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HomeMy WebLinkAboutEDAAgenda2026September3 Economic Development Authority Thursday, September 3 @ 8:00 a.m. Frederick County Administration Building 107 N. Kent St. Winchester, VA 22601 1. Call to Order 2. Approval of Minutes || ACTION Review and approval of minutes from previous meetings. 3. Treasurer’s Report || ACTION Review and approval of latest Treasurer’s Report. 4. Virginia Business Ready Sites Program || ACTION Consideration of a performance agreement between the EDA and Virginia Economic Development Partnership for an Accelerated Site Characterization Grant awarded to One Logistics Park through the Virginia Business Ready Sites Program. 5. EDA Director Welcome || DISCUSSION Welcoming of new EDA Director and discussion of next steps. 6. Other Business Any additional matters brought before the Authority MINUTES ECONOMIC DEVELOPMENT AUTHORITY | THURSDAY, August 6, 2026 | A meeting of the Frederick County Economic Development Authority was held on Thursday, August 6, 2026, at 8:00 a.m. at Winchester Regional Airport at 491 Airport Road, Winchester, VA 22602. PRESENT: Jason Aikens, Bryan Fairbanks, Diane Kearns, Christine Kriz, and Doug Rinker. Tina Murphy was absent. STAFF: Wendy May, Interim Director, and Shayla Rickard, Business Retention Manager, Frederick County Economic Development Authority; Jay Tibbs and Wyatt Pearson, Frederick County Deputy County Administrators; and Michael Bryan, EDA Attorney. MEETING CALLED TO ORDER: Bryan Fairbanks, Chair, called the meeting to order at 8:00 a.m. and thanked Winchester Regional Airport for hosting the meeting. APPROVAL OF MINUTES The minutes of the June 11, 2026, meeting, and July 22 and July 23 closed sessions, were presented. On motion duly made by Mr. Aikens and seconded by Ms. Kearns, the minutes were approved as presented by the following recorded vote: Jason Aikens Aye Bryan Fairbanks Aye Diane Kearns Aye Christine Kriz Aye Tina Murphy Absent Doug Rinker Aye TREASURER’S REPORTS Ms. May submitted the following reports: Checking Account – Bank of Clarke as of May 31, 2026 - $13,214.72 IntraFi Account – Bank of Clarke as of March 31, 2026 - $3,252,656.02 Checking Account – Bank of Clarke as of June 30, 2026 - $15,042.65 IntraFi Account – Bank of Clarke as of June 30, 2026 - $3,259,680.04 - 2 - On motion of Mr. Aikens, seconded by Mr. Rinker, the Treasurer’s Reports were approved by the following recorded vote: Jason Aikens Aye Bryan Fairbanks Aye Diane Kearns Aye Christine Kriz Aye Tina Murphy Absent Doug Rinker Aye Mr. Fairbanks asked Mr. Tibbs to bring to a future meeting: the EDA’s current investment policy and a review of investment options currently available in the market. Mr. Aikens supported this action and asked what limitations the EDA has when it comes to investment. LAUREL RIDGE SCHOLARSHIP FUNDING Ms. May presented a request from Laurel Ridge Community College Workforce Solutions to carry forward unutilized funds from the EDA’s previous $200,000 FastForward scholarship allocation. Ms. Anna Teter expressed her thanks on behalf of Laurel Ridge for this impactful support. On motion of Mr. Rinker, seconded by Ms. Kearns, the carryforward of funding was approved by the following recorded vote: Jason Aikens Aye Bryan Fairbanks Aye Diane Kearns Aye Christine Kriz Abstained Tina Murphy Absent Doug Rinker Aye RECOGNITION OF SERVICE Ms. May presented three resolutions for consideration recognizing the service of previous board members. On motion of Mr. Aikens, seconded by Mr. Rinker, the resolutions were approved by the following recorded vote: Jason Aikens Aye Bryan Fairbanks Aye Diane Kearns Aye - 3 - Christine Kriz Aye Tina Murphy Absent Doug Rinker Aye EDA DIRECTOR SEARCH Mr. Fairbanks provided an update on the EDA Director search process and timeline. At the time of the meeting, 39 applications had been received. WINCHESTER REGIONAL AIRPORT UPDATE Mr. Nick Sabo, Executive Director of Winchester Regional Airport, provided an overview of airport operations and economic development opportunities in aerospace and aviation. Mr. Bill Pifer, chairman of Winchester Regional Airport Authority, and Mr. Gene Fisher, vice chairman, thanked the EDA for their support of the airport and for the collaboration shown in furthering the aviation and aerospace industry. ADJOURN There being no further business to come before this Authority, the meeting was adjourned at 9:16 a.m. ________________________________ ____________________________ Bryan Fairbanks Jay Tibbs Acting Chairman Secretary MINUTES ECONOMIC DEVELOPMENT AUTHORITY CLOSED SESSION AUGUST 12, 2026 | 2:00 PM BOARD ROOM, COUNTY ADMINISTRATION BUILDING 107 N. KENT ST. WINCHESTER, VA 22601 PRESENT: Jason Aikens, Bryan Fairbanks, Christine Kriz STAFF: Wendy May, Interim EDA Director, Michael Bollhoefer, County Administrator, and Wyatt Pearson, Deputy County Administrator MEETING CALLED TO ORDER: Chairman Fairbanks called the meeting to order at 2:00 p.m. CLOSED SESSION EDA member Christine Kriz moved that the Economic Development Authority of Frederick County enter a closed session pursuant to Virginia Code Section 2.2-3711(A)(1) for personnel matters, specifically to interview applicants for the Economic Development Director. EDA member Bryan Fairbanks seconded the motion, which