[Code 1991, § 3-496; Ord. No. 04-33, 1-11-2005]
The name of the authority described in this article is the Economic
Development Authority of the City of Fredericksburg.
[Code 1991, § 3-497]
The Economic Development Authority shall have the following
powers, together with all powers incidental thereto or necessary for
the performance of the powers stated in this section:
A. To sue and be sued and to prosecute and defend, at law or in equity,
in any court having jurisdiction of the subject matter and of the
parties.
B. To adopt and use a corporate seal and to alter the seal at pleasure.
D. To acquire, whether by purchase, exchange, gift, lease or otherwise,
and to improve, maintain, equip and furnish, one or more authority
facilities including all real and personal properties which the Board
of Directors of the authority may deem necessary in connection therewith
and regardless of whether any such facilities shall then be in existence.
E. To lease to others any or all of its facilities and to charge and
collect rent therefor and to terminate any such lease upon the failure
of the lessee to comply with any of the obligations thereof; and to
include in any such lease, if desired, a provision that the lessee
thereof shall have options to renew such lease or to purchase any
or all of the leased facilities, or that upon payment of all of the
indebtedness of the authority it may lease or convey any or all of
its facilities to the lessee thereof with or without consideration.
F. To sell, exchange, donate, and convey any or all of its facilities
or properties whenever its Board of Directors shall find any such
action to be in furtherance of the purposes for which the authority
was organized.
G. To issue its bonds for the purpose of carrying out any of its powers
including specifically, but without intending to limit any power conferred
by this section or state law, the issuance of bonds to provide longterm
financing of any pollution control facility, whether any such facility
was constructed prior to or after the enactment of the ordinance from
which this section is derived or the receipt of a commitment from
the authority to undertake financing pursuant to this subsection,
unless the major part of the proceeds of such bonds will be used to
redeem any prior longterm financing of such facility other than financings
pursuant to Code of Virginia, § 15.2-4900 et seq., or any
similar law.
H. As security for the payment of the principal of and interest on any
bonds so issued and any agreements made in connection therewith, to
mortgage and pledge any or all of its facilities or any part thereof,
whether then owned or thereafter acquired, and to pledge the revenues
therefrom or from any part thereof or from any loans made by the authority.
I. To employ and pay compensation to such employees and agents, including
attorneys, and real estate brokers whether engaged by the authority
or otherwise, as the Board of Directors shall deem necessary in carrying
on the business of the authority.
J. To exercise all powers expressly given the authority by the City
Council and to establish bylaws and make all rules and regulations,
not inconsistent with the provisions of this division, deemed expedient
for the management of the authority's affairs.
K. To appoint an industrial advisory committee or similar committee
to advise the authority, consisting of such number of persons as it
may deem advisable. Such persons may be compensated such amount per
regular, special, or committee meeting as may be approved by the appointing
authority, not to exceed $50 per meeting day, and may be reimbursed
for necessary traveling and other expenses incurred while on the business
of the authority.
L. To borrow money and to accept contributions, grants and other financial
assistance from the United States of America and agencies or instrumentalities
thereof, the commonwealth, or any political subdivision, agency, or
public instrumentality of the commonwealth, for or in aid of the construction,
acquisition, ownership, maintenance or repair of the authority facilities,
for the payment of principal of any bond of the authority, interest
thereon, or other cost incident thereto, or in order to make loans
in furtherance of the purposes of this division of such money, contributions,
grants, and other financial assistance, and to this end the authority
shall have the power to comply with such conditions and to execute
such agreements, trust indentures, and other legal instruments as
may be necessary, convenient or desirable and to agree to such terms
and conditions as may be imposed.
M. To make loans or grants to any person, partnership, association, corporation, business, or governmental entity in furtherance of the purposes of this division, including for the purposes of promoting economic development, provided that such loans or grants shall be made only from revenues of the authority which have not been pledged or assigned for the payment of any of the authority's bonds, and to enter into such contracts, instruments, and agreements as may be expedient to provide for such loans and any security therefor. An authority may also be permitted to forgive loans or other obligations if it is deemed to further economic development. The word "revenues," as used in this subsection, includes contributions, grants and other financial assistance, as set out in Subsection
L of this section. The authority shall not have power to operate any facility as a business other than as lessor and shall not have the power to operate any single-family or multifamily housing facilities. However, the authority shall have the power to apply for, establish, operate and maintain a foreign-trade zone in accordance with the provisions of Code of Virginia, § 62.1-159 et seq. Any meeting held by the Board of Directors at which formal action is taken shall be open to the public.
