virginia Compensation Board’s Methodology.






Legislation to fund additional deputies based upon the extraordinary amount of overtime
imposed on the Sheriff’s Office due to the State Hospitals’ failure to accept patients ordered
into those hospitals on a timely basis.
Legislation to fund transport of individuals committed to the State Hospitals by
organizations other than sworn law enforcement agencies.
Legislation to relieve the burden on law enforcement in responding the mental health crises
and to provide appropriate mechanisms for trained mental health providers to occupy the
roles currently being performed by Sheriff’s Office deputies.

TAXATION:
Taxation issues should be addressed by the governing bodies at the level that they are assessed:
federal, state or local. The County:
 Supports legislation that maintains local taxing authority over local revenue sources;
 Opposes legislation that would reduce or eliminate control over local revenue streams;
 Supports equitable taxing authority between cities and counties—coupled with equitable
standard of accountability to constituents (i.e. voter referendum requirements);
STATE PARTNERSHIP:
Campbell County supports efforts to partner with the State for the provision of services. The
County:
 Supports full funding for mandated programs;
 Supports review of the means and methods of funding Constitutional Offices;
 Supports requiring political parties to pay the costs of local primaries;
 Supports the State administration and full funding of the Line of Duty Act (LODA);
 Supports full and continued funding of K-12 education requirements;
 Supports additional funding of K-12 facilities maintenance, capital improvements, and
modernization of existing school buildings;
 Supports funding of continuing education for workforce development and training to meet
a changing economy;
 Supports additional funding for transportation projects;
 Supports funding and support for full provision of broadband services to rural areas.
 Supports legislation allowing VDOT to name roads and highways after living people.
 Supports state review of erosion and sediment control regulations to insure adequate
environmental protections with a sensitivity to costs of development.
 Opposes any efforts to reduce or inhibit the Second Amendment rights of citizens to keep
and bear arms as described in the Constitution.
 Supports maintaining Virginia as a right-to-work state and opposes any requirement that
employees join or pay dues to a union.
 Opposes any effort to undermine our federal immigration laws or create sanctuary cities to
protect those violating our laws.
 Supports maintaining Virginia as a low-tax, business-friendly state, and opposes new taxes
and increasing the tax burden upon our citizens.
 Supports the free market system and opposes forcing businesses to pay a substantially
higher minimum wage, believing it will result in a reduction of job opportunities for our




most needy and vulnerable citizens, and ultimately result in higher costs passed on to and
paid by the citizens.
Supports the sanctity of human life from conception and opposes any efforts to further relax
current abortion restrictions or expand access to publicly-funded abortion.
Supports strengthening of election laws to provide for secure and fair elections

LOCAL AUTHORITY:
The Campbell County Board of Supervisors represents constituent concerns of immediate interest
to the community. Accordingly, the Board of Supervisors believes that authority vested at the
local level can best address local concerns. The County:
 Supports legislation that would allow greater local discretion in implementing regulations;
 Supports legislation that would authorize counties to regulate the use of restrooms in
County-owned buildings;
 Supports legislation that would allow homeschooled students to participate in sports and
other extracurricular activities available in public schools subject to satisfaction of
academic standards required by the State Board of Education;
 Supports legislation that provides local flexibility to legislate over issues of local concern.

Proposal/Suggested Revision
The current Code of Virginia offers an important safety net through the Percentage of Income Payment
Program (PIPP). However, because the program is limited to customers in the AEP and Dominion Virginia
service areas, many low-income families remain unserved. By expanding the existing statutory framework to
include all electricity providers in Virginia, we can ensure equitable energy assistance for all residents.
The program is funded by the ratepayers of the electric companies through a non-bypassable universal service
fee.
To close this coverage gap and protect low-income consumers statewide, we urge the General Assembly and the
State Corporation Commission to amend Code § 56-585.6. Expanding the Percentage of Income Payment
Program (PIPP) to include all of Virginia's electric providers and cooperatives—funded fairly through the
established universal service fee mechanism—may alleviate energy poverty, reduce household consumption,
and deliver long-term economic stability to every eligible Virginian.
Overview of Current Code § 56-585.6
Virginia Code § 56-585.6 establishes a non-bypassable universal service fee to fund the Percentage of Income
Payment Program (PIPP), which helps eligible low-income households manage electricity costs.
Purpose of the Statute
The statute mandates the State Corporation Commission (SCC) to set rates, terms, and conditions for a universal
service fee that funds the PIPP. The program is designed to:





Limit energy costs for eligible participants to a percentage of household income—no more than 6% for
households with non-electric heating and no more than 10% for households primarily heated by
electricity.
Encourage energy efficiency through weatherization, energy conservation education, and participation
in energy efficiency programs.
Reduce overall energy consumption in participating households, regardless of heating source, via
efficiency and conservation programs.

