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Resolution
ProJet Aircraft Services
WHEREAS, ProJet has made known its intent to locate its management
and operational aircraft facility out of the Winchester Regional Airport by making new taxable
real estate and new personal property investments and new jobs; and
WHEREAS, the company meets the policy guidelines of the Frederick County Economic
Development Incentive Fund as established by the Winchester-Frederick County Economic
Development Commission in 1995;
BE IT RESOLVED, that the Board of Supervisors for the County of Frederick, Virginia
does hereby approve and appropriate the payment of up to $120,000.00 to the Industrial
Development Authority of Frederick County, Virginia from the Frederick County Economic
Development Incentive Fund to locate ProJet's management and operational aircraft facility in
Frederick County, Virginia.
BE IT RESOLVED, that said funds are subject to an executed Memorandum of
Understanding outlining the required performance criteria.
BE IT FURTHER RESOLVED, that the Board of Supervisors for the County of Frederick,
Virginia, does authorize the County Administrator to execute the Memorandum of
Understanding on its behalf.
Upon motion duly made by Barbara Van Osterseconded by Garv W. Dove
and on the votes hereafter recorded,
ADOPTED, this 26h day July , 2006.
Richard C. Shickle
Gene E. Fisher
Philip A. Lemieux
Charles S. DeHaven
Aye Gary W. Dove Aye
Aye Barbara E. Van Osten Aye
Aye Bill M. Ewing Aye
Aye
A COPY TEST
P` ~ ~ ~ ~
~.6hn R. Riley, Jr.
Clerk, Board of Supervisors
Resolution No.: 001-06
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING, (the "Memorandum")made and dated this X'~ day of X,
2006, evidences the agreement among the COUNTY OF FREDERICK, VIRGINIA, a political subdivision of
the Commonwealth of Virginia (the "County"), the INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF FREDERICK, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the
"IDA"), the WINCHESTER-FREDERICK COUNTY ECONOMIC DEVELOPMENT COMMISSION, a
joint commission of the City of Winchester, Virginia and Frederick County, Virginia (the "Commission"),
and PROJET AIRCRAFT SERVICES ("PROJET"), a Virginia corporation, regarding an equipment
expansion in their Frederick County, Virginia facility.
RECITALS
- A. PROJET intends to invest not less than Eight Hundred Thousand Dollars ($800,000.00) in
new taxable real estate, to invest not less than Twenty Three Million Dollars
($23,000,000.00) in new taxable aircraft and to create not less than Five (5) net new full-time
jobs (collectively the "Project") at its management and operational aircraft facility to be
located within the Winchester Regional Airport in Frederick County, Virginia (the
"Facility").
B. The County agrees to make a cash grant to the IDA in the sum of no more than One Hundred
Twenty Thousand Dollars ($120,000.00) (the "County Grant"), and the IDA agrees, upon
receipt of such funds, to make a cash grant to PROJET in the amounts set forth hereinafter (the
"IDA Grant") to be applied and expended by PROJET in order to complete the Project, as more
fully set forth hereinafter. The IDA, as administrator of the IDA Grant, upon receipt of the
County Grant, shall disburse such funds to PROJET as partial reimbursement for cost incurred as
a result of the PROJECT, as more fully set forth hereinafter.
MOU: Project Aircrafr Services page 1 of 5
Frederick County, Virginia
NOW THEREFORE WITNESSETH: That for and in consideration in the sum of Ten Dollars ($10.00),
cash in hand paid by each of the parties hereto unto the other, the receipt and sufficiency of which is hereby
acknowledged, and other consideration deemed adequate at law, including, but not limited to, the covenants
and conditions set forth in this Memorandum, the parties do hereby agree as follows:
1. Recitals: The Recitals are made a material part hereof and incorporated herein by reference as if
set out in full.
2. Terms and Conditions of Disbursement:
a. The obligation of the IDA to make disbursement of the IDA Grant to PROJET upon the
terms and conditions set forth hereinafter is expressly contingent upon receipt of the County
Grant by the IDA.
b. Provided that the IDA receives the County Grant in a timely fashion, the IDA shall disburse
the sum of Forty Thousand Dollars ($40,000.00) to PROJET after July 1, 2006, but no later
than October 1, 2006.
_ c. Provided that the IDA receives the County Grant in a timely fashion, and further provided
that PROJET provides proof of personal property taxes paid to the County on not less than
Eleven Million Dollars ($ l l ,000,000.00) of taxable aircraft, the IDA shall disburse the sum
of Thirty Seven Thousand Dollars ($37,000.00) to PROJET within ninety (90) working days
of receipt and confirmation of proof of such taxes paid to the County. The amount of the
IDA Grant will be decreased proportionally to the value of the taxable aircraft. For example,
if the actual value ofthe taxable aircraft is $8 million then the potential IDA Grant would be
$26,900.00.
d. Provided that the IDA receives the County Grant in a timely fashion, and further provided
that PROJET provides proof of additional personal property taxes paid to the County on not
less than Twelve Million ($12 million) of additional taxable aircraft, the IDA shall disburse
the sum of Forty Three Thousand Dollars ($43,000.00) to PROJET within ninety (90)
working days of receipt and confirmation of proof of such additional taxes paid to the
MOU: Project Aircraft Services page 2 of 5
Frederick County, Virginia
County. The amount of the IDA Grant will be decreased proportionally to the value of the
additional taxable aircraft. For example, if the actual value of the additional taxable aircraft
is $8 million then the potential 1DA Grant would be $28,700.00.