N. To issue reports and recommendations to City Council and the City
Manager on specific measures that can be taken by the City Manager,
the City Council, the commonwealth, and the Fredericksburg area business
community to foster economic development, including, but not limited
to, the following:
(1) The establishment of economic development goals and objectives for
the City.
(2) The preparation of statistical data and promotional materials for
economic development.
(3) The design and implementation of programs to encourage merchants
and owners of commercial property in the downtown area to improve
and beautify the facades of their properties.
(4) The promotion of greater cooperation and coordination among state
and local governmental agencies and officers for economic development.
[Code 1991, § 3-498]
The Economic Development Authority shall be a separate political
subdivision as contemplated in Code of Virginia, § 15.2-4900
et seq.
[Code 1991, § 3-499]
A. The Economic Development Authority Board of Directors shall be appointed
by the City Council and shall be composed of seven members, whose
terms of office and qualifications shall be as follows:
(1) Terms of office shall be staggered terms of four years.
(2) Members shall be residents of the City at all times.
(3) No member shall be an officer or employee of the City.
B. Each Director shall, upon appointment or reappointment, before entering
upon his duties, take and subscribe the oath prescribed by Code of
Virginia, § 49-1.
C. Subsequent appointments shall be for terms of four years, except
appointments to fill vacancies, which shall be for the unexpired terms.
All terms of office shall be deemed to commence upon the date of the
initial appointment to the authority, and thereafter, in accordance
with the provisions of this section.
D. If at the end of any term of office of any Director a successor thereto
has not been appointed, then the Director whose term of office has
expired shall continue to hold office until his successor is appointed
and qualified.
E. Every Director shall, at the time of his appointment and thereafter,
reside in a locality within which the authority operates or in an
adjoining locality. When a Director ceases to be a resident of such
locality, the Director's office shall be vacant and a new Director
may be appointed for the remainder of the term.
The Board of Directors of the Economic Development Authority
shall elect from their membership a chair and a vice-chair, and from
their membership or not, as they desire, a secretary and a treasurer,
or a secretary-treasurer, who shall continue to hold such office until
their respective successors are elected. The Directors shall receive
no salary but may be compensated such amount per regular, special,
or committee meeting or per each official representation as may be
approved by the City Council, not to exceed $200 per meeting or official
representation, and shall be reimbursed for necessary traveling and
other expenses incurred in the performance of their duties.
Four members of the Board of Directors of the Economic Development
Authority shall constitute a quorum of the Board for the purposes
of conducting its business and exercising its powers and for all other
purposes, except that no facilities owned by the authority shall be
leased or disposed of in any manner without a majority vote of the
members of the Board of Directors. No vacancy in the membership of
the board shall impair the right of a quorum to exercise all the powers
and perform all the duties of the Board.
A. The Board of Directors of the Economic Development Authority shall
keep detailed minutes of its proceedings, which shall be open to public
inspection at all times. It shall keep suitable records of its financial
transactions and, unless exempted by Code of Virginia, § 30-140,
it shall arrange to have the records audited annually. Copies of each
such audit shall be furnished to the City Council and shall be open
to public inspection.
B. Two copies of the report concerning issuance of bonds required to
be filed with the United States Internal Revenue Service shall be
certified as true and correct copies by the secretary or assistant
secretary of the authority. One copy shall be furnished to the City
Council and the other copy mailed to the state department of business
assistance.
[Code 1991, § 3-502]
The City Manager shall provide the Economic Development Authority
with staff to record and transcribe the minutes of each meeting of
the authority. Records of the public hearings conducted by the Economic
Development Authority and records of other actions taken by the authority
shall be maintained in a public place, reasonably accessible to the
public, as designated from time to time by the City Manager.
