On the agenda: Charles City County meeting — data center (Mar 24)

Board of Supervisors
Byron Adkins, Sr., Chair
Ryan Patterson, Vice-Chair
Michael Hill
Keith Rogers Jr., County Administrator

Charles City County Board of Supervisors
Board Meeting Agenda
Date: March 24, 2026
Time: 6:00 PM
Location: Government Administration Building Auditorium
I.
II.
III.

Call to Order/ Roll Call/ Pledge of Allegiance
Adoption of the Agenda
Approval of Minutes - Pg. 3 - 10
A. Regular Meeting – February 24, 2026
IV. Awards & Presentations - None
V. Board Appointments - None - Pg. 11
VI. Consent Agenda - None - Pg. 12
VII. Regular Agenda - Pgs. 13-27
A. Resolution to approve the contract with Inboden Environmental Services (I.E.S) for
Utility Management, Operation, and Maintenance.
VIII. Public Comment Period - Pg. 28
IX. County Administrator’s Report - Pgs. 29-33
X. Board Comments - Pg. 34
XI. Closed Session - Pg. 35 - 36
A. Legal/Economic Development
XII. Adjournment

Charles City County Board of Supervisors
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MEETING DATE: MARCH 24, 2026
ITEM I. CALL TO ORDER/ROLL
CALL PLEDGE OF ALLEGIANCE
(Page 3)
Notes:

ITEM II. ADOPTION OF AGENDA (Page 3)
ITEM III. APPROVAL OF BOARD MEETINGS MINUTES (Pages 3-10)
Board of Supervisors- Motion for approval of Regular Monthly Board of Supervisors Meeting
Minutes, Tuesday, February 24, 2026 (Pages 3-10)
IV. AWARDS & PRESENTATIONS (UNDER SEPERATE COVER)
a.) None.
Notes:

At the regular monthly meeting of the Board of Supervisors at the Charles City County Government
Administration Building on Tuesday, February 24, 2026, at 6:00 p.m. in the 230th year of the Commonwealth
and 392nd year of the County.
PRESENT:

Byron Adkins, Sr., Chairman
Ryan Patterson, Vice Chairman
Michael Hill, Board Member
Keith C. Rogers, Jr., County Administrator
Jessica Poe, Chief of Staff
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Opening and Procedural Matters
RE: CALL TO ORDER/ROLL CALL/ PLEDGE OF ALLEGIANCE
The Chairman, Mr. Adkins, Sr., formally called to order the February 24, 2026, Board of Supervisors meeting.
The roll call was conducted by Ms. Poe, and the Pledge of Allegiance was recited in unison by all present.

RE: ADOPTION OF AGENDA/ APPROVAL OF BOARD MINUTES FROM FEBRUAR 24,
2026/AWARDS AND PRESENTATIONS
Chairman Adkins asked for a motion to adopt the agenda.
Agenda Adoption
Vice-Chairman Patterson motioned to adopt the agenda.
The motion went as follows:
Mr. Ryan Patterson, aye
Mr. Michael Hill, aye
Mr. Byron Adkins, Sr., aye
Approval of February 5, 2026, Meeting Minutes
Vice-Chairman Patterson motioned to approve the meeting minutes.
The motion went as follows:
Mr. Ryan Patterson, aye
Mr. Michael Hill, aye
Mr. Byron Adkins, Sr., aye
Awards and Presentations
A. Proclamation for Black History Month
A Black History Month proclamation recognizing February as Black History Month was presented to Mr. Donald Charity, President of
the Charles City County NAACP. The proclamation highlighted the historical significance of Black History Month, its origins with Dr.
Carter G. Woodson, and the vital contributions of African Americans to the cultural, economic, social, and political development of the
community, Commonwealth, and nation. It also emphasized the importance of education, reflection, and continued commitment to
equality and inclusion. The Board formally encouraged residents to participate in activities and programs that honor and celebrate the
legacy and achievements of African Americans. The proclamation was officially adopted on February 24, 2026.
B. The Jim Gilmore Award for TRAID Excellence
The Chickahominy Area Triad was recognized for receiving the Jim Gilmore Award for Triad Excellence, marking the first time a
Virginia Triad organization has earned this distinction in consecutive years. The award was presented by Chairperson Danny Green to
Sheriff Jayson Crawley, recognizing regional leadership for their outstanding efforts to protect seniors from fraud and criminal activity.
The Triad program, established in 1994, is dedicated to safeguarding older adults through community engagement and education.
Chairperson Green emphasized that the organization’s success is rooted in teamwork, involvement, and strong community support, and
he acknowledged the valuable contributions of its members. He also encouraged residents of Charles City County and New Kent
County to become actively involved through volunteering, membership, and support of Triad initiatives.
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RE: BOARD APPOINTMENTS
No appointments.
RE: CONSENT AGENDA
None.
RE: REGULAR AGENDA
A. Resolution to Authorize the Acquisition of Right Way, Easement and Use Agreements for Mt. Zion/Rustic Collection System
Project
Outcome: Approved.
•

Chairman Adkins motioned to adopt the resolution.

The motion went as follows:
Mr. Byron Adkins, Sr., aye
Mr. Michael Hill, aye
Mr. Ryan Patterson, aye
Vice-Chairman Patterson made for a motion to go into closed session under Section 2.2-3711 of the Code of Virginia for the purpose
of discussing the assignment, promotion, performance, salaries, discipline, or resignation of specific public officers or employees
which is authorized under section 2.2-3711(A)(1) of the Code.
The motion went as follows:
Mr. Ryan Patterson, aye
Mr. Michael Hill, aye
Mr. Byron Adkins, Sr., aye
Vice-Chairman Patterson motioned to return to open session.
Vice-Chairman Patterson motioned, as required under Section 2.2-3712 (D) of the Code of Virginia, that the Charles City County
Board of Supervisors certify that to the best of each Board member’s knowledge: 1. Only public business matters lawfully exempted
from the open meeting requirement by Virginia law were discussed in closed meeting to which this
certification applies; and 2. Only such public business matters as were identified in the motion convening the closed meeting were
heard, discussed, or considered by the Board.
The motion went as follows:
Mr. Ryan Patterson, aye
Mr. Michael Hill, aye
Mr. Byron Adkins, Sr., aye
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The Board returned to open session.
B. Resolution to Appoint Jessica Poe as Clerk of the Board
Outcome: Approved.
•

Board Member Hill motioned to appoint Jessica Poe as Clerk of the Board.

