HomeMy WebLinkAbout6/7/2005 - Special
Roanoke County
Board of Supervisors
Agenda
June 7, 2005
This is a special meeting for the purpose of discussing Roanoke County's Economic
Development Incentive Policy.
A. OPENING CEREMONIES (5:30 p.m.)
1. Roll Call
B. REQUESTS TO POSTPONE, ADD TO, OR CHANGE THE ORDER OF
AGENDA ITEMS
C. WORK SESSION (4th Floor Training Room)
1. Work session to discuss Economic Development Incentive Policy. (Elmer
Hodge, County Administrator; Paul Mahoney, County Attorney; Doug Chittum,
Director of Economic Development)
D. CLOSED MEETING pursuant to the Code of Virginia Section 2.2-3711 A (1)
personnel matter, namely performance evaluations of the County Administrator
and County Attorney
E. CERTIFICATION RESOLUTION
F. ADJOURNMENT
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ACTION NO.
ITEM NO. C ~,
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
MEETING DATE:
June 7, 2005
Work session to discuss Economic Development Incentive
Policy
AGENDA ITEM:
SUBMITTED BY:
Elmer C. Hodge
County Administrator
Paul M. Mahoney
County Attorney
Doug Chittum
Economic Development Director
COUNTY ADMINISTRATOR'S COMMENTS:
SUMMARY OF INFORMATION:
The Board of Supervisors requested this work session to consider modifications to its
Public Private Partnership Policy (revised May 2002). The Board further expressed its
interest in reviewing current practices and methodology related to financial incentives for
economic development projects.
In April 2004 a committee of local government attorneys prepared "Economic Development
Incentives in Virginia: A Local Practitioners Handbook". Excerpts from this handbook are
attached for your review.
Attached to this report you will find the following documents:
1. County of Roanoke Public Private Partnership Policy (revised June 2002)
2. Handbook, pages 5-8, "Current Types of Available Incentives"
3. Handbook, pages 20-24, "Industrial Development/Economic Development Authorities"
4. Handbook, pages 60-68, "Establishing Incentive Guidelines"
5. Report on approved Roanoke County Public Private Partnership projects, 2001-2005
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STAFF RECOMMENDATION:
Staff recommends that the Board consider adopting a general policy statement rather than
a more detailed policy as it currently exists. This general policy statement would
incorporate and expand upon the "Guiding Principles" on page 1 of the current Policy. The
policy would serve as a guide to staff when negotiating with future prospects, and would
commit the Board to a case-by-case consideration of financial incentives for industrial,
commercial and retail projects that demonstrate adherence to the County's overall
Economic Development mission. Each financial incentive or public-private partnership
proposal would be submitted to the Board for its approval, and any financial incentives
would be appropriated and paid through the Industrial Development Authority (IDA).
The County Attorney recommends that any new policy include the deletion of the
provisions on page 4 of the current policy that appear to authorize direct cash payments
from the County to a specific business or industry. Cash grants can be paid directly to a
business or industry only by an IDAlEDA, not by the County. The Board will have to
appropriate funds to the IDA in order for cash grants to a business or industry to occur.
Next it is recommended that the Board consider requesting the Industrial Development
Authority of Roanoke County to change its name to the Economic Development Authority
of Roanoke County to more accurately reflect its mission.
Finally it is recommended that when the Board determines what changes if any it will make
to its Public Private Partnership Policy, a meeting be held with the IDA to review the
implementation of the new Policy.
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COUNTY OF ROANOKE
PUBLIC PRIVATE PARTNERSHIP POLICY
(Revised June 2002)
Introduction
The County established a Public-Private Partnership Program to further its economic
development mission - to design and implement innovative programs and services that leverage
community assets, create wealth & prosperity, and embrace the region's future. The distribution
of various incentives in the form of County funds or other assets is the intent of the Program.
These distributions are made to qualifying enterprises or organizations to encourage them to
create or retain jobs and investment in the County and the region. This Policy establishes a
framework by which the Program can be equitably and efficiently administered.
Guidill!! Principles
The Public-Private Partnership Policy is developed and applied in concert with the County's
Business Plan for Economic Development. The Policy reflects the County's commitment to
attract and retain quality jobs and investment and to maintain strong working relationships with
its public and private sector partners. This is an investment Program, whereby the County seeks
to ensure a reasonable return on its investment of funds or other assets as measured by tax
revenues and quality jobs created or retained.
Financial incentives offered by Roanoke County originate from the tax revenues paid by citizens,
visitors, and businesses in the County. The Public Private Partnership Policy seeks to reinvest
some portion of these tax revenues to assist in the economic growth of the County.
During the initial site search for a location or the expansion of an existing facility, Roanoke
County and a business or industry develops a partnership designed to accommodate the specific
needs of the project. Accordingly:
1. Roanoke County may fund a portion or all of development costs for public
improvements, such as roads and public utilities, off site regional storm water
management facilities, and/or utility connection fees for water and sewer for a qualifying
industry or business that meets the evaluation criteria for Public Private Partnerships.
2. Roanoke County may encourage the creation or retention of jobs of qualifying companies
within the community, which hire employees at wages/salaries at or above the median
area rate for that occupation through assistance with employment training.
3. Roanoke County may support tourism related industry/destination activities that provide
range of services and attractions for visitors from outside the Roanoke Valley that will
create employment opportunities and tax revenues, and enhance our image as a viable
community.
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4. Roanoke County will allocate incentives in a manner that favors development in the
following "Target Industries:"
Automotive & Transportation related Products & Technology
Biotechnology/Biosciences & Biomedical Systems & Equipment
Electrical/Electronic Components & Assembly
Metal Fabrication & Machine Tools
Information & Telecommunications Products & Technology
Commercial & Retail operations
Tourism related operations
Other Value Added Manufacturing operations
5. Incentives will not be used to relocate a business/industry from another jurisdiction in the
Roanoke Valley to the County unless it can be shown that the subject jobs and investment
might otherwise be lost to the Roanoke Valley, and/or the business has determined that
the best location for their new operation is in an Economic Opportunity Area as
designated in the Roanoke County Economic Development Strategy.