carried on a voice vote. At 4:36 p.m., the Authority members, assembled in the designated meeting place in the presence of members of the public and the media desiring to attend, reconvened the meeting by voice vote following the motion of Ms. Kriz, seconded by Mr. Aikens. Ms. Kriz moved that the members of the Economic Development Authority of Frederick County certify that, to the best of each member’s knowledge, (i) only public business matters lawfully exempted from open meeting requirements by Virginia law were discussed in the closed meeting to which this certification applies, and (ii) only such public business matters as were identified in the motion convening the closed meeting were heard, discussed, or considered by the Authority members. Mr. Aikens seconded the motion, which carried as follows on a recorded vote: Bryan Fairbanks Aye Jason Aikens Aye Christine Kriz Aye ADJOURN There being no further business to come before this Authority, the meeting was adjourned at 4:38 p.m. ________________________________ ____________________________ Bryan Fairbanks, Chairman Jay Tibbs, Secretary TREASURER'S REPORT SYNOPSIS ECONOMIC DEVELOPMENT AUTHORITY July 31, 2026 BANK OF CLARKE COUNTY Beginning Bank Statement Balance - as of June 30, 2026 $15,042.65 Total Deposits $510,000.00 Total Disbursements -$521,708.00 BANK STATEMENT BALANCE AS OF July 31, 2026 $3,334.65 BANK OF CLARKE - INTRAFI ACCOUNT Beginning Bank Statement Balance - as of June 30, 2026 $3,259,680.04 Total Deposits $7,262.68 Total Disbursements -$10,000.00 BANK STATEMENT BALANCE AS OF July 31, 2026 $3,256,942.72 TREASURER'S REPORT ECONOMIC DEVELOPMENT AUTHORITY July 31, 2026 BANK OF CLARKE COUNTY Beginning Bank Statement Balance - as of June 30, 2026 $15,042.65 Deposits 7/1/2026 County of Frederick, VA (LEDIG HP Hood) $500,000.00 7/3/2026 Transfer from IntraFi Account $10,000.00 TOTAL DEPOSITS $510,000.00 Disbursements 1652 4/8/2026 One Logistics Park, L.P. c/o Meridian Group, LLC -$5,000.00 1656 7/1/2026 Laurel Ridge Workforce Solutions -$9,278.00 1657 7/6/2026 County of Frederick, VA (EDA Compensation) -$7,400.00 7/10/2026 Wire Transfer to HP Hood (LEDIG) -$500,000.00 7/10/2026 Wire Fee Bank of Clarke - HP Hood -$30.00 TOTAL DISBURSEMENTS -$521,708.00 BANK STATEMENT BALANCE AS OF July 31, 2026 $3,334.65 TREASURER'S REPORT ECONOMIC DEVELOPMENT AUTHORITY July 31, 2026 BANK OF CLARKE - INTRAFI ACCOUNT Beginning Bank Statement Balance - as of June 30, 2026 $3,259,680.04 Deposits 7/31/2026 Interest $7,262.68 TOTAL DEPOSITS $7,262.68 Disbursements 7/3/2026 Transfer to Bank of Clarke -$10,000.00 TOTAL DISBURSEMENTS -$10,000.00 BANK STATEMENT BALANCE AS OF July 31, 2026 $3,256,942.72 DATE: June 28, 2026 TO: Board of Directors Frederick County Economic Development Authority FROM: Wendy May, CEcD Interim Director CC: Jay Tibbs Deputy County Administrator RE: Virginia Business Ready Sites Program The Virginia Business Ready Sites Program (VBRSP) Project Review and Funding Approval Committees recommended One Logistics Park Phase B in Frederick County to receive a VBRSP Accelerated Site Characterization Grant FY26 in the amount of $250,000. VBRSP is managed by the Virginia Economic Development Partnership (VEDP). The award will reimburse funding up to $250,000 upon receipt of Market Demand Study Completion, Geotechnical Study, Boundary and Topographic Survey, Utility As-Built Survey, Traffic Impact Assessment, Preliminary Engineering Report, Power Study, Utility Routing Plan and Roadway Design. This award requires executed performance agreements between the EDA and VEDP as well as between the EDA and One Logistics. The agreement between the EDA and VEDP is presented to the board for action. Upon consensus on the EDA/VEDP agreement, the EDA/One Logistics agreement can then be drafted. After negotiation and approval by EDA counsel, VEDP counsel, and One Logistics counsel on the agreements, they will then come back to the EDA Board for final approval. 1 VIRGINIA BUSINESS READY SITE PROGRAM GRANT PERFORMANCE AGREEMENT This PERFORMANCE AGREEMENT (the “Agreement”) is made and entered into this __ day of May, 2026, by and among the FREDERICK COUNTY ECONOMIC DEVELOPMENT AUTHORITY (“the EDA”), a political subdivision of the Commonwealth of Virginia (“the Commonwealth”), and the VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP AUTHORITY (“VEDP”), a political subdivision of the Commonwealth, (together with the EDA, “the Parties”). 1. Definitions. For the purposes of this Agreement, the following terms shall have the following definitions: “Grant” means a grant awarded from the Virginia Business Ready Sites Program Fund, established pursuant to § 2.2-2240.2:1 of the Code of Virginia. “Performance Date” means February 28, 2028. “Project” means the Site work for which the Grant was awarded. “Scope of Work” means the scope of work, project timeline, and project budget summarized, collectively, in Exhibit A. “Site” means the One Logistics Park Phase B site located at 1652 Millwood Pike in Winchester, Frederick County, Virginia 22601. “Tier Level” means a site’s designated VBRSP level of readiness for marketing and economic development purposes. “VBRSP” means the Virginia Business Ready Sites Program (“VBRSP”), established pursuant to § 2.2- 2240.2:1 of the Code of Virginia. 