The motion went as follows:
Mr. Michael Hill, aye
Mr. Ryan Patterson, nay
Mr. Byron Adkins, Sr., aye
RE: PUBLIC COMMENT PERIOD
Mr. Adkins read the disclosure for the public comment period, stating that individuals commenting would have three minutes each;
as a group, they would have five minutes. Please name and identify your group by showing your hands or standing. Please state your
name. You do not have to state your address. The Board does not answer questions nor establish dialogue during the Public
Comment period. Please approach the podium when called, state your name, and any relevant facts or materials. Written
comments and documents may be submitted for the record.
Key Issues Raised by Citizens
Robin Bradby stated that to date, no one has reached out to offer an apology or acknowledge the situation, which reflects a lack of
awareness and engagement with what is occurring in her community. She stated that if you are representing us, it is important to fully
understand the issues affecting our neighborhoods. There was also a delay in anyone contacting her to ask if she or her family needed
support, which is concerning, especially as a parent. Additionally, she wanted to address ongoing infrastructure concerns impacting
her family’s property. There are multiple issues with the septic system that remain unresolved. It is unclear why efforts are shifting
between areas, such as from Jerusalem to Mount Zion, without first addressing existing problems. These matters, particularly those
affecting her parents’ property, still require attention.
Brandi Mareno stated she wanted to address an issue regarding delinquent personal property tax notices being sent to individuals who
are deceased. These notices reportedly include warnings of legal action and debt collection directed toward individuals who are no
longer living. In the case of Ms. Taylor, a former homeowner, she was not only sent notices for outstanding balances prior to her
passing but was also billed for personal property taxes after her death. This raises important concerns about how compliance is
expected under such circumstances. Even more concerning, it has been reported that collection efforts continued after the County was
notified of her passing, suggesting a gap in verifying whether individuals are living. This situation also raises broader concerns about
financial stewardship and public trust. In a locality with limited resources, time and funds spent pursuing collection from deceased
individuals represent a misuse of administrative effort. Each notice, staff hour, and automated process carries a cost, and when
directed toward individuals who cannot respond, those efforts become ineffective. She also raised questions about the accuracy of tax
records and enforcement practices overall. She expressed that while errors can occur, accountability is essential, especially when these
actions cause distress to grieving families. Moving forward, she stated strengthening internal processes, improving coordination with
vital records, and focusing collection efforts on accounts that can be resolved will help ensure a more accurate, respectful, and fiscally
responsible approach.
Bill Hopke shared his background in corporate finance and investments, emphasizing his experience analyzing complex financial data
and systems. After engaging in discussions with local individuals, including Rob Tyler, he began examining County operations more
closely and described uncovering multiple layers of concern. Drawing from his professional experience, he highlighted the importance
of accountability, noting that in his prior role he was required to report to a board of directors and take full responsibility for financial
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outcomes. He contrasted that with what he perceives locally, where there appears to be a lack of accountability and a tendency to shift
responsibility. He then addressed Fire Station No. 2, stating that while he supports public safety, he has concerns about financial
oversight. He referenced a water line project along Route 106 costing over $2.1 million that he believes is not functioning, with
hydrants reportedly unusable. Through a FOIA request, he received documentation he described as disorganized and lacking evidence
of competitive bidding. He noted that the project’s initial estimated cost was approximately $3.7 million, but more than $6 million in
change orders were added. He raised concerns about oversight and the use of taxpayer funds, questioned why these issues were not
addressed earlier, referenced the Board’s initial decision not to conduct a forensic audit that was later mandated by a court, and urged
a forensic review of Fire Station No. 2.
Lloyd Carter stated he was raising concerns about the impact of large-scale business operations on County residents, including the
ethanol plant, landfill, and mining activities. There have been ongoing issues with spills, environmental concerns, and most recently,
reports of leachate being evaporated within communities. Additional concerns include Aggregate Industries, where dust and noise
barriers were removed, and solar projects where water contamination was reported. He stated that these matters were brought to the
Water Board, Planning Department, and Planning Commission, with discussion of corrective actions such as signage, but no action
appears to have been taken. As a result, conditions remain unresolved, including deteriorating road conditions along Lewis Tyler
Lane, where mud accumulation makes it difficult to distinguish the roadway from the shoulder. He expressed that during a recent visit
to the landfill, he observed a large stockpile of coal, raising concerns about potential runoff and environmental impact that should be
reviewed proactively. Additionally, he has been a volunteer with the food pantry since November 2023, he has become aware of
operational changes that have not been clearly communicated to volunteers. He respectfully requests greater attention to protecting
residents, addressing environmental and infrastructure concerns, and improving transparency and communication, as a lack of
information can lead to confusion and erode public trust.
Pat Davis addressed the by-right designation for data centers, stating that she believes it places the community’s future at risk. She
explained that data centers are not comparable to typical warehouses or office buildings, but rather large-scale industrial facilities
that can permanently alter the character of a community through significant electricity and water usage, as well as noise and light
impacts. She noted that once constructed, these effects are long-term and not easily reversed. She further stated that allowing data
centers as a by-right use removes meaningful public input, limiting residents’ ability to influence decisions that affect their homes,
property values, environment, and overall quality of life. She emphasized that local government should serve the interests of its
residents and not prioritize development without appropriate community engagement. She also mentioned that Point One is currently
operating and expanding because it is located within a by-right zone, which allowed a major industrial project to proceed with limited
oversight and public input. She expressed that data centers should be carefully reviewed, appropriately sited, and subject to strong
conditions rather than treated as low impact uses. She further stated that the community deserves thoughtful planning and that elected
officials are responsible for safeguarding the County’s land and future, noting that by-right zoning shifts that responsibility away from
local leadership and residents. She urged reconsideration of this policy to restore accountability and ensure proper representation for
those who live, work, and invest in the community, emphasizing that the impacts of these decisions will be felt for generations.
Tracy Floyd addressed data centers from a different perspective. She noted that the Point One project includes its own gas power
plant, which she stated adds complexity for both residents and the environment. She raised concerns regarding the use of nanofluids in
data center cooling systems, explaining that they are becoming an industry standard but remain largely unregulated. She stated that
these nanofluids contain nanoparticles that, if released through spills, air discharge, or other means, can persist in the environment,
enter groundwater, and be absorbed into the body, with the potential to impact ecosystems, accumulate through the food chain, and
pose risks to human health. She expressed her appreciation for Charles City County’s natural resources, including its rivers, forests,