Tvpical areas of Partnership Assistance
Physical improvements and fees, such as:
a. Water and sewer line extensions
b. Water, fire, and sewer utility connection fees
c. Public road construction and required drainage structures
d. Traffic control devices such as signals and related equipment
e. Regional storm water management facilities
f. Land acquisition for public purposes (i.e. industrial rail and/or road access,
road widening, easement acquisition. . . )
g. Employment training/retraining
Requests for assistance with employment training and retraining of new and/or relocated
employees may be considered. Amounts and priority of funding will depend on the salary/wage
rate to be paid, the number of permanent full time jobs created, relocated or retained, and
availability of matching funds from the state of Virginia and federal funds.
Operatinf! Procedures
The Director of Economic Development is responsible for administering this Policy and shall
coordinate with the Director of Finance to establish a system to account for funds committed and
expended. A business or industry may apply for County assistance by addressing a letter (on
company letterhead) to the Director of Economic Development that indicates:
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a. A description of the business or tourism activity to be conducted on the site, that
indicates the reasons why public financial participation is needed to complete the
project.
b. Total capital investment in real estate (land, building), machinery and tools, and
anticipated personal property, and/or other taxes paid on site
c. Total employment and annual payroll for jobs to be created or retained over the
next five years
d. Numbers and types of positions/jobs created or retained and average annual
hourly salaries or wage for each over the next five years
e. Specific infrastructure requirements such as water and sewer needs (including line
size and/or capacity), off site road improvements, storm water management
facilities, or other public facility assistance requested
f. Date of construction and/or start-up (if in an existing building)
g. If applicable, the terms of any lease to ensure that the company will occupy the
building during the period calculated for payback.
Review
The Director of Economic Development will review the request for participation using the
evaluation criteria on worksheets 1 and 2 to determine the extent of Roanoke County's funding.
These evaluation criteria are based on a payback of anticipated taxes (real estate, machinery and
tools, personal property, transient occupancy tax, sales tax, admissions tax, etc.) to the County,
and jobs created/retained by number and type of employees. The County may participate in the
following manner:
a. New or expanding commercial/retail/office projects must have a payback within one
year.
b. New or expanding manufacturing/industrial projects must have a payback within
three years.
c. County incentives may be packaged with those offered by local, State or Federal
agencies to leverage the opportunity. Such incentive packages will be structured so
as to provide maximum return on the County's assets.
d. The incentive may be paid on a reimbursable basis, following an audit verifying the
new local tax revenues generated by the project.
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The County may participate up to 100% of public improvement costs for a new and expanded
project if the payback meets any of the classes listed above and qualifies under Worksheet 2. The
County Administrator has the authority to invest up to $50,000 in anyone project without prior
approval of the Board of Supervisors. Participation in projects with greater than $50,000
participation, with paybacks longer than those outlined above, or which fall outside the criteria
stated, shall be referred to the Board of Supervisors for a decision.
All applications are subject to the amount of the County's annual budget appropriation for this
purpose.
Criteria for determination
a. Incentives will not be approved in situations where it can be determined that they
would not materially effect the decision of the applicant to undertake the project
or otherwise make an investment in the County.
b. No projects will be considered which are determined to produce significant
environmental pollution, public nuisance or excessive demands for local public
servIces.
c. Excess County payments shall be refunded by the applicant if the actual tax
revenues do not meet the payback formula in accordance with the Performance
Agreement executed between the County and the business or industry.
d. All applications for payments of costs up to $50,000 for physical improvements
and/or fees, which comply with the above criteria, will be approved by the County
Administrator upon a positive recommendation by the Department of Economic
Development.
e. Tourism projects will be evaluated on the basis of expected visitation and
concentration of tourism activities in areas proposed by the Economic
Development Strategy, as well as other criteria for new jobs and anticipated tax
revenues.
f. If appropriate, Public Private Partnership funds may be passed through the
Industrial Development Authority of Roanoke County to a qualifying business or
industry subject to the stipulations set out in the Performance Agreement.
g. Developers of commercial or industrial projects for lease must pass on the value
of the incentives to the tenant business or industry by lowering the annual lease
rate and/or by providing for additional tenant improvements. A copy of the
executed lease in which the County participation is identified shall be presented to
the Director of Economic Development upon request.
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h. A business or industry obtaining Public Private Partnership funds shall coordinate
any public announcement of its location in the County with Department staff in
order to obtain positive media coverage for the activity.
1. Recipients of Program funds will provide on an annual basis a report (including
written verification ofthe annual taxes paid to Roanoke County) oftheir progress
in meeting the terms of the Program Agreement. Such report will be delivered to
the Department of Economic Development within 30 days of the anniversary date
of the Agreement.
Limitations
Roanoke County will not pay for any private sewage pre-treatment facilities or waive any
ordinances requiring fire protection or industrial discharge certification.
Fundinf! Sources
Roanoke County shall fund its participation from the General Fund from anticipated tax revenue,
or from an Economic Development Fund or other special non-utility funds. There is intent to
continue the maintenance of a fiscally sound utility enterprise fund to provide water and sewer
service to County utility customers. (County Code Chapter 22 authorizes this provision, as
amended by Ordinance 8-12-86-169, Section 3b.)
Public Disclosure
There shall be disclosure of any financial or other involvement by staff members and elected
officials in any public private partnership.
Award of Funds
Upon the evaluation and decision to enter into an Agreement, the Director of Economic
Development will notify the expanding or relocating business/industry in writing. This letter
will identify the County's funding level as well as any other areas of assistance.
Af!reement
A written "Performance Agreement," in a form to be approved by the County Attorney that
specifies the terms and obligations of each party will be executed prior to the disbursement of
any Program funds.
Any questions regarding the preparation of an application for financial assistance under the criteria
of the Public Private Partnership Policy should be directed to the Director of Economic
Development, P.O. Box 29800, Roanoke, Virginia 24018-0798. Phone (540) 772-2069.
