EDAAgenda2025February18
ECONOMIC DEVELOPMENT AUTHORITY
| TUESDAY, FEBRUARY 18TH |
| 8:00 AM |
COUNTY ADMINISTRATION BUILDING @ FIRST FLOOR CONFERENCE ROOM
107 KENT STREET WINCHESTER, VA
1. Call to Order
2. Partner Showcase – Frederick County Public Schools
Presentation by EDA partners, Frederick County Public Schools, to include an
overview of their operations and activities and how they interact with the EDA.
3. Approval of Minutes – January 2, 2025|| ACTION
Review and approval of minutes from last meeting, if appropriate
4. Treasurer’s Report || ACTION
Review and approval of latest Treasurer’s Report, if appropriate
5. Large Project Ready Sites Concept | Next Steps || ACTION
Discussion on next steps to the strategy to increase the availability of large
project ready sites to facilitate new development and support larger scale
projects.
6. Target Industry Study Update || ACTION
Annual update to the identification of target industry sectors
7. Ordinance Amendment – Data Centers || ACTION
Review the proposal seeks to add a definition for data center and additional
regulations for specific uses
8. Such other business as may come before this Authority
MINUTES
ECONOMIC DEVELOPMENT AUTHORITY
| THURSDAY, JANUARY 2, 2025 |
A meeting of the Frederick County Economic Development Authority was held on
Thursday, January 2, 2025, at 8:00 a.m. in the County Administration Building, First
Floor Conference Room, 107 North Kent Street, Winchester, Virginia.
PRESENT: Judy McCann-Slaughter, Diane Kearns, Bryan Fairbanks, Rick Till and
Gary Lofton. Due to illness, Stan Crockett, participated remotely and the Board
approved his doing so.
STAFF: Patrick Barker, Shayla Rickard, Wendy May, and Donna McIlwee, Frederick
County Economic Development Authority; and Michael Bryan, EDA Attorney.
MEETING CALLED TO ORDER: Chairman Till called the meeting to order at 8:00 a.m.
ANNUAL MEETING
Mr. Bryan presided for this portion of the meeting. The following nominations were made and
seconded: Rick Till, Chairman; Stan Crockett, Vice Chairman; and Jay Tibbs,
Secretary/Treasurer. All were elected by the following recorded vote:
J. Stanley Crockett Aye
Bryan Fairbanks Aye
Diane Kearns Aye
Gary Lofton Aye
Judy McCann-Slaughter Aye
Karen Swecker Absent
Rick Till Aye
Following the election of officers, the first Thursday of each month at 8 a.m. at 107 N. Kent
Street was established for regular monthly Board meetings.
INDUSTRIAL BOND ISSUANCE OF ECONOMIC DEVELOPMENT AUTHORITIES
Due to the illness of the presenter from McGuire Woods, this was moved to a future meeting.
Page 2 of 5
Frederick County EDA Meeting Minutes | January 2, 2025
APPROVAL OF MINUTES
The minutes from the December 5, 2024, meeting were presented. On motion duly made
by Ms. McCann-Slaughter and seconded by Mr. Lofton, the minutes were approved as
presented by the following recorded vote:
J. Stanley Crockett Aye
Bryan Fairbanks Abstain (due to his absence at that meeting)
Diane Kearns Aye
Gary Lofton Aye
Judy McCann-Slaughter Aye
Karen Swecker Aye
Rick Till Aye
TREASURER'S REPORT
Mr. Barker submitted the following report:
Checking Account - Bank of Clarke as of November 30, 2024 - $18,875.72
Intrafi Account – Bank of Clarke as of November 30, 2024 - $3,087,583.60
Mr. Fairbanks asked why we keep $18,000 in a non-interest bearing account instead
of doing a sweep to an interest bearing one. Mr. Barker will discuss with Mr. Tibbs.
On motion of Ms. McCann-Slaughter, seconded by Mr. Fairbanks, the Treasurer’s
Report was approved collectively by the following recorded vote:
J. Stanley Crockett Aye
Bryan Fairbanks Aye
Diane Kearns Aye
Gary Lofton Aye
Judy McCann-Slaughter Aye
Karen Swecker Absent
Rick Till Aye
PERFORMANCE AGREEMENTS – HP HOOD AND DESI FRESH FOODS
Mr. Barker explained that the Agreement for HP Hood covers their recent $84.3 million
expansion and the Agreement for Desi Fresh Foods covers the location of its operation to
Frederick County. Both Agreements have been reviewed by all legal parties and approved by
the BOS at their December 11, 2024, meeting. Staff us seeking the Authority’s review, feedback
and, if appropriate, adoption of both Agreements.
Page 3 of 5
Frederick County EDA Meeting Minutes | January 2, 2025
Mr. Lofton stated that, although detailed performance reports are required by both
Agreements, there is no timeframe established when these reports are to be submitted. Mr.
Barker stated this is covered in Section 5 of the Agreements.
On motion of Mr. Lofton, seconded by Mr. Fairbanks, both Performance Agreements were
approved by the following recorded vote:
J. Stanley Crockett Aye
Bryan Fairbanks Aye
Diane Kearns Aye
Gary Lofton Aye
Judy McCann-Slaughter Aye
Karen Swecker Absent
Rick Till Aye
REMOTE MEETING POLICY
Mr. Barker stated that, as required by State Code, the EDA must adopt its Remote Participation
Policy on an annual basis. While no changes are currently suggested to the policy, it is crucial
that the EDA formally adopts it to ensure compliance. Key points in the policy are that the EDA
cannot allow any Board member to participate remotely in a meeting unless the policy has
been adopted for that year and for meetings where remote participation occurs, at least four
Board members must be physically present to satisfy the State Code’s quorum requirement.
Ms. Kearns made a motion to adopt the Remote Meeting Policy. Motion was seconded by Mr.
