060-22 (AuthorizeFiscalAgentAgreementAllPointsBroadbandVATIGrantProject) RESOLUTION
A RESOLUTION TO AUTHORIZE A FISCAL AGENT AGREEMENT WITH THE
NORTHERN SHENANDOAH VALLEY REGIONAL COMMISSION FOR THE ALL
POINTS BROADBAND VATI GRANT PROJECT
WHEREAS,All Points Broadband presented a conceptual project proposal to the Frederick
County Board of Supervisors at their July 14, 2021, Work Session. The project proposed wired
fiber optic services to unserved/underserved homes in Frederick County as part of a program
authorized by the Commonwealth of Virginia that allows wired access in partnership with
electrical utility companies including Dominion Energy power, Rappahannock Electrical
Cooperative, and Northern Virginia Electrical Cooperative; and
WHEREAS, the Frederick County Board of Supervisors approved an application at their
September 8, 2021, meeting for a Virginia Telecommunications Initiative Grant (VATI) in
partnership with the Northern Shenandoah Valley Regional Commission (NSVRC), and several
other regional localities, to support the expansion of fiber to the home broadband services within
our unserved/underserved areas; and
WHEREAS, the County, NSVRC, and All Points Broadband received notice of the grant
award in December 2021, with an acknowledgernent by the Virginia Department of Housing and
Community Development (DHCD) of contract initiation in the beginning of calendar year 2022;
and
WHEREAS, DHCD requires a fiscal agent agreement amongst NSVRC and the
participating localities as part of the pre-contract activities that outlines the policies and procedures
relative to the funding and allocation of local match during the project duration based on specific
project reporting and milestones;
THEREFORE,BE IT RESOLVED by the Frederick County Board of Supervisors this 27`r'
day of April 2022, That the Board hereby authorizes all actions necessary and acceptable to the
County Attorney and County Administrator to execute a Fiscal Agent Agreement for the All Points
VATI grant project..
Charles S. DeHaven, Jr., Chairman Aye Shawn L. Graber Aye
J. Douglas McCarthy Aye Robert W. Wells Aye
Josh Ludwig Aye Judith McCann-Slaughter Aye
Blaine P. Dunn Aye
A COPY ATTEST
Michael L. Bollhoefer
Frederick County Administrator
Res.No. 060-22
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Scott Varner, Director of Information Technology
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Voice 540.722.8261
MEMO
To: Frederick County Board of Supervisors
From: Scott Varner, Director of Information Technology
Subject: Execution of Fiscal Agent Agreement for Regional Broadband Services
Date: April 19, 2022
In December 2021,Frederick County as part of the Northern Shenandoah Valley Regional
Commission (NSVRC) for the All Points Broadband Virginia Telecommunication Initiative (VATI)
Grant project was awarded funding for the expansion of broadband. As part of the process to go
under contract with the Virginia Department of Housing and Community Development(DHCD),
state administering agency for the VATI grant program,NSVRC and the participant localities are
required to approve to sets of agreements. These agreements including the DHCD grant agreement
and a fiscal agent agreement or memorandum of understanding between NSVRC and the localities.
The NSVRC and localities anticipate formal contract authorization by May 5,2022. As such, all
required agreements must be approved and ratified by related parties prior to this date. The fiscal
agent agreement outlines the policies and procedures related to the NSVRC act as fiscal agent and
grantee on the behalf of the project localities,while ensuring the necessary cash flows for the project.
As such, it is anticipated that payments for the project will include a 20%match payment upfront by
July 1, 2022; followed by eight quarterly payments equal to 10% of the match for the remainder of
the project term. The contract between NSVRC and All Points Broadband specifies a 36 month
project timeline from contract signing.
The attached resolution approves the agreement in draft form,with ability for County Attorney and
the County Administrator to approve minor modifications as necessary.
Sincerely,
scatt vam4r
Scott Varner
County of Frederick
Director of Information Technology
107 North Kent Street,Winchester,Virginia 22601-5039
FISCAL AGENT AGREEMENT
This Fiscal Agent Agreement(this"Agreement")is entered into as of the date last set forth
below by and between the Northern Shenandoah Valley Regional Commission ("NSRVC") and
Augusta County,Virginia; Clarke County,Virginia;Fauquier County,Virginia;Frederick County,
Virginia;Page County,Virginia; Rappahannock County,Virginia; Rockingham County,Virginia;
and Warren County,Virginia(each, a"Participating County," and, collectively,the"Participating
Counties"). NSVRC and the Participating Counties are each a "Pqm" and are, collectively, the
"Parties."