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ECONOMIC DEVELOPMENT
INCENTIVES IN VIRGINIA:
A LOCAL PRACTITIONER'S HANDBOOK
LGA Committee on Issues Affecting the Development
and Interpretation of Local Government Law -
Economic Development Incentives Project
Project Group Membership
Chairman Leslie L. Lilley (Virginia Beach)
C. Dean Foster~ Jr. (Scott County)
Bonnie M. France (McGuire Woods LLP)
M. Seth Ginther (Office of the Attorney General)
Roderick R. Ingram (Virginia Beach)
John Kilgore (Scott County)
Christopher G. Kulp (Hunton & Williams LLP)
Paul S. McCulla (Fauquier County)
Sandra J. McNinch (Troutman Sanders LLP)
John D. O~Neill~ Jr. (Hunton & Williams LLP)
Sharon E. Pandak (Prince William County)
Joseph P. Rapisarda~ Jr. (Hen rico County)
John SternUch (Virginia Economic Development Partnership)
Martha A. Warthen (Hunton & Williams LLP)
Roger C. Wiley (Virginia Association of Counties)
April 2004
Economic Development Incentives in Virginia C _ ¡
A Local Practitioner's Handbook
Pages 5 - 8
II. Current Types of Available Incentives
Localities, regional economic development groups, the Commonwealth and the federal
government all may offer economic development incentives. Listed below are the most common
types of economic development incentives offered. The Virginia Economic Development
Partnership ("VEDP") has available on its websites a publication called "A Virginia Guide to
Business Incentives." The Guide offers additional information about some of the programs
described below. The VEDP's web sites are www.yesvirginia.org and www.virginiaallies.org.
A. Local - Level Incentives
1. Good Government. The best local incentive of all is good government. A
knowledgeable business person will recognize the value of good infrastructure and good
schools provided at fair tax rates. That business person will also look for a fairly
consistent level of services and a stable tax structure.
2. Cash Grants. By providing moneys to be administered through the local industrial
development authority or economic development authority (an "IDAÆDA") or other
conduit, a locality can provide indirectly what it could not provide directly, i.e. cash
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grants to a private entity for economic development purposes. See Code Sections 15.2-
953, 15.2-1205 and 15.2-4905 13. Often, the cash grant is stated as being a percentage of
the local taxes paid by the business over the course of a few years. If it is stated this way,
the business must pay its taxes, then the locality may choose to pay the cash to the
IDAÆDA, then the IDAÆDA may choose to pay the cash to the business, for the
purpose of promoting economic development in the locality.
3. Land Grants/Sales. A locality may acquire and give land to an IDAÆDA for economic
development purposes without regard to the usual requirements for the disposition of
surplus property. The acquisition may not be by condemnation. See Code Section 15.2-
4917. The IDAÆDA may sell, lease or give that land to a private entity for economic
development purposes. See Code Sections 15.2-4905 5. and 6.
The sale of the land to the private entity need not be at fair market value. An IDAÆDA
may give the land to the private entity or may negotiate for any sales price, so long as that
gift or sales price is being negotiated for economic development purposes. See Code
Section 15.2-4905 6. Similarly, the scheduled lease payments from any private entity
leasing facilities from an IDAÆDA need not reflect fair market rental values. See Code
Section 15.2-49055.
Under Code Section 15.2-1802, a town may acquire, lease or sell land within its
boundaries or within three miles of its boundaries to be used for the development of
business and industry. The town must follow the typical procedures for acquiring land
and must hold a public hearing, but may not acquire such land by condemnation.
4. Industrial Parks and Shell Buildings. An IDAÆDA may own, develop and manage an
industrial park and shell buildings. It may sell, lease or give lots in the park or the shell
buildings to private entities for economic development purposes. See Code Sections 15.2-
4901 (ninth paragraph) and 15.2-4905 5. and 6.
Code Section 15.2-941 authorizes localities and other political subdivisions to participate
in the "Virginia Shell Building Initiative." Generally, under this program administered
by VEDP, a loan is made to a locality to develop a shell building to be held available for
sale to an economic development prospect. The interest on the loan is paid by the
program until the maturity of the loan, generally five years, by which time it is hoped that
the locality would be able to sell the shell building. There are limited, if any, funds
currently available for this program.
5. Loan Programs. Many IDAÆDAs and regional economic development organizations
have loan programs and loan guarantee programs for businesses locating to or growing in
their communities. See a partial listing in the Capital Resources Directory compiled by
the Virginia Small Business Financing Authority,· which can be found at
www.dba.state.va.us/financing. Taxable and tax-exempt industrial development bond
("IDB") financing is also available through IDAÆDAs or the VSBFA for qualifying
businesses. See Code Sections 15.2-4908 and 2.2-2287. An IDAÆDA may forgive loan
payments, for economic development purposes. See Code Sections 15.2-4905 13. and
15.2-4908.
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6. Local Enterprise Zones; Eannark Funds for Economic Development. A locality may
create a local enterprise zone. The local enterprise zone can be a State enterprise zone or
a technology zone. The increase in machinery and tools taxes in the zone over a base
amount may be diverted into a fund to be used to enhance, among other things, economic
development efforts in the zone. See Code Section 58.1-3245.6 et seq. See also Part
One, Section ill.E. below.
7. Technologv Zones. A locality may create a technology zone, which may also be a local
enterprise zone, in which it may grant tax incentives for up to ten years, may provide
regulatory flexibility on zoning and permitting and may provide other incentives. There
is no requirement that the only businesses taking advantage of the incentives be
technology companies. See Code Section 58.1-3850.
8. Special Tax Classifications. Levels of machinery and tools taxes and other tax
classifications can be created that will benefit a particular type of taxpayer. Any business
falling within the classification will qualify for the benefit. See Article X, Section 1 of
the Constitution of Virginia (hereinafter, the "Virginia Constitution") and Code Section
58.1-3008. Different classifications are permitted for different types of property. See
Chapter 35, Title 58.1 of the Virginia Code. VEDP keeps information on the tax
classifications and rates used by Virginia localities and by other states. See the VEDP
website at www.yesvirginia.org.
9. Special Utility and Other Fee Classifications. Levels of utility fee and other local fee
classifications can be created that will benefit a particular type of user. Any user falling
within the classification should qualify for the benefit. . Caution: If the user is a
significant user of the utility or other local service, creating a special fee classification
may have an impact on the tax-exempt status of any bonds issued to finance the utility or
other service assets.
10. Infrastructure -- Utilities and Telecom. A common incentive is an obligation to extend
publicly owned/operated water, wastewater, natural gas, telecommunications/fiber,
stormwater management and other utility lines to the project site and, in some cases, onto
the project site. For utility systems that are not publicly owned/operated, the undertaking
by the locality may be to cooperate with the private utility company to smooth the way
for the utility company's expansion of its system.
A locality may acquire, establish, operate and extend water, wastewater, natural gas,
electric and other public utilities within or outside the limits of the locality. See Code
Section 15.2-2109 et seq. Many localities offer water, wastewater, stormwater and refuse
services through their public service authorities. See Articles 1 through 5, Chapter 51,
Title 15.2 of the Virginia Code.