Lofton and approved by the following recorded vote:
J. Stanley Crockett Aye
Bryan Fairbanks Aye
Diane Kearns Aye
Gary Lofton Aye
Judy McCann-Slaughter Aye
Karen Swecker Absent
Rick Till Aye
LARGE PROJECT READY SITES STRATEGY
Mr. Barker stated that, as directed by the Frederick County BOS during the Joint Meeting, the
EDA is tasked with creating an innovative and aggressive plan to expand the number of large
project ready sites. This initiative aims to enhance Frederick County’s attractiveness to the
EDA’s Target Industry Sectors and align with the EDA’s mission to attract businesses that create
high-quality jobs and drive new capital investment. Given the competitive nature of site
development, a creative and proactive approach will likely be necessary to achieve these goals
Page 4 of 5
Frederick County EDA Meeting Minutes | January 2, 2025
and the plan should also be tailored to leverage the $200+ million available through the Virginia
Business Ready Sites Program Grant Program.
He further stated many options exist for increasing the number of large project ready sites and
any strategy to accomplish this should 1) identify sites, 2) evaluate their feasibility, 3) secure
the necessary entitlement, and 4) secure at least a Tier 3 status of the Virginia Business Ready
Site Program. Three high-level strategies designed to meet these objectives were reviewed.
Plan #1 would begin with a public solicitation to owners of desired sites, followed by a review
and ranking process to identify the most promising opportunities. Once sites are selected, the
EDA would secure a Memorandum of Understanding (MOU) with the property owner and
proceed, concurrently, with an EDA-funded rezoning and an application to the Virginia Business
Ready Site Program (VBRSP).
Plan #2 follows a similar strategy to Plan #1 but begins with an internal staff assessment to
identify and prioritize potential sites. Engagement with landowner(s) would follow to gauge
interest and participation. An MOU would be developed, concurrently, with an EDA-funded
rezoning and submission of a VBRSP application.
Plan #3 involves hiring a third-party consultant to conduct a thorough assessment of potential
sites. Following the assessment, the process mirrors that of Plan #2.
Mr. Bryan requested information concerning the number of public vs. private sites in other
areas. Mr. Barker will obtain a breakdown for the EDA Board.
Ms. Kearns asked what happens if the property does not sell after going through this process.
She stated it’s important that the property owner don’t feel like their land is being taken away
by the government. Also, who determines the asking price for the site. Mr. Barker stated the
asking price aspect is important because it has to be included in the VBRSP application. He is
most interested in Tier 3 readiness and if the site is market friendly.
Ms. McCann-Slaughter suggested looking at the Comprehensive Plan to identify sites for
solicitation.
Mr. Fairbanks stated a concern with Plan #2 if we do not open to public solicitation.
Mr. Barker was asked his preference. He stated that he prefers Plan #2, speed wise, and Plan
#1 for fairness.
After discussion, the consensus was Plan #2 in 2025, then public solicitation later; Plan #3
eliminated, and Plan #1 later but not in 2025.
Page 5 of 5
Frederick County EDA Meeting Minutes | January 2, 2025
Mr. Barker will work on developing a MOU and creating an evaluation matrix for Board’s
discussion in February. Ms. McCann-Slaughter requested the information be sent to the EDA
Board before the meeting packet goes out.
FREDCO EATS: RESTAURANT WEEK
Ms. May, Marketing Manager, reported that the 4th annual Restaurant Week will be January 27
through February 2. The 2nd annual Cultivate Your Agribusiness Conference will be held
February 20 at Laurel Ridge Community College.
TARGET INDUSTRY STUDY UPDATE
Mr. Barker presented staff recommendations for sectors and subsectors as Targeted Industry
Sectors, which is identical to previously approved sectors. Staff is seeking the Authority’s input,
discussion, and endorsement, if deemed appropriate, to advance our strategic direction.
Mr. Lofton asked what industries currently in Frederick County are involved in petroleum
manufacturing since that sector is listed under Advanced Manufacturing. Mr. Barker will have
that information for the February meeting.
SUCH OTHER BUSINESS AS MAY COME BEFORE THIS AUTHORITY
Mr. Till reported that he, Mr. Barker and Mr. Lofton had met with the Stephens City Town
Manager to discuss the ongoing problem between Frederick Water and the Town as discussed
by Mr. Lawrence in his presentation at our December meeting. The Town has received a grant
that the Town Manager feels will pay for what needs to be done to correct the problem.
Mr. Till thanked Mr. Barker for his effort in helping to get the new Publix grocery store to locate
in Stephens City. Mr. Barker will continue with his grocery store contacts.
The Winchester Airport will have a grand opening at their new terminal on January 9, 5 p.m. – 8
p.m.
ADJOURN
There being no further business to come before this Authority, the meeting was adjourned at
9:10 a.m.
