11-17-2020 Economic Development Meeting Packet
BOARD OF SUPERVISORS
ECONOMIC DEVELOPMENT
COMMITTEE MEETING
Tuesday, November 17, 2020; 3:00 PM
Chatham Community Center (Gallery Room)
115 South Main Street
Chatham, Virginia 24531
AGENDA
1. CALL TO ORDER (3:00 PM)
2. ROLL CALL
3. AGENDA ITEMS TO BE ADDED
4. APPROVAL OF AGENDA
Please remember that the Committee Meeting is designed for internal Committee and
County Staff communication, discussion, and work. It is not a question and answer session
with the audience. Accordingly, during the Committee Meeting, no questions or comments
from the audience will be entertained. Respectfully, any outbursts or disorderly conduct
from the audience will not be tolerated and may result in the offending person’s removal
from the Committee Meeting. As a reminder, all County citizens, and other appropriate
parties as designated by the Board’s Bylaws, are permitted to make comments under the
Hearing of the Citizens’ Section of tonight’s Business Meeting.
5. NEW BUSINESS
a. Announced Economic Projects Updates (Staff Contact: Matthew D. Rowe)
b. Tobacco Commission Grants/Loans Updates (Staff Contact: Matthew D. Rowe)
c. Berry Hill Water and Wastewater MOU (Staff Contact: David M. Smitherman)
6. STAFF REPORTS
a. IDA Membership and Staffing Discussion (Staff Contact: David M. Smitherman)
b. Danville-Pittsylvania Economic Development Alliance Update (Staff Contact: David
M. Smitherman)
7. MATTERS FROM COMMITTEE MEMBERS
8. CLOSED SESSION
a. Consultation with legal counsel employed or retained by a public body regarding specific
legal matters requiring the provision of legal advice by such counsel. (Staff Contact: J.
Vaden Hunt, Esq.)
(1) Legal Authority: Virginia Code § 2.2-3711(A)(8)
Subject Matter: AEP Transmission Line Relocation
Purpose: Legal Consultation/Discussion of Transmission
Line Relocation Funding Agreement
(2) Legal Authority: Virginia Code § 2.2-3711(A)(8)
Subject Matter: Projects Unison, Harlow, and Kyocera
Purpose: Legal Consultation/Review of Local Performance
Agreements
RETURN TO OPEN SESSION AND CLOSED SESSION CERTIFICATION
a. Closed Session Certification
9. ADJOURNMENT
Economic Development Committee
EXECUTIVE SUMMARY
INFORMATION ITEM
Agenda Title: Announced Economic Development Projects Updates (Staff Contact:
Matthew D. Rowe)
Staff Contact(s): Matthew D. Rowe
Agenda Date: November 17, 2020 Item Number: 5.a
Attachment(s):
Reviewed By:
Matthew D. Rowe, Economic Development Director, will update the Committee on the
following announced projects: AeroFarms; Dominion Energy; Panaceutics; and Staunton River
Plastics.
5.a
Packet Pg. 4
Economic Development Committee
EXECUTIVE SUMMARY
INFORMATION ITEM
Agenda Title: Tobacco Commission Grants/Loans Updates (Staff Contact: Matthew D.
Rowe)
Staff Contact(s): Matthew D. Rowe
Agenda Date: November 17, 2020 Item Number: 5.b
Attachment(s):
Reviewed By:
Matthew D. Rowe, Economic Development Director, will present the Committee the following
Tobacco Commission (“Commission”) Grants/Loans Updates:
- Tobacco Commission Shell Building Loan: RealtyLink Development, a South Carolina
based industrial development firm, committed to build a 100,000 sq. ft. Industrial shell
building at the entrance to Cane Creek Centre. The County had previously received a
$1.5M Grant with a plan of the County funding a small shell building, and assuming the
risk and liability of debt. Instead of proceeding with a County shell building, County
Staff requested that the Commission alter the Grant to a five (5)-year, $1.15M loan at a
0% interest rate to RealtyLink, with $400,000 forgiven once a temporary Certificate of
Occupancy is issued for a 100,000 sq. ft. building on the site. RealtyLink would then
repay the outstanding loan amount, either when a tenant is secured for the building (sale
or lease), or at the end of the five (5)-year term in the form of a balloon payment.
- Repurpose of Grant #3358: In 2017, the County approved the application and acceptance
of a $2.6M Grant for the purpose of grading a pad site for Project Lignum at the
Megasite. The Grant required a dollar-for-dollar match from the County (note: the City
of Danville agreed to split the match evenly). This Grant is active and expires December
31, 2020, unless it is extended administratively by the Commission for one (1) year.
RIFA directed its Staff to pursue the use of the funds at its September 2020 Meeting by
grading a sixty-five (65)-acre pad site on Lots 1 and 2 combined at the Megasite.
5.b
Packet Pg. 5
Economic Development Committee
EXECUTIVE SUMMARY
ACTION ITEM
Agenda Title: Berry Hill Megasite Water and Wastewater MOU (Staff Contact: David
M. Smitherman)
Staff Contact(s): David M. Smitherman
Agenda Date: November 17, 2020 Item Number: 5.c
Attachment(s):
ExhibitA-MegasiteMOU
Berry Hill Utilities MOU Terms
2020 Performance Agreement with APCo County and RIFA - DRD
Redline - FINAL - 11.11 (002)
SVMPUtilitiesMOU091019
Reviewed By:
SUMMARY:
As the Committee may recall, the County and the PCSA negotiated the release of water/sewer
service area for the Berry Hill Megasite to the City of Danville, Virginia (“Danville”). The
transfer is to be consummated by execution of a Memorandum of Understanding (“MOU”).
