Economic Development Authority (Special Meeting - Virtual)   12/17/2024

Trevor is on his way.

Excellent.

All right.

Yeah.

Well, why don't we go ahead and start?

We have a we have a quorum.

I think we're expecting a few, potentially one other EDA member.

But we'll go ahead and get started.

The matters from the public, is there any matters from the public?

OK. All right.

So and I see Director Storm has joined us as well.

So so the next item is approval of the minutes.

Are there any comments on the minutes?

I'll second.

All right.

All right.

Minutes are approved.

Financial reports.

So looking at the bonds, this is for the people who weren't at the meeting, this is the new

format for the financial report going forward.

So the bond amounts for revenue of 37, 393 for Westminster Canterbury, Covenant Schools, 4,411, and Martha Jefferson, 71,746.

The general fund transfer for tax rebates, 261,

for the fiscal year 25 balance, remaining balance, loan repayment, Lewis and Clark Exploratory Center, $12,500, and then accrued funds from the EDA accounts are, so,

are basically, we've exceeded the, what we've received has exceeded the projections from 5,546, okay.

Let me ask a question.

I think Emily may, maybe I don't know if you know or someone else.

Are we, on the interest, so the funds that the county was able to identify as sort of the EDA's fund, the contingency funds, are those

Are those in an account that is earning interest now?

That's a great follow-up question for us.

So I don't get ahead of my skis, I will follow up on that and make sure that we also address that at our next meeting so that the public has the benefit of that answer as well.

We do know based on

Director Johnson's report that the interest for the EDA funds has accrued really well above what was projected from the budget.

But I will confirm what funds are subject to that interest account.

Because one of the things I know the airport did

recently was shift some of the money into one of the slightly more aggressive accounts that that are still, you know, able to still covered or approved within the as a locality.

But the interest was substantially more so we've got if if that money is sitting around and earning interest, we probably just

should be thinking about ways to maximize it that are still qualified sources of those.

And then the other question is on the bonds.

Do we know when those payments get made?

I was just curious.

There is a schedule for when those are invoiced.

So those are one time a year when those all come in.

For the most part, it's generally the spring.

It might make sense to just, and these are sort of two sort of stylistic things.

It might make sense to just kind of put in parentheses

When those are generally paid, like next to the name, just so that it's obvious whether or not it's being paid or has been paid.

Great, yeah, we can handle that.

Avery, I wanted to invite you to share, I know we've got some feedback from the prior EDA meeting about sort of where we are on the financial report.

Yeah, so this

We're going to incorporate some of the stuff we talked about last month, some of the feedback that you guys have.

This month is not going to look any different.

It should look the same as it was.

The only difference you'll notice is we ended up paying a Brookdale payment, which is that $48,707 that you're seeing.

But starting in the new year, we'll add some of those, what you're saying.

So we'll put in some of the dates where you guys can expect bond payments to be out.

And then some of those multi-year accounts that you guys were mentioning, like Home Depot and some of the ones that will be affected further on.

We're going to add a secondary page so that it's more multi-year encompassing as opposed to this one which just focuses on FY 25.

Okay, that's great.

Thank you.

Thanks Avery.

So instead of just reading all this, this next section are the expenses.

But really, if you look down at the bottom, you can see the funds the EDA can use to leverage or support initiatives, which is really the key number that we're looking at.

So our remaining balance, which I think they were going to adjust that, right, Emily, from last meeting, we are at

$2,235,353.23.

Oh, I'm sorry.

I'm sorry.

The funds we can leverage is $1,292,254.12.

Yeah, so that's some of the work that Avery, we're hoping to get as part of the January EDA board packet.

The work to pull that together is just a little bit more intensive.

And the way that the gap between the two EDA meetings fell, it didn't give us a ton of time to respond to those, the feedback from last time in real time.

But we think that we can get that for the January meeting.

Looks good.

Yes, I just wanted to know, I'm sorry I couldn't get on, raise my hand fast enough, but regarding the Lewis and Clark, I saw they had $12,500.

No, it's not.

It's an increasing amount.

We did a phased in approach.

They have said that they're going to pay this by the end of the year.

So hopefully we'll get it in the next two weeks.

before the end of the year.

Oh, that's good, that's good news because I know they've had trouble paying before I was on that committee, but good news.