Fee Allocation and Administration






Universal service fee structure: The fee is non-bypassable and allocated to retail electric customers of
Phase I and Phase II utilities based on kilowatt-hour usage.
Administrative cost recovery: The SCC determines reasonable administrative costs for utilities to
collect and remit the fee to the Percentage of Income Payment Fund. Utilities cannot earn a rate of return
on costs incurred to comply with PIPP.
True-up mechanisms: SCC conducts annual or semiannual true-ups to adjust the fee based on program
participation and costs.
Ratepayer funding model: The program is funded by ratepayers of Dominion Energy and
APCo/AEP—not by the state—and is not designed to cover other providers.

Oversight and Implementation


Administrative guidelines: The Department of Social Services, in consultation with the Department of
Housing and Community Development if necessary, establishes rules and guidelines for PIPP
administration.



Exemptions: These rules may include exemptions or adjustments for program participation or energy
use reduction as deemed appropriate.

Note: The Virginia Department of Social Services (VDSS) states that PIPP is designed specifically for eligible
Dominion Energy and APCo/AEP customers who meet income and account requirements. Customers of other
utilities, including rural electric cooperatives, are not currently eligible. In January the income limit will
increase to 200% of FPL and the PIPP Payments will decrease from 10% to 5% and 6% to 3%.

Code of Virginia – Percentage of Income Payment Program (PIPP)
§ 56-585.6. (Effective until January 1, 2027) Universal service fee; Percentage of Income Payment
Program and Fund.
A. The Commission shall, after notice and opportunity for hearing, initiate a proceeding to establish the rates,
terms, and conditions of a non-bypassable universal service fee to fund the Percentage of Income Payment
Program (PIPP). Such universal service fee shall be allocated to retail electric customers of a Phase I and Phase
II Utility on the basis of the amount of kilowatt-hours used and be established at such level to adequately
address the PIPP's objectives to (i) reduce the energy burden of eligible participants by limiting electric bill
payments directly to no more than six percent of the eligible participant's annual household income if the
household's heating source is anything other than electricity, and to no more than 10 percent of an eligible
participant's annual household income on electricity costs if the household's primary heating source is
electricity; (ii) reduce the amount of electricity used by the eligible participant's household through participation
in weatherization or energy efficiency programs and energy conservation education programs; and (iii) reduce
the amount of energy, regardless of primary heating source, used by the eligible participant's household through
participation in weatherization or energy efficiency programs and energy conservation education programs. The
annual total cost of any programs implemented pursuant to clauses (i), (ii), and (iii) shall not exceed costs,
including administrative costs, in the aggregate of (a) $25 million for any Phase I Utility or (b) $100 million for
any Phase II Utility in any rate year in which such program costs are incurred.
B. The Commission shall determine the reasonable administrative costs for the investor-owned utility to collect
the universal service fee and remit such funds to the Percentage of Income Payment Fund established in
subsection E, and any other administrative costs the investor-owned utility may incur in complying with the
PIPP, and shall determine the proper recovery mechanism for such costs. A Phase I and Phase II Utility shall
not be eligible to earn a rate of return on any equity or costs incurred to comply with the program requirements
or implementation. The Commission shall initiate proceedings to provide for an annual true-up of the universal
service fee within 60 days of the commencement of the PIPP and on an annual or semiannual basis thereafter.
As part of any annual true-up case, each Phase I and Phase II Utility shall report to the Commission any data or
forecasting required by the Commission regarding the participation by PIPP participants in utility energy
reduction programs.
C. The Department of Social Services (the Department), in consultation with, as it deems necessary, the
Department of Housing and Community Development, shall adopt rules or establish guidelines for the adoption,
implementation, and general administration of the PIPP and the Percentage of Income Payment Fund
established in subsection E, consistent with this section. Such rules or guidelines shall include exemptions for
terms of program participation or energy use reduction as the Department deems appropriate. The PIPP shall
commence no later than one year after the Department publishes such rules or guidelines. Each Phase I and
Phase II Utility shall cooperate with the requests of the Department in the implementation and administration of
the PIPP. The Commission shall promulgate any rules necessary to ensure that (i) funds collected from each
utility's universal service fee are directed to the Percentage of Income Payment Fund and (ii) utilities receive
adequate compensation from the Fund, on a timely basis, for all reasonable costs of the PIPP, including costs
associated with bill payment credits for eligible customers.
D. In carrying out the PIPP's objective of electricity usage reductions, PIPP-eligible customers may, to the
extent reasonably possible, utilize existing energy efficiency or related programs approved by the Commission
for a Phase I and Phase II Utility and existing and available federal, state, local, or nonprofit programs. The
Department may review the needs of PIPP-eligible customers and whether gaps remain in serving such
customers that are not already served by existing and available federal, state, local, or nonprofit programs to
meet the energy reduction obligations of this section. The Department shall report the results of such analysis
and review to the Chairs of the House Committee on Labor and Commerce and the Senate Committee on
Commerce and Labor no later than November 1, 2022.
E. There is hereby created in the state treasury a special nonreverting fund to be known as the Percentage of
Income Payment Fund, referred to in this section as "the Fund." The Fund shall be established on the books of