Recently, the Danville City Council approved the attached MOU and provided authority to the
City Manager to execute the same.
FISCAL IMPACTING/FUNDING SOURCE:
Per the terms of the attached MOU.
RECOMMENDATION:
County Staff recommends the Committee recommend approval of the attached MOU to the full
Board for potential approval at the Board’s November Business Meeting.”
MOTION:
“I make a Motion recommending approval of the attached MOU to the full Board for potential
approval at the Board’s November Business Meeting.”
5.c
Packet Pg. 6
551 Piney Forest RoadDanville, VA 24540-3353434.797.4497Dewberry Engineers Inc.B
E
R
R
Y
H
I
L
L
R
O
A
DWILLIAMS GAS
OAK HILLROADPITTSYLVANIA COUNTY VIRGINIAROCKINGHAM COUNTY NORTH CAROLINA12"-24" TROTTERSGRAVITY SEWERTROTTERSPUMP STATIONWATER METERAND CONTROLVALVE20" WATERLINE16" HIGHPRESSUREWATERLINE16" HIGHPRESSUREWATERLINE16" HIGH PRESSUREWATERLINE20" LOW PRESSURE/SUCTION WATERLINEEXISTING 16"WATERLINEEXISTING 12"WATERLINEDAN RIVEROAK HILLWATER TANK(2.0 MGD)BOOSTER STATION (2.0 MGD)WATER METERAND CONTROLVALVESOVA MEGASITE AT BERRY HILLWATER AND SEWER MAPPROJECT 500 - AUGUST, 20191000'0'2000'SCALE: 1" = 1000'500'PROPOSED AEPSUB-STATIONPROPOSEDAEP 138 KVT-LINELOT 7 PUMP STATION (BYPROJECT 500)EX. AEP 69KV8" FORCEMAINEX. RAILEX. WATERLINEWATERLINE UNDERCONSTRUCTIONLEGENDFUTURE SEWER TOSERVE PROJECT 500FUTURE WATEREX. POWERFUTURE POWEREX. GAS LINESOVA MEGASITEBOUNDARY20" WATERLINE(BY CITY OF EDEN)EXISTING 16" SEWERFORCEMAIN TOSTATE LINETO BE RELOCATEDSEWER RAILCROSSING UNDERCONSTRUCTIONEX. SEWER16" SEWERFORCEMAIN16" SEWERFORCEMAINEXHIBIT AWATERLINE TO SERVEPROJECT 500FUTURE SOUTHERNCONNECTIONFUTURE SOUTHERNCONNECTION PROJECT 500 WATERCONNECTIONWATERLINE TO SERVEPROJECT 500JUDY BYRD WATER TANK(1)- (0.75) MGD5.c.aPacket Pg. 7Attachment: ExhibitA-MegasiteMOU (2272 : Berry Hill Megasite Water and Wastewater MOU (Staff Contact: David M. Smitherman))
Danville City – Pittsylvania County – Danville-Pittsylvania
County RIFA MOU Terms
1. RIFA and the County shall transfer the responsibility to serve the MEGASITE to the City
(the “Project”).
2. The City shall adhere to all the requirements of existing water and sewer agreements in
place between the Pittsylvania County Service Authority (PCSA) and the City of Eden,
unless otherwise agreed to by the City of Eden.
3. The City shall only serve the customers directly tapped on to the lines it acquires/constructs
leading to and within the SVM unless otherwise approved by the Board of Supervisors.
4. Rates within the MEGASITE shall be set by the City Council after recommendation from
the Danville Utilities Commission.
5. The City shall serve all customers according to the City of Danville, VA ordinances and
policies that currently exist for all its customers. The City of Danville’s City Council will
be the ultimate authority to make changes to ordinances and policies.
6. The City shall receive the benefit of all County and RIFA work products necessary to serve
the MEGASITE and shall reimburse the County and RIFA for their construction,
engineering, and related matching costs. This includes infrastructure already constructed
and owned by the PCSA and infrastructure owned and/or under construction by RIFA for
the purpose of serving the MEGASITE. For those portions of the project that were built
for the purpose of serving MEGASITE, the City will reimburse the actual local match.
Specifically, it includes the following Tobacco Region Revitalization Commission grants:
#3011, #2641, #1581, and #2198. The local shares for these projects due to the County
total $1,189,353.17. For all other infrastructure owned by PCSA, the City will pay the
current depreciated value. Repayment of these expenses to the County and RIFA shall
commence once “Project 500” is complete and tax revenue is generated. Payments shall
be $200,000 per year until paid off.
7. Upon execution of this agreement, RIFA shall initiate all engineering, permitting and
construction of the water and sewer infrastructure necessary to serve “Project 500” and all
engineering and permitting necessary for future water infrastructure labeled as “Future
Southern Connection” as depicted on Exhibit A, attached. The City agrees to administer
the completion of this work on behalf of RIFA and agrees to coordinate with “Project 500”
to complete construction of this infrastructure by April 1, 2021. As stated in #6, the City
agrees to reimburse RIFA for all cost of this work, excluding Grant funding, as it
progresses.