I motion to approve.

Motion.

All right.

I'll take that as Andy's motion and Steve's second.

All right.

Financial report is approved.

Unfinished business.

So the EDA calendar.

Avery, do you have anything you wanted to add to this beyond

This is it.

Does anybody have any comments on these dates?

Hearing none, we'll approve this.

OK. Our lawyer says thumbs up, so we will.

All right.

All right.

All in favor?

Aye.

Aye.

Aye.

All right.

The meeting dates are approved.

So the next item is the revised resolution for support of Seville Biohub's Go Virginia grant.

Yeah, thank you Mr.

Chair and good afternoon directors of the EDA.

Thank you, thank you so much.

The last item under unfinished business has to do with the Go Virginia grant for Seville Biohub.

Many of the directors will probably recall that

Earlier in the year we had two presentations on this opportunity.

Dr. Hastings, the Executive Director for Siebel Biohub came and gave kind of an introductory overview of the organization in February.

And then in March, we had a little bit more of an in-depth look at the specific proposal.

We had other invited guests at that meeting, Pace Lochte, who leads economic development for the University of Virginia, as well as Shannon Holland, the Go Virginia Region 9 coordinator.

and at that meeting we passed a resolution that said if Siebel Biohub was successful in their grant application that they could count on the EDA for a total of $300,000 of support and so today what we're doing now that the grant it was approved over the summer and then the

The contract and MOU governing that grant was executed at the end of November.

Now that we have all that information, we're just adopting a revised resolution that clarifies the name and the milestones that are expected with this grant and authorization to proceed with the year one payment.

So that $300,000 of support was scheduled to occur in $100,000 payments a year for three consecutive years.

Avery, can we go to the next slide?

And just to touch a little bit on what the grant was actually for as a refresher, Charlottesville was part of a really exciting announcement identifying Charlottesville as part of

what the governor called Virginia's Research Triangle.

So these are accelerators for the life sciences, companies that are associated with Virginia Tech, UVA, and VCU.

The state approved about $5 million of support for each of these areas.

In our area, the SEVO Biohub will occupy space in Town Center 4 up in North Fork.

They'll be taking cohorts of startups through their accelerator program, which connects them to a variety of different resources.

That has strong alignment to our strategic plan.

It's one of our target industries.

And it's a fantastic example of how we're able to leverage funding from a variety of different sources.

So the state has provided about $4.3 million.

Seville Biohub on their own went out and found about $2.7 million to match that.

And then at the local level, the city and county are contributing a total of $375,000.

So Avery, we can go to the next slide.

So again, the purpose of today is just kind of now that the grant has been formally executed and we have those documents around the milestones that will be expected each year, we wanted to bring it back before the EDA to just get formal authorization for that first year payment.

Yeah, does anybody have any questions for J.T.

?

All right.

Yes.

The $375,000 is that from the us and the city of Charlottesville, is that including our $300,000?

Yes.

OK. And to reiterate, I mean, one of my concerns is none of that is going for salaries.

Is that correct?

Okay, but she knows about our concerns.

Yes.

All right, thank you.

That's all the questions I have.

So moved.

All right.

There's a second.

Any further discussion?

All right.

Not hearing anything.

I can do that.

Let's see.

Director Mottola?

Aye.

Aye.

Okay.

Thank you, J.T.

New business.

This is really the high point of the year, I know for everyone.

So FOIA training, Richie,

Yeah, this is going to hurt you all more than me.

I don't know.

Let's see.

Nikki, can we share screen?

I don't know how to do that.

Is she there?

Is that right?

Yes, if you can't, if we're having trouble with the sharing screen, we have it in the PowerPoint already if we want to do it that way.

I'm not sure.

Yeah, go ahead.

Well, hold on now.

All right, that's fine.

May I say something before Richie goes on?

Sure.

I just want to wish everybody a Joyeux Noel, because I don't need to do the foyer training, so I just want to wish everyone a very happy, Merry Christmas and Happy New Year.

Love you all.

Thank you.

All right, safe travels.

Okay, thank you.

Bon voyage.

All right, so like I said, this is going to be more painful for you all than for me, but this is to satisfy the every two-year training.

We've been through the conflict of interest, and that's been certified.

And we get through this, and then we'll have certificates that'll be filed with the clerk of the board of supervisors.