________________________________ ____________________________
Richard Till Jay Tibbs
Chairman Secretary
TREASURER'S REPORT SYNOPSIS
ECONOMIC DEVELOPMENT AUTHORITY
December 31, 2024
BANK OF CLARKE COUNTY
Beginning Bank Statement Balance - as of November 30, 2024 $18,875.72
Total Deposits $0.00
Total Disbursements -$5,135.00
BANK STATEMENT BALANCE AS OF December 31, 2024 $13,740.72
BANK OF CLARKE - INTRAFI ACCOUNT
Beginning Bank Statement Balance - as of November 30, 2024 $3,087,583.60
Total Deposits $9,210.82
Total Disbursements $0.00
BANK STATEMENT BALANCE AS OF December 31, 2024 $3,096,794.42
TREASURER'S REPORT
ECONOMIC DEVELOPMENT AUTHORITY
December 31, 2024
BANK OF CLARKE COUNTY
Beginning Bank Statement Balance - as of November 30, 2024 $18,875.72
Deposits
TOTAL DEPOSITS $0.00
Disbursements
1636 12/2/2024 Michael L. Bryan, Legal Fees -$1,657.50
1637 12/19/2024 Michael L. Bryan, Legal Fees -$3,477.50
TOTAL DISBURSEMENTS -$5,135.00
BANK STATEMENT BALANCE AS OF December 31, 2024 $13,740.72
TREASURER'S REPORT
ECONOMIC DEVELOPMENT AUTHORITY
December 31, 2024
BANK OF CLARKE - INTRAFI ACCOUNT
Beginning Bank Statement Balance - as of November 30, 2024 $3,087,583.60
Deposits
12.31/24 Interest $9,210.82
TOTAL DEPOSITS $9,210.82
Disbursements
TOTAL DISBURSEMENTS $0.00
BANK STATEMENT BALANCE AS OF December 31, 2024 $3,096,794.42
** $1,907,000 represents proceeds from the sale of the Robinson School properties.
Contact Us
Account
Economic Development Authority of the Co
Date
12/31/2024
Page
1 of 2
IntraFi Cash ServiceSM, or ICS®, Monthly Statement
The following information is a summary of activity in your account(s) for the month of December 2024 and the list of FDIC-insured institution(s)
that hold your deposits as of the date indicated. These deposits have been placed by us, as your agent and custodian, in deposit accounts
through IntraFi Cash Service. Funds in your deposit accounts at the FDIC-insured institutions at which your funds have been placed will be
"deposits," as defined by federal law.Certain conditions must be satisfied for "pass-through" FDIC deposit insurance coverage to apply. To meet
the conditions for pass-through FDIC deposit insurance, deposit accounts at FDIC-insured banks in IntraFi's network that hold deposits placed
using an IntraFi service are titled, and deposit account records are maintained, in accordance with FDIC regulations for pass-through coverage.
Summary of Accounts
Account ID Deposit Option Interest Rate Opening Balance Ending Balance
Demand 3.33%$3,087,583.60 $3,096,794.42
TOTAL $3,087,583.60 $3,096,794.42
CONTAINS CONFIDENTIAL INFORMATION IntraFi and ICS are registered service marks, and IntraFi Cash Service is a service mark, of IntraFi Network LLC.
Bank of Clarke
PO Box 391
Berryville, VA 22611
Economic Development Authority of the Co
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RETURN SERVICE REQUESTED
DETAILED ACCOUNT OVERVIEW
Account ID:
Account Title: Economic Development Authority of the Co
Account Summary - Demand
Statement Period 12/1-12/31/2024 Average Daily Balance $3,087,880.72
Previous Period Ending Balance $3,087,583.60 Interest Rate at End of Statement Period 3.33%
Total Program Deposits 0.00 Annual Percentage Yield Earned 3.57%
Total Program Withdrawals (0.00) YTD Interest Paid 123,411.85
Interest Capitalized 9,210.82
Current Period Ending Balance $3,096,794.42
Account Transaction Detail
Date Activity Type Amount Balance
12/31/2024 Interest Capitalization $9,210.82 $3,096,794.42
Summary of Balances as of December 31, 2024
FDIC-Insured Institution City/State FDIC Cert No.Balance
BOKF, National Association Tulsa, OK $247,736.92
Banc of California Los Angeles, CA 247,736.92
Citizens Bank, National Association Providence, RI 247,736.92
Comerica Bank Dallas, TX 123,951.41
First-Citizens Bank & Trust Company Raleigh, NC 247,736.89
Flagstar Bank, N.A.Hicksville, NY 247,736.92
Pinnacle Bank Nashville, TN 247,736.92
Raymond James Bank St. Petersburg, FL 247,736.92
The Huntington National Bank Columbus, OH 247,736.92
Truist Bank Charlotte, NC 247,736.92
Valley National Bank Morristown, NJ 247,736.92
Western Alliance Bank Phoenix, AZ 247,736.92
Zions Bancorporation, N. A.Salt Lake City, UT 247,736.92
Date
12/31/2024
Page
2 of 2
CONTAINS CONFIDENTIAL INFORMATION IntraFi and ICS are registered service marks, and IntraFi Cash Service is a service mark, of IntraFi Network LLC.
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DATE: February 3, 2025
TO: Board of Directors,
Frederick County Economic Development Authority
FROM: Patrick Barker, CEcD
Executive Director
CC: Jay Tibbs
Deputy County Administrator
RE: EDA Partner Showcase || Frederick County Public Schools
Over the past year, EDA partners have been invited to present to the Board at a regular
interval. The presentation includes an overview of the entity’s operations and activities and
how they interact with the EDA.
As you are aware, public education is a critical factor in attracting economic industry targets, as
it ensures a skilled and educated workforce to meet the demands of advanced industries.
Strong schools also enhance the quality of life for employees and their families, making the
region more appealing for both talent and business investment. A robust education system
signals a community’s commitment to long-term growth and innovation. To that end, Frederick
County Public Schools (FCPS) will be presenting its operations and plans as they relate to the
EDA’s strategic plan.
FCPS serves over 14,000 students across its 23 schools, including elementary, middle, and high
schools. Known for its commitment to academic excellence and innovation, FCPS offers a wide
range of programs, including advanced placement courses, career and technical education, and
extracurricular activities to support diverse student interests and career pathways.
In attendance from FCPS will be:
Dr. George Hummer, Superintendent
Mrs. Shante Knight, Assistant Superintendent for Instruction
Mrs. Alison Post, Supervisor of Career & Technical Education
DATE: February 3, 2025
TO: Board of Directors,
Frederick County Economic Development Authority
FROM: Patrick Barker, CEcD
Executive Director
CC: Jay Tibbs
Deputy County Administrator
RE: Large Project Ready Sites Concept | Next Steps
As you recall, at the January meeting, the EDA Board endorsed proceeding with a plan to
expand the number of Large Project-Ready sites. This approach begins with an internal staff
assessment to identify and prioritize potential sites. Once
sites are selected, the EDA will initially secure non-
binding Memorandum of Understanding (NB MOU) with
the property owner(s) and proceed concurrently with an
EDA-funded rezoning and an application to the Virginia
Business Ready Site Program (VBRSP).
Key steps in the selected plan include:
Staff-led evaluation of sites to determine
suitability.
Engagement with landowner(s) to gauge interest
and participation.