3) Reimbursement/Default: PROJET agrees to make reimbursement to the IDA of the IDA Grant,
as described in Section 4 below, in the event that PROJET fails to satisfy all of the following
terms and conditions (the "Conditions"), as reasonably determined by the IDA:
a. PROJET acquires and has fully operational new taxable real estate in an amount of not
less than $800,000.00 and create not less than 3 net new full-time jobs at the Facility
located in the County, on or before December 1, 2007;
b. PROJET acquires and has fully operational new taxable aircraft in an amount of not less
than $10,000,000.00 at the Facility located in the County, on or before December 1,
2008;
c. PROJET acquires and has fully operational new additional taxable aircraft in an amount
_ of not less than $11,000,000.00 at the Facility located in the County, on or before
December 1, 2009;
d. PROJET employees created by the Project, exclusive of executive management, will
average an annual salary of not less than $52,000.00, excluding benefits;
e. PROJET maintains the level of taxable investment, new jobs and wage levels as part of
the Project until December 1, 2011; and
f PROJET continues the operation of the Project in the County for a four (4) year period
commencing on December 1, 2009, until December 1, 2013.
4. Re und:
a. In the event that PROJET fails to meet all of the Conditions
set forth in Section 3, above, then and in that event PROJET shall refund to the IDA all
or such portion of the IDA Grant as is proportionate to PROJET's shortfall in satisfying
the Conditions (the "PROJET Refund") as reasonably determined by the IDA.
MOU: Project Aircraft Services page 3 of 5
Frederick County, Virginia
b. Notwithstanding the foregoing, however, if PROJET has met ninety percent (90%) of
the investment and employment goals set forth in this Memorandum as described in
Section 3 (a), (b), & (c) above, maintains that ninety percent (90%) level of investment
and jobs created through the Project for a period of two (2) years beginning on
December 1, 2009, until December 31, 2011, and remains fully operational in the
County, for a period of four (4) years commencing on December 1, 2009, until
December 31, 2013, then and in that event, PROJET shall be deemed to have
substantially complied with the terms of this Memorandum and shall not be obligated to
repay the PROJET Refund or any portion thereof unto the IDA.
S. Cooperation: The County agrees to use its best efforts to "fast track" any building permits
required for the construction and installation of the Facility by PROJET so that the
appropriate building permits, if otherwise prepazed and submitted in proper form, can be
issued in a timely manner in order to meet the deadlines set forth above. Nothing contained
in this Section S shall be interpreted to in any way require the County to issue any building
permits unless and until all applicable terms and conditions as required by law for such
building permits have been met and satisfied by PROJET.
6. Time: Time is of the essence as to all matters set forth in this Memorandum.
7. Binding Effect: This Memorandum shall be binding upon and inure to the
benefit of the parties hereto and their respective successors upon the date of acceptance of
this Memorandum.
8. Construction: This Memorandum and the terms thereof shall be interpreted and construed
in accordance with the laws of the Commonwealth of Virginia.
9. Assignment: This Memorandum may not be assigned by any party hereto.
10. Ratification and Imnlementation• This Memorandum must be fully ratified by
al] parties hereto not later than 5:00 p.m. on July ], 2006, and the implementation by
MOU: Project Aircrafr Services page 4 of 5
Frederick County, Virginia
PROJET of the terms of this Memorandum must have commenced by October 30, 2006;
otherwise, this Memorandum and the terms hereof shall be deemed withdrawn and shall be
of no further force and effect, and any FUNDS disbursed by the IDA to PROJET shall
immediately be refunded by PROJET to the IDA.
Witness these signatures and seals:
COUNTY OF FREDERICK, VIRGINIA
By ~ (SEAL)
Jo R ley, Jr., Coun Administrator
INDUS'T'RIAL DE VELOPMENT AUTHORITY OF THE
COUNTY OF FREDERICK, VIRGINIA
By: (SEAL)
WINCHESTER-FREDERICK COUNTY ECONOMIC
DEVELOPMENT COMMISSION
By: (SEAL)
PROJET
I3y: (SEAL)
MOU: Project Aircraft Services
Frederick County, Virginia page 5 of 5
- ,WINCHESTER
FREDERICK COUNTY
VIRGINIAEDC
DATE: July 12, 2006
TO: Frederick County Board of Supervisors
FROM: Patrick Barker, Executive Director
CC: John R. Riley, Jr., County Administrator
RE: Local Government Agreements for ProJet Aircraft Services
Attached for your review and comments are the Memorandum of Understanding (MOU)
and BOS resolution for ProJet Aircraft Services. As you recall, BOS seemed favorable to
providing up to $ 120,000 from Frederick County's Economic Development Incentive Fund
to secure this location.
I would like to request that the MOU and BOS resolution for this project be placed on the
BOS's July 26`" agenda.
Thanks for your help. I am available if you have any questions or comments on these
"~ materials for this project.
Your Move. Our Commitment.
95 East Boscav,~en Street • Winchester. VA 22601 • 590-b65-0973 • Fax 540-722-0609 • wwwwinva.com