And so that'll satisfy two years of training.

Most everyone, I think everyone in terms of orientation has gone through some basic FOIA training, and this pretty much just parallels that.

So it may sound redundant or repetitive.

And so for that, I apologize, but we're going to check the box.

It's also going to be kind of a high level.

Review of FOIA in the sense that we're trying to get through this and mainly it's issue spotting for you all so that if you see, and I think most of you all are pretty well on top of this anyway, but if you have a question or you have an issue that comes up during your service, I think everyone's real good about asking and getting clarity.

So in terms of just credit, I want to give credit to Amanda Farley.

She's a senior assistant county attorney.

Anthony Bissette in our office also.

Like a good lawyer, I plagiarized the best I could.

And so much of this material has come from presentations that they've given to different bodies.

So let's see.

So I guess we move on to the next slide.

The Virginia Freedom of Information Act is found in the Virginia Code, the sites in the slide right there.

I remember as a kid hearing from family, they talked about Sunshine Laws and

and that's essentially what this is.

It's a sunshine law that means open government.

So all the records of local government and all the meetings of local government are presumed to be open and to be available to the public.

It applies to public bodies, all public bodies.

And so the documents that a public body creates and even the local government are presumed to be open.

It applies to meetings.

Meetings are supposed to be public.

If there's going to be a closed meeting or a confidential meeting, then that's an exception and it has to check a certain box in the Virginia Code.

And of course, it addresses public records.

And so that's our breakdown is between public records and public meetings in the Virginia Code.

identifies the exceptions that apply, what we call the closed meetings, which we have experience with, and then also the withholding or redaction of information from public records.

So we'll move to the next slide.

So I'm going to take advantage of, for the lawyers in the group,

I guess it's called Primacy and Recency.

And right now we're on Primacy, and so we're going to do this twice.

I'm going to mention the key takeaways that I hope you take from this discussion.

First is that if you ever ask by a member of the public or a member of the press for information about economic development related to what we do, then I suggest and ask that you please tell staff immediately.

And the reason is because when there's no formal way to make a FOIA request, it can be done.

I always say like someone could come up and ask in the parking lot.

If that happens, then we have a time in which we have to respond and that's usually five days.

So it's important that we can clarify the request and get on it.

So that's in regards to requests for public records.

In terms of meetings, the lesson is don't discuss EDA-related business or transactions with two or more directors outside of an officially noticed and convened meeting.

If there's a discussion of three or more of the directors and it's about EDA business or EDA transactions or potential business, then that constitutes a meeting under Virginia law.

And if it's not noticed and if it's not open to the public, it could be a violation of FOIA and subject to a penalty.

The final note is that if you create a record, a writing, a recording, anything that's related to the transaction of EDA business or the discussion of EDA business, don't destroy it.

Hold on to it.

You can save it by sending it to county staff to save on your behalf just so we can preserve that record.

The reason I say that is because Virginia has a retention of public records statute.

In the Library of Virginia, they have a schedule to determine when public records can be destroyed.

Can I just ask you a quick question, Richard?

I'm just curious about the definition of documents.

Is that, what is that?

Well, and so the presumption is, yes, it should be produced.

That's the presumption.

So that's where we always start from.

If someone asks you for a record, the presumption is that that's to be produced.

And so the way the process works, and we'll talk about it more, is that we gather up those documents or those records, and then we determine whether there's an exception or exemption that allows us to withhold it.

So we always start from that, but in this particular instance, I'm racking my brain, I suspect the budget was part of the board packet, and so that right now is a public record.

Okay.

So public bodies, I don't want to spend too much time on this next slide.

So this gets in, we're going to talk about meetings and who's covered.

Well, we're going to talk about who's covered by FOIA.

And the public body is defined broadly.

And so what I've highlighted is the authority, the economic development authority is a public body appointed by the Board of Supervisors.

And it includes any committees or subcommittees that the EDA may appoint in order to delegate some functions, which I don't see that happen and I haven't seen that happen, or to advise the EDA.