the Comptroller. All funds collected from each Phase I and Phase II Utility's universal service fee shall be paid
into the state treasury and credited to the Fund. Interest earned on moneys in the Fund shall remain in the Fund
and be credited to it. Any moneys remaining in the Fund, including interest thereon, at the end of each fiscal
year shall not revert to the general fund but shall remain in the Fund. Moneys in the Fund shall be used solely
for the purposes of implementation and administration of the PIPP, including any associated start-up costs.
Expenditures and disbursements from the Fund shall be made by the State Treasurer on warrants issued by the
Comptroller upon written request signed by the Commissioner of the Department of Social Services or by order
of the Commission in conjunction with a true-up proceeding.

MEMORANDUM
To:

Frank J. Rogers, County Administrator FJR

From:

Callie Dombrowski, Finance/Budget Manager, Management Services CMD

Subject:

Consent Agenda – Request for Supplemental and Transfers of Appropriations

Date:

October 6, 2026
___________________________________________________________________________________________

BACKGROUND:

REQUEST FOR SUPPLEMENTAL APPROPRIATION FOR FY26

TO:
FROM:
DATE:

Frank J. Rogers, County Administrator
Tracy Fairchild, Director, Public Safety
August 24, 2026

#20261006-01

The following Supplemental Appropriation is requested for FY26:

Category
E-911 System, General Fund
E911 Phone Replacement

Line Item
4-100-031400-9010

Appropriation
New Total

Add
$

2,720.76

$

95,103.45

SOURCE OF FUNDING: Increase VITA Educational Grant revenue, 3-100-024050-0145-033, by $2,720.76.
COMMENTS: Grant funds for costs associated with E911 Phone Replacement.

_______________________________________________________________________________________________

TO:
FROM:
DATE:

Frank J. Rogers, County Administrator
Sherry Harding, Director of Public & Employee Relations
September 2, 2026

#20261006-02

The following Supplemental Appropriation is requested for FY26:

Category
Public & Employee Relations, General Fund
PER Fundraising Expenditures

Line Item
4-100-012425-9000

Appropriation
New Total

Add
$

79.00

$

79.00

SOURCE OF FUNDING: Increase PER Fundraising Revenue, 3-100-018990-0041-012, by $79.00.
COMMENTS: Monies were collected from the sale of ice cream.

_______________________________________________________________________________________________

TO:
FROM:
DATE:

Frank J. Rogers, County Administrator
Brian R. Stokes, Director, Public Works BRS
September 21, 2026

#20261006-03

The following Supplemental Appropriation is requested for FY26:
Appropriation

Category
Revenue Refunds, General Fund
Refunds - Building Permits

Line Item
4-100-092100-5832

Add
$

1,368.34

New Total
$

1,368.34

SOURCE OF FUNDING: Increase Building Permits revenue, 3-100-013030-0008-082, by $1,368.34.
COMMENTS: Supplemental necessary to true up the Revenue Refund line for the end of FY2026.

_______________________________________________________________________________________________

REQUEST FOR SUPPLEMENTAL APPROPRIATION FOR FY27

TO:
FROM:
DATE:

Frank J. Rogers, County Administrator
Whit Clark III, Sheriff
August 24, 2026

#20261006-04

The following Supplemental Appropriation is requested for FY27:

Category
Sheriff's Department, General Fund
VA State Police - Heat Equipment

Line Item
4-100-031200-8122

Appropriation
New Total

Add
$

10,000.00

$

10,000.00

SOURCE OF FUNDING: Increase VA State Police - Heat Equipment revenue, 3-100-018990-0680-032, by $10,000.00.
COMMENTS: The Campbell County Sheriff's Office was awarded a Virginia State Police Heat Grant FY2027. With these funds, the
Sheriff's Office will pay the maintenance fee for the Flock Cameras.