and farmland, and voiced concern that out-of-state data center developers may view the County primarily as inexpensive land,
potentially leaving long-term environmental and infrastructure impacts. While acknowledging that Point One is currently undergoing
site plan review, she urged the Board and administration to carefully consider the long-term impacts of future data center development.
She encouraged leadership to prioritize protecting the County’s resources and to explore alternative revenue opportunities that do not
compromise environmental quality or public health.
Yvonne Smith-Jones requested that space be reallocated for the Registrar’s Office, noting that the current year is unique due to the
high number of elections, including overlapping election periods. She explained that this is the first time the County will experience
overlapping elections, which creates additional operational challenges for the Registrar’s Office. She stated that additional space is
needed to accommodate the increased election activity, ensure voting security, improve parking safety, and provide adequate working
space for staff and poll officers to effectively carry out the election process. She referenced specific dates, including early voting
beginning February 27, the April 14 election, early voting for April 21, and March 16, when two elections will be occurring
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simultaneously. She emphasized that these overlapping timelines create complexity and require additional space. She urged the Board
to consider reallocating space for the Registrar’s Office, noting that other jurisdictions have had to make similar adjustments due to
increased election demands, and expressed hope that the request would be given careful consideration.
Jared Kline stated that they had successfully gathered the required petition signatures. He addressed the upcoming April 14 election,
noting that the ballot asks whether Charles City County should change to the county board form of government. He acknowledged that
many residents are unclear about what this means and explained that the current structure includes three district-based Board
members and a County Administrator. Under the proposed change, the primary difference would be the addition of an at-large Board
member representing the entire County, intended to bring additional perspectives, expertise, and leadership to support the Board. He
further explained that expanding the Board from three to four members would change quorum requirements, allowing greater
flexibility for members to communicate and collaborate outside of formal meetings. He stated this could support more continuous
discussion and problem-solving rather than limiting conversations to scheduled meetings. While acknowledging concerns about
potential tie votes, he noted that requiring three votes to pass an item would encourage collaboration and compromise among
members. He emphasized that compromise could lead to stronger outcomes and offered to answer questions, noting that informational
materials were available for those interested.
Dorene Billingsley expressed concern regarding the lack of substantive content in the Board of Supervisors’ agenda and
accompanying materials, particularly given the challenges facing the County. She stated that there was little to no information
provided in advance of the meeting, especially related to County finances, and described this as a lack of transparency. She also noted
that the public comment period was scheduled before the County Administrator’s report, limiting the public’s ability to comment on it.
She questioned how residents can meaningfully participate without sufficient information and emphasized that the public deserves
greater transparency and engagement. She then addressed data centers, stating that while she is not opposed to them, the County
should approach development with a strategic and timely plan. She recommended implementing a temporary six- to nine-month
moratorium on new applications (excluding projects already underway), completing the comprehensive plan with clear siting and
infrastructure policies, defining data centers as a distinct land use, removing by-right zoning to require special use permits, and
creating an overlay district to address infrastructure standards such as buffers and parcel requirements. She emphasized the
importance of balancing revenue growth with preservation of the County’s character, suggested delegating much of the work to the
Planning Commission, and urged the Board to establish timelines and provide regular updates. She concluded by offering her
assistance to support these efforts.
Thelma Whitehead stated that she was speaking on behalf of several concerned citizens and raised concerns regarding access to the
County Administrator, referencing a meeting format that limited time to 15 minutes per person. She questioned whether residents could
schedule additional time or have more open access for discussion and expressed a desire for improved communication. She also
requested clarification on reports that employees were terminated during COVID-19 after declining to perform certain duties due to
health concerns. Additionally, she raised concerns about perceived inconsistencies in employee treatment, citing an example of alleged
inappropriate conduct by a county employee who remained employed, and questioned how such situations may impact fairness and
workplace morale. She also noted that some residents have not received tax refunds from November or December and requested
clarification on the delay. She expressed broader concerns regarding trust and communication between residents and County
leadership, stating that follow-up is not always provided after concerns are raised. Lastly, she addressed remarks made at a previous
meeting by a local pastor, expressing concern that the comments were divisive. She emphasized the importance of unity and
collaboration among all residents and encouraged leadership to promote respect and inclusivity within the community.
Martha Harris concurred with prior remarks, stating that while issues have been framed as matters of race, she believes the
underlying concern is financial. She expressed disappointment with comments made at a previous meeting and addressed inaccuracies
in the December 18 meeting minutes, stating that her remarks regarding Mr. Atkins’ repeated acknowledgments of staff over several
years were misrepresented. She clarified that her intent was to question those acknowledgments in the context of the County’s ongoing
financial challenges, not to diminish staff contributions. She requested that the minutes be corrected to accurately reflect her
statements, either through revision or review of the meeting recording, and asked that future minutes fully and accurately capture
public comments. She also raised concerns about a statement in the February 5 Board packet regarding the consent agenda, which she
felt appeared to place undue responsibility on one Board member, noting that this individual has been consistent in asking questions
aligned with public concerns. She commended the quality of recent transcripts for their clarity and accuracy. Additionally, she
questioned whether the publicly available agenda properly reflected the inclusion of a closed session and whether all Board members
were aware of it in advance. She concluded by reiterating her request for quarterly reports on all County initiatives, with particular
emphasis on Market 5.
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Antonette Jackson stated that while many points had already been raised, she wished to offer an additional comment. She questioned
how many roles a single individual can effectively hold within the County, referencing that Ms. Poe reportedly serves in multiple
capacities, including Human Resources, Clerk to the Board of Supervisors, and potentially as a backup in an administrative leadership
role. She asked why some of these positions are not being formally posted to allow other qualified individuals the opportunity to apply,
emphasizing the importance of fairness and transparency in hiring practices. She also shared her own professional background,
noting her academic qualifications, and expressed interest in equitable access to employment opportunities within the County.
Additionally, she addressed remarks made by Reverend Tate at a prior meeting, stating that she was surprised by comments she
perceived as divisive and mischaracterizing citizens. She emphasized that while residents may have concerns about Board actions,
they remain respectful and engaged members of the community. She concluded by encouraging leadership to ensure fairness and
openness in how positions are filled within the County.
RE: REPORTS