8. RIFA shall assign all previously negotiated capacity charges to City, which it shall use, at
its discretion, to pay for infrastructure within the MEGASITE and/or to buy down the City
of Eden’s (“Eden”) rate to ensure a favorable rate of water delivered by Eden to City.
5.c.b
Packet Pg. 8 Attachment: Berry Hill Utilities MOU Terms (2272 : Berry Hill Megasite Water and Wastewater MOU (Staff Contact: David M. Smitherman))
9. The City, in consultation with RIFA will determine whether capacity charges are necessary
for future prospects locating in the MEGASITE. The funds generated would be used to
buy down infrastructure costs within the MEGASITE.
10. The County and City shall cooperatively seek Grant opportunities for the Project, including
funding to construct the section of water lines serving the southern portion of the
MEGASITE, which would provide a redundant feed to Project 500.
11. If the County uses its Tobacco Commission Southside Allocation to receive grants/loans
toward the cost of infrastructure, a mechanism to pay back that allocation shall be
formulated at a future date once the Project produces a positive margin (profit), as
determined by the City’s Biennial Rate Study.
12. If the Biennial Rate Study shows a margin and/or profit, a portion of said margin and/or
profit, to be determined at a future date, not used to reimburse any Grant Funds, shall be
set aside in a Capital Reserve Fund to pay for any additional infrastructure within the
MEGASITE. Said Fund shall terminate once the MEGASITE is fully served.
5.c.b
Packet Pg. 9 Attachment: Berry Hill Utilities MOU Terms (2272 : Berry Hill Megasite Water and Wastewater MOU (Staff Contact: David M. Smitherman))
1
PERFORMANCE AGREEMENT
This PERFORMANCE AGREEMENT, dated and effective this ______ day of September,
2020, between APPALACHIAN POWER COMPANY, a Virginia public service corporation ("APCo") and
DANVILLE-PITTSYLVANIA REGIONAL INDUSTRYINDUSTRIAL FACILITY AUTHORITY, a Virginia
political subdivision (the "RIFA")
WITNESSETH:
Background: Pittsylvania County, Virginia (the "County"), the City of Danville, Virginia (the "City")
(the County and the City together, the "Localities") and the RIFA previously developed a "megapark"
industrial park known as "Southern Virginia Mega SiteMegasite at Berry Hill" on approximately 3,700 acres
of land owned by the RIFA located in southern Pittsylvania County along the North Carolina border (the
"Project"). To facilitate the ongoing efforts of the Localities and the RIFA to attract large industrial facilities to
the Project in order to increase employment and promote economic development within the Localities, the
RIFA and APCo entered into a Performance Agreement, dated September 10, 2018 (the "2018
Agreement"), pursuant to which the RIFA and APCo agreed to certain matters intended to ensure that
electric power service at 138 kV would be available at the Project. Recently, in order to further facilitate
development of the Project, the RIFA requested that APCo relocate an approximately two (2) mile portion of
the existing Ridgeway-Corning Glass 69 kV transmission line that runs through lots 4, 8 and 9 of the Project
to the southern edge of such lots prior to December 31, 2021 (the "Relocation"). The Relocation will require
APCo to: (i) acquire a new right-of-way easement or easements and related real estate rights (collectively,
the "New ROW") sufficient to accommodate the Relocation, and (ii) construct and install new poles, guy-
wires, conductors and ancillary equipment (the New ROW, poles, guy-wires, conductors and ancillary
equipment together, the "69 kV Facilities"). To accomplish the foregoing, APCo will need to complete the
following process:
i. Complete the engineering and environmental analysis necessary to finalize the location for
the New ROW and to prepare and file an application or applications with the appropriate governmental
authorities for any permits, certificates and approvals required for relocation and construction of the 69kV
Facilities (each an "Approval" and collectively, the "Approvals"), provided that the Approvals shall not
include building permits, site development plan approvals, earth disturbance permits and similar non-
discretionary permits and approvals. “Approvals” shall include without limitation any necessary approvals
from any existing holders of easements on the Project;
ii. Obtain any required Approvals;
iii. Finalize the detailed engineering line design, ground surveys, environmental surveys
and analysis as necessary or desirable to finalize the location for the relocated 69 kV Facilities (all of
the foregoing activities collectively referred to as "Final Line Design");
iv. Acquire the New ROW; and
v. Construct and install the 69 kV Facilities.
5.c.c
Packet Pg. 10 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
2
Attachment 1 contains a map of the approximate site of the Relocation and preliminary centerline
for the New ROW, provided that the map is intended to be illustrative and not finalized, and APCo reserves
the right to modify the map and the final site of the Relocation and centerline for the New ROW as it may
deem necessary or desirable.
The RIFA intends to fund the costs incurred by APCo to complete the Relocation. Accordingly,
subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. Payment.