Execution of an NB MOU and then an Agreement
if move forward
Concurrent EDA-funded rezoning and submission
of a VBRSP application.
This plan streamlines the site identification process by
leveraging staff expertise for efficient prioritization and
targeted landowner outreach, mirroring a public/private
partnership approach to site development for economic
growth. Notably, 69% (110) of the sites listed in the
Virginia Economic Development Partnership’s property
database with at least 100 acres are privately controlled,
with some being parcels within larger parks. VEDP is
actively working to identify instances of public-private
ownership to enhance development opportunities.
Page 2 of 3
Large Project Ready Sites Concept | Next Steps
Next Steps for Discussion:
Staff is seeking the Board's input and discussion on two critical components of this program:
1. The Site Evaluation Matrix: A tool to ensure objective and consistent site assessments.
2. NB MOU: The framework for formalizing landowner commitments.
A critical component of the Large Project-Ready Sites Plan involves assigning a priority level to
each of the identified sites. This prioritization will be based on a calculated per acre cost, which
considers:
Asking price of the site.
Infrastructure costs to bring roads, water, wastewater, electric, and natural gas to the
site—either currently available or feasible within 12-18 months.
The site with the lowest per acre cost will be prioritized for the Landowner Engagement
process. This data-driven approach ensures we focus our resources on the most cost-effective
opportunities first.
For your review and discussion, we have included a sample matrix to illustrate how this
evaluation could be conducted.
Site A B C D
Acreage 250 300 150 500
Asking Price $12,500,000 $12,000,000 $ 6,000,000 $20,000,000
Water $10,000,000 $15,000,000 $15,000,000 $15,000,000
Wastewater $10,000,000 $15,000,000 $15,000,000 $15,000,000
Roads $10,000,000 $15,000,000 $15,000,000 $15,000,000
Electric $10,000,000 $15,000,000 $15,000,000 $15,000,000
Natural Gas $10,000,000 $15,000,000 $15,000,000 $15,000,000
TOTAL $62,500,000 $87,000,000 $81,000,000 $95,000,000
PER ACRE $250,000 $290,000 $540,000 $190,000
PRIORITY LEVEL 2 3 4 1
Page 3 of 3
Large Project Ready Sites Concept | Next Steps
The attached draft NB MOU outlines the framework for collaboration between the EDA and
property owner(s) as part of the Large Project-Ready Sites Plan. This document was developed
in consultation with:
Austin Cano, Interim County Attorney
Jay Tibbs, Deputy County Administrator
Rick Till, EDA Chair
Mike Bryan, EDA Attorney
Key elements of the Agreement include:
The stated asking price for the property.
A focus on property transactions aligning with EDA Industry Targets.
Repayment of rezoning fees and due diligence costs, supported by an application to the
VBRSP.
This Agreement establishes a structured and collaborative approach to advancing the EDA’s
goals of expanding project-ready sites. We welcome your review and input to ensure the
framework aligns with our shared objectives.
THIS NON-BINDING MEMORANDUM OF UNDERSTANDING (the “MOU”) dated this ____ day of
______________, 2025, by and between __________________________
_____________________(the “Landowner”), and THE ECONOMIC DEVELOPMENT AUTHORITY
OF THE COUNTY OF FREDERICK, VIRGINIA (the “EDA”).
RECITALS:
A.The EDA has identified business and industry targets including, but not limited
to, the North American Industry Classification System as Codes 311, 321, 322, 323, 324, 325,
326, 327, 332, 333, 334, 345, 335, 488, 516, 518, 519, 522, 525, 541 and 551, as amended,
adopted or modified from time to time. (the “EDA Targets”) that the EDA intends to attract,
support and promote for the economical development and business success of the County of
Frederick, Virginia.
B.The Landowner is vested with fee simple title to that certain tract or parcel of
land
located in Frederick County, Virginia, being more particularly described as set forth on Exhibit
“A” attached hereto and incorporated herein by reference as if set out in full (the “Landowner
Parcel”).
C.The EDA seeks to identify one or more parcels of land which may be rezoned to a
commercial or industrial zoning category for specific uses in accordance with the EDA Targets,
and to encourage such rezoning by providing the funding for all or a portion of the expenses
incurred in rezoning the Landowner Parcel.
D.The Virginia Economic Development Partnership Authority, a political
subdivision of the Commonwealth of Virginia (“VEDP”), maintains a tier ranking of various
properties in the Commonwealth based upon the zoning, studies, assessments, infrastructure
and level of readiness for marketing and economic development purposes (the “Tier Level”). In
addition VEDP administers the Virginia Business Ready Sites Program in order to support
economic development within the Commonwealth, whose objective is to identify, assess and
improve the readiness of potential sites within Frederick County, Virginia so as to promote
development and characterization of industrial sites to enhance Frederick County’s
infrastructure, to promote Frederick County’s competitive business environment and to
facilitate increased business and commerce for its citizens.
E.The Landowner Parcel is not currently zoned for industrial or commercial
purposes, and consequently must be zoned to receive grant from VEDP for marketing and
economic development purposes (the “VBRSP Grant”).
F.The parties intend to set forth their preliminary understanding concerning theDRAFT
Page 2 of 8
Project Ready Sites Concept | Non Binding MOU
DRAFT 02.03.25
potential rezoning of the Landowner Parcel and award of VBRSP Grant, as more fully set forth
hereinafter. Nothing contained in the Non-Binding Memorandum of Understanding shall be
deemed binding upon either the EDA or the Landowner unless and until a contract containing
such terms and conditions as are acceptable to the EDA and the Landowner are incorporated
into a binding contract and executed by all parties (the “Landowner Agreement”).