County Administrator Report
Announcement:
•

County Administrator’s public office hours:
o Date: Wednesday, March 4th
o Time: 11:30 AM–1:00 PM (in training room)
o 15-minute increments available but will see everyone present.

Financial Update:
• January budget vs. actual report posted on county website (homepage, "Financial Reporting" tab).
• Second Quarter Financial Report (Feb) also posted; includes mid-year projections.
• Current projection: $800,000 surplus in the general fund at end of FY2026.
• Emphasis on outdated forms of budgeting; making reporting, projections, and best-practices compliance difficult.
• Noted concern for declining tax collection rates (especially real estate taxes, per Fiscal 2025 audit).
•
Cash Balances:
•
•
•
•
•
RE:

Current: ~$10 million
After payment of remaining RAN loan, projected cash is $7.5 million (approx. 20% of $30M annual budget).
Early repayment of RAN saves interest, with payment planned for March vs. June.
Committed to more dynamic and timely financial reporting in future budget cycles.
Promised to provide details of RAN repayment and balances in next report, with documentation.
BOARD COMMENTS

Board Member Hill: Board Member Hill stated that he has received calls regarding potholes on Little Elam Road and noted that the
matter will be addressed in coordination with VDOT to ensure repairs are completed. He also expressed concern about what he
described as ongoing personal attacks during meetings and advised residents to verify the accuracy of information they receive,
stating that some of the information being circulated is incorrect. He encouraged open and respectful communication, inviting
anyone with questions or concerns to speak with him directly so he can provide accurate information. He noted that he does not
engage on social media and emphasized that progress requires collaboration within the community. He cautioned against relying on
unverified information and reiterated his willingness to have constructive conversations to help move the County forward.

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Vice-Chairman Patterson: Vice Chairman Patterson referenced the previous Board meeting minutes, noting that the Board had
agreed to receive monthly updates on the progress of Point One, as reflected in the packet. He also inquired about current updates,
and it was shared that a meeting has been scheduled with Point One through the County Attorney’s Office and that the site plan
application has completed an initial review, with comments returned for a second review. He emphasized that providing these
updates is a responsibility to both the Board and the public and stated that future agendas should consistently include this
information with materials provided in advance. Additionally, Vice Chairman Patterson requested that a presentation be scheduled
to explain the potential transition from the traditional Board form of government to the county board form and asked that this item
also be included on the next agenda. He further expressed a desire for VDOT and Dominion Energy to address community
concerns related to road conditions and electricity costs.
Chairman Adkins: Chairman Adkins requested that Mr. Rogers coordinate with VDOT to attend future meetings quarterly. He
noted that there have been several inquiries related to VDOT matters and stated that having VDOT representatives present at an
upcoming meeting would be appreciated.
The Board meeting was adjourned.

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MEETING DATE: MARCH 24, 2026
ITEM V. BOARD APPOINTMENTS (Page11)
a.) None at this time.
Notes:

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MEETING DATE: MARCH 24, 2026
ITEM VI. CONSENT AGENDA (Page12)
a.) None at this time.

Notes:

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MEETING DATE: MARCH 24, 2026
ITEM VII. REGULAR AGENDA (PAGE 13-27)
a.) Resolution to approve the contract with Inboden Environmental Services (I.E.S) for Utility
Management, Operation, and Maintenance.

Notes:

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RESOLUTION
APPROVAL OF AGREEMENT WITH INBODEN ENVIRONMENTAL SERVICES (I.E.S.)

WHEREAS, the County of Charles City has a need for professional utility operations and
maintenance services to support its water and wastewater systems; and
WHEREAS, Inboden Environmental Services (I.E.S.) has been identified as a qualified provider;
and
WHEREAS, these services have been properly procured in accordance with the Virginia Public
Procurement Act, including cooperative purchasing provisions;
NOW, THEREFORE, BE IT RESOLVED, that the Charles City County Board of Supervisors
hereby approves the agreement with Inboden Environmental Services (I.E.S.); and
BE IT FURTHER RESOLVED, that the County Administrator is authorized to execute the
agreement and any related documents necessary to carry out this action.

ADOPTED this ___ day of __________, 2026.

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Charles City
County

Agenda Item
Request Form

Date Received

3.6.2026

PLEASE COMPLETE
Name

Ricky Hicks

Department

Public Works
Approve the contract with Inboden Environmental Services
(I.E.S) for Utility Management, Operation, and Maintenance.

Purpose

Background of
agenda item

Fiscal Impact

Pursuant to applicable Virginia Department of Health (VDH) and
Department of Environmental Quality (DEQ) regulations, this action
authorizes the appointment of Inboden Environmental Services (IES) to
provide full utility management, operations, and maintenance for the
County’s water and wastewater systems. Engaging IES will ensure
system compliance with VDH and DEQ requirements, strengthen risk
reduction efforts, and enhance operational continuity and system
reliability, including immediate coverage during staff absences or
emergencies.

The cost is approximately $92,000 in this fiscal year and is offset
by savings associated with utility personnel.
AGENDA REQUEST SUBMISSION

Signature

Ricky Hicks

Date

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3/6/2026

CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT

5790 Main Street, Mt. Jackson, VA 22842
1 (800) 648-1010 - Fax (540) 477-3360
Agreement
This Operation – Maintenance Agreement (“Agreement”) is made effective this day of
________________________, by and between Inboden Environmental Services, Inc., a corporation of the
State of Virginia, having offices at 5790 Main Street, Mt. Jackson, Virginia 22842 hereinafter called
(“IES”), and Charles City County of Virginia, hereinafter called (“CLIENT”).
RECITALS
1.