Upon execution and delivery by the AuthorityRIFA and APCo of this Agreement, and subject to
appropriation from receipt of funds from the County and Virginia Resources Authority, the RIFA shall
promptly pay to APCo in immediately available funds the sum of four million five hundred thousand dollars
($4,500,000) (the "Payment"), which amount is the good faith estimate calculated by APCo of the cost of
the Relocation, including without limitation the cost of engineering, right-of-way acquisition, materials and
construction (including contingencies and overheads), all in accordance with generally accepted accounting
principles. Upon completion of the Relocation in accordance with this Agreement, the Payment shall be
subject to the "true-up" procedure outlined below in paragraph 5.
2. Routing Analysis and Permitting Process.
As indicated by the map attached as Attachment APCo has already identified the approximate
location of the New ROW upon which the 69 kV Facilities shall be constructed and installed to accomplish
the Relocation. However, the final location of the New ROW is subject to the prior written approval of the
RIFA, which approval shall not be unreasonably withheld, delayed or conditioned, and is subject to further
routing analysis and line design and obtaining the Approvals from the relevant governmental authorities (to
the extent any such Approvals are required under applicable law), and prosecuting any applications
necessary for a final decision regarding the location (collectively, the "Permitting Process"). Upon receipt by
APCo of the Payment, APCo shall promptly complete any further routing analysis and line design as may
be necessary or desirable in connection with obtaining any required Approvals, shall thereafter promptly
prepare and file such application or applications for any such Approvals, and thereafter shall exercise
reasonable diligence to complete the Permitting Process and obtain such Approvals.
3. Final Line Design.
Upon receipt of the Approvals, if any are required, and expiration of any applicable period within
which any appeal of the issuance of any of the Approvals may be filed without any such appeal being filed,
or, if no Approvals are required, upon receipt of the Payment, APCo shall diligently use commercially
reasonable efforts to complete Final Line Design.
4. New ROW Acquisition.
(a) Upon successful completion of Final Line Design, APCo shall notify the RIFA of
the final centerline route for the relocation of the 69 kV Facilities. Upon receipt of the final centerline route,
the RIFA shall then grant to APCo a 100-foot wide right-of-way easement for the New ROW on the final
centerline route identified by APCo, pursuant to the terms and conditions of APCo's standard transmission
5.c.c
Packet Pg. 11 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
3
line ROW easement agreement. In consideration for receipt of the New ROW easement, APCo shall pay to
the RIFA nominal consideration of $10.
(b) The New ROW easement acquired by APCo pursuant to this Agreement shall
become the sole unencumbered property of APCo, and the Localities and the RIFA shall have no rights in
or claim to such New ROW. APCo shall have the unrestricted right to use the New ROW and the 69 kV
Facilities for any legal purpose permitted by the ROW easement agreement, but subject to any preexisting
easements, encumbrances and/or restrictive covenants of record covering the Projectproperty subject to
the New ROW easement.
5. Construction of the 69 kV Facilities.
(a) APCo shall proceed to construct the 69 kV Facilities and complete the
Relocation promptly upon the satisfaction of the following conditions precedent (collectively, the
"Conditions") and otherwise in accordance with the following:
(i) APCo has received the Payment in accordance with paragraph 1
hereof;
(ii) APCo has obtained any required Approvals in accordance with
paragraph 2 hereof;
(iii) APCo has completed Final Line Design in accordance with
paragraph 3 hereof; and
(iv) APCo has completed acquisition of the New ROW in
accordance with paragraph 4 hereof.
(b) Once the Conditions have been satisfied, APCo shall use its commercially
reasonable best efforts to complete the Relocation and place the 69 kV Facilities in service by December
31, 2021. Notwithstanding the foregoing, the RIFA acknowledges and agrees that APCo cannot guarantee
that the Relocation will be complete and the 69 kV Facilities will be placed in service by a particular date.
(c) If at any time during construction of the 69 kV Facilities, APCo concludes
that the total cost of engineering, materials, construction and all other costs associated with the 69 kV
Facilities will exceed the amount of the Payment by more than 10%, it shall notify the RIFA, and promptly
thereafter, the parties shall engage in mutual good faith discussions to determine the amount and timing of
one or more additional payments (each, an "Additional Payment"), provided that, until agreement is
reached as to the amount and timing of such Additional Payments and such Additional Payments as may
be agreed upon by the parties are received by APCo, APCo shall have no obligation to continue
construction of the 69kV Facilities to the extent that doing so would incur costs in excess of the amount of
the Payment received by APCo.
(d) Within 120 days following completion of construction of the 69 kV Facilities,
the parties shall "true-up" the Payment and any Additional Payments required in connection with
construction of the 69 kV Facilities (all of such payments collectively, the "Payments") as follows.: APCo
5.c.c
Packet Pg. 12 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
4
shall calculate the final cost of permitting, engineering, right-of- way acquisition, materials and construction
for the 69 kV Facilities (including contingencies and overheads) all in accordance with generally accepted
utility accounting principles (the "Final Cost"). If the Final Cost exceeds the sum of the Payments received
by APCo, the RIFA shall promptly pay APCo an amount equal to the difference between the Final Cost and
the Payments received by APCo. If the sum of the Payments received by APCo exceeds the Final Cost,
APCo shall promptly pay the EDARIFA an amount equal to the difference between the Final Cost and the
Payments received by APCo.