NOW THEREFORE WITNESSETH, for and in consideration of the payment of Ten Dollars,
and in consideration of the mutual obligations of the parties hereto, the receipt and sufficiency
of which is hereby acknowledged the parties 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. Rezoning:
a. Site Access: The Landowner agrees that the EDA, and its engineers,
surveyors, environmental consultants and other consultants shall have reasonable rights of
access to the Landowner Parcel in order to assess whether the Landowner Parcel is suitable for
rezoning to a industrial or commercial use. The EDA agrees to give the Landowner at least 48
hours prior notice prior to entering upon the Landowner Parcel to perform such studies,
assessments or other investigations. The EDA agrees to repair any damages sustained by the
Landowner Parcel during any such studies, assessments or other investigations. Upon request,
the EDA shall provide to the Landowner certificates of insurance insuring the activities of the
EDA upon the Landowner Parcel.
b. Re-Zoning of Landowner Parcel:
(i) The Landowner expressly authorizes the EDA to initiate a rezoning
of the Landowner Parcel to a commercial or industrial category for specific uses in accordance
with EDA Targets within one hundred eighty (180) days after the Effective Date of the
EDA/Landowner Agreement and to diligently pursue such rezoning.
(ii) The EDA agrees to reimburse the Landowner for the sums
expended by the Landowner to rezone the Landowner Parcel to a commercial or industrial
zoning category for specific uses in accordance with EDA Targets, including, but not limited to,
reasonable attorney’s fees, engineering, land planning, zoning and other professional fees not
to exceed the sum of $_____________ in order to raise the Tier Ranking of the Landowner
Parcel to at least a Tier 3 Level.
(iii) The EDA shall retain ownership of all plats, surveys, site plans,
construction drawings, feasibility studies, approvals and any other due diligence, planning and
rezoning documents prepared by or at the request of the Landowner in connection with the DRAFT
Page 3 of 8
Project Ready Sites Concept | Non Binding MOU
DRAFT 02.03.25
rezoning. Upon request, the EDA shall provide copies of said documents to the Landowner
without any warranty or representation whatsoever as to the content or accuracy of such
documents.
(iv) In the event that the EDA advances or has expended funds , in
part
or in whole, to rezone the Landowner Parcel to a commercial or industrial use consistent with
the EDA Targets, the EDA shall be fully reimbursed for all such costs and expenses at the time of
sale of all or any portion of the Landowner Parcel by the Landowner.
c. Appraisal/Sales Price:
(i) Once the Landowner Parcel is rezoned in accordance with the
provisions of Section 2(b), above, the Landowner agrees to have the Landowner Parcel
appraised by a Certified Commercial Appraiser licensed in the Commonwealth of Virginia
selected by the EDA and the Landowner for purposes of establishing the fair market value of
the Landowner Parcel for purposes of sale (the “Sales Price”). The EDA agrees to pay the cost
of the commercial appraisal with a maximum cost of $_____________.
(ii) The Landowner agrees that for a period of five (5) years after the
final non-appealable rezoning approval, the maximum Sales Price shall
not exceed the appraised value of the Landowner Parcel.
d. Post-Rezoning Property Transactions: In the event that the Landowner
Parcel is successfully rezoned to a commercial or industrial zoning category, the Landowner
agrees that any sale or lease of the Landowner Parcel within 5 years following the final, non-
appealable rezoning granted by the Board of Supervisors of Frederick County, Virginia shall be
exclusively for purposes and uses called for in the EDA Targets. No such sale or lease shall be for
purposes other than as called for in the EDA Targets without the prior written approval of the
EDA, which approval may be withheld, modified or delayed by the EDA, in the EDA’s sole and
absolute discretion.
e. Virginia Business Ready Sites Program Grant:
(i) Once rezoned, if the Landowner Parcel meets the requirements
imposed by the Virginia Business Ready Sites Program, as set forth in §2.2-2240.2:1, et seq, of
Title 22 of the Code of Virginia (1950, amended), the EDA will make application for a VBRSP
Grant for the Landowner Parcel. The purpose of the VBRSP Grant is to raise the Tier Level of
the Landowner Parcel. If the VBRSP Grant is approved by VEDP, any disbursement of grant
funds shall be expressly contingent upon execution by the EDA, VEDP and the Landowner, if
applicable, of Performance Agreements upon terms and conditions deemed acceptable to the
EDA and VEDP. Such Performance Agreements shall include, among other terms and conditions DRAFT
Page 4 of 8
Project Ready Sites Concept | Non Binding MOU
DRAFT 02.03.25
deemed acceptable to the EDA and VEDP, the use of the Landowner Parcel shall be exclusively
for purposes called for in the EDA Targets.
(ii) The Landowner agrees not to pursue on its own a rezoning action
for the Landowner Parcel, or otherwise will not pursue on its own any local land use actions
such that the Landowner Parcel may not be used for an industrial or commercial business
purpose, and if the Landowner does, the Landowner shall, if repayment of the VBRSP Grant is
required, repay a portion of the VBRSP Grant as follows:
Within one (1) year of the date of the final non-appealable
rezoning, 100% of the VBRSP Grant;
Within two (2) years of the date of the final non-
appealable rezoning, 90% of the VBRSP Grant;
Within three (3) years of the date of the final non-
appealable rezoning, 80% of the VBRSP Grant;
Within four (4) year of the date of the final non-appealable
rezoning, 70% of the VBRSP Grant;
Within five (5) years of the date of the final non-
appealable rezoning, 60% of the VBRSP Grant;
Within six (6) years of the date of the final non-appealable
rezoning, 50% of the VBRSP Grant;
Within seven (7) year of the date of the final non-
appealable rezoning, 40% of the VBRSP Grant;
Within eight (8) years of the date of the final non-
appealable rezoning, 30% of the VBRSP Grant;
Within nine (9) years of the date of the final non-
appealable rezoning, 20% of the VBRSP Grant;
Within ten (10) years of the date of the final non-
appealable rezoning, 10% of the VBRSP Grant;
3. Disclosure: Landowner acknowledges and agrees that any information
submitted to the EDA and/or VEDP may be subject to disclosure pursuant to the Virginia
Freedom of Information Act.
4. Termination: This MOU shall be deemed withdrawn and all negotiations shall
cease if a Landowner Agreement is not fully executed by the Landowner and the EDA on or
before _______________, 20___.