There are significant restrictions on the ability of localities to provide cable services. See
Code Sections 15.2-2108.3 and 15.2-2108.4. Localities that operate electric distribution
systems are authorized to provide telecommunications systems. See Code Section 15.2-
2160.
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11. Zoning/Land Use Actions. Local governments can adopt overlay districts in their zoning
ordinances which may provide for uses that are desirable to targeted businesses or
preclude uses which a targeted business would find undesirable as an adjoining use.
These districts can also have setbacks and other standards which encourage targeted uses.
The locality must be mindful of the constraints of land use law on the creation of such
districts, such as being consistent with the comprehensive plan; avoiding making the
zoning landowner-specific so that it becomes illegal spot zoning; and providing uniform
regulations for each class or kind of buildings and uses in a district. Notwithstanding
those constraints, the locality has substantial flexibility. The locality would be wise to
include an economic development chapter or plan as a part of its comprehensive plan to
provide a foundation for such a district and other economic development initiatives.
Also the locality can choose to expedite the processing of land use applications, i.e.
zoning and special use applications, preliminary and final subdivision and site plans and
building permits. A locality would be prudent to develop a policy identifying a class of
targeted businesses which could take advantage of such expedited processing.
Obviously, statutory requirements of planning commission review or public hearings
must be met.
The locality should not waive development fees for a targeted business but can use one of
the other tools available, e.g., a pass through the IDAÆDA, to fund said fees. The
locality could provide for an installment payment of fees by the targeted industry but
again this should be pursuant to a policy.
The targeted industry may be interested in expediting the construction of its facilities
through the use of outside (third party) plan reviewers and inspectors to handle those
reviews and inspections which are required by the locality's development regulations and
the building code. The locality can accommodate this but should do so pursuant to a
policy which requires adequate certifications of the outside inspectors and filing of
certified reports for review by the locality's inspectors and reviewers. (For example,
Fairfax County has specific authority for establishment of a broad program in this regard.
See Code Section 15.2-851).
12. Tax Exemption for Renovation of CommerciallIndustrial Structures. Under Code
Section 58.1-3221, localities may provide for the partial exemption from taxation of real
estate on which any structure or other improvement no less than twenty years of age, or
fifteen years of age if the structure is located in a state enterprise zone, has undergone
substantial rehabilitation, renovation or replacement for commercial or industrial use.
The partial exemption may not exceed an amount equal to the increase in assessed value
resulting from the rehabilitation, renovation or replacement of the structure as determined
by the commissioner of revenue or other local assessing officer or an amount up to fifty
percent of the cost of rehabilitation, renovation or replacement as determined by
ordinance.
These structures may be on land in need of brownfields remediation. See Part One,
Section II.B.13. below regarding brownfields programs offered by the Virginia
Department of Environmental Quality.
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Economic Development Incentives in Virginia C - \
A Local Practitioner's Handbook
Pages 20 - 24
place until the agreement has been submitted to the Col1liIÙssion on Local Government
and it has issued its findings.
3. Powers. Two or more localities are authorized to agree to share in the economic growth
of the localities (that is, to agree to pay another locality a designated portion of tax
revenues) pursuant to binding fiscal arrangements for fixed time periods that exceed one
year. Generally, any binding agreement to make payments from the general fund, unless
it falls within a service contract exception, special fund exception or some other
exception or is subject to annual appropriation, is treated as general obligation "debt" for
purposes of the Virginia Constitution. This requires that a county approve the
arrangement at referendum and a city or town count it against its debt limit.
4. Limitations on Powers. Notwithstanding the statutory language that purports to authorize
multi-year binding agreements, the agreement will still be subject to the constitutional
provisions on debt.
5. Legal Issues.
(a) Creation of "Debt": Recognizing that the pledge of tax revenues probably creates
debt, the statute contains a provision requiring counties to go to referendum
pursuant to Code Section 15.2-3401 (relating to referenda to be held regarding
annexation payment agreements).
(b) Ap?lies only to Localities: The economic growth sharing authority applies only
to localities. There are, however, probably other statutes, as described above that
could be used to accomplish virtually the same thing through IDAÆDAs or other
political subdivisions.
D. Industrial Development/Economic Development Authorities
Industrial Development Authorities or Economic Development Authorities ("IDAÆDAs") are
one of the oldest, most well-established vehicles for providing economic development
incentives. Originally conceived to permit tax-exempt financing for certain private enterprises,
their role has evolved in response to federal tax law changes that restricted the availability of tax-
exempt financing. IDAÆDAs are used to finance infrastructure, to serve as a conduit to pay
incentives and to acquire, build and lease or sell shell buildings and industrial parks. IDAÆDAs
have increasingly been used to facilitate development of non-profit and governmental facilities
and housing.
1. Statutory AuthorIty. the Industrial Development and Revenue Bond Act, Code Section
15.2-4900 et seq. (hereinafter, the "IDA Act").
2. Procedure to Create. An IDAÆDA is created by ordinance of the governing body of the
locality. There is no public hearing requirement other than the public hearing applicable
to the adoption of ordinances by a county. The county ordinance requirement requires
publication of notice once a week for two consecutive weeks with the second publication
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not sooner than one calendar week after the first publication. . See Code Section 15.2-
1427.
3. Powers.
(a) Issuance of Bonds: An IDA/EDA is authorized to issue bonds for any of its
purposes including payment of the cost of "authority facilities." Authority
facilities are defined as:
· Medical facilities (including, but not limited to, office and treatment
facilities );
· Pollution control facilities;
· Industrial facilities;
· Facilities for the residence or care of the aged;
· Multi-state regional or national headquarters offices or operations centers;
· Facilities for private, accredited and nonprofit institutions of collegiate,
elementary or secondary education whose primary purpose is not to provide
religious training or theological education;
· Parking facilities;
· Facilities for use as office space by nonprofit, nonreligious or nonsectarian
organizations;
· Facilities for museums and historical education, demonstration and
interpretation, for use by nonprofit organizations;
· Facilities for use by an organization (other than an organization organized and
operated exclusively for religious purposes) which is exempt from federal
income taxation under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended;
· Facilities for use by a locality, the Commonwealth and its agencies or other
governmental organizations;
· Facilities devoted to the staging of equine events and activities (other than
racing events) owned and operated by a governmental or nonprofit,
nonreligious or nonsectarian organization;
· Facilities for commercial enterprises;
· Commercial enterprises consisting of the following must be financed on a
taxable basis: private or commercial golf course; country club; massage
parlor; tennis club; skating facility; racquet sports facility; suntan facility;
racetrack; any facility the primary purpose of which is one of the following:
retail food and beverage service (excluding grocery stores); automobile sales
and service; recreation or entertainment; or banks, savings and loan
institutions or mortgage loan companies;
· Enterprise zone facilities; and
· Facilities used primarily for single or multi-fanñly residences (but only if the
locality creating the IDAlEDA has not activated its housing authority pursuant
to Code Sections 36-4 and 36-4.1).