2. Award of Grant. The EDA has been awarded a Grant of and expects to receive $250,000 through VEDP for the purpose of accelerated site characterization and due diligence at the Site. The Grant is awarded in accordance with the VBRSP, and receipt of the Grant is subject to the terms and conditions set forth herein. The proceeds of the Grant shall be used to reimburse the EDA for necessary and reasonable costs expended in connection with the Scope of Work, and shall not be used for any other purposes. 3. Local Match. As a condition of receipt of the Grant, the EDA Grantee shall be required to provide a local match at least equal to 50 percent of the amount of the Grant disbursed. The local match may, at VEDP’s discretion, be met with prior expenditures by the Grantee EDA for the site within the last five (5) years for activities and work reflected in the Scope of Work. In accordance with the VBRSP program guidelines, the local match requirement may be satisfied by private expenditures that meet the requirements of this section. Such match shall be paid towards the costs of the Scope of Work on or before the Performance Date. Additionally, the Grantee shall be responsible for any costs necessary to complete the Scope of Work not covered by the proceeds of the Grant, any costs incurred due to changes not approved pursuant to Section 4 of this Agreement, and any costs associated with the reporting required by this Agreement. Commented [JK1]: VBRSP grants can only be made to political subdivisions. All requirements of the program are imposed on the grantee. The grantee may contract with private parties to accomplish the requirements of the grant. The grantee may meet the local match with private expenditures. But the obligation is on the grantee. Likewise, responsibility for added costs can be addressed in the local performance agreement. 2 4. Scope of Work. The Scope of Work is expected to advance the Site’s Tier Level from a Tier 2 to a Tier 3. Only expenditures set forth in the Scope of Work shall be considered eligible expenses that may be reimbursed by VEDP from the Grant. The EDA shall notify VEDP immediately if it determines that there will likely be changes to the Scope of Work. The EDA shall submit proposed changes to the Scope of Work using the form in Exhibit B. The Scope of Work shall only be amended upon agreement of both Parties, in writing, prior to the commencement of the work related to the change. Grant Funds shall not be used to reimburse the EDA for any work commenced prior to an approved change in the Scope of Work. All agreed upon changes to the Scope of Work shall be incorporated into this Agreement and shall be subject to all terms and conditions set forth herein. The total amount of the Grant awarded to the EDA shall not be subject to amendment. However, the EDA shall notify VEDP immediately if it reasonably determines that cost increases will prohibit the completion of the agreed upon Scope of Work. 5. Progress Meetings. (a) The EDA and VEDP shall meet on a bimonthly basis throughout the Project to discuss Project progress. The agendas for such meetings shall include discussions of the work accomplished since the previous progress meeting, the detailed look-ahead schedule of work planned through the next progress meeting, the overall Scope of Work, potential delays or impediments to the completion of the Project by the Performance Date, applications for progress payments, any questions raised by either Party, and any other issues deemed relevant or necessary by the Parties. (b) In addition to a progress meeting, the EDA shall submit a bimonthly progress report. Exhibit D shall be submitted as the progress report. (c) VEDP may, in its discretion, require additional meetings or reports as needed throughout the performance period to facilitate the completion of the Scope of Work, or waive any required meeting or report. 6. Time of Completion. The Parties agree that time is of the essence in completing the Scope of Work, and the EDA the Grantee One Logistics shall be responsible for completing all performance milestones set forth in the Scope of Work on or before the dates set forth therein, and ensure that the entire Scope of Work is completed by the Performance Date. For extraordinary delays, aside from events of force majeure as set forth in Section 16 of this Agreement, the Grantee EDA shall submit in writing to VEDP a request for an extension of time of the Performance Date utilizing the Change Order Form (Attachment B). Any such request shall set forth the particulars of the cause and details of the delay, and include documentation supporting the request. If VEDP determines that the request is reasonable, it may, in writing, grant an extension of the Performance Date set forth in this Agreement. 7. Performance. This Agreement does not alter any obligations under the Virginia Public Procurement Act as set forth in Chapter 43 of Title 2.2 (§ 2.2-4300 et seq.) of the Code of Virginia. The GranteeOne Logistics The EDA is ultimately responsible for selecting responsive, qualified bidders to complete the Scope of Work. 3 Responsive contractors selected to complete the work set forth in the Scope of Work shall be licensed and bonded, and shall have performed three projects over the last ten years of similar size and complexity. The GranteeOne Logistics The EDA shall require any responsive bidder to supply to the GranteeEDA, upon request, the details of such projects, including scope of work, location, period of performance and contract amount, as well as references for such projects. 