_______________________________________________________________________________________________
TO:
FROM:
DATE:

Frank J. Rogers, County Administrator
Whit Clark III, Sheriff
September 22, 2026

#20261006-05

The following Supplemental Appropriation is requested for FY27:

Category
Sheriff's Department, General Fund
Cash Held in Evidence

Line Item
4-100-031200-8121

Appropriation
New Total

Add
$

5,220.00

$

5,220.00

SOURCE OF FUNDING: Increase Cash Held in Evidence - Sheriff revenue, 3-100-018990-0032-032, by $5,220.00.
COMMENTS: This is revenue received as Evidence that is deposited and moved over to an expenditure line to be returned to the
rightful owner, sent to unclaimed property, or DCJS as a forfeiture.

_______________________________________________________________________________________________

Invoices of F.E. "Tripp" Isenhour from
August 19, 2026 through September 22, 2026
General Representation:

$7,442.48

Real Estate Tax Collection

$451.50

Personal Property Tax Collection:

$752.50

Miscellaneous Matters:

$3,633.50

Total Fee:

$12,279.98

General Representation Expense Paid:

$755.08

Real Estate Tax Collection Expense Paid:

$725.00

Personal Property Tax Collection Expense Paid:

$0.00

Miscellaneous Matters Expenses Paid:

$39.52

Total Expense:

$1,519.60

Total Bill:

$13,799.58

Total Delinquent Real Estate Tax Collections This Period:

$10,768.83

Total Delinquent Real Estate Tax Collections FY 26-27:

$44,251.56

Total Delinquent Real Estate Tax Collections FY 25-26:

$296,053.94

Total Delinquent Real Estate Tax Collections FY 24-25:

$309,792.37

Total Delinquent Real Estate Tax Collections FY 23-24:

$443,806.55

Total Delinquent Personal Property Tax Collections This Period:

$3,865.46

Total Delinquent Personal Property Tax Collections FY 26-27:

$10,960.63

Total Delinquent Personal Property Tax Collections FY 25-26:

$71,163.75

Total Delinquent Personal Property Tax Collections FY 24-25:

$110,925.50

Total Delinquent Personal Property Tax Collections FY 22-23:

$182,087.31

MEMORANDUM

TO:

Members, Board of Supervisors

THROUGH: Frank J. Rogers, County Administrator FJR
FROM:

Paul E. Harvey, Deputy County Administrator PEH

DATE:

September 15, 2026

SUBJECT: FY28 Budget Timetable
________________________________________________________________________
BACKGROUND:
Each year in October staff prepares and presents the Board of Supervisors with a Budget
Timetable of events related to developing the next fiscal year budget. The timetable
provides information regarding key dates and deliverables in the budget development
process.
DISCUSSION:
The attached Budget Timetable is proposed for the development of the fiscal year 2028
budget.
RECOMMENDATION:
Staff recommend the Board accept and approve the Budget Timetable.

COUNTY OF CAMPBELL
FISCAL YEAR ENDING JUNE 30, 2028
INTERNAL BUDGET TIMETABLE
1. Monday, September 14, 2026

Begin working on budget forms for FY28,
verify all forms are consistent and update as
needed with new GL lines & numbers. (CE/
M.S. Team)
Contact the Commissioner of the Revenue to
request local tax revenue projections for FY28
by Monday, October 19. (PH)

2. Wednesday, September 16, 2026

Consent Agenda item prepared and sent to
County Administrator for presentation of the
FY28 Budget Timetable to the BOS at
October meeting. (PH)
Set-up Local Revenue spreadsheet for FY28
and begin working up projections for
revenue. (CE/M.S. Team)

3. Tuesday, October 6, 2026

Budget Timetable is presented to BOS,
through Consent Agenda, at Board
meeting. (FR)

4. Thursday, October 8, 2026

All updates for FY28 budget forms to be
completed. (C.E./M.S. Team)
Distribute annual Budget Letter with due date
for updates to the CIP submission form, BOS
approved Budget Timetable, final
budget forms and updates to the CIP
submission form to Agency Heads,
Department Heads, Constitutional Officers
and School Finance Department (BW)

5. Tuesday, October 20, 2026

Upon receipt of FY28 tax revenue projections
from Commissioner of the Revenue, complete
the Projected Local Revenue spreadsheet.