An IDAlEDA is authorized to issue bonds in furtherance of its purposes, which may be
construed as broader than the list of "authority facilities" described above. Code Section
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15.2-4901 provides that an IDAÆDA may exercise its powers with respect to various
authority facilities as are specifically named in such section in order to promote the
"health, welfare, convenience and prosperity of the inhabitants of the Commonwealth."
(b) Serve as Conduit for IncentivesIProvide Shell Buildings or Industrial Parks: An
IDAÆDA is authorized to acquire by purchase, exchange, gift, lease or otherwise
and to improve, maintain, equip and furnish authority facilities, including real and
personal property and to lease, sell, exchange, donate and convey its facilities or
properties. See Code Section 15.2-4905, paragraphs 4, 5 and 6. Paragraphs 12
and 13 of Code Section 15.2-4905 authorize IDAÆDAs to borrow money and
accept contributions, grants and other financial assistance from federal and
Commonwealth governmental entities for or in aid of authority facilities or in
order to make loans in furtherance of the purposes of the IDA Act and to make
loans or grants in furtherance of the purposes of the IDA Act, including for the
purposes of promoting econoIIÙc development. An IDAÆDA is also expressly
authorized to forgive loans if it is deemed to further econoIIÙc development.
Code Section 15.2-4917 authorizes a locality to acquire, but not by condemnation,
a facility site and transfer it to an IDA/þDA. This section provides that the
locality may transfer the site without regard to the requirements, restrictions,
liIIÙtations or other provisions contained in any other general, special or local law,
presumably dispensing with the requirement of a public hearing before a locality
may convey its property.
Code Section 15.2-953 expressly authorizes a locality to make gifts, donations
and appropriations of money to an IDAÆDA for the purpose of promoting
econoIIÙc development. Code Section 15.2-1205 authorizes the governing body
of a county to give, lend or advance funds or other county property to any
authority created by it. The foregoing seems to provide ample authority for a
locality to use its IDAÆDA to provide funds or other property as an incentive for
economic development. In the Short Pump Town Center financing in Henrico
County, the County proposed to make incentive payments to its Economic
Development Authority, which would then make the payments to the developer.
These incentive payments were challenged, along with the proposed community
development authority financing. Judge Randall G. Johnson, sitting as Judge
Designate for the Circuit Court of Henrico County, ruled against the community
development authority financing, but specifically upheld the county's ability to
make incentive payments through its EDA (Shorr Pump Town Center v.
Taxpayers, 54 Va. Cir. 501 (City of Richmond 2001). On appeal to the Virginia
Supreme Court, the lower court ruling. was vacated on grounds that did not
address the question of the EDA incentives (Short Pump Town Center v. Hahn,
262 Va. 733, 554 S.E.2d 441 (2001)).
4. LiIIÙtations on Powers.
(a) No Power to Operate Facilities: An IDAÆDA does not have the power to operate
any facility as a business other than as lessor, except that an IDAÆDA may
22
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operate an industrial park and may establish, operate and maintain a foreign trade
zone. See Code Sections 15.2-4901 and 15.2-4905.
(b) No Power to Tax: An IDAÆDA does not have the power to generate revenues
other than from rents and charges it may impose in connection with the sale or
lease of authority facilities. Code Section 15.2-4911 appears to give IDAÆDAs
authority to charge fees for "any other services furnished or provided by the
authority." An IDAÆDA does not have the power to impose or to request the
locality to impose taxes or assessments.
(c) No Eminent Domain: An IDAÆDA does not have the power of eminent domain
and Code Section 15.2-4917 prohibits a locality from using condemnation to
acquire a site for conveyance to an IDAÆDA.
(d) No Power to Joint Venture: IDAÆDAs do not have the power to become a
member of a corporation, partnership, joint venture or other entity. See, by
contrast, Code Section 36-19 relating to Redevelopment and Housing Authorities.
5. Legal Issues.
(a) Purposes: Many of the IDAÆDAs powers are tied to its purposes. The Act does
not enunciate a general economic development purpose for IDAlEDAs, except in
Code Section 15.2-4905, paragraph 13, relating to grants for economic
development purposes. If an IDAlEDA is being used for a purpose that does not
directly relate to an "authority facility," care should be exercised to determine
statutory authority.
(b) Goverrimental Facilities: IDAlEDAs are increasingly being used to finance
governmental facilities. The applicable definition is usually "facilities for use by
a locality, the Commonwealth and its agencies or other governmental
organizations...." The concept of "use" was used to avoid a requirement that the
facilities be owned by the governmental entity. However, could it be construed to
limit this category of authority facility to office buildings and other facilities
actually occupied by the governmental entity? A strict construction could
preclude financings for governmental facilities such as parks, roads, water and
sewer and other infrastructure.
(c) Limited Exemption from Procurement Act: Code Section 2.2-4344B of the
Virginia Public Procurement Act provides that an IDAÆDA may enter into
contracts without competition with respect to an item of cost of an "authority
facility." The definition of "authority facility" in Code Section 15.2-4902
specifically provides that any facility for use by a locality, the Commonwealth or
its agencies or other public bodies subject to the Virginia Public Procurement Act
is not exempt from competitive procurement requirements under the exemption
provided in Code Section 11-45D (the predecessor to Code Section 2.2-4344B).
(d) Limitation on Power to Operate Facilities: Code Section 15.2-4905 provides that
an IDAÆDA may not operate any facility as a business other than as lessor. Does
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this mean that an IDAÆDA can operate a facility that is "governmental," such as
a public park, or a parking facility if it is not a "for profit" business? May an
IDAÆDA contract with an operator pursuant to a management contract for the
operation of a facility as long as the IDAÆDA is not responsible for the day-to-
day operations of the facility?