8. Access to Site. Representatives of VEDP shall have access to the Site at reasonable times for their observation, inspection, and testing. The Grantee shall provide proper and safe conditions for such access.Upon at least 24 hours prior written notice to the EDA (which may be via email in which receipt is confirmed by a representative of the EDA), representatives of VEDP shall have access to the Site at reasonable times for their observation, inspection, and testing. The EDA shall provide proper and safe conditions for such access. All entries onto the Property by VEDP shall be at VEDP’s sole risk, understanding that the Site may be an active construction and or/development site, with known and unknown hazards present. The EDA shall not be responsible for any personal injury, death, or property damage to any agents, employees, consultants or other representatives and personnel of the VEDP unless due to the gross negligence or willful misconduct of the EDA or its agents. 9. Progress Payments and Reports. (a) The EDA may, no more than monthly, submit requests for reimbursement, using the form attached as Exhibit C. Each request shall be for no less than $10,000 (except for the final payment, which may be less than $10,000). VEDP may, in its discretion, waive this requirement and allow for reimbursements of less than $10,000 for one or more such payments. When requesting funds for reimbursement the EDA shall provide Exhibit C, Exhibit D or E, match documentation, original receipts or invoices with sufficient detail as to allow VEDP to identify goods and services for which reimbursement is requested based upon the Scope of Work, and proof of payment. VEDP may request any additional documentation reasonably necessary to authorize reimbursement. (b) Within 10 business days of receipt of a request for disbursement, VEDP shall indicate in writing the acceptance of the application and state that the request is being processed for payment, or return the request to the EDA indicating, in writing, the reasons that the request is being rejected. If the request is deemed acceptable, VEDP shall submit approved reimbursements for payment within 30 days of receipt of the request. VEDP may reject a request for reimbursement for failure to provide substantive documentation, or if the request otherwise does not comply with the terms of this Agreement. (c) The Grant may not be reduced in size if a portion of the Site is sold to a third party, and the improvements to be performed as part of the Scope of Work do not affect or would be inapplicable to such sold portion. (d) Neither VEDP nor EDA shall have any power or right to approve, deny, prevent or condition any sale or lease of all or any portion of the Site, such items being within the sole discretion of the Property Owner. The provisions of this paragraph shall not be construed as limiting the repayment provisions of this Agreement. Should the Property Owner’s decision to sell or lease any portion of the Site result in all or any portion of the Scope of Work not being completed, such portion shall be governed by the repayment provisions of this Agreement. 10. Final Reimbursement. 4 After the EDA the Grantee One Logistics has completed the Scope of Work to the satisfaction of VEDP and delivered all required documentation to the EDA, the EDA may make application for final payment following the procedure for progress payments. The total aggregate amount of payments made to the EDA shall not exceed $250,000. If the total amount expended by the EDA that is eligible for reimbursement is less than $250,000, the EDA shall only be entitled to payment equal to the actual expenses incurred. If VEDP is satisfied that the EDAthe GranteeOne Logistics has completed the Scope of Work and all other obligations under this Agreement have been fulfilled, VEDP shall, within 10 days of receipt of the EDA’s final application for payment, provide notice to the Grantee EDA that the work is acceptable and shall submit approved reimbursements for payment within 30 days of receipt of the request. Otherwise, VEDP shall indicate in writing the reasons for refusing to process the final grant payment, in which case the Grantee EDA shall make the necessary corrections and resubmit the application. 