[Code 1991, § 3-500]
A. Whenever federal law requires public hearings and public approval
as a prerequisite to obtaining federal tax exemption for the interest
paid on industrial development bonds, unless otherwise specified by
federal law or regulation, the public hearing shall be conducted by
the Economic Development Authority and the procedure for the public
hearing and public approval shall be in accordance with this section.
B. For a public hearing by the authority, notice of the hearing shall
be published once a week for two successive weeks in a newspaper having
general circulation in the locality in which the facility to be financed
is to be located of intention to provide financing for a named individual
or business entity. The applicant shall pay the cost of publication.
The notice shall specify the time and place of hearing at which persons
may appear and present their views. The hearing shall be held not
less than six days and not more than 21 days after the second notice
shall appear in such newspaper. The notice shall contain the name
and address of the authority; the name and address (principal place
of business, if any) of the party seeking financing; the maximum dollar
amount of financing sought; and the type of business and purpose and
specific location, if known, of the facility to be financed. If after
the hearing has been held the authority approves the financing, a
reasonably detailed summary of the comments expressed at the hearing
shall be conveyed promptly to the City Council together with the recommendation
of the authority.
C. For public approval, the City Council shall within 60 calendar days
from the public hearing held by the authority either approve or disapprove
financing of any facility recommended by the authority. Action of
the City Council shall be by a majority of a quorum set out in a resolution.
Such vote shall be recorded and disclose how each member voted.
D. The provisions of this section shall not apply to bonds, notes or
other obligations issued pursuant to hearings held and governmental
approvals obtained prior to the effective date of Code of Virginia,
§ 15.2-4906, in compliance with federal law or regulation.
A. Every request for economic development (facility) financing when
submitted to the City Council for approval shall be accompanied by
a statement in the following form:
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(Name of Applicant)
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(Facility)
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1.
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Maximum amount of financing sought
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$__________
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2.
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Estimated taxable value of the facility's real property to be
constructed in the locality
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$__________
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3.
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Estimated real property tax per year using present tax rates
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$__________
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4.
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Estimated personal property tax per year using present tax rates
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$__________
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5.
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Estimated merchants' capital tax per year using present tax
rates
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$__________
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6.
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a.
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Estimated dollar value per year of goods that will be purchased
from Virginia companies within the locality
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$__________
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b.
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Estimated dollar value per year of goods that will be purchased
from non-Virginia companies within the locality
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$__________
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c.
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Estimated dollar value per year of services that will be purchased
from Virginia companies within the locality
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$__________
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d.
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Estimated dollar value per year of services that will be purchased
from non-Virginia companies within the locality
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$__________
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7.
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Estimated number of regular employees on year round basis
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$__________
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8.
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Average annual salary per employee
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$__________
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Signature
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Authority Chairman
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Name of Authority
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If 1 or more of the above questions do not apply to the facility
indicate by writing N/A (not applicable) on the appropriate line.
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B. The provisions of this section shall not apply to bonds, notes or
other obligations issued pursuant to hearings held and governmental
approvals obtained prior to the effective date of Code of Virginia,
§ 15.2-4900 et seq., in compliance with federal law or regulation.
A. Subject to the limitations of Code of Virginia, § 15.2-5000
et seq., the Economic Development Authority may issue bonds from time
to time in its discretion, for any of its purposes, including the
payment of all or any part of the cost of authority facilities and
including the payment or retirement of bonds previously issued by
it. All bonds issued by the authority shall be payable solely from
the revenues and receipts derived from the leasing or sale by the
authority of its facilities or any part thereof or from payments received
by the authority in connection with its loans, and the authority may
issue such types of bonds as it may determine, including, without
limiting the generality of the foregoing, bonds payable, both as to
principal and interest: (i) from its revenues and receipts generally;
(ii) exclusively from the revenues and receipts of a particular facility
or loan; or (iii) exclusively from the revenues and receipts of certain
designated facilities or loans whether or not they are financed in
whole or in part from the proceeds of such bonds. Unless otherwise
provided in the proceeding authorizing the issuance of the bonds,
or in the trust indenture securing the bonds, all bonds shall be payable
solely and exclusively from the revenues and receipts of a particular
facility or loan. Bonds may be executed and delivered by the authority
at any time and from time to time, may be in such form and denominations
and of such terms and maturities, may be in registered or bearer form
either as to principal or interest or both, may be payable in such
installments and at such time not exceeding 40 years from the date
thereof, may be payable at such place whether within or outside the
commonwealth, may bear interest at such rate, may be payable at such
time, may be evidenced in such manner, and may contain such provisions
not inconsistent with this division, all as shall be provided and
specified by the Board of Directors in authorizing each particular
bond issue. If deemed advisable by the Board of Directors, there may
be retained in the proceedings under which any bonds of the authority
are authorized to be issued an option to redeem all or any part thereof
as may be specified in such proceedings, at such price and after such
notice and on such terms and conditions as may be set forth in such
proceedings and as may be briefly recited on the face of the bonds,
but nothing contained in this section shall be construed to confer
on the authority any right or option to redeem any bonds except as
may be provided in the proceedings under which they shall be issued.