(e) Liberal Construction Clause: The IDA Act contains a liberal construction clause
at the end of Code Section 15.2-4901. It is not clear how much latitude that
affords in interpreting some of the less clear areas of the IDA Act.
(f) Dilution of Available Revenues: Even though tax increment fmancing or
incentives based on tax increment only divert the incremental increase in certain
tax revenues, these revenues are not available to meet the other needs of the
locality. If a locality's planning process contemplates revenue increases based on
increased tax bases, the tax increment pledged for other purposes should be netted
out. Depending on how the incentives or debt are structured, it may be a long
period of time before the locality recoups its investment.
24
II.
Establishing Incentive Guidelines
Economic Development Incentives in Virginia
A Local Practitioner's Handbook
Pages 60 - 68
CJ
A. Undertake the Legal Analysis and Develop Evidence of Public Purpose
I
The Virginia Supreme Court has repeatedly reaffIrmed that the stimulation and promotion of
economic development is a valid public purpose. In doing so, however, the Court also has
demonstrated that the mere legislative declaration that a particular program will serve a public
purpose is not enough to sustain it. Despite the Court's deferential review of legislative
activities, it remains the province of the Court to strike down those activities that it determines
are without reasonable relation to the public interest or welfare and are beyond the scope of
legitimate government. For this reason, it is essential to demonstrate that in establishing
particular incentive guidelines or policies the locality can evidence its "public purpose(s)" for
granting the incentive.
There are numerous ways to evaluate the cost of incentives and the commensurate public
benefIts that will accrue as a result of their use to demonstrate a valid public purpose. Yet, the
more tangible the public benefIt, the easier it will be to sustain the use of fInancial incentives to
stimulate and promote economic and industrial development. Similarly, the more tangible and
objective the evidence demonstrating a public benefit, the more likely it will be that an incentive
program will be sustained as furthering a public purpose.
As the local government attorney analyzes whether proposed economic development incentive
guidelines or policies will be constitutionally sustainable under Virginia law, the local
government attorney may wish to apply the following analytical framework. This discussion is
based on the cases and Virginia Attorney General Opinions summarized in "Part Two, The Legal
Issues Surrounding the Use of Incentives."
1. Economic Development as Valid and Animating Public Purpose.
In keeping with the standards enunciated by the Virginia Supreme Court, the locality
and the IDAÆDA should analyze the proposed financial incentives in light of their
dominant or animating purpose. As described above, the locality and the IDA/EDA
should make legislative findings that the proposed incentives will support economic
development in the locality. These findings should further indicate that the proposed
incentives are intended both to induce existing businesses to remain in the locality as
well as to induce new businesses to locate in the locality. Adopting such a plan is
consistent with the Suthers decision where the Court rejected the argument that the
public purpose is served only by inducing new industry to locate in the
Commonwealth:
Public purpose may be as well served by inducing an industry whose
continued existence is essential to the economy of a community to
remain in this state as by inducing a new industry to enter. It is beside
the point that some private interest may benefit incidentally from the
action of the industrial authority in inducing an industry to remain in .
the state so long as such action promotes the "safety, health, welfare,
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convenience and prosperity" of the inhabitants of this Commonwealth.
Suthers, 208 Va. at 59.
Even in Button I~ the one decision in which the Court found a violation of the Credit
Clause, the Court reaffirmed its position that economic and industrial development is a
legitimate public purpose warranting government participation: "It cannot be [disputed]
that stimulation of the development of industry is a public purpose warranting
governmental participation to achieve the desired objective of creating additional
employment for the citizens of the State." Button IV, 208 Va. at 503.
In furtherance of this analysis the Court in Button IV intimated, however, that a
transaction could pass the animating purpose test and still fail a Credit Clause challenge:
It does not follow, however, that because the goal is meritorious, every
method which might, in some way, aid its accomplishment is therefore
constitutionally pennissible; or, to put it another way, that because the
purpose is public, anything done in furtherance thereof becomes, a
fortiori, a proper governmental function. Button IV, 208 Va. at 503.
In effect, the Court suggested that a purpose could be public, but the method utilized to
accomplish this public purpose might be impennissible under the Credit Clause.
The Court pointed to two factors it believed distinguished the loan guarantee program
in Button IV from the facts of its prior decisions: (1) the lack of public ownership of the
facilities on which public funds were to be expended (at least so for the period during
which bonds issued to finance such facilities remained outstanding) and (2) that the
debts guaranteed under the act were to "be discharged with State money from the
guaranty fund upon default, are otherwise unobtainable loans secured from private
sources by private firms to finance construction or improvement of privately owned
industrial plants." The Court found that it was "difficult, if not weII-nigh impossible, to
say that the benefit to private interests is merely incidental or, conversely, that the
benefit to the State is paramount." Button IV, 208 Va. at 504 (emphasis added).
While it is clear that the animating purpose test requires a case-by-case analysis to
determine if the transaction or obligation undertaken by the locality or the IDAÆDA is of
public benefit, the locality will need to present facts to support this effort.
2. Specific Purposes for Use of Incentive Funds.
In reviewing specific proposed incentives/expenditures for economic development
purposes, the local government attorney can look to the history of cases, Attorney
Generals opinions and other references for guidance in developing the public purpose
analysis, but will find little help with specific purposes. However, in adopting the
Governor's Development Opportunity Fund (Code Section 2.2-115) in 1996, the Virginia
General Assembly identified certain specific purposes for which incentive funds can be
used. Those purposes are found in Code Section 2.2-115(C) and are as follows:
61
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[P]ublic and private utility extension or capacity development on or off
site; road, rail, or other transportation access cost beyond the funding
capability of existing programs; site acquisition; grading, drainage, paving
and any other activity required to prepare a site for construction;
construction or build-out of publicly owned buildings; grants or loans to
industrial development authority, housing and redevelopment authority, or
other political subdivision pursuant to its duties or powers; training; or
anything else permitted by law.
As referenced at the conclusion of the enumerated pennissible purposes, the list is not
conclusive. But the list does provide legislative authority for some of the more
frequently used incentive purposes and seemingly pennits additional purposes that can be
qualified through legal analysis.