11. Final Performance Report. Within 60 days after the Performance Date, or the date of the completion of the Scope of Work if prior to the Performance Date, the EDA shall submit a Final Performance Report, using the form attached as Exhibit E. The Final Performance Report shall include the following information: i. A summary of the work accomplished through the expenditure of the proceeds of the Grant; ii. A summary of any changes to the Scope of Work approved during the performance period, with an explanation of each such change; iii. If applicable, documentation confirming that the costs of the Scope of Work were less than anticipated, with an indication of the amount of the Grant proceeds not to be disbursed; iv. Documentation identifying and confirming that the required local cash match has been provided in full, or, if such match has not been provided in full, the reduction of the amount of the Grant necessary to achieve the required local cash match; v. Copies of all analyses, reports, and inspections related to the Scope of Work; vi. A letter, provided by One Logistics, from a licensed engineer or equivalent who has inspected the Site after completion of the Scope of Work indicating that the Site’s Tier Level has increased, or, if it did not increase, establishing that it has advanced towards the next Tier Level and indicating what steps would be necessary to advance to such Tier Level; and vii. Plans for marketing the Site and a description of any new interest in the Site from prospective economic development projects. The final payment due under this Agreement shall not be made unless and until such Performance Report is submitted in a timely manner. 12. Development Plan and Partner Workshop Within 60 days after the Performance Date, or the date of the completion of the Scope of Work if prior to the Performance Date, the Grantee shall hold a development and partner workshop. The workshop shall include representatives from VEDP, the locality in which the Site is located, regional and local economic development organizations, and any other participants who have an active role and interest in preparing and marketing the site for economic development purposes. The workshop should at a minimum include: 5 i. A summary of the work accomplished through the expenditure of the proceeds of the Grant, including identification of parties responsible for development of the Site; ii. Review of neighboring sites and compatible uses; iii. Discussion of market demand and sector strategy; and iv. Identification of critical tasks for further improvement and marketing of the Site and a funding strategy for accomplishing such tasks. 13. Adjustments and Repayment. The EDA shall make any repayment, provided by One Logistics through the EDA/One Logistics performance agreement, due under this Section within 60 days of receipt of written notice from VEDP that repayment is due. Repayment shall be required under any of the following circumstances: (a) If the Final Performance Report indicates, or evidence reveals, that the local match actually provided is less than the required level of local match as set forth in Section 3 on Page 1 of this Agreement, the amount of the Grant shall be reduced by the amount necessary for the actual local match to reach the required level. If the Grant was previously disbursed, the EDA the Grantee One Logistics shall repay to VEDP the amount necessary to make the local cash match actually provided equal the required level of the local match. (b) If VEDP reasonably determines that the EDA the Grantee One Logistics is unable or unwilling to complete the Scope of Work by the Performance Date, VEDP may terminate this Agreement by delivering written notice of termination to the GranteeEDA, and in such case the Grantee EDA may, at the discretion of VEDP, be required to repay all or a portion of the Grant proceeds disbursed. to the EDA and not yet disbursed by the EDA to One Logistics. (c) If the locality in which the Site is located rezones the Site or otherwise makes local land use actions such that the Site may not be used for an industrial or manufacturing purpose, or if the locality allows the site to be used for a sector other than a sector classified pursuant to the North American Industry Classification System as Codes 31-33 (but excluding 3122, 313, 315, 316, 321, 322, 323, and 324), 5132, 54, 55, or 56, the Grantee EDA shall seek repayment of a portion of the Grant proceeds as from One Logistics as follows: Within one year of the Performance Date, 100% of the Grant; Within two years of the Performance Date, 90% of the Grant; Within three years of the Performance Date, 80% of the Grant; Within four years of the Performance Date, 70% of the Grant; Within five years of the Performance Date, 60% of the Grant; Within six years of the Performance Date, 50% of the Grant; Within seven years of the Performance Date, 40% of the Grant; Within eight years of the Performance Date, 30% of the Grant; Within nine years of the Performance Date, 20% of the Grant; 6 Within 10 years of the Performance Date, 10% of the Grant. In its discretion, VEDP may waive such repayment obligation under this subsection (c). 14. Termination of Agreement. VEDP may terminate this Agreement for cause, including One Logistics’ failure to perform the work in accordance with the Scope of Work or to comply with the terms of this Agreement. VEDP shall notify the Grantee EDA in writing of the intent to terminate. The Agreement shall not be terminated if the Grantee EDA sends written notice to VEDP within seven days of receipt of the intent to terminate, and begins, within those seven days, to correct itsseek corrective action by One Logistics regarding its failure to perform, and One Logistics proceeds diligently to cure such failure within 30 days of receipt of the notice of intent to terminate. If the Agreement is terminated under this section, the Grantee EDA shall not be entitled to receive any further payment, and may be required to repay pursuant to Section 13 13 12 of this Agreement any Grant amounts previously received. 