(PH/CE/BW)
Initial calculation of equalized tax rate based
on reassessment data provided by
Commissioner of the Revenue. (PH/BW)

Annual budget letters mailed to all other
organizations. (BW/M.S. Team)
6. Thursday, October 29, 2026

2pm; Meeting to present preliminary revenue
projections to County Administrator, and
discuss upcoming budget strategies, timelines
and expectations.
(FR/PH/BW/CE/BS)

7. Friday, October 30, 2026

Updates to CIP submission form for FY28
due. (Department Heads)

8. Thursday, November 5, 2026

2pm; Meeting to make any needed changes to
Local Projected Revenue, and discuss
upcoming budget strategies, timelines and
expectations. Discussion about CIP.
(FR/PH/BW/CE/BS)

9. Tuesday, November 10, 2026

Email to all Agency Heads, Department
Heads and Constitutional Officers providing
current FY 4-month actuals for developing
their FY28 request. (CD/ST)

10. Thursday, November 12, 2026

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
Discussion about CIP. (FR/PH/BW/CE/BS)

11. Friday, November 13, 2026

Final updates to CIP submission form (after
committee feedback) are due by close of
business. (Department Heads)

12. Monday, November 16, 2026

Begin compiling the new five-year CIP. (BW)

13. Tuesday, November 17, 2026

Contact CCUSA to request debt service

payment for Leesville Road Waterline and for
estimated revenue to be paid to Campbell
County in FY28. (CE)
14. Thursday, November 19, 2026

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
Discussion about CIP.
(FR/PH/BW/CE/BS)

15. Tuesday, December 1, 2026

All department operating budget requests
for FY28 due electronically to Management
Services. (CE/M.S. Team)

16. Thursday, December 3, 2026

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
Discussion about CIP.
(FR/PH/BW/CE/BS)

17. Tuesday, December 8, 2026

6pm; Board Work Session to discuss
FY28 Budget Development and any challenges.

18. Thursday, December 10, 2026

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
Discussion about CIP. Review and prepare
CIP Agenda.
(FR/PH/BW/CE/BS)
1st rough draft of 5-year CIP is completed and
presented to County Administrator for review
and recommended changes. (BW)

19. Tuesday, January 5, 2027

7pm; Public Forum for community to ask
questions and make comments about FY28
budget development. (Board of Supervisors)

20. Thursday, January 7, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
Discussion about CIP.
(FR/PH/BW/CE/BS)
Review all expenditure and revenue requests,
formulate questions and begin making budget
adjustments as needed. (CD)

21. Tuesday, January 12, 2027

7pm; Joint meeting of County Board and
School Board to discuss budget objectives.
(FJ)

22. Wednesday, January 13, 2027

All Department’s Operating Budget requests,
both expenditures and revenues, will be entered
into Edmunds by close of business.
(CE/M.S. Team)

23. Thursday, January 14, 2027

2pm; Meeting to discuss upcoming budget
Strategies, timelines and expectations.
(FR/PH/BW/AB/CE/CD/ST)
Final draft of CIP is completed and presented to
County Administrator for one last review and
recommendation of any changes. (BW)
Begin preparing budgets for Flexible Benefits
and Health Insurance Fund.
(CE)

24. Monday, January 18, 2027

Agenda Item and Final CIP due to County
Administrator for presentation at the February
BOS meeting. (CE/M.S. Team)
Begin drafting the Budget Message. (CE)

25. Thursday, January 21, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
(FR/PH/BW/CE/BS)
Flexible Benefits & Health Insurance Fund
budgets are completed and ready for review
with changes as needed. (CE)

26. Monday, January 25, 2027 (10:00 -5:00)

Budget review meetings conducted with
Departments as needed in the Board
Multi-Use Room.
(FR/PH/BW/CE/BS)

27. Thursday, January 28, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
(FR/PH/BW/CE/BS)

Preliminary County Administrator’s
Recommended Budget to be finalized.
28. Monday, February 1, 2027

Begin preparation and review of Budget book
spreadsheets. (CE/M.S. Team)

29. Tuesday, February 2, 2027

Present CIP plan to BOS for approval. (FR)

30. Thursday, February 4, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
(FR/PH/BW/CE/BS)

31. Friday, February 5, 2027

Schools FY28 Budget due in BAI (all
numbers should be entered and final).
(Schools)