3. Presumed Constitutionality of Legislative Actions.
The detailed legislative findings of a locality and/or its IDAÆDA supporting a public
purpose for their incentives should enjoy deference unless clearly wrong. In
decisions addressing these constitutional issues, the Virginia Supreme Court has
acknowledged the strong presumption of constitutionality that attaches to legislative
actions. For example, in Shenandoah Lime, the Court stated that "every presumption is
made in favor of the constitutionality of an act of the legislature. A reasonable doubt as to
its constitutionality must be solved in favor of the validity of the law, and the courts have
nothing to do with the question whether or not the legislation is wise and proper. [I]t is
only in cases where the statute in question is plainly repugnant to some provision of the
Constitution that the courts can declare it null and void." Shenandoah Lime, 115 Va. at
868-69 (quoting from Ex Parte Settle, 114 Va. 715, 77 S.E. 496, 497 (1913)). Even in a
situation where the economic benefits expected to accrue from the proposed financial
incentives may be criticized as "speculative" (similar to arguments that one might assert
against the third proposed incentive), the Court has indicated that legislative findings
should enjoy the deference of the courts. See DeHaan, 228 Va. at 590.
The Virginia Supreme Court has indicated that a similar presumption regarding the
constitutionality of the actions of the Virginia General Assembly is applicable to
legislative bodies at all levels of government. For example, in La France, the Court
indicated that, in the exercise of its powers under the Act, an industrial development
authority is acting in a legislative capacity and that the standard of review applicable to
the exercise of such powers, therefore, is that generally applicable to legislative actions.
See La France, 216 Va. at 281.
4. Incidental Benefit to the Private Sector.
The Court has consistently held that if the animating purpose is to spur economic
development and private benefits are merely incidental to the primary public goal, such
private benefits will not cause a constitutional problem. Further, the Court's decisions
addressing the issue of private benefits have made it clear that the size or quantity of
these benefits do not change their character. See DeHaan, 228 Va. at 588; Coyner,
207 Va. at 357.
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One might argue that such private benefits unfairly give a competitive advantage to the
recipients of the financial incentives. While the locality and the IDAÆDA should take
into account such potential criticisms, the locality and the IDAÆDA should counter
that such arguments are properly addressed at the legislative level and that such
arguments should not jeopardize the constitutionality of the financial incentive
program. See Mayor of Lexington v. Industrial Development Authority of Rockbridge
County, 221 Va. 865, 869 (1981).
Furthermore, the locality's provision of financial incentives should demonstrate a
means to achieve a public purpose that does not involve the locality and the
IDAIEDA in establishing a guaranty for private business or providing a program
"stamped indelibly with the purpose of granting credit in aid of private interests upon
the faith of [government] funds" of the type rejected by the Court in Button IV.
Button IV, 208 Va. at 503. The locality and the IDAIEDA should seek to provide
incentives to private businesses not for the purpose of granting credit in their aid, but
for the purpose of increasing the tax base of the locality and employment
opportunities for local residents in accordance with the purposes of an industrial
development authority as enunciated in the IDA Act.
Finally, the Attorney General has opined that public benefit outweighs private benefit
in instances involving (a) the Commonwealth's acquisition of a private corporation's
stock to benefit the state retirement system, (b) an industrial development authority's
acquisition of an industrial park through the purchase of a private developer's stock,
(c) a county's appropriation of funds to its industrial development authority to make a
loan to a private corporation or (d) an industrial development authority's contribution
to the capital of a corporation. Op. Atty Gen. Va. (May 17, 2000 Letter to Terry G.
Kilgore) .
One structuring factor that merits additional legal analysis is any proposal to make
IDAÆDA-funded improvements to private property (on-site). In such instances, it is more
likely that the IDAÆDA will not exercise much control over the facilities or the
improvements. As a result, it may make the argument of merely incidental benefit more
difficult to sustain. In the Harrison I/, Harrison III, Button IV and DeHaan cases, the
Court emphasized, without expounding in any great detail, the importance of public
ownership of the facilities being financed in those cases. It did not appear to matter to the
Court that in most of these cases a private party had the option of purchasing the facilities
following the financing transaction and that this option often bore no relation to the market
value of the facilities at the time of purchase. In these cases, the Court apparently believed
that public ownership reinforced the notion of public purpose. This is not to say that public
ownership is or should be an absolute requirement. One could easily imagine scenarios
where the public purpose of economic development would be hindered by public
ownership. Similar to the Court's finding in Harrison III with respect to the letting of port
facilities to a private party not causing an otherwise public purpose to become a private
purpose, the Court could find that private ownership of a facility similarly does not destroy
the public purpose. Subsequent to the decisions in these cases the General Assembly has
enacted the Governor's Development Opportunity Fund which specifically authorizes the
use of public funds for certain on-site as well as off-site improvements.
63
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5. Summary.
As described above, although the Virginia Supreme Court has acknowledged that
economic development is a valid public purpose and will attach a strong presumption of
constitutionality to a locality's particular incentive program, nevertheless a local
government attorney must analyze a number of factors that collectively will affect the
validity of the proposed incentives.
The following table illustrates those factors that either are more helpful or less helpful in
establishing the validity of incentives under the public purpose analysis:
More Helpful Less Helpful
Grant of existing funds Guaranty of private debt
Funds provided from nonbinding "moral Funds provided by general obligation debt
obligation" pledge; subject to annual
appropriation
Public ownership (or reversionary Privately owned improvements
interest) of improvements
Redevelopment of blighted areas Economic development
Economic distress, high unemployment, Strong economy
low tax base
Program of enunciated criteria for grant of Case-by-case incentives
incenti ves
General economic benefit Benefit to specific identified business
B. Prepare the Plan
1. Economic Development Incentive Plan.
(a) Locality should make legislative findings/declarations - general as to incentive
guidelines or policies and specific as to incentive recipient - i.e., list public
purposes underpinning incentive guidelines and policies, such as prevention of
blight, needed infrastructure, job creation, increased tax base and capital
investment in facilities and property.
- - - - - -(0) -Luca.1iry should undertake economic-studylimpact-(whether-pr~paroo internally or _ _
with outside assistance) to provide objective additional support of value of
economic development incentives.
64
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(c) Locality and IDAlEDA should formally approve economic development plan -
setting forth goals and procedures and conformance with legislative
findings/declarations; investment criteria; legislative findings to be made by
IDAlEDA if IDAlEDA is the conduit for providing incentives.
(d) Consider having Locality and IDAlEDA enter into a Memorandum of
Understanding setting forth how the IDAÆDA will implement the policies and
procedures under the plan. IDAÆDA shall make findings consistent with the
plan.