5. Contract: If the terms and conditions of the Landowner Agreement are
reached between the Landowner and the EDA concerning the matters set forth in this Non-
Binding Memorandum of Understanding, the Landowner Agreement shall be drafted by the
EDA and submitted to the Landowner for review and approval. The Landowner Agreement DRAFT
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DRAFT 02.03.25
shall be terminable by either the EDA or the Landowner upon thirty (30) days prior written
notice. Upon termination, the Landowner shall pay to the EDA all sums expended by the EDA
arising from or in connection with the Rezoning, together with any funds received by a VBRSP
Grant.
6. Notices: Any notice required or permitted to be given under this
Agreement shall be deemed to be given when (i) received by confirmed e-mail transmission; (ii)
hand-delivered by personal delivery; (iii) one (1) business day after pickup by UPS, Federal
Express or similar overnight delivery service; (iv) when received by registered or certified mail
(return receipt requested, first-class postage prepaid); or (v) received by confirmed facsimile, in
either case addressed to the parties as follows:
Landowner: _________________________________
Attn:_____________________________
_________________________________
_________________________________
Email: ___________________________
Fax: _____________________________
EDA: The Economic Development Authority of
The County of Frederick, Virginia
Attn: Patrick Barker, Executive Director
107 North Kent Street
Winchester, Virginia 22601
Email: pbarker@yesfrederickva.com
With a copy to: Michael L. Bryan, Esquire
116 South Braddock Street
Winchester, Virginia 22601
Email: mbryan@michaelbryanlaw.com
Fax: 540/545-4131
7. Miscellaneous:
a. This MOU shall be subject to and comply with the applicable laws of the
Commonwealth of Virginia.
b. This MOU, when executed by the parties, contains the final and entire
agreement between them. No party shall be bound by any terms, conditions, statements or
preliminary representations, oral or written, not herein contained.
c. Time is of the essence as to all matters set forth in this MOU. DRAFT
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d. This Non-Binding Memorandum of Understanding expresses in summary
form the general understanding of the parties hereto as to the matters set forth herein. The
EDA and the Landowner agree that this Non-Binding Memorandum of Understanding reflects
only their current intentions and does not in any way constitute a binding agreement to take
any other action whatsoever. This Non-Binding Memorandum of Understanding is non-binding
upon the EDA and the Landowner, and is for discussion purposes only.
e. No breach by either party of this MOU shall constitute an actionable
default or give rise to a claim for damages or other relief.
DRAFT
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WITNESS the following signatures and seals:
LANDOWNER:
_____________________________________
By:________________________________(SEAL)
Name: _____________________________
Title: ______________________________
COMMONWEALTH OF VIRGINIA, AT LARGE,
CITY/COUNTY OF ____________, to-wit:
The foregoing instrument was acknowledged before me on the ____ day of
___________, 20___, by _________________________ as _______________________ of
_______________________________________, whose name is signed to the foregoing Non-
Binding Memorandum of Understanding dated _____________________, 20____.
My commission expires ________________________.
_____________________________
Notary Public
DRAFT
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DRAFT 02.03.25
EDA:
THE ECONOMIC DEVELOPMENT AUTHORITY OF
THE COUNTY OF FREDERICK, VIRGINIA
By:_______________________________(SEAL)
Name: ____________________________
Title: _____________________________
COMMONWEALTH OF VIRGINIA, AT LARGE,
CITY/COUNTY OF ____________, to-wit:
The foregoing instrument was acknowledged before me on the ____ day of
___________, 20___, by _____________________________________ as
_______________________ of The Economic Development Authority of the County of
Frederick, Virginia , whose name is signed to the foregoing Non-Binding Memorandum of
Understanding dated ______________________, 20____.
My commission expires ________________________.
_____________________________
Notary Public
MLB/pmn
c:\Agreements\EDA Non-Binding MOU
2/3/25
DRAFT
DATE: February 3, 2025
TO: Board of Directors,
Frederick County Economic Development Authority
FROM: Patrick Barker, CEcD
Executive Director
CC: Jay Tibbs
Deputy County Administrator
RE: Target Industry Sectors Update
The EDA regularly evaluates its target industries to ensure they align with Frederick County’s
unique strengths and growth opportunities. This process pinpoints traded-sector industries that
can best leverage local assets, offering promising opportunities for expansion or relocation.
These industries drive economic vitality through investments, job creation, competitive
payrolls, and increased local procurement, enhancing the county's overall economic landscape.
The current Target Industry Sectors are as follows:
To conduct this essential review, we applied the same analytical filter process used in prior
updates. The first step involved analyzing current and future industry trends using two key data
sources: JobsEQ and Conway Analytics. JobsEQ, developed by Chmura Economics, provides
comprehensive data on demographics, industries, occupations, and employment. Meanwhile,
Conway Analytics offers a global database of corporate expansion projects, delivering critical
business insights and tracking signals for companies planning to expand or relocate. This
approach ensures data-driven decisions for strategic industry targeting.
Page 2 of 4
Target Industry Update
First, traded industry sectors with a positive 10-year employment growth trend were identified
within the Winchester-Frederick County MSA, a 45-mile radius, and statewide. Sectors with an
average occupational wage above Frederick County’s were shortlisted. Next, Conway Analytics
data on new projects from the past 18 months assessed each sector's current relevance. Finally,
sectors were compared to national performance. Those meeting all criteria form the final list,
ensuring focus on high-growth, high-value opportunities for the county’s economic
development strategy.