WHEREAS, the Parties, in coordination with APB Partners Valley, LLC ("APB") and its
affiliates, have collaborated on the development of a regional broadband plan pursuant to which
APB will be constructing a last-mile broadband network within the Participating Counties;
WHEREAS, NSVRC and APB are designated by the Participating Counties as the
Applicant and Co-Applicant, respectively, for Application ID 86508092021134115 (the "VATI
Application") to the Virginia Telecommunications Initiative ("VATI") program, administered by
the Virginia Department of Housing and Community Development("DHCD"), and the project set
forth in the VATI Application (the "VATI Project") has been awarded $96,873,500 in grant
funding from DHCD (the "VATI Award");
WHEREAS,the Participating Counties have committed to provide APB with an aggregate
of$62,450,000 in local contributions designated as match for the VATI Project(the"Count
Match"), as set forth in more detail in Exhibit A; and
WHEREAS, the Participating Counties wish to designate NSVRC to serve as their
administrative/fiscal agent and administrator for the VATI Project.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged,the Parties agree as follows.
1. Fiscal Agent. NSVRC will act as fiscal agent for the VATI Project and maintain
accurate records of the financial expenditures of the VATI Award and the County VATI Match,
including, but not limited to financial reports, monthly funding draws, submission of APB
expenditures and invoices to DHCD, and documentation of matching funds.
2. ARPA Obligations. NSVRC will provide reporting and documentation to the
Participating Counties, in a manner consistent with guidelines provided by DHCD for reporting
on ARPA compliance to DHCD, so that the Participating Counties may document compliance
with ARPA rules and regulations.
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3. VATI Grant Mana eg ment. NSVRC will provide overall grant management of the
VATI Project and provide coordination and administration of the VATI Project by working as a
liaison between the Participating Counties, APB and DHCD.
4. Construction and Implementation of Broadband Services. NSVRC will oversee
APB's construction of the VATI Project in the manner set forth in the VATI Application. All
facilities constructed by APB will be owned by APB and the Participating Counties shall have no
obligation for ongoing maintenance related thereto.
5. Collection, Invoicingof f Expenses and Payment of the County VATI Match.
a. NSVRC will collect each Participating County's share of the County VATI
Match from such Participating County as set forth herein. On or before July 1, 2022, each
Participating County shall make an initial payment to NSVRC equal to 20% of such Participating
County's share of the County VATI Match specified on Exhibit A. On or before October 1, 2022,
and on or before the first day of each succeeding calendar quarter thereafter (January 1, April 1,
July 1, and October 1), each Participating County shall make a quarterly installment payment to
NSVRC equal to 10% of such Participating County's share of the County VATI Match with the
ninth and final payment due on or before July 1,2024. Any Participating County that fails to make
a payment in a timely manner shall be responsible any resulting damages suffered by NSVRC. All
payments by the Participating Counties to NSVRC shall be made in the manner specified by
NSVRC, which manner of payment may be changed from time to time in NSVRC's sole
discretion.
b. Payments made by NSVRC to APB from the VATI Award and the County
VATI Match will be governed by (i) a Grant Administration Agreement between NSVRC and
APB, and (ii) an agreement between DHCD and NSVRC relating to the VATI Award and VATI
Project. NSVRC expects that the payment procedures established by those agreements will be
roughly consistent with those outlined herein. Once work on the VATI Project commences, APB
will submit invoices for VATI Project expenses to NSVRC on a monthly basis, which invoices
shall provide a breakdown of APB's reimbursable expenses consistent with DHCD guidelines and
procedures. APB will submit the invoice for any given month to NSVRC no later than the business
day before the date on which NSVRC is required to submit its corresponding monthly report to
DHCD. NSVRC will, in turn, submit such invoice to DHCD and request reimbursement for such
expenses against the VATI Award,which reimbursement from DHCD shall be payable to NSVRC.