CLIENT desires to engage IES to provide contract operations of the water and wastewater systems
as more fully described herein and in accordance with the terms and conditions of this Agreement.

2.

IES desires to provide services to CLIENT in accordance with the terms and conditions of this
Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS
HEREIN CONTAINED, THE PARTIES DO HEREBY AGREE AS FOLLOWS:
DEFINITIONS
The following definitions are for the purpose of this Agreement:
Facilities – The public water and wastewater systems serving the Charles City County of Virginia.
Services - Contract operations of the public water and wastewater systems including system checks,
sampling and analysis, and monthly reporting to the Virginia Department of Health, Office of Drinking
Water and Virginia Department of Environmental Quality.
ARTICLE 1 – SCOPE OF SERVICES
Scope of Services set forth in attached Exhibit A, is to be made a part hereof and in accordance with the
terms and conditions set forth herein.
ARTICLE 2 – CLIENT RESPONSIBILITIES
CLIENT shall provide IES with the items and assistance set forth in Exhibit B, attached hereto and made a
part hereof.
ARTICLE 3 – COMPENSATION AND PAYMENT
3.1

IES, shall render services herein and CLIENT shall pay IES compensation set forth in Exhibit C,
attached hereto and made a part hereof, in accordance with the payment provisions set forth
therein.

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1

CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT
3.2
3.3

3.4

IES will invoice CLIENT for the Services in accordance with the provisions of Exhibit C. IES
invoices shall be paid by CLIENT within 30 days of receipt thereof by CLIENT. No payment to
IES shall be withheld by CLIENT for any reason while IES is providing the Services.
CLIENT shall pay interest at the rate of one and one-half percent (1-1/2%) per month on any
amounts not paid in accordance with the payment provision of this Agreement. IES’s right to
interest on any unpaid amounts shall be in addition to any and all other rights IES has pursuant to
this Agreement and applicable law.
Each of the prices provided under this Contract shall escalate by the annual CPI or a minimum of
3% on the anniversary date of each year of the base term or any additional term.

ARTICLE 4 – OWNERSHIP OF FACILITY
4.1

Notwithstanding anything contained in this Agreement, CLIENT shall be and remain the owner of
the Facility and any capital additions made thereto and paid for directly by CLIENT.

4.2

Equipment, vehicles, and all other property provided by IES or purchased and used by IES in
order to provide the Services shall remain the property of IES.

ARTICLE 5 – AUTHORIZED REPRESENTATIVES
The following individuals are the authorized representatives of IES and CLIENT, respectively, to execute
this Agreement.
IES:
Mark E. Inboden
Chief Executive Officer
Inboden Environmental Services, Inc.
5790 Main Street
Mt. Jackson, VA 22842
CLIENT:

Ricky Hicks
Director of Public Works
Charles City County
13100 The Glebe Lane
Charles City, VA 23030

The parties must provide written notice of any changes to the authorized representatives in advance of such
change.
ARTICLE 6 – TERM
6.1

This Agreement shall become effective when signed by the authorized representatives of both
parties hereto. IES shall commence providing the Services on _____________. This Agreement
shall remain in effect unless extended or terminated as provided herein so long as CLIENT
provides payment to IES, in accordance with this Agreement, until _________________.

6.2

This Agreement shall be automatically renewed for subsequent six month terms, unless one of the
parties gives written notice to the other at least sixty (30) days prior to the termination date of its
desire to not renew the Agreement.

ARTICLE 7 – LIMITATION OF LIABILTY
Notwithstanding any other provisions of this Agreement, IES’s total liability to CLIENT for any loss or
damages from claims arising out of or in connection with this Agreement from any cause including IES’s
strict liability, breach of contract or professional negligence, errors and omissions shall not exceed the
proceeds of IES’s liability insurance required under this Agreement. In no event shall either party be liable

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2

CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT
to the other for special, indirect, incidental or consequential damages whether or not such damages were
foreseeable at the time of the commencement of the work.
ARTICLE 8 – APPLICABLE LAW
The interpretation and enforcement of this Agreement is to be governed and construed in accordance with
the law of the State of Virginia.
ARTICLE 9 – ASSIGNMENT
This Agreement may not be assigned by IES, either in whole or in part, without the prior written consent of
CLIENT, except that CLIENT’s consent shall not be required for any assignment by IES to a wholly
owned subsidiary.
ARTICLE 10 – STANDARD OF CARE
IES will provide the Services to CLIENT under this Agreement in accordance with the Facilities O&M
Manuals and generally accepted standards as applied to similar projects performed under similar conditions
prevailing in the community.
ARTICLE 11 – INSURANCE
IES shall maintain at its own expense Worker’s Compensation, Comprehensive General Liability, and
Automobile Liability insurance policies for the duration of this Agreement in the following amounts:
Type of Insurance

Limits of Liability

Workers’ Compensation

Statutory Workers’ Compensation

Employer’s Liability

$ 100,000 Employer Liability

Comprehensive General Liability

$2,000,000 each occurrence

Automotive Liability (Auto)
Combined Bodily Injury and
Property Damage

$ 1,000,000 each accident or loss
All Vehicles covered; hired
car and non-owned autos

ARTICLE 12 – CHANGES
CLIENT may request changes in the services within the general scope of the Agreement in the Work and
Services (as described in the SCOPE OF SERVICES) to be performed. All changes to this Agreement
must be in writing and signed by the Parties. If any such changes cause an increase in IES’s costs and/or
increase the time required for, or the nature of, performance of the Agreement, IES shall so notify CLIENT
within thirty (30) days of receipt of the change order notification, an equitable adjustment shall be made in
IES’s Compensation and the Agreement shall be modified by a Change Order signed by IES and CLIENT.
ARTICLE 13 – TERMINATION
13.1

Termination For Default. Either party (the “Termination Party”) may terminate this Agreement if
the other party (the “Breaching Party”) fails to fulfill its obligation under the Agreement through
no fault of the Termination Party, provided that the following procedure is strictly adhered to.