NAICS Industry Occupational Wage
3111 Animal Food Manufacturing $57,700
3256
Soap, Cleaning Compound, and Toilet Preparation
Manufacturing $61,850
3334
Ventilation, Heating, Air-Conditioning, and Commercial
Refrigeration Equipment Manufacturing $62,370
3344
Semiconductor and Other Electronic Component
Manufacturing $75,410
3345
Navigational, Measuring, Electromedical, and Control
Instruments Manufacturing $84,380
3359
Other Electrical Equipment and Component
Manufacturing $63,070
4881 Support Activities for Air Transportation $66,610
4885 Freight Transportation Arrangement $63,430
5162
Media Streaming Distribution Services, Social Networks,
and Other Media Networks and Content Providers $93,630
5182
Computing Infrastructure Providers, Data Processing,
Web Hosting, and Related Services $98,500
5192
Web Search Portals, Libraries, Archives, and Other
Information Services $99,520
5221 Depository Credit Intermediation $78,210
5222 Nondepository Credit Intermediation $78,300
5251 Insurance and Employee Benefit Funds $79,250
5414 Specialized Design Services $77,290
5415 Computer Systems Design and Related Services $106,750
5417 Scientific Research and Development Services $105,730
5419 Other Professional, Scientific, and Technical Services $78,180
5511 Management of Companies and Enterprises $91,340
5611 Office Administrative Services $85,570
Page 3 of 4
Target Industry Update
In addition to the above, staff recommends including existing manufacturing sectors with
strong competitive advantages, indicated by high location quotients (LQ). These industries show
significant concentration and specialization in Frederick County compared to national averages.
Relevant economic data, such as current employment levels and job forecasts, support their
continued growth and strategic importance. Prioritizing these sectors aligns with the county's
strengths and enhances future economic development opportunities.
NAICS Industry LQ
3211 Sawmills and Wood Preservation 7.34
3212
Veneer, Plywood, and Engineered Wood
Product Manufacturing 5.18
3219 Other Wood Product Manufacturing 1.96
3222 Converted Paper Product Manufacturing 2.31
3231 Printing and Related Support Activities 2.05
3241 Petroleum and Coal Products Manufacturing 4.08
3252
Resin, Synthetic Rubber, and Artificial and
Synthetic Fibers and Filaments Manufacturing 1.50
3254 Pharmaceutical and Medicine Manufacturing 4.02
3261 Plastics Product Manufacturing 13.20
3262 Rubber Product Manufacturing 2.46
3271 Clay Product and Refractory Manufacturing 3.98
3273 Cement and Concrete Product Manufacturing 6.68
3274 Lime and Gypsum Product Manufacturing 12.96
3279
Other Nonmetallic Mineral Product
Manufacturing 2.46
3323
Architectural and Structural Metals
Manufacturing 3.71
3324
Boiler, Tank, and Shipping Container
Manufacturing 6.58
3326
Other Fabricated Wire Product
Manufacturing 2.31
3327
Machine Shops; Turned Product; and Screw,
Nut, and Bolt Manufacturing 1.19
Page 4 of 4
Target Industry Update
In summary, staff recommends the following sectors and subsectors as Targeted Industry
Sectors. Note, these are identical to the previously approved Sectors. We seek the Authority's
input, discussion, and endorsement, if deemed appropriate, to advance this strategic direction.
Corporate Services Finance & Insurance
• Management of Companies and
Enterprises
• Depository Credit Intermediation
• Administrative Services • Nondepository Credit Intermediation
• Professional, Scientific, and Technical
Services
Information Technology Advanced Manufacturing
• Data Processing, Hosting, and Related
Services
• Boiler, Tank, and Shipping Containers
• Computer Systems Design and Related
Services
• Cement/Concrete
• Control Instruments
BioScience • Electric components
• Pharmaceutical and Medicine
Manufacturing
• Lime/Gypsum
• Medical and Diagnostic Laboratories • Metals
• Scientific Research and Development
Services
• Petroleum/Coal
• Plastics
Food & Beverage • Printing
• Animal • Wood
• Dairy
• Fruit and vegetable
• Grain
• Specialty
DATE: February 3, 2025
TO: Board of Directors,
Frederick County Economic Development Authority
FROM: Patrick Barker, CEcD
Executive Director
CC: Jay Tibbs
Deputy County Administrator
RE: Ordinance Amendment – Data Centers
At the direction of the Frederick County Board of Supervisors, the Planning and Development
Office initiated a proposed amendment to the County Zoning Ordinance. This proposal seeks to
add a definition for data center and additional regulations for specific uses.
Currently data centers are presently permitted as a by-right use in the B3 (Industrial Transition),
TM (Technology- Manufacturing Park), M1 (Light Industrial) & M2 (Industrial General) Zoning
Districts. There are no additional regulations currently adopted for data centers.
This is a proposal to amend the Chapter 165 - Zoning Ordinance to add a definition (§ 165-
101.02) for data centers and additional regulations for specific uses (§ 165- 204). As proposed,
data centers are defined as a premise in which the majority of the use is occupied by computers
and/or telecommunications and related equipment for processing, storing, or transferring
information. Infrastructure such as utility substations, power generators, and other supporting
equipment may also be included.
The proposed amendments to the County Zoning Ordinance for data centers in Frederick
County is an important step in addressing the evolving needs of the information technology
sector, an EDA Industry Target. It aims to balance the development of data centers with
necessary regulations to mitigate potential environmental impacts, especially related to noise
and visual impact.
Staff is seeking EDA Board support for these proposal ordinance amendments and provide
comments during their public hearings, February 19th (Planning Commission) and March 12th
(Board of Supervisors).
Proposed Changes – Data Centers
Revised January 28, 2025
Chapter 165 – Zoning Ordinance
ARTICLE I
General Provisions; Amendments; And Conditional Use Permits
Part 101
General Provisions
§165-101.02. Data Centers. A premises in which the majority of the use is occupied by computers
and/or telecommunications and related equipment for processing, storing, or transferring information.
Infrastructure such as utility substations, power generators, and other supporting equipment may also
be included.
ARTICLE II
Supplementary Use Regulations; Parking; Buffers; and Regulations for Specific Uses
Part 204
Additional Regulations for Specific Uses
§165-204.41. Data Centers.
All data centers must meet the following requirements:
A. Data centers shall provide water use estimates prior to rezoning and/or site plan approval.
Water use estimates shall be reviewed by the local public utility service provider.