Any bonds of the authority may be sold at public or private sale in
such manner and from time to time as may be determined by the Board
of Directors of the authority to be most advantageous, and the authority
may pay all costs, premiums and commissions which its Board of Directors
may deem necessary or advantageous in connection with the issuance
thereof. Issuance by the authority of one or more series of bonds
for one or more purposes shall not preclude it from issuing other
bonds in connection with the same facility or any other facility,
but the proceedings whereunder any subsequent bonds may be issued
shall recognize and protect any prior pledge or mortgage made for
any prior issue of bonds. Any bonds of the authority at any time outstanding
may from time to time be refunded by the authority by the issuance
of its refunding bonds in such amount as the Board of Directors may
deem necessary, but not exceeding an amount sufficient to refund the
principal of the bonds so to be refunded, together with any unpaid
interest thereon and any costs, premiums or commissions necessary
to be paid in connection therewith. Any such refunding may be effected
whether the bonds to be refunded shall have then matured or shall
thereafter mature, either by sale of the refunding bonds and the application
of the proceeds thereof to the payment of the bonds to be refunded
thereby, or by the exchange of the refunding bonds for the bonds to
be refunded thereby, with the consent of the holders of the bonds
so to be refunded, and regardless of whether the bonds to be refunded
were issued in connection with the same facilities or separate facilities,
and regardless of whether the bonds proposed to be refunded are payable
on the same date or on different dates or are due serially or otherwise.
B. All bonds shall be signed by the chair or vice-chair of the authority
or shall bear his facsimile signature, and the corporate seal of the
authority or a facsimile thereof shall be impressed or imprinted thereon
and attested by the signature of the secretary (or the secretary-treasurer)
or the assistant secretary (or assistant secretary-treasurer) of the
authority or shall bear his facsimile signature, and any coupons attached
thereto shall bear the facsimile signature of the chair. In case any
officer whose signature or a facsimile signature appears on any bonds
or coupons ceases to be an officer before delivery of such bonds,
such signature or such facsimile shall nevertheless be valid and sufficient
for all purposes the same as if he had remained in office until such
delivery. When the signatures of both the chair or the vice-chair
and the secretary (or the secretary-treasurer) or the assistant secretary
(or the assistant secretary-treasurer) are facsimiles, the bonds shall
be authenticated by a corporate trustee or other authenticating agent
approved by the authority.
C. If the proceeds derived from a particular bond issue, due to error
of estimates or otherwise, are less than the cost of the authority
facilities for which such bonds were issued, additional bonds may
in like manner be issued to provide the amount of such deficit and,
unless otherwise provided in the proceedings authorizing the issuance
of the bonds of such issue or in the trust indenture securing the
bonds, shall be deemed to be of the same issue and shall be entitled
to payment from the same fund without preference or priority of the
bonds of the first issue. If the proceeds of the bonds of any issue
shall exceed such cost, the surplus may be deposited to the credit
of the sinking fund for such bonds or may be applied to the payment
of the cost of any additions, improvements or enlargements of the
authority facilities for which such bonds shall have been issued.