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CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT
13.1.1

The Terminating Party must give the Breaching Party written notice setting forth in detail the
alleged deficiencies and a reasonable opportunity to cure in accordance with provisions of this
Article.

13.1.2

If the deficiencies are not cured within the time specified, the Terminating Party shall advise the
Breaching Party that a Declaration of Default is imminent by sending written notice (a Notice of
Imminent Default) which shall set forth a description of the deficiencies constituting breach of the
Agreement and provide the Breaching Party a period of not less than twenty (20) days within
which to correct such conditions. Provided, however, if the nature of the alleged default is such
that additional time is required to cure such default, then, provided that the party receiving such
notice (i) promptly presents a plan to the Terminating Party for curing the default and (ii) takes
immediate and substantial steps toward curing the default, then the period for effecting a cure shall
be reasonably extended in accordance with the plan presented by the party allegedly in default.

13.1.3

If such deficiencies are not cured within the twenty (20) day period, the Terminating Party may
declare the Breaching Party in default by issuing a Declaration of Default stating the effective
termination date of the Agreement.

13.1.4

A professional engineer selected and retained by CLIENT with qualification of a Virginia P.E.
license, shall be the judge of whether said deficiencies have been cured.

13.1.5

Either party shall be able to terminate this Agreement without cause upon giving written notice to
the other party, of the intention to terminate, of at least sixty (60) days.

ARTICLE 14 – INDEPENDENT CONTRACTOR
At all times during the term of this Agreement, IES shall be considered an independent contractor to
CLIENT and in no event shall the employees of IES be considered or solicited to be employees of
CLIENT.
ARTICLE 15 – RECORDS
IES shall maintain records of the operation and maintenance of the Facilities in accordance with the
Services described herein for a period of 5 years from completion of services. Such records shall be made
available for CLIENT’s inspection at all reasonable times during normal daylight office hours and upon
twenty-four hours advance notice to IES. These records shall be maintained at the Inboden offices at 5790
Main Street, Mt. Jackson, Virginia 22842.
ARTICLE 16 – DELAYS
IES shall not be liable for delays in or failure to perform its services caused directly or indirectly by
circumstances beyond IES’s reasonable control, including but not limited to, Force Majeure, acts of God,
fire, flood, unusually severe weather, war sabotage, accident, labor dispute, shortage, government action
including regulatory requirements, changed conditions or delays resulting from actions or in action’s of
CLIENT or third parties, site inaccessibility, or inability of others to obtain material, electric, labor,
equipment transportation, changes in applicable laws or regulations after the date of commencement of
performance hereunder and any other acts or omissions or events which are beyond the control of IES.
CLIENT recognizes that delays relating to the processing of permit applications, the approval of permits,
and the review and approval of plans by regulatory agencies are beyond the control of IES. In the event
any delay or interruption of services caused by circumstances beyond IES’s reasonable control impacts on
the cost or time to perform the Work, the Contract Price and Project Schedule shall be equitably adjusted.
All disputes between the Parties arising under this Article shall be resolved in accordance with Article 17,
Disputes.

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CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT

ARTICLE 17 – DISPUTES
In the event of a dispute between CLIENT and IES arising out of this Contract Agreement, the dispute shall
be resolved by submission to Arbitration as described below.
17.1

All claims, counterclaims, disputes and other matters in question between the parties which arise
from this Agreement shall be resolved through Arbitration. Shall the parties not be able to agree
upon a single Arbitrator within 21 days of a demand for such, they each shall identify an
Arbitrator, and the two designated Arbitrators shall in turn choose a third. The decision of the
majority of the Arbitrators so chosen shall control. The parties’ costs in this proceeding shall be
the subject of award by the Arbitrators, who shall retain the discretion to apportion them as they
deem appropriate. This agreement to arbitrate, and any other agreement to consent to arbitrate
entered into in accordance herewith as provided in this paragraph, will be specifically enforceable
under the prevailing law of any court having jurisdiction over the parties.

17.2

Notice of demand for Arbitration must be filed in writing with the other parties to this Agreement.
The demand must be made within a reasonable time after the claim, dispute or other matter in
question has arisen. In no event may the demand for Arbitration be made after institution of legal
or equitable proceedings based on such claim. Dispute or other matter in question would be barred
by the applicable statute of limitations.

17.2.1

No Arbitration arising out of, or relating to, this Agreement may include, by consolidation, joinder
or in any other manner, any person or entity who is not a party to this Agreement without the
written consent of the parties.

17.2.2

By written consent signed by all the parties to this Agreement and containing a specific reference
hereto, the limitations and restrictions contained in Articles 17.2.2 and 17.2.3 may be waived in
whole or in part as to any claim, counterclaim, dispute or other matter specifically described in
such consent. No consent to Arbitration in respect of a specifically described claim, counterclaim,
dispute or other matter in question will constitute consent to arbitrate any other claim,
counterclaim, dispute or other matter in question which is not specifically described in such
consent or which is with any party not specifically described herein.

17.2.3

The award rendered by the arbitrators will be final, not subject to appeal and judgment may be
entered upon it in any court having jurisdiction thereof.

ARTICLE 18 – NOTICE OF LABOR DISPUTES
In the event that the timely performance of work under this Contract is delayed or threatened to be delayed
by any actual or potential labor dispute, each party shall immediately notify the other of all relevant
information with respect to such dispute. To the extent possible, each party shall insert the substance of
this provision in all purchase orders and lower tier subcontracts issued hereunder.
ARTICLE 19 – NON-DISCRIMINATION IN EMPLOYMENT
IES agrees and hereby certifies that in providing the services hereunder, it shall not discriminate against
any employee or applicant because of race, color, religion, age, sex or national origin. To the extent
applicable, IES shall abide by provisions of all applicable governmental laws and regulation pertaining to
non-discrimination, including, but not limited to, Executive Orders 11246 and 11141 (Equal Employment
Opportunity); 41 CFR 60-741.4 (Employment of the Handicapped); 41 CFR 60-250.4 (Employment of
Disabled Veterans and Veterans of the Vietnam era); regulation regarding Utilization of Small Business
Concerns and Small Disadvantaged Business Concerns; regulations regarding utilization of Labor Surplus
Area concerns; and regulations regarding Women-owned Business Concerns.