(e) APCo's calculation of any payments required under this paragraph 5 shall
be made in good faith and in accordance with generally accepted utility accounting principles, and shall be
final, absent manifest error.unless the RIFA gives APCo written notice of a dispute of APCo’s calculation
within 60 days after APCo sends a written notice to the RIFA showing the calculation of the Final Cost and
“true-up”. In the event of such dispute notice, the parties shall promptly meet to work in good faith to
resolve such dispute. However, the RIFA shall promptly pay APCo to the extent that portion of the Final
Cost that is not in dispute.
6. Refund of Payments.
(a) (a) Subject to the provisions of subparagraphs (b) and (c) below, the RIFA
shall be entitled to a refund of all or part of the Final Cost as paid to APCo as follows: Each time the RIFA
acquires a new Customer who locates and maintains a facility or facilities on Lot 4, 8 or 9 of the Project and
such Customer enters into a capacity contract with APCo for electric service to such facility or facilities
("Capacity Contract") for at least 1 megawatt (mW), or an existing Customer with a facility or facilities on Lot
4, 8 or 9 of the Project expands its contracted capacity with APCo for electric service to such facility or
facilities by at least 1 mW (an "expanded Customer"), the RIFA shall be entitled to a refund that will be
calculated in accordance with the State Corporation Commission's then current Terms and Conditions for
"Extension of Service," in accordance with generally accepted utility accounting principles and in
accordance with the remainder of this paragraph. In order for the RIFA to receive a refund, the following
requirements must be met: (i) in the case of a new Customer, such Customer must have entered into a
Capacity Contract with APCo, agreeing to purchase electricity from APCo for such facility or facilities at the
contracted capacity for a minimum of 5 years, and in the case of an expanded Customer, such expanded
Customer must have entered into a new or amended Capacity Contract agreeing to purchase electricity
from APCo for such facility or facilities at the expanded capacity for a minimum of 5 years; and (ii) the actual
usage of the new or expanded Customer must have reached at least 60% of its contract capacity (or
expanded contract capacity in the case of an expanded Customer) for three consecutive months. The
refund will be based on the Customer's actual usage, both capacity (kilowatt (kW) demand) and non-fuel
energy (kilowatt hour (kWH)), and the extent to which the new or additional revenue, as the case may be,
received by APCo under the Capacity Contract with the new or expanded Customer, as the case may be, is
determined by APCo to compensate APCo for both the Final Cost and the cost of other facilities (if any)
necessary to provide distribution service to such customer (such costs, if any, the "Distribution Service
Costs"). As an example, in the event a new Customer satisfies the requirements set forth in subparagraphs
6(a) (i) and (ii) above, and APCo determines that the revenue received by APCo under the Capacity
5.c.c
Packet Pg. 13 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
5
Contract with the Customer is sufficient to compensate APCo for 40% of the aggregate of the Final Cost
and the Distribution Service Costs, the RIFA would be entitled to receive a refund of 40% of the Final Cost.
The determination of the extent to which the new or additional revenue received by APCo pursuant to the
new or expanded Capacity Contract, as the case may be, compensates APCo for all or part of the Final
Cost and Distribution Service Costs shall made by APCo in accordance with the then-effective terms and
conditions of service and other provisions of the relevant tariff approved by the Virginia State Corporation
Commission ("SCC") and applicable to the service requested by the Customer pursuant to the Capacity
Contract. The refund will be paid to the RIFA (or, if the RIFA does not exist, to the County or to such entity
as the County may direct) within 180 days after all of the foregoing requirements have been met. In no
event shall the amount of any such refund payment exceed the net amount of the Payments received by
APCo, as trued-up pursuant to subparagraph 5(d). APCo's calculation of any refund as provided above
shall be made in good faith and shall be final, absent manifest error.unless the RIFA gives APCo written
notice of a dispute of APCo’s calculation of the refund within 60 days after APCo sends a written notice to
the RIFA showing the calculation of the refund. In the event of such dispute notice, the parties shall
promptly meet to work in good faith to resolve such dispute. However, APCo shall promptly pay the RIFA to
the extent that portion of the refund that is not in dispute.
(b) Notwithstanding the provisions of subparagraph 6(a) of this Agreement,
the RIFA shall only be entitled to a refund payment from APCo as contemplated by this Agreement with
regard to any new Customer or expanded Customer that satisfies all of the requirements set forth in
subparagraph 6(a) above before the end of the 10 Year Period, as defined below. The "10 Year Period" is
the period of 10 consecutive years beginning on the effective date of this Agreement.
(c) APCo shall not owe interest to any entity or person on any Payments
refunded by APCo in accordance with this Agreement. APCo shall be entitled to offset any refund due the
RIFA hereunder any portion of the Payments that remains unpaid, plus interest thereon at the legal rate of
interest from the date such Payments were due until the date of offset.