D. Prior to the preparation of definitive bonds, the authority may,
under like restrictions, issue interim receipts or temporary bonds
with or without coupons, exchangeable for definitive bonds when such
bonds shall have been executed and are available for delivery. The
authority may also provide for the replacement of any bonds which
are mutilated, destroyed or lost. Bonds may be issued under the provisions
of this division without obtaining the consent of any department,
division, commission, board, bureau or agency of the commonwealth,
and without any other proceedings or the happening of any other conditions
or things other than those proceedings, conditions or things which
are specifically required by this division; however, nothing contained
in this division shall be construed as affecting the powers and duties
now conferred by law upon the state corporation commission.
E. All bonds issued under the provisions of this division shall have
and are hereby declared to have all the qualities and incidents of
and shall be and are hereby made negotiable instruments under the
Uniform Commercial Code of Virginia, Code of Virginia, § 8.1-101
et seq., subject only to provisions respecting registration of the
bonds.
F. In addition to all other powers granted to the authority by this
division, the authority may issue, from time to time, notes or other
obligations of the authority for any of its authorized purposes. The
provisions of this division which relate to bonds or revenue bonds
shall apply to such notes or other obligations insofar as such provisions
may be appropriate.
A. Bonds issued pursuant to this division shall not be deemed to constitute
a debt or a pledge of the faith and credit of the commonwealth, or
the City Council, but such bonds shall be payable solely from the
funds provided therefor as authorized in this division. All such bonds
shall contain on the face thereof a statement to the effect that neither
the commonwealth, nor any political subdivision thereof, nor the authority,
shall be obligated to pay the bonds or the interest thereon or other
costs incident thereto except from the revenues and moneys pledged
therefor and that neither the faith and credit nor the taxing power
of the commonwealth, or any political subdivision thereof, is pledged
to the payment of the principal of such bonds or the interest thereon
or other costs incident thereto.
B. Neither the Directors of the Economic Development Authority nor any
person executing the bonds shall be liable personally on the bonds
by reason of the issuance thereof.
C. All expenses incurred in carrying out the provisions of this division
shall be payable solely from the funds of the authority and no liability
or obligation shall be incurred by the authority under this division
beyond the extent to which moneys shall be available to the authority.
D. Bonds issued pursuant to the provisions of this division shall not
constitute an indebtedness within the meaning of any debt limitation
or restriction.
The principal of and interest on any bonds issued by the Economic
Development Authority shall be secured by a pledge of the revenues
and receipts out of which the same shall be made payable, and may
be secured by a trust indenture covering all or any part of the authority
facilities from which revenues or receipts so pledged may be derived,
including any enlargements of and additions to any such projects thereafter
made. The resolution under which the bonds are authorized to be issued
and any such trust indenture may contain any agreements and provisions
respecting the maintenance of the projects covered thereby, the fixing
and collection of rents for any portions thereof leased by the authority
to others, the creation and maintenance of special funds from such
revenues and the rights and remedies available in the event of default,
all as the Board of Directors shall deem advisable not in conflict
with the provisions of this division. Each pledge, agreement and trust
indenture made for the benefit or security of any of the bonds of
the authority shall continue effective until the principal of and
interest on such bonds have been fully paid. In the event of default
in such payment or in any agreements of the authority made as a part
of the contract under which the bonds were issued, whether contained
in the proceedings authorizing the bonds or in any trust indenture
executed as security therefor, such payment or agreements may be enforced
by writ of mandamus, or by a suit, action or proceeding at law or
in equity to compel the authority and the Directors, officers, agents
or employees thereof to perform the terms, provisions, and covenants
contained in any trust indenture of the authority, by the appointment
of a receiver in equity or by foreclosure of any such trust indenture
or any one or more of such remedies.
The Economic Development Authority shall fix and revise from
time to time the rents, fees and other charges to be paid to it in
connection with the lease or sale of various authority facilities
and for any other services furnished or provided by the authority.
Such rents, fees and charges shall provide at least sufficient funds
to pay the cost of maintaining, repairing and operating such projects
and the principal and interest of any bonds issued by the authority
or other debts contracted as the bonds become due and payable. The
authority and the City may agree on payment by the authority on account
of governmental services to be rendered by the City in such amounts
as the authority may find to be consistent with the purposes of this
division. A reserve may be accumulated and maintained out of the revenues
and receipts of the authority for extraordinary repairs and expenses
and for such other purposes as may be provided in any resolution authorizing
a bond issue or in any trust indenture securing the authority's bonds.