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CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT

ARTICLE 20 – SOCIAL SECURITY AND WAGE TAX LIABILITY
To the extent applicable, with respect to all persons at any time employed by, or on the payroll of IES in
performing any services directly or indirectly under this Contract, IES accepts full and exclusive liability
for payment of all contributions or taxes for unemployment insurance and old age retirement and other
benefits, pension or annuities, and wage or income taxes for unemployment insurance and old age
retirement and other benefits, pensions or annuities, and wage or income taxes, now or hereafter imposed
by the United States, and any state or political subdivision thereof, however the same measured.
ARTICLE 21 – FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT
To the extent applicable, IES warrants, in connection the services provided hereunder, its compliance with
all applicable requirements of the Fair Labor Standards Act and/or the Service Contract Act, as amended,
and of regulations and orders of the United States Department of Labor issued thereunder.
ARTICLE 22 – SEVERABILITY
Any provision or part thereof this Contract held to be void or unenforceable under any law or by any
arbitration panel shall be deemed stricken, and all remaining provisions shall continue to be valid and
binding upon the parties. The parties may reform or replace such stricken provision or part thereof with a
valid and enforceable provision which expresses the intent of the stricken provision.
ARTICLE 23 – ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties with respect to the subject matter hereto
and there are no verbal understandings, statements, or stipulations bearing upon the meaning or effect of
this Agreement. This Agreement may only be modified or amended, by written instrument executed by
both parties, except as may be otherwise provided herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.
Charles City County, VA
Inboden Environmental Services, Inc.
(“CLIENT”)
(“IES”)
BY: __________________________________

BY: ___________________________________

NAME:_________________________________

NAME: Mark E. Inboden

TITLE:_________________________________

TITLE: CEO

DATE:_________________________________

DATE: ___________________________

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CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT

EXHIBIT A
SCOPE OF SERVICES
Inboden Environmental Services, Inc. (IES) agrees to operate the public water treatment system, hereinafter
referred to as the “Facilities.” These services include operations in accordance with the Operation Permits.
1.

IES will assign two qualified operator to the Facilities for up to 40 hours per week/operator and
cover all associated wages and salaries.

2.

IES will provide a licensed Class 4 operator to serve as the operator-in-responsible-charge (OIRC)
for the CLIENTS water and wastewater systems.

3.

IES will pay expenses as required for the normal operation of the Facilities which include:
1)
2)

personnel costs for all IES staff
vehicle suitable for transporting equipment and IES operators

4.

IES will provide back-up and professional support in the area of process control, maintenance
management, labor relations, and start-up procedures that it deems necessary for the management
and operation of the Facilities covered by the Agreement.

5.

Perform minor equipment service and maintenance during the routine visits. Minor equipment
service includes items, which can be repaired by the mechanic within 15 minutes. There are no
labor charges for minor repairs when performed on site during a routine visit.

6.

IES will provide all sampling and on-site laboratory testing. IES personnel, using approved
procedures, will perform sampling for the water and wastewater treatment facilities. On-site
sampling and testing includes pH, MLSS, and Settable Solids.
Off-site laboratory samples include TSS, BOD5, and E. coli. The Off-site laboratory samples will
be collected and delivered to IES’s Laboratory for analysis.. Any variations from this arrangement
will be done by and authorized by the CLIENT. Nothing will be done without the CLIENT’S prior
approval.

7.

IES will prepare, sign, submit and maintain all monitoring and operating reports and send by email
a copy to the CLIENT.

8.

IES will provide the necessary records for the operation of the Facilities.

9.

IES agrees to properly secure the Facilities within the limit of existing security devices as
provided by CLIENT. IES is not responsible for CLIENT employees and it’s agents in securing
the facilities.

10.

IES agrees to answer questions and to advise CLIENT of ongoing operations of the facilities and
attend inspections by regulatory staff, if requested.

11.

IES agrees to assist CLIENT with enforcement of any equipment warranties and guarantees at the
Facilities and maintain all warranties on the new equipment.

12.

IES shall advise CLIENT of capital improvements that are needed. They may include major
rehabilitation or overhaul of equipment, replacement of equipment or improvements required for
the operations of the Facilities in accordance with permit requirements.

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CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT
13.

IES will submit to CLIENT on an annual basis recommendation for capital improvements, if any,
to be provided by CLIENT to provide continued treatment within permit standard.

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CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT
EXHIBIT B
CLIENT RESPONSIBILITIES
1.

CLIENT shall maintain all easements, license and equipment warranties for the mutual benefit of
both parties.

2.

CLIENT shall purchase and insure that standard insurance policies are maintained including
extended coverage to the full insurable value of the Facilities.
IES shall have no liability to CLIENT with respect to bodily injury, loss, damage and destruction
to the Facilities covered by such policies or in excess of such policies, nor shall IES be liable to
CLIENT or its insurance carrier for subrogation right for payments made through the policy or any
damage. The provisions of this paragraph do not apply where the loss, damage, and destruction
were caused by negligent acts of omissions of IES, its employees, subcontractors or agents.

3.

CLIENT shall provide all utilities including water, electrical, etc.

4.

CLIENT shall provide all materials, parts, and other supplies needed to effectively maintain the
facilities.

5.

CLIENT shall provide all chemicals and other supplies needed to effectively operate and control
the treatment processes.

6.

CLIENT shall provide all safety equipment, such as SCBA, safety harness, safety tripod etc. and
existing tools and equipment.

7.

IES shall perform annual Safety Hazard assessments of the Facilities to identify any potential risks
or unsafe conditions and to ensure compliance with applicable state and federal safety codes.
Upon notification by IES of any identified deficiencies, the CLIENT shall be responsible for
making all necessary infrastructure repairs or accommodations in a timely manner to provide a
safe working environment in accordance with all governing regulations.

8.

CLIENT shall bear all costs for off-site testing through IES. Wastewater testing includes, but is
not limited to, Off-site laboratory parameters; including TSS, BOD5, Nitrogen and other special
testing as needed. Laboratory analysis will be invoiced at the prevailing laboratory rate.