7. Force Majeure.
If any party is unable to perform its commitments under this Agreement by reason of force
majeure, then that party shall not be deemed to be in default of its obligations under this Agreement, and
any deadlines for the performance of its obligations and, if applicable, the deadlines for the performance
of the other party's obligations shall be extended for a time equal to the time period of the force majeure
event, plus ten days. The term a "force majeure" as used herein, shall include without limitation acts of
God; hurricanes, floods, fire, tornadoes, earthquakes, storms; strikes or other industrial disturbances;
acts of public enemies; orders of governmental authorities; insurrections; riots and, epidemics., and
CoViD19 Issues (as hereafter defined). Without limiting the foregoing and notwithstanding anything in this
Agreement to the contrary, all of APCo's obligations under this Agreement shall be subject in all respects
to any existing or future orders, rules, regulations or directives of the SCC. “CoViD19 issues” means
events related to the CoViD19 pandemic including without limitation emergencies declared by the
government, travel restrictions, mandatory closures or reduction of staff at finance-related service
providers, quarantine, exposure to or contraction of CoViD19. Each party shall give the other party
5.c.c
Packet Pg. 14 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
6
prompt notice of the existence of such a force majeure event causing that the party giving notice to be
unable to perform under this Agreement.
8. Notices.
All notices hereunder must be in writing and shall be deemed validly given if sent by certified
mail, return receipt requested or by a nationally recognized overnight courier, addressed as follows (or
any other address the party to be notified may have designated to the sender by like notice):
If to RIFA, to: Chairman
Danville-Pittsylvania Regional Industrial Facility Authority
427 Patton Street, Room 428
Danville, Virginia 24541
Danville, Virginia 24541
Attention:
With a copy to:
Matthew D. Rowe, Director of Economic Development, City of
Danville
Pittsylvania County
1 Center Street, P.O. Box 426
, Chatham, VA 24531
Michael C. Guanzon, Esquire
Christian & Barton, LLP
909 East Main St., Suite 1200
Richmond, VA 23219-3095
If to APCo, to: Appalachian Power Company
Attention: Brad N. Hall
Vice President 33 Bullitt
Avenue Roanoke, Virginia
24011
With a copy to: Craig R. Carlson, Esquire
Senior Counsel AEP
Legal Department 1
Riverside Plaza
Columbus, Ohio 43215
Notice shall be deemed delivered upon the date of personal service, two days after deposit in the
United States mail, or the day after delivery to a nationally recognized overnight courier. Copies provided
hereunder are courtesy copies and shall not be deemed to be notice themselves.
5.c.c
Packet Pg. 15 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
7
9. Cooperation.
Each party agrees to cooperate with the other in a reasonable manner to carry out the intent and
purpose of this Agreement.
10. Severability.
If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the
remaining terms of this Agreement, which will continue in full force and effect. The parties intend the
remaining provisions of this Agreement be enforced to the fullest extent permitted by applicable law.
11. Authority to Sign.
The persons who have executed this Agreement on behalf of the parties represent and warrant
they are duly authorized to execute this Agreement on behalf of their respective entity.
12. Counterpart Copies.
This Agreement may be executed in any number of counterpart copies, each of which shall be
deemed an original, but all of which together shall constitute a single instrument.
13. Successors.
The terms, conditions, provisions and undertakings of this Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and their respective successors and assigns.permitted
assigns. Neither party shall assign this Agreement, in part or in whole, without the prior written consent of
the other party.
14. Applicable Law.
This Agreement shall be governed by and all disputes related hereto shall be determined in
accordance with the laws of the Commonwealth of Virginia.
15. Subject to Appropriations.
While recognizing that the RIFA, as a political subdivision of the Commonwealth of Virginia, is not
empowered to make any binding commitment beyond the current fiscal year of the RIFA, it is the current
intention of the RIFA to make sufficient annual appropriations to make payment under this Agreement.
Notwithstanding anything in this Agreement to the contrary, the RIFA’s obligation to make payments under
this Agreement are subject to and dependent upon appropriations being made from time to time by or on
behalf of the Authority for such purpose.
[SIGNATURES ON THE FOLLOWING PAGES]
5.c.c
Packet Pg. 16 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
8
IN WITNESS WHEREOF, the undersigned have executed this Performance Agreement as of the
day and year first above written.
DANVILLE-PITTSYLVANIA REGIONAL
INDUSTRIAL FACILITY AUTHORITY
By: ___________
By: _____________________________
Chairman
APPALACHIAN POWER COMPANY
By: _____
By: ______________________________
Its: _________________________
5.c.c
Packet Pg. 17 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
9
Attachment 1
5.c.c
Packet Pg. 18 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
10
5.c.c
Packet Pg. 19 Attachment: 2020 Performance Agreement with APCo County and RIFA - DRD Redline - FINAL - 11.11 (002) (2272 : Berry Hill Megasite Water and
Page 1 of 4
MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING (“MOU”) is hereby made and entered
into by and between Pittsylvania County, Virginia (the “County”), the City of Danville, Virginia
(the “City”), and the Danville-Pittsylvania Regional Industrial Facility Authority (“RIFA”)
(singularly the “Party,” collectively the “Parties”).
A. PURPOSE:
The purpose of this MOU is to outline in reasonable detail the mutual obligations of the
Parties to this MOU regarding providing water and sewer in the Southern Virginia Megasite at
Berry Hill (“MEGASITE”).
B. COMMENCEMENT/TERMINATION OF MOU:
This MOU shall be in full force and legal effect immediately upon execution by the last
Party to the MOU (the “Commencement Date”), and shall remain in full force and legally effect
until ______________________________, or either Party provides thirty (30) days’ written notice
to the other Party via certified mail to the address contained in Section D.2. infra.