15. Stop Work. If, through no act or fault of the GranteeEDA, progress towards completion of the Scope of Work is suspended for a period of more than 90 days by VEDP or under an order of a court or other local, state, or federal legal authority, this Agreement may be terminated upon written agreement of the Parties. If the Agreement is terminated pursuant to this section, the Grantee EDA shall be entitled to receive Grant payments equal to the costs incurred by the Grantee EDA pursuant to the Scope of Work as of the day of the termination. 16. Force Majeure. Notwithstanding the foregoing provisions of this Agreement, if the EDA the Grantee One Logistics does not complete work on the Project by the Performance Date or take any action required under this Agreement because of an “Event of Force Majeure” (as defined below), the time for completing the work or taking such action will be extended day-for-day by the delay in completing the work or taking such action caused by the Event of Force Majeure. “Event of Force Majeure” means without limitation, any of the following: acts of God; strikes, lockouts or other industrial disturbances; act of public enemies; orders of any kind of the government of the United States of America or of the Commonwealth or any of their respective departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; riots; epidemics; pandemics; landslides; lightning; earthquakes; fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals not caused by the GranteeEDA; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the GranteeEDA. 17. Notices. Formal notices and communications between the Parties shall be given either by (i) personal service, (ii) delivery by a reputable document delivery service that provides a receipt showing date and time of delivery, (iii) mailing utilizing a certified or first class mail postage prepaid service of the United States Postal Service that provides a receipt showing date and time of delivery, or (iv) delivery by electronic mail (email) with transmittal confirmation and confirmation of delivery, addressed as noted below. Notices and communications personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices and communications mailed shall be deemed effective on the second business day 7 following deposit in the United States mail. Notices and communications delivered by email shall be deemed effective the next business day, not less than 24 hours, following the date of transmittal and confirmation of delivery to the intended recipient. Such written notices and communications shall be addressed to: if to the EDA, to: Frederick County Economic Development Authority 107 N. Kent St., Winchester, VA 22601 Email: Wendy.May@fcva.us Attention: Wendy May, Interim Director if to VEDP, to: with a copy to: Virginia Economic Development Partnership One James Center, Suite 900 901 East Cary Street Richmond, Virginia 23219 Email: mdreiling@vedp.org Attention: Michael Dreiling, Vice President, Real Estate Solutions Virginia Economic Development Partnership One James Center, Suite 900 901 East Cary Street Richmond, Virginia 23219 Email: generalcounsel@vedp.org Attention: General Counsel Each party may change the address for service of notice upon it by a notice in writing to the other party hereto. 18. VEDP Not Responsible for Infrastructure Improvement. The Grantee EDA acknowledges and agrees that VEDP bears no responsibility for work performed related to the Scope of Work or other improvements to the Site. All such work performed shall be the sole responsibility of the EDA GranteeOne Logistics. VEDP shall not be liable to any contractor, subcontractor, supplier, laborer, architect, engineer, tenant, or other party for services performed or materials supplied in connection with any such work performed related to the Scope of Work or other improvements to the Site. VEDP shall not be liable for any debts or claims accruing in favor of any such parties against the EDA Grantee EDA, One Logistics, or others, or against any improvements made on the Site. VEDP shall not be an agent of the Grantee EDA for any purpose, and the Grantee EDA shall not be deemed partners or joint venturers with VEDP. VEDP shall not be deemed to be in privity of contract with any contractor or provider of services related to the Scope of Work or other improvements to the Site. VEDP shall have no liability, obligation, or responsibility whatsoever for work performed related to the Scope of Work or other improvements to the Site. Any inspections of the site improvements made by or through VEDP are solely for purposes of administration of the Grant, and neither the Grantee EDA, One Logistics, nor any third party is entitled to 8 rely upon the same with respect to the quality, adequacy, or suitability of materials or workmanship, conformity with the plans and specifications, state of completion, or otherwise. 19. Miscellaneous. (a) This Agreement constitutes the entire agreement among the Parties hereto as to the Grant and may not be amended or modified, except in writing, signed by each of the Parties hereto. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. The Grantee EDA may not assign its rights and obligations under this Agreement without the prior written consent of VEDP. (b) This Agreement is made, and is intended to be performed, in the Commonwealth and shall be construed and enforced by the laws of the Commonwealth. Jurisdiction and venue for any litigation arising out of or involving this Agreement shall lie in the Circuit Court of the City of Richmond, VA, and such litigation shall be brought only in such court. (c) This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall be one and the same instrument. (d) If any provision of this Agreement is determined to be unenforceable, invalid or illegal, then the enforceability, validity and legality of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable law. (e) Attorney’s fees shall be paid by the party incurring such fees. (f)(e) If the Site subject to the Project is privately owned or otherwise not under the ownership and control of the Grantee, the Grantee shall provide evidence to VEDP prior to the start of work that the Grantee has obtained the necessary property interest in the land on which the Scope of Work is to be performed. If failure to provide such evidence results in a delay of the start of Work, the Grantee shall have no claim for compensation or additional damages on account of such delay, but shall be entitled to request an extension of the Performance Date as set forth in Section 6. (g)(f) Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The use of electronic signatures shall be of the same legal effect, validity, and enforceability as a manually executed signature. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, the Parties hereto have executed this Performance Agreement as of the date first written above. FREDERICK COUNTY ECONOMIC DEVELOPMENT AUTHORITY By Name: Title: Date: _________________________ VIRGINIA ECONOMIC DEVELOPMENT PARTNERSHIP AUTHORITY By Name: Title: Date: _________________________ Exhibit A: Scope of Work Exhibit B: Change Order Form Exhibit C: Remittance Document Exhibit D: Progress Report Exhibit E: Final Performance Report EXHIBIT A SCOPE OF WORK Exhibit B This is a request for a change to the Scope of Work document in the performance agreement for the grant funding from the Virginia Business Ready Site Program (VBRSP) Site Development Grant. We (grantee and property owner) acknowledge that the grant funding amount will not increase due to any cost change represented here and any additional cost accrued due to this change is our (the grantee and property owner) responsibility. Any change in cost requires the funding source is identified to VEDP, but it will not result in any additional fees for the grant. The request for change in scope does not automatically mean the change to the scope of work is approved. Change Order No. Date of Issuance: Address: Site Name: Grantee: Grantee Phone: Grantee Contact Name: Grantee Email: The Scope of Work is modified as follows upon execution of this Change Order: 1) Description/Reason for Change: 2) Benefits of Change: What are the positive outcomes of the change to the overall project? 3) Cost of Not Doing the Change: How will the overall project be affected if the change is not implemented? 4) Remedial Action Plan: What actions will be taken to ensure the project maintains it original performance date and meets expected interim deadlines, or if the change order is to extend the performance date, how will the project mitigate and prevent the need for further extensions? 5) Attachments: List out any attachments CHANGE IN SCOPE OF WORK COST CHANGE IN PERFORMANCE DATE [note changes in Milestones if applicable] Original Price: Substantial Completion By: $ Original Performance Date: days or dates [Increase] [Decrease] of this Change Order: [Increase] [Decrease] of this Change Order: Substantial Completion By: $ New Performance Date: days or dates New Price incorporating this Change Order: Substantial Completion By: $ New Performance Date: days or dates RECOMMENDED: ACCEPTED: By: By: Engineer/Contractor Grantee (Authorized Signature) Title: Title: Date: Date: Approved by VEDP: By: Date:_______________ Title: Please return to: Brian Williams, Development Director, Real Estate Solutions 804.221.8118 bwilliams@vedp.org Description of Expense/Invoice Vendor Documentation Submitted Date of Expense/Invoice Invoice Total Amount Requested from BRSP Amount Documented as Match Total Requested:- - - EXHIBIT C Site Name Point of Contact Phone Point of Contact Email Grantee Grantee Point of Contact VBRSP–Site Development Interim Reporting Form (10.23.25) 1 EXHIBIT D FORM OF PROGRESS REPORT VIRGINIA BUSINESS READY SITES PROGRAM PROJECT SUMMARY: Project Grantee Performance Date SUMMARY OF SCOPE OF WORK 1. Provide a brief description of the current stage of the project. Include the completed work to date, an estimate percentage of project complete to date, and the planned work over the next three months. 