9.

CLIENT shall provide transportation and approved disposal site for screenings, grit and sludge
disposal at no cost to IES.

10.

The CLIENT shall remain responsible for all water and wastewater utility billing. This includes
dealing with questions from customers and taking calls associated with their service.

11.

The CLIENT shall remain responsible for any sewer line work involving CCTV, jetting, and sewer
line re-lining or replacement. IES has the capabilities to perform CCTV work and can perform said
work on an as needed basis, however this work will be outside the scope of work and billed on an
as needed basis.

12.

The CLIENT shall remain responsible for all new or replacement of water or sewer lines. IES will
provide costs to install or replace based on the labor rate schedules in EXIBIT C.2.

13.

The CLIENT shall be responsible to own and provide all equipment required for the operation and
maintenance of the facilities, including but not limited to utility trucks, mowers, landscaping
equipment, backhoe, and other necessary machinery.

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CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT
14.

Should Facilities’ hydraulic, organic, microbial presence and/or inorganic loading exceed treatment
plant design parameters and treatment capabilities or should the influent or raw water to the
treatment plant contain contaminants which violate Ordinances or Regulations, IES shall in no way
be responsible for associated effluent or finished water characteristics or damages associated
therewith. IES shall advise CLIENT of the abnormal situation and recommend an action plan. IES
agrees to return facilities effluent to permitted limits with 30 days after influent returns to the
acceptable limits.

15.

CLIENT shall provide transportation and approved disposal site for screenings, grit and sludge
disposal at no cost to IES.

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CHARLES CITY COUNTY – WATER AND WASTEWATER SYSTEM
OPERATIONS AGREEMENT
EXHIBIT C
COMPENSATION
1.

DAILY OPERATING FEE
a)

CLIENT shall pay IES an operating and facility management fee of $30,640.15 per
month, with adjustments and additions as contained herein, based on a starting date of
_____________________.

b) This fee shall be payable and due within 30 days of receipt of invoice. IES will invoice
each month for the previous month operations, commencing on the date on which IES
assume responsibility for operation of the Facilities, and continuing until the contract
expires with adjustments as contained herein. For any portion of a full operation month,
the fee shall be pro-rated appropriately.
2.

ADJUSTMENTS AND ADDITIONS TO MONTHLY OPERATING FEE
a)

Maintenance - replacement, repair, upgrade, new installation, inspections, leak repairs are
outside the scope of normal operation. Maintenance outside the scope of preventative
and routine maintenance (normal operation) shall be invoiced separately and based on
time and materials needed for the job. An invoice will be provided, detailing all work
performed and shall be payable by CLIENT within 30 days of receipt.

b) Any chemicals, materials, and supplies IES purchases for this contract will have a cost
plus 20% mark-up; chemicals, materials, and supplies will be billed on a monthly basis.
An invoice will detail all expenses IES incurred during the previous month and shall be
payable by CLIENT within 30 days of receipt.
c)

General Labor by IES will be billed at a rate of $90.00 hr/person during normal business
hours. (two hour minimum)
(8:00 AM-4:00 PM; Monday-Friday)

d) Or $115.00 hr/person during hours outside “normal business hours”. Specialized outside
labor or repair work will be charged and invoiced at their hourly rate. (two hour
minimum)
e)

Consulting Labor will be billed at a rate of $120.00 hr/person during normal business
hours. (8:00 AM-4:00 PM; Monday-Friday) (one hour minimum)

f)

Engineering Labor will be billed at a rate of $205.00 hr/person during normal business
hours. (8:00 AM-4:00 PM; Monday-Friday) (one hour minimum)

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MEETING DATE: MARCH 24, 2026
ITEM VIII. PUBLIC COMMENT PERIOD (Page 28)
Those who have signed up to speak during the public comment period, commenting as an
individual, will have three minutes; as a group, they will have five minutes. Please identify
if you are speaking as a group in the beginning, and identify your group. Time will
automatically be set at three minutes if not given.
Please approach the podium when called, state your name, and any relevant facts or
materials. Written comments and documents may be submitted to the Clerk of the Board
for the record. No speaking out of turn or from your seat will be allowed to preserve
decorum. Respectful language is required. ***Board members will not engage in dialogue
during public comments, but may refer issues to staff.***
Notes:

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MEETING DATE: MARCH 24,
2026 ITEM IX. REPORTS (Page 29)

a.) County Administrator Update (Pages 30-33)
Notes:

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County
Administrator’s
Report

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Financial Operations
• February Budget v. Actual Report
• FY26 RAN Payoff
• Cash Balance Update

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FY2026 RAN Payoff
• RAN fully repaid – March 31, 2026
• Total repayment (principle + interest) = $5,253,430
• No prepayment penalty
• Save approximately $54,000 interest

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General Fund Cash Balances
Total Current GF Cash Balance : $12,119,873
- RAN Payoff :
$ 5,253,430

_____________________________________________________

Ending Cash Balance :

$ 6,866,443

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MEETING DATE: MARCH 24, 2026
ITEM.X. BOARD COMMENTS (Page 34)
Chairman: Mr. Byron Adkins, Sr.:

Vice-Chairman: Mr. Ryan Patterson:

Supervisor: Mr. Michael Hill:

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MEETING DATE: MARCH 24, 2026
ITEM XI. CLOSED SESSION MOTION (Page 35)
I make a motion to go into closed session under Section 2.2-3711 of the Code of
Virginia for the purpose of consultation with legal counsel regarding specific legal
matters requiring the provision of legal advice by such counsel, which is authorized
under section 2.2-3711(A)(8) of the Code.
Notes:

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MEETING DATE: MARCH 24, 2026
CLOSED SESSION CERTIFICATION MOTION (Page 36)
I make a motion, as required under Section 2.2-3712 D. of the Code of Virginia that the
Charles City County Board of Supervisors certify that to the best of each Board
member’s knowledge:
1. Only public business matters lawfully exempted from the open meeting
requirement by Virginia law were discussed in closed meeting to which this
certification applies;
and
2. Only such public business matters as were identified in the motion convening the
closed meeting were heard, discussed or considered by the Board.
Notes:

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