32. Monday, February 8, 2027

Assembly of Budget books begins.
(CE/M.S. Team)

33. Thursday, February 11, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
(FR/PH/BW/CE/BS)
All Budget books for FY28 are assembled and
ready for a final review.
(FR/PH/BW/CE/BS)

34. Tuesday, February 16, 2027

FY28 Budget Books delivered to each BOS
member. (FR)

35. Thursday, February 18, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
(FR/PH/BW/CE/BS)

36. Tuesday, February 23, 2027

6 pm; Budget Workshop in Multi-Use Room.
School budget and County budget presented to
BOS, with permission to advertise public
hearing requested.
(FR/PH/BW/CE/BS)

37. Wednesday, February 24, 2027

2pm; Meeting to review the budget
advertisement in detail, if needed.
(FR/PH/BW/CE/BS)

38. Thursday, February 25, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
(FR/PH/BW/CE/BS)
6 pm TENTATIVE; 2nd Budget Workshop
after Board Meeting, as needed, with
permission to advertise public hearing if
necessary. (FR/PH/BW/CE/BS)

39. Monday, March 1, 2027

Summary advertisement of public hearing
and tax levies to News & Advance for
publication Sunday, March 7, 2027 with full
advertisement of public hearing and tax levies
to News & Advance for publication Sunday,
March 14, 2027. (CE)
Summary advertisement of public hearing and
tax levies to Altavista Journal for publication
Wednesday March 10, 2027. (CE)

40. Thursday, March 4, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations.
(FR/PH/BW/CE/BS)

41. Thursday, March 11, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations, if
needed.
(FR/PH/BW/CE/BS)

42. Thursday, March 18, 2027

2pm; Meeting to discuss upcoming budget
strategies, timelines and expectations, if
needed.
(FR/PH/BW/CE/BS)

43. Tuesday, March 23, 2027

7pm; Budget public hearings to be held.
Final budget adjustments to be made after
public hearings. (FR)

44. Wednesday, March 24, 2027

Appropriations Resolution and Tax Resolution
prepared for April 6 adoption and approval.
(CE/M.S. Team)

Agenda Item prepared and sent to County
Administrator for final presentation, approval
and adoption of Appropriations and
Tax Resolutions. (CE/M.S. Team)
45. Tuesday, April 6, 2027

BUDGET COMMITTEE:

Final budget presentation, approval and
adoption of Appropriations and Tax
Resolutions. (FR)

Frank Rogers
Paul Harvey
Brooke Wright
Brian Stokes
Cody Everett – Liaison to Management Services Team*
Anne Blair*
Callie Dombrowski*
Stacey Tidwell*

MEMORANDUM

To:

Frank J. Rogers, County Administrator FJR

From: Michele L Roakes, Commissioner of Revenue MLR
Subj: Appointments –Board of Equalization
Date: August 27, 2026
________________________________________________________________________
BACKGROUND:
The required four-year general reassessment of real property is underway, and
reassessment notices will be mailed to property owners the week of October 26, 2026.
Property owners who disagree with the results of the reassessment can request an office
hearing with the assessor. Most issues are resolved at the office hearing stage; however,
owners who still wish to contest their assessment may request a hearing with the Board of
Equalization (B.O.E.). The B.O.E. has the statutory authority to adjust and equalize the
assessments. Members of the B.O.E. are appointed by the Circuit Court, but the Court
typically relies on recommendations from the Board of Supervisors. The B.O.E. will meet
as needed between January 18, 2027, and March 5, 2027. Members are required to attend
a brief training session provided by the Virginia Department of Taxation before
undertaking their duties.

DISCUSSION:
The Commonwealth of Virginia requires localities to have at least three members on the
Board of Equalization and Campbell County customarily utilizes a three-member board.
All members are required by law to be citizens of Campbell County and “broadly
representative of the community”. A majority of members must also be property owners,
and at least thirty percent of members must be professionals in the fields of real estate,
development, construction, law or finance (see Code of Virginia §58.1-3374). It is
recommended, but not required, that members of the B.O.E. be retired, self-employed, or
otherwise in control of their own schedule. In order to ensure a quorum is present, it is
very important that members are consistently available for meetings on various weekdays
and evenings while the B.O.E. is active. An alternate member can be appointed if
requested.
The previous Board of Equalization consisted of Donald R. Leslie (Crossroads Lane,
Evington), William T. Burleigh (Booth Road, Concord) and J. Michael Davidson (Sugar
Hill Road, Brookneal). Mr. Davidson has indicated he would be willing to serve again this
term.