(e) Examples of findings to be made by the IDAlEDA under the policies and
procedures may include:
(i) the animating purpose of any proposed provlslOn of incentive grants
serves a valid public purpose and only incidentally benefits private
interests;
(ii) the proposed provision of incentive grants to a business is in furtherance
of the purpose for which the IDAÆDA was created;
(iii) that without the stimulus of the incentive grant, it is unlikely that the
business would relocate or remain in the locality; and
(iv) the grant/incentive furthers the economic development strategy of the
locality.
(f) Where a locality has elected to stimulate development or redevelopment of
underdeveloped, under-improved, blighted, vacant, abandoned properties or
brownfields and greyfields, the following additional findings by the IDAÆDA
may be appropriate:
(i) the property to be developed or redeveloped is located in an area
recognized by the locality, either under its comprehensive plan or its
economic development plan/strategy, as an area in need of development or
redevelopment (Le. brownfields, greyfields or vacant, abandoned or under-
improved or underdeveloped property);
(ii) the proposed development or redevelopment is consistent with the
locality's comprehensive plan and/or economic development
plan/strategy; and
(iii) that the scope and quality of the plan will serve to influence
redevelopment and additional capital investment or adjacent or nearby
properties.
65
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L-
2. Application Fonn for Business Prospect to Request Incentive Assistance.
(a) The policies and procedures adopted by the locality (and the IDAÆDA) should
require the business prospect or property owner to make fonnal application to the
locality (or the IDAÆDA as the case may be).
(b) Application should require the business prospect or property owner to provide the
following infonnation:
(i) Description of project - company name; type of operation;
(ii) Location of project;
(iii) Amount of private investment that adds to the local tax revenues;
(iv) Jobs to be created - Average salary level or total yearly payroll of jobs to
be created;
(v) Amount of incentive requested;
(vi) The purpose or purposes for which funds will be provided;
(vii) Other public funds that have been or may be expended on project;
(viii) Summary statement presenting the importance of the project to the locality
and why support is being sought. Note-in the case of redevelopment, the
summary statement should include infonnation such as:
(A) The expertise and experience of the business prospect or property
owner in redeveloping brownfield, greyfields, blighted, under-
improved and underdeveloped property;
(B) the degree to which the proposed project may influence
development or redevelopment or adjacent or nearby properties;
(C) the extent to which the proposed project may serve to implement a
change in use which is consistent with and/or furthers the goals of
the locality's comprehensive plan and/or economic development
plan/strategy; and
(D) and the extent to which the project incorporates mixed uses,
provides open space and focuses on transportation and transit
accessibility.
See also the "Project Data Sheet" form found under "Forms You Can Use" under page entitled
"Economic Development Resources" at www.virginiaallies.org.
66
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3. Agreement between IDAÆDA and Business Prospect.
(a) Applicable Law - Address applicable Virginia Code provIsIOns, including
applicability of FOIA and Conflict of Interest Act
(b) Financial
(i) Include mechanism for controlling financial obligations to business
prospect for qualifying costs;
(ii) Require annual appropriation to guard against reliance by business
prospect;
(iii) Prevailing wage requirements and competitive bid process should be taken
into account when negotiating with business prospect; and
(iv) If facilities financed with tax-exempt bond proceeds to be conveyed or
used by business prospect, need to check on tax-related concerns for
private business use.
(c) Structure against risk of business prospect's failure to perform, including
provisions that allow for termination of an agreement if critical events do not
happen by specified date
(d) Clawback Provisions
(i) Monetary guarantee, such as letter of credit or performance bond;
(ii) First option to purchase given to locality/reacquisition agreements where
public land was granted or purchased;
(iii) Deed covenants; and
(iv) Deed of trust, security agreement from business prospect; however,
beware potential bankruptcy issues and locality's priority.
(e) Remedies
(i) Lirrùt force majeure clauses to provide for lirrùted time periods and for
limited causes; and
(ii) Try to lirrùt remedies against locality for specific performance; consider
liquidated damages.
(f) Miscellaneous
(i) In the context of a public-private partnership where eminent domain or
condemnation is being used to acquire a site (for the public portion of the
67
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proposed development) or to provide public infrastructure, then best for
agreement to state that a completion date is not guaranteed;
(ii) Legal opinions may be qualified in certain situations to limit professional
liability;
(iii) Use of shell corporation by developer has advantages and disadvantages
for locality; consider carefully each option;
(iv) Acquisition of related licenses and permits should be provided for in
agreement; and
(v) The amount of private investments, new jobs created and wage levels
provided by the business prospect to apply for incentives, should be the
same targets that are provided in the Agreement.
C. Examples
Attached to this Handbook are the following examples of economic development incentive
programs and related documents:
Appendix B- City of Virginia Beach: Economic Development Investment Program
Policy and Procedure; and Sample Application.
Appendix C - City of Danville: Resolution approving an Economic Stimulus Grant
Program; Grant Guidelines; and Sample Grant Agreement.
Appendix D - Prince William County: Sample Agreement between County Board of
Supervisors and IDA; Sample Technology Incentive Agreement between
IDA and Business Prospect; Sample Agreement of Sale between County
and Business Prospect.
Appendix E - Virginia Eco~omic Development Partnership: Sample Performance
Agreement.
68
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[
AT A REGULAR MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE
COUNTY, VIRGINIA, HELD AT THE ROANOKE COUNTY ADMINISTRATION CENTER
ON TUESDAY, JUNE 7, 2005
RESOLUTION CERTIFYING THE CLOSED MEETING WAS HELD IN
CONFORMITY WITH THE CODE OF VIRGINIA
WHEREAS, the Board of Supervisors of Roanoke County, Virginia has convened a
closed meeting on this date pursuant to an affirmative recorded vote and in accordance
with the provisions of The Virginia Freedom of Information Act; and
WHEREAS, Section 2.2-3712 of the Code of Virginia requires a certification by the
Board of Supervisors of Roanoke County, Virginia, that such closed meeting was
conducted in conformity with Virginia law.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Supervisors of Roanoke
County, Virginia, hereby certifies that, to the best of each members knowledge:
1. Only public business matters lawfully exempted from open meeting requirements
by Virginia law were discussed in the closed meeting which this certification resolution
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 of Supervisors of
Roanoke County, Virginia.