Subject to such provisions and restrictions as may be set forth in
the resolution or in the trust indenture authorizing or securing any
of the bonds or other obligations under this division, the authority
shall have exclusive control of the revenues and receipts derived
from the lease or sale of any authority facility and the right to
use the revenues and receipts in the exercise of its powers and duties
set forth in this division.
The Economic Development Authority is hereby declared to be
performing a public function in behalf of the City and to be a public
instrumentality of the City. Accordingly, the income, including any
profit made on the sale thereof from all bonds issued by the authority,
shall at all times be exempt from all taxation by the commonwealth
or any political subdivision thereof.
The Economic Development Authority shall be nonprofit and no
part of its net earnings remaining after payment of its expenses shall
inure to the benefit of any individual, firm or corporation, except
that if the Board of Directors of the authority determines that sufficient
provision has been made for the full payment of the expenses, bonds
and other obligations of the authority then any net earnings of the
authority thereafter accruing shall be paid to the City. However,
nothing contained in this section shall prevent the Board of Directors
from transferring all or any part of its facilities or properties
in accordance with the terms of any contract entered into by the authority.
Whenever the Board of Directors of the Economic Development
Authority by resolution determines that the purposes for which the
authority was formed have been substantially complied with and all
bonds theretofore issued and all obligations theretofore incurred
by the authority have been fully paid, the then members of the Board
of Directors of the authority shall thereupon execute and file for
record with the City Council a resolution declaring such facts. If
the City Council is of the opinion that the facts stated in the authority's
resolution are true and that the authority should be dissolved, it
shall so resolve and the authority shall stand dissolved. Upon such
dissolution, the title to all funds and properties owned by the authority
at the time of such dissolution shall vest in the City and possession
of such funds and properties shall forthwith be delivered to the City.
The bonds issued pursuant to this division shall be and are
hereby declared to be legal and authorized investments for banks,
savings banks, trust companies, building and loan associations, insurance
companies, fiduciaries, trustees, and guardians and for all public
funds of the commonwealth or other political corporations or subdivisions
of the commonwealth. Such bonds shall be eligible to secure the deposit
of public funds of the commonwealth, localities, school districts
or other political corporations or subdivisions of the commonwealth,
and shall be security for such deposits to the extent of their value
when accompanied by all unmatured coupons appertaining thereto.
The City may acquire, pursuant to Code of Virginia, § 15.2-1800,
but not by condemnation, a facility site and may likewise transfer
any facility site to the Economic Development Authority. Such transfer
may be authorized by a resolution of the City Council without submission
of the question to the voters and without regard to the requirements,
restrictions, limitations or other provisions contained in any other
general, special or local law. Such facility sites may be located
within or outside or partially within or outside the City. If a real
estate broker licensed under Code of Virginia, § 54.1-2100,
represents a party in a transaction through which a facility site
is acquired, the City may pay a reasonable brokerage fee to such real
estate broker.
This division neither limits nor restricts any powers which
the Economic Development Authority might otherwise have under any
laws of the commonwealth. No proceedings, notice or approval shall
be required for the organization of the authority or the issuance
of any bonds or any instrument as security therefor, except as provided
in this division. However, nothing in this section shall be construed
to deprive the commonwealth and its political subdivisions of their
respective police powers over properties of the authority or to impair
any power thereover of any official or agency of the commonwealth
and its political subdivisions which may be otherwise provided by
law. Nothing contained in this division shall be deemed to authorize
the authority to occupy or use any land, streets, buildings, structures
or other property of any kind, owned or used by any political subdivision
within its jurisdiction, or any public improvement or facility maintained
by such political subdivision for the use of its inhabitants, without
first obtaining the consent of the governing body thereof.
The powers granted and the duties imposed in this division are
independent and severable. If any one or more sections, subsections,
sentences, or parts of any of this division are adjudged unconstitutional
or invalid, such adjudication shall not affect, impair or invalidate
the remaining provisions thereof, but shall be confined in its operation
to the specific provisions so held unconstitutional or invalid. Any
provision of this division which is found to be in conflict with any
statute of the state or the Charter shall be controlling and shall
supersede such statute or the Charter to the extent of such conflict.