RECOMMENDATION:
Staff requests the following:
1) Recommend to the Circuit Court at least three qualified candidates for service on
the Board of Equalization by November 16, 2026.
2) Authorize a stipend for B.O.E. members of $150 per full day in attendance and $75
for half-days.

APPOINTMENTS
BOARD/COMMISSION
Building Code Board of Appeals
Board of Fire Prevention Code Appeals

TERM
5 years

STIPEND
$50

STAFF CONTACT
Brian Stokes

MEETINGS
As Needed

Vacancy
(need professional engineer or architect)
Term expired
5/5/2021
____________________________________________________________________________________________
__________________
Board of Zoning Appeals
5 years
$85
Brian Stokes
As Needed
(judge appointed)
4th Tuesdays @7:00 pm
Vacancy
James Laughlin
6/30/2026
Ralph Hagner

Timberlake District
Sunburst District

Term expired 6/30/2023
Term expired

Spring Hill District

Term expired 6/30/2026

____________________________________________________________________________________________
___________________
Economic Development Commission4 years
$85
Nina Rezai
3rd Thursday of March &
September @12:00 pm
Vacancy
At Large - Planning Commission
Term expires
12/31/2026
Vacancy
Spring Hill District
Term expired 12/31/2023
Willie Jones
Brookneal District
Term expired 12/31/2025
George Rosser
At Large – IDA
Term expires
12/31/2026
Kevin Davis
At Large
Term expires 12/31/2026
Jeff Wells
At Large – CCUSA
Term expires 12/31/2026
____________________________________________________________________________________________
__________________
CCUSA
4 years
$150
Jeff Wells
4th Tuesdays
@6:30 pm
Joseph Kirkland
12/31/2024
Charlie Droog
James Marstin
Carter Elliott, Jr.
12/31/2026

Spring Hill District
Timberlake District
Brookneal District
Rustburg District

Term expired
Term expired 12/31/2024
Term expires 12/31/2026
Term expires

*Per Board action on 2/7/2023, representatives from Brookneal, Rustburg, & Timberlake will be reappointed until
12/31/2026, then every 4 years moving forward.
____________________________________________________________________________________________
________________
Brookneal/Campbell Airport Authority
4 years
$85
Nina Rezai
3rd Wednesdays
@6:30 pm
John Barksdale
1/31/2026

Term expired

____________________________________________________________________________________________
________________
Library Board of Trustees
4 years
$85
Jordan Welborn
3rd Mondays
@5:30 pm
(limit 2 terms)
Vacancy
Brookneal District
Term expired 12/31/2025
____________________________________________________________________________________________
_______________
Recreation Advisory Council
3 years
$50
Jordan Welborn
2nd Wednesdays
@6:00 pm
Vacancy
Spring Hill District
Term expired 12/31/2025
Maurice Peerman
Brookneal District
Term expired 12/31/2025
Clyde Dixon
Concord District
Term expires 12/31/2026
____________________________________________________________________________________________
_______________
Planning Commission

4 years

$150

Michael Condrey
Dean Monroe
Trish Hedges

Rustburg District
Brookneal District
Timberlake District

Brian Stokes

4th Mondays @7:00 pm
Term expires 12/31/2026
Term expires 12/31/2026
Term expires 12/31/2026

MEMORANDUM

To:

Members, Board of Supervisors

From:

Frank J. Rogers, County Administrator FJR

Subject:
MATTERS FROM THE BOARD
________________________________________________________________________
BACKGROUND:
At each meeting, time will be scheduled to address matters from the Board that have not
been scheduled on the agenda. This time is typically used to share information or request
information from staff and not to take action on items that are not on the agenda. Items
requiring action are typically requested in advance so that the appropriate information
gathering and notice can be provided.
The Board’s policy is that any citizen may request time on the agenda by contacting the
Clerk of the Board. These requests, with supporting background materials, should be made
in writing two weeks prior to a scheduled meeting so requests can be researched and
included on the agenda for action as needed.

RECOMMENDATION:
Please share any information or requests with the Board and/or staff as appropriate.