C. TERMS, CONDITIONS, AND OBLIGATIONS:
The Parties to this MOU hereby agree to be fully legally bound in all aspects to the below
terms, conditions, and obligations contained in this MOU:
1. RIFA and the County shall transfer the responsibility to serve the MEGASITE to
the City (the “Project”).
2. The City shall adhere to all the requirements of existing water and sewer
agreements in place between the Pittsylvania County Service Authority (PCSA) and the City of
Eden, unless otherwise agreed to by the City of Eden (attached hereto and made a part hereof).
3. The City shall only serve the customers directly tapped on to the lines it
acquires/constructs leading to and within the SVM unless otherwise approved by the Board of
Supervisors.
4. Rates within the MEGASITE shall be set by the City Council after recommendation
from the Danville Utilities Commission.
5. The City shall serve all customers according to the City of Danville, VA ordinances
and policies that currently exist for all its customers. The City of Danville’s City Council will be
the ultimate authority to make changes to ordinances and policies.
5.c.d
Packet Pg. 20 Attachment: SVMPUtilitiesMOU091019 (2272 : Berry Hill Megasite Water and Wastewater MOU (Staff Contact: David M. Smitherman))
Page 2 of 4
6. The City shall receive the benefit of all County and RIFA work products necessary
to serve the MEGASITE and shall reimburse the County and RIFA for their construction,
engineering, and related matching costs. This includes infrastructure already constructed and
owned by the PCSA and infrastructure owned and/or under construction by RIFA for the purpose
of serving the MEGASITE. For those portions of the project that were built for the purpose of
serving MEGASITE, the City will reimburse the actual local match. For other infrastructure
owned by PCSA, the City will pay the current depreciated value. Repayment of these expenses to
the County and RIFA shall commence once “Project 500” is complete and tax revenue is generated.
Payments shall be $200,000 per year until paid off.
7. Upon execution of this agreement, RIFA shall initiate all engineering, permitting
and construction of the water and sewer infrastructure necessary to serve “Project 500” and all
engineering and permitting necessary for future water infrastructure labeled as “Future Southern
Connection” as depicted on Exhibit A, attached. The City agrees to administer the completion of
this work on behalf of RIFA and agrees to coordinate with “Project 500” to complete construction
of this infrastructure by April 1, 2021. The City agrees to reimburse RIFA for all cost of this work,
excluding Grant funding, as it progresses.
8. RIFA shall assign all previously negotiated capacity charges to City, which it shall
use, at its discretion, to pay for infrastructure within the MEGASITE and/or to buy down the City
of Eden’s (“Eden”) rate to ensure a favorable rate of water delivered by Eden to City.
9. The City, in consultation with RIFA will determine whether capacity charges are
necessary for future prospects locating in the MEGASITE. The funds generated would be used to
buy down infrastructure costs within the MEGASITE.
10. The County and City shall cooperatively seek Grant opportunities for the Project,
including funding to construct the section of water lines serving the southern portion of the
MEGASITE, which would provide a redundant feed to Project 500.
11. If the County uses its Tobacco Commission Southside Allocation to receive
grants/loans toward the cost of infrastructure, a mechanism to pay back that allocation shall be
formulated at a future date once the Project produces a positive margin (profit), as determined by
the City’s Biennial Rate Study.
12. If the Biennial Rate Study shows a margin and/or profit, a portion of said margin
and/or profit, to be determined at a future date, not used to reimburse any Grant Funds, shall be set
aside in a Capital Reserve Fund to pay for any additional infrastructure within the MEGASITE.
Said Fund shall terminate once the MEGASITE is fully served.
D. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE
PARTIES THAT:
5.c.d
Packet Pg. 21 Attachment: SVMPUtilitiesMOU091019 (2272 : Berry Hill Megasite Water and Wastewater MOU (Staff Contact: David M. Smitherman))
Page 3 of 4
1. MODIFICATION. Modifications within the scope of the MOU shall be made by
mutual consent of the Parties, by the issuance of a written modification, signed and dated by all
Parties, prior to any changes being made.
2. PRINCIPAL CONTACTS.
County: City:
David Smitherman, County Administrator Ken Larking, City Manager
RIFA:
Fred Shanks, Chairman
3. GOVERNING LAW, VENUE, MEDIATION, AND LEGAL FEES/COSTS.
A. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
B. Venue: If legal action by either Party is necessary for or with respect to the
enforcement of any or all of the terms and conditions hereof, then exclusive venue therefore shall
lie in Danville, Virginia.
C. Mediation:
1. Good faith mediation shall be a condition precedent to the filing of any litigation in law
or equity by either Party against the other Party relating to this Agreement. Before the
remedies provided for in this Section may be exercised by either Party, such Party shall give
written notice to the other Party that such Party believes that an event of default or impasse under
this Agreement may have occurred, specifying the circumstances constituting the event of default
or impasse in sufficient detail that the other Party will be fully advised of the nature of the event
of default or impasse. The responding Party shall prepare and serve a written response thereto
within ten (10) business days of receipt of such notice. A meeting shall be held within ten (10)
business days after the response between the Parties to attempt in good faith to negotiate a
resolution of the dispute.