1a. At the date of this report, the following work has been completed: 1b. Planned work over the next three months will consist of : 2. Is the project projected to meet its next interim deadline according to the SOW? Please include the current project schedule and highlight where you are in the current process as well as any upcoming or current delays to the schedule. Based on the payments claimed for sewer work performed as a percentage of the total sewer portion of the contract amount, the following progress has been made as of the date of this report: 2a. Have any interim deadlines or milestones been missed? If so, what is the impact to the schedule? VBRSP–Site Development Interim Reporting Form (10.23.25) 2 2b. If the project has missed interim deadline, what remedial action is being taken to ensure the project will maintain the targeted performance date? 3. Are there any past or anticipated changes to the scope of work (SOW)? If so, please reference any previously submitted change orders and explain any anticipated changes to the SOW. 4. Are there any budget overruns or remaining funds? What is the funding strategy to address overruns? Are all expenses aligning with the approved budget line items? 5. Describe any new economic development prospects that the site has been marketed to. Please include project code name, industry, acreage, job count, anticipated average salary, and capital investment if available. 5a. Have any projects announced at the site? Please include project code name, industry, acreage, job count, anticipated average salary, and capital investment. Please indicate the remaining acreage available at the site. 6. Is there any additional way VEDP can support you in completing the grant project? TO BE CERTIFIED BY AN OFFICER OF THE GRANTEE: I certify that I have examined this report and to the best of my knowledge and belief, it is true, correct, and complete. Grantee: By: Name: VBRSP–Site Development Interim Reporting Form (10.23.25) 3 Title: Date: Please return to: Brian Williams, Development Director, Real Estate Solutions 804.221.8118 bwilliams@vedp.org VBRSP–Site Development Final Reporting Form – FY25 (10232025) 1 EXHIBIT E FORM OF FINAL REPORT PROJECT SUMMARY: Project Grantee Performance Date PROJECT PERFORMANCE:1 Performance Measurement Pre-Award Post Award Contiguous Acreage Zoning Site Tier:2 Project Cost 1 Final, actual performance will be reported on VEDP’s public reporting website. 2 Attach the site’s updated Characterization Letter. Project Investment Breakdown Amount Total BRSP Funds Expended $ Total Match Expended Total Project Investment $ Total linear feet of ROW acquired Total linear feet of gas line constructed Total linear feet of water line constructed Total linear feet of sewer line constructed Total linear feet of rail line constructed Total linear feet of electrical line constructed Linear feet of road constructed Acreage of pad created Total increase in natural gas capacity (above starting) Total increase in water capacity (above starting) Total increase in sewer capacity (above starting) Total increase in electrical capacity (above starting) VBRSP–Site Development Final Reporting Form – FY25 (10232025) 2 1) Provide a brief description of the full scope of work completed with the BRSP funds. 2) Please provide a brief description of the full scope of work completed with matching funds, if scope differs from BRSP. 3) What was the biggest obstacle to project completion? 4) What additional scope of work, if any, is required to advance site readiness? Has any funding been identified for this scope of work? 5) Describe any new economic development prospects that they site has been marketed to. Please include project code name, industry, acreage, job count, anticipated average salary, and capital investment if available. Have any projects announced at the site? Please include project code name, industry, acreage, job count, anticipated average salary, and capital investment. Please indicate the remaining acreage available at the site. VBRSP–Site Development Final Reporting Form – FY25 (10232025) 3 TO BE CERTIFIED BY AN OFFICER OF THE GRANTEE: I certify that I have examined this report and to the best of my knowledge and belief, it is true, correct, and complete. Grantee: By: Name: Title: Date: Please return to: Brian Williams, Development Director, Real Estate Solutions 804.221.8118 bwilliams@vedp.org DATE: June 28, 2026 TO: Board of Directors Frederick County Economic Development Authority FROM: Wendy May, CEcD Interim Director CC: Jay Tibbs Deputy County Administrator RE: Welcoming of New EDA Director, Amanda Killen We would like to welcome Amanda Killen to the role of Director of the Frederick County Economic Development Authority. Ms. Killen brings deep, wide-ranging experience in community and economic development to the role. Throughout her career, she has served as a Chamber of Commerce Director, Main Street Director, and Director of Community Development, and has worked as a grant writer and consultant on revitalization and economic development projects for communities across the country through her private consulting practice. Amanda has extensive experience leveraging public-private partnerships along with state and federal economic development programs, and is skilled at identifying grant opportunities, incentives, and funding mechanisms to support both existing businesses and new investment. She believes in building collaborative, layered partnerships between local government, nonprofits, private organizations, and the community itself, driving sustainable growth while keeping citizens and stakeholders informed and engaged throughout the process. The meeting will provide an opportunity to discuss the EDA’s path forward and share ideas as Amanda gets started in her new role.