OFFICIAL AD PROOF
This is the proof of your ad scheduled to run in Lynchburg News & Advance on the dates indicated
below. If changes are needed, please contact us prior to deadline at [email protected]
Notice ID: eleFCFx4R1Wk8Z4ZseIN | Proof Updated: Sep. 17, 2026 at 12:54pm EDT
Notice Name: Board of Supervisors October 2026 UPDATED | Publisher ID: COL-4401691

See Proof on Next Page
This is not an invoice. Below is an estimated price, and it is
subject to change. You will receive an invoice with the final
price upon invoice creation by the publisher.
FILER

FILING FOR

Austin Mitchell

Lynchburg

[email protected] News &
(434) 332-9597

Advance

Ad
Columns Wide: 2

Class:

Legals

09/20/2026: General Legal Notice

220.83

09/27/2026: General Legal Notice

220.83

Legal Processing Fee

20.00

Online Fee

10.00

Total

$471.66

Board of Supervisors October 2026 UPDATED - Page 1 of 2

Board of Supervisors October 2026 UPDATED - Page 2 of 2

MEMORANDUM
To:

Board of Supervisors

From:

Kate N. Reusch, Planner KNR

CC:

Brian R. Stokes, Community Development Director BRS

Subject:

Rezoning #PL-26-118 (Depot Road / English Tavern Road)

Date:
September 17, 2026
_________________________________________________________________________________

General Information
Applicant: Bobby Wampler of Engineering Concepts
Owner: RP Fralin Land Company LLC
Request: A-1 (Agricultural) to
R-SF (Residential – Single Family)
Location: Intersection of Depot Road and English Tavern Road
Election District: Rustburg
Tax Map Number(s): 23-A-70
Acreage: 64.47 +/- acres
Proposed Use: Allow for a 138-lot subdivision for single-family dwellings
Magisterial District: Flat Creek (2020 population 19,313)
Discussion
The Planning Commission heard this request on August 24, 2026, and recommended denial by a
vote of 6-0.
On September 17, 2026, the applicant formally withdrew the request. All adjoining property
owners were notified by mail, and no legal ad was published.
As the request has been withdrawn, this case will not be presented to the Board of Supervisors,
and no further action is required.

MEMORANDUM
To:

Board of Supervisors

From:

Kate N. Reusch, Planner KNR

CC:

Brian Stokes, Community Development Director BRS

Subject:

Special Use Permit #PL-26-156 (5968 Dearborn Road)

Date:
August 25, 2026
_________________________________________________________________________________

General Information
Applicant: Terra Phillips
Owner: Edward and Terra Phillips Living Trust
Request: Special Use Permit in the R-SF district to allow for agricultural
animals
Location: 5968 Dearborn Road
Election District: Altavista
Tax Map Number(s): 41D-1-14 and 41D-1-15
Acreage: 27 +/- acres
Magisterial District: Flat Creek (2020 population 19,313)
Subject Property Analysis
The applicant is seeking a special use permit to allow for the keeping of sheep and chicken as an
accessory use to the single-family dwelling. The property is zoned R-SF (Residential Single
Family).
Conditions
The Planning Commission may recommend, and the Board of Supervisors may impose any
reasonable conditions upon approval of the permit. Staff recommends the following conditions:
the applicant utilizes the site in conformance with the use described in the narrative submitted with
this request.
Recommendation
The Planning Commission recommend approval of the request by a vote of 6-0 with the condition
that the applicant utilizes the site in conformance with the use described in the narrative.

Site Data
Surrounding Zoning: The area is primarily residential and agricultural in nature. Zoning in the
vicinity is R-SF (Residential – Single Family) and A-1 (Agricultural).
Land Use/Floodplain: The property does not lie within any FEMA 100-year flood zones.
Access and Traffic: The parcel is accessed by one existing entrance on Dearborn Road Route 696
(average daily traffic 350 vehicles).
Utilities: The property is served by private water and a private septic system.
Comprehensive Plan: The property is located in an area designated as transitional.
Comprehensive Plan Map

Zoning Map

Aerial Map

Public Notification
In accordance with Section 15.2-2204, Code of Virginia, all adjoining property owners and those
located immediately across the street of the subject parcel were notified by mail of the rezoning
request. At the time of this report, no comments in support or opposition of the request have been
received.

ACCT#
100
302
303
401
515
734
751
752
753
754
755

ACCT#
100
302
303
401
515
734
752
753
754
755

06/01/2026-06/30/2026
REVENUE DESCRIPTION

BUDGET
AMOUNT

APPR.
AMOUNT

CURRENT
AMOUNT

Y-T-D
AMOUNT

** REVENUES/GENERAL FUND **
** REVENUES/CAP IMPROVEMENT FUND **
**REVENUES/SCH