2. If the Parties are unable to resolve the dispute through the above-process, the Parties
shall attempt to resolve the controversy by engaging a single mediator, experienced in the subject
matter, to mediate the dispute. The mediator shall be mutually selected by the Parties, to the
controversy and conduct mediation at a location to be agreed upon by the Parties or absent
agreement, by the mediator. Within two (2) business days of selection, the mediator shall be
furnished copies of the notice, this Agreement, response, and any other documents exchanged by
the Parties. If the Parties and the mediator are unable to settle the same within thirty (30) days
from selection, or such other time as the Parties agree, the mediator shall make a written
recommendation as to the resolution of the dispute. Each Party, in its sole discretion, shall accept
or reject such recommendation in writing within ten (10) days. Should the Parties be unable to
agree upon a single mediator within five (5) business days of the written response of the responding
Party, the Parties jointly, shall agree upon the selection of a neutral third-party agreed upon by the
5.c.d
Packet Pg. 22 Attachment: SVMPUtilitiesMOU091019 (2272 : Berry Hill Megasite Water and Wastewater MOU (Staff Contact: David M. Smitherman))
Page 4 of 4
Parties, to appoint a mediator, experienced and knowledgeable in the matters which are the subject
of the dispute. The costs of the Mediator and the mediation shall be shared equally by the Parties
to the dispute.
3. Notwithstanding the preceding paragraphs, the Parties reserve the right to file suit
or pursue litigation. The Parties consent to selection of a mediator by any Court shall not constitute
consent to jurisdiction of such court or waiver of defenses as to venue or jurisdiction.
D. Legal Fees/Costs: At all times under this Agreement, each Party shall be
responsible for its own legal fees and costs.
IN WITNESS WHEREOF, the Parties hereto have executed this MOU as of the last date
written below.
WITNESS the following signatures and seals:
Insert signature blocks
5.c.d
Packet Pg. 23 Attachment: SVMPUtilitiesMOU091019 (2272 : Berry Hill Megasite Water and Wastewater MOU (Staff Contact: David M. Smitherman))
Economic Development Committee
EXECUTIVE SUMMARY
INFORMATION ITEM
Agenda Title: IDA Membership and Staffing Discussion (Staff Contact: David M.
Smitherman)
Staff Contact(s): Matthew D. Rowe
Agenda Date: November 17, 2020 Item Number: 6.a
Attachment(s):
Reviewed By:
As the Committee is aware, the Pittsylvania County Industrial Development Authority (“IDA”)
will soon be largely comprised of members with less than two (2) years’ tenure. The IDA will
also have new support Staff considering the recent retirement of Brenda O. Robertson, former
IDA Clerk. County Staff suggests that the Committee consider ways to work with the IDA and
consider creating an IDA "scope of work.”
6.a
Packet Pg. 24
Economic Development Committee
EXECUTIVE SUMMARY
INFORMATION ITEM
Agenda Title: Danville-Pittsylvania Economic Development Alliance Update (Staff
Contact: David M. Smitherman)
Staff Contact(s): David M. Smitherman
Agenda Date: November 17, 2020 Item Number: 6.b
Attachment(s):
Reviewed By:
David M. Smitherman, County Administrator, will provide the Committee an update on the
recently created Danville-Pittsylvania Economic Development Alliance.
6.b
Packet Pg. 25
Economic Development Committee
EXECUTIVE SUMMARY
INFORMATION ITEM
Agenda Title:
Consultation with legal counsel employed or retained by a public body
regarding specific legal matters requiring the provision of legal advice by
such counsel. (Staff Contact: J. Vaden Hunt, Esq.)
Staff Contact(s): J. Vaden Hunt, Esq.
Agenda Date: November 17, 2020 Item Number: 8.a
Attachment(s):
Reviewed By:
(1) Legal Authority: Virginia Code § 2.2-3711(A)(8)
Subject Matter: AEP Transmission Line Relocation
Purpose: Legal Consultation/Discussion of Transmission
Line Relocation Funding Agreement
(2) Legal Authority: Virginia Code § 2.2-3711(A)(8)
Subject Matter: Projects Unison, Harlow, and Kyocera
8.a
Packet Pg. 26
Purpose: Legal Consultation/Review
of Local Performance
Agreements
Economic Development Committee
EXECUTIVE SUMMARY
INFORMATION ITEM
Agenda Title: Closed Session Certification
Staff Contact(s): J. Vaden Hunt, Esq.
Agenda Date: November 17, 2020 Item Number: 9.a
Attachment(s):
Reviewed By:
PITTSYLVANIA COUNTY BOARD OF SUPERVISORS’
ECONOMIC DEVELOPMENT COMMITTEE
CLOSED MEETING CERTIFICATION
BE IT RESOLVED, at Pittsylvania County Board of Supervisors’ Economic
Development Committee (“Committee”) Meeting on November 17, 2020, the Committee hereby
certifies by a recorded vote that to the best of each Committee Member’s knowledge only public
business matters lawfully exempted from the Open Meeting requirements of the Virginia
Freedom of Information Act (“Act”) and identified in the Motion authorizing the Closed Meeting
were heard, discussed, or considered in the Closed Meeting. If any Committee Member believes
that there was a departure from the requirements of the Act, he shall so state prior to the vote
indicating the substance of the departure. The Statement shall be recorded in the Committee’s
Minutes.
Vote
Timothy W. Dudley Yes/No
Ronald S. Scearce Yes/No
Robert (“Bob”) W. Warren Yes/No
9.a
Packet Pg. 27