With respect to any monthly invoice submission by APB, NSVRC will pay to APB the VATI-
reimbursable and Participating County-reimbursable portion of such invoiced expenses within
seven calendar days of receiving the VATI-reimbursable portion of the invoice from DHCD.
DHCD's determinations concerning the reimbursement of expenses invoiced by APB will be final
and binding upon NSVRC and the Participating Counties.
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6. Monthly Reports Regarding the County VATI Match. Within 10 calendar days of
the date on which NSVRC makes any payment to APB from the County VATI Match in
accordance with Section 4 above,NSVRC will provide each applicable Participating County with
a report (a) detailing the APB expenses being reimbursed by NSVRC from the County VATI
Match attributable to such Participating County, (b)reporting APB's progress against established
project milestones for the VATI Project as approved by DHCD and (c) providing an updated
balance of the County VATI Match funds of such Participating County being held by NSVRC.
7. Notices. Any notice under this Agreement will be made to the Parties at their
respective addresses set forth below. Any Party may change its address upon 10 days' written
notice to the other Parry.
Northern Shenandoah Valley Regional Commission
Attn: Brandon Davis, Executive Director
400 Kendrick Lane
Front Royal,Virginia 22630
With a copy by email to bdavisgnsvre ig on.org.
If to a Participating County, to the address specified on such Participating County's
signature page to this Agreement.
8. Miscellaneous.
a. This Agreement is governed by and construed in accordance with the laws
of the Commonwealth of Virginia, without regard to the conflict of laws provisions of such
Commonwealth.
b. This Agreement shall inure to the benefit of and be binding upon each of
the Parties and each of their respective successors and assigns.
C. If any provision of this Agreement is declared invalid by a court of
competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.
d. The headings in this Agreement are for reference only and do not affect the
interpretation of this Agreement.
e. This Agreement may be executed in counterparts, each of which is deemed
an original, but all of which constitute one and the same agreement. Delivery of an executed
counterpart of this Agreement electronically (including by DocuSign or similar electronic
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signature software)or by facsimile shall be effective as delivery of an original executed counterpart
of this Agreement.
f. This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings, agreements,representations, and warranties,both written and oral,with respect to
such subject matter.For the purpose of clarification,this Agreement does not supersede that certain
Memorandum of Understanding, effective as of June 30, 2021, by and between Virginia Electric
and Power Company dba Dominion Energy Virginia, All Points Broadband Partners, LLC,
Shenandoah Valley Electric Cooperative, and the Participating Counties.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
NORTHERN SHENANDOAH VALLEY REGIONAL COMNIISSION
By:
Name: Brandon Davis
Its: Executive Director
Date:
[Signature Page to Fiscal Agent Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
AUGUSTA COUNTY,VIRGINIA
By:
Name:
Its:
Date:
Address:
[Signature Page to Fiscal Agent Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
CLARKE COUNTY,VIRGINIA
By:
Name:
Its:
Date:
Address:
[Signature Page to Fiscal Agent Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
FAUQUIER COUNTY,VIRGINIA
By:
Name:
Its:
Date:
Address:
it
[Signature Page to Fiscal Agent Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
FREDERICK COUNTY,VIRGINIA
By:
Name:
Its:
Date:
Address:
[Signature Page to Fiscal Agent Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
PAGE COUNTY,VIRGINIA
By:
Name:
Its:
Date:
Address:
[Signature Page to Fiscal Agent Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
RAPPAHANNOCK COUNTY,VIRGINIA
By:
Name:
Its:
Date:
Address:
[Signature Page to Fiscal Agent Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
ROCKINGHAM COUNTY,VIRGINIA
By:
Name:
Its:
Date:
Address:
[Signature Page to Fiscal Agent Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Fiscal Agent Agreement
as of the date last set forth below.
WARREN COUNTY,VIRGINIA
By:
Name:
Its:
Date:
Address:
®®
[Signature Page to Fiscal Agent Agreement]
EXHIBIT A
County VATI Match
for each
Participating County
Participating County County VATI Match
Augusta County $8,400,000
Clarke County $5,400,000
Fau uier County $10,500,000
Frederick County $8,650,000
Page County $7,800,000
Rappahannock County $5,900,000
Rockingham County $8,900,000
Warren County $6,900,000
Total $62,450,000