B. Generator testing and cycling shall be limited to weekdays (Monday to Friday) between the
hours of 8:00 a.m. to 5:00 p.m.
C. Mechanical Equipment.
a. Location. Ground mounted mechanical equipment shall be prohibited in the front
yard setback.
b. Screening. Ground mounted and roof top mechanical equipment shall be screened
from public roadways and adjoining properties on all sides with an opaque screen.
i. Ground & roof mounted equipment. A minimum ten (10) foot tall opaque
screen shall be provided by either the principal building, a concrete or mason
wall, or equivalent screen approved by Zoning Administrator.
D. Screening Requirements. A category C full screen type buffer shall be provided around the
perimeter of the property. If the adjoining property is zoned B3, TM, M1, or M2, no buffer
is required.
E. Noise and Noise Monitoring.
a. The applicant shall submit a noise study prepared by a qualified full member of the
Acoustical Society of America (ASA), a Board-Certified member of the Institute of
Noise Control Engineering (INCE), or other credentialed professional as approved
by the Zoning Administrator. The purpose of such testing shall confirm baseline
noise levels prior to the issuance of the Certificate of Occupancy (CO) at the facility.
A subsequent noise study shall be conducted 24-months after issuance of CO and
Proposed Changes – Data Centers
Revised January 28, 2025
submitted for review to the Zoning Administrator to assess the actual impact of the
completed project. If the post construction noise study exceeds the maximum noise
level permitted, additional noise mitigation strategies, improvements, or operational
changes shall be required. Any additions, alterations, or expansion of a facility or
its equipment shall require a new sound test to be submitted and approved by the
Zoning Administrator.
b. Any equipment necessary for cooling, ventilating, or otherwise operating the facility,
including power generators or other power supply equipment on the Property,
whether ground-mounted or roof-mounted, shall include the following noise
mitigation elements:
1. Low noise emission fans.
2. Acoustic wraps for compressors and oil separators; and
3. An acoustic perimeter, which may include a perimeter around a group of
individual chillers, which may be louvered or solid.
4. Other sound attenuation measures as approved by the Zoning Administrator.
c. The Owner shall provide documentation of the above mitigation measures contained
in (b) with each building permit for a data center building on the Property and shall
further provide documentation that such measures have been installed concurrently
with each occupancy.
Proposed Changes – Noise, Height, Power Generating Facilities
Revised January 28, 2025
Chapter 165 – Zoning Ordinance
ARTICLE I
General Provisions; Amendments; And Conditional Use Permits
Part 101
General Provisions
§165-101.02 Definitions and word usage.
Public Utilities
Power-generating facilities, booster or relay stations, transformer substations, transmission lines
and towers, pipes, meters and other facilities (including utility-scale solar power generating
facilities), and sewer and water treatment facilities, including sewer and water transmission lines.
Such facilities may be owned by public utilities, public agencies, those operators with a
certificate of public convenience, or those that are operating under a permit by rule (PBR).
Public Utilities, Power Generating Facilities
Generation of power via coal, natural gas, solar, wind, nuclear, biomass, hydroelectric or
other methods Such facilities may be owned by public utilities, public agencies, those
operators with a certificate of public convenience, or those that are operating under a permit-
by-rule (PBR).
Public Utilities, Transmission and Distribution Facilities
Booster or relay stations, transformer substations, transmission lines and towers, pipes, meters
and other facilities, and sewer and water treatment facilities, including sewer and water
transmissions lines. Such facilities may be owned by public utilities, public agencies, those
operators with a certificate of public convenience, or those that are operation under a permit-
by-rule (PBR).
ARTICLE II
Supplementary Use Regulations; Parking; Buffers; and Regulations for Specific Uses
Part 201
Supplementary Use Regulations
§165-201.12 Nuisances.
H. Noise. In the B3 Industrial Transition, TM Technology-Manufacturing Park, M1 Light
Industrial or M2 Industrial General Zoning District, sound levels at the perimeter boundary of a
development shall not exceed 75 dba (A scale).
Part 204
Additional Regulations for Specific Uses
Proposed Changes – Noise, Height, Power Generating Facilities
Revised January 28, 2025
§165-204.28 Height Waivers in B3 (Industrial Transition), TM (Technology-Manufacturing
Park), EM (Extractive Manufacturing), M1 (Light Industrial) and M2 (Industrial General)
Districts.
Waiver requests for height increases in the EM, M1 and M2 Zoning Districts shall adhere to the
following requirements:
A. Architectural renderings of the proposed structure shall be submitted for review by the
Planning Commission and the Board of Supervisors.
B. The Board of Supervisors may require buffer and screening elements and/or additional
distance when deemed necessary to protect existing adjacent uses.
C. The Board of Supervisors may require additional conditions as deemed necessary.
D. This waiver shall not be permitted to increase the height of any signage regulated by
§ 165-201.06.
E. The Planning Commission and the Board of Supervisors shall hold a public hearing for
any height waiver request.
ARTICLE IV
Agricultural and Residential Districts
Part 401
RA Rural Areas District
§165-401.02 Permitted Uses.
Q. Public Utilities, except utility-scale solar power generating facilities and power generating
facilities. Transmission and Distribution Facilities.
§165-401.03 Conditional Uses.
CC. Public Utilities, Power Generating Facilities. Utility-scale solar power generating facilities
and power generating facilities.
GG. Utility-scale solar power generating facilities.
ARTICLE VI
Business and Industrial Zoning Districts
Part 604
B3 Industrial Transition District
§165-604.02 Allowed uses.
Public Utilities, including power generating facilities
Part 605
TM Technology-Manufacturing Park District
§165-605.02 Permitted Allowed uses.
Public Utilities, including power generating facilities
Proposed Changes – Noise, Height, Power Generating Facilities
Revised January 28, 2025
Part 606
M1 Light Industrial District
§165-606.02 Allowed uses.
Public Utilities, including power generating facilities
Part 607
M2 Industrial General District
§165-607.02 Allowed uses.
Public Utilities, including power generating facilities