So sometimes you'll hear whether there's a preference for this body to appoint a committee or instead to appoint a working group and I'm always biased towards working groups which could include two directors of the EDA and then maybe expert members of the public or someone from UVA or other consultants because the working groups aren't necessarily public bodies

It's not going to constitute a meeting, but they're less formal, but if you do appoint a committee or a subcommittee, then you're looking at having those meetings have to be noticed, they have to be public, they don't necessarily have to be recorded, but they'll have to have minutes, and so you have all those formalities, and that's why sometimes an informal working group is a better alternative.

The other thing is, and I look at the Chief Administrative Officer, in this case it would be Emily Kilroy, she's an employee of Albemarle County, meetings of employees of the county,

and particularly of staff of the Economic Development Office, if they gather together, that's not a public body and so their meetings or discussions don't have to be noticed and they don't have to be public.

Other chief administrative officers, for example,

Jeff Richardson, the county executive, he could form advisory committees to advise him and that wouldn't constitute a public body subject to FOIA.

Now what they produce might be subject to FOIA, any documents or information or recordings, but the meetings, they won't constitute public meetings that have to be open.

Alright, let's move on.

This is one of the more important pieces of information, and that's what's the definition of a meeting.

And this is, I think we harp on this a lot, is the physical assembly of three members of the Board of Directors of the Economic Development Authority would constitute a meeting.

And so it needs to be noticed, and it needs to be open to the public.

That's the presumption.

In order for the authority to call a meeting to order, of course, you have to have a quorum.

And so that's four members, and that's defined by statute.

So you've got to have four to start the meeting.

And if three or more have gathered together and the purpose is to discuss or transact business of the economic development authority, then that constitutes a meeting.

If it's not, if you get together and the purpose is to discuss the Washington commanders and we're not investing in them, then that most likely is not going to constitute a public meeting.

And so those are the questions is what's the discussion, what's the business, if any, is going to be transacted, and if it is related to economic development,

then the question is, is it a matter that's pending or I would say it says will soon be pending but I would actually say is it possible, is it something that's likely or possible to come before the Economic Development Authority?

If the answer is yes, then three or more shouldn't be discussing it unless we're within a noticed and public meeting.

Right, let's move on.

Okay, so what is in a meeting?

Because there are some exceptions and the General Assembly has broadened that definition of what a meeting is not.

Again, if you have fewer than three members of the board gathering together, so if two of you go out to coffee to discuss economic development business, then that doesn't constitute a meeting.

I don't know if you've heard maybe from Emily or from other staff, the board of supervisors doing two by twos or two on twos.

It's when two county executive team members will meet with two board members and discuss business that will come before the board.

That's not a meeting and so it doesn't have to be noticed and it doesn't have to be public.

The other thing in terms of if you have three members of the Economic Development Authority meeting, the purpose of that meeting has to be either to discuss or to transact the Economic Development Authority's business.

So if it's a, you know, if it's a luncheon, like a tourism board luncheon,

A candidate forum, a debate, or I think there was even a question about, Don noticed recently, the TomTom Festival, where there may have been more than just Don at the meeting, but it was to gather information.

then that doesn't constitute a meeting.

But the important element is through all that, and you'll hear staff suggest to you that, well, if you're gonna be together, if three or more of you are gonna be together, do not discuss business.

So the intention may not be to discuss business, but if three or more of you do start talking business, then you may be running afoul of the FOIA regulations.

So you kind of want to avoid that.

Let's move on.

I think you've heard this warning before, electronic communications, social media.

I think the biggest risk is probably email or texting.

I'm not sure.

My memory is getting a little bit blurry on what chatting is.

I'm not sure what chatting is.

But email and texting are kind of the big ones.

If there's simultaneous or contemporaneous communication between three or more board members over email, text, or social media, and that's occurring essentially in real time, then that would constitute a meeting.

And so that would have to be open to the public and noticed also.

So sometimes you'll see from me, I don't know, maybe from staff also, when we send out a blast email to all the directors or to the economic development team,

Wellhead was saying, please do not reply all.

And the purpose of that is just intentionally to avoid the risk that there will be a contemporaneous or simultaneous discussion of business and run afoul of FOIA.

So that's why you'll see that warning, please don't reply to all, just reply to the sender.

The other point is over email or other these electronic communications.

is that no votes, no collective action, no action of the board can be taken.

There can be exchanges in terms of kind of polling or discussions or taking temperature as you'll hear it, but no formal votes can be taken over that informal communication.

All right, let's move on.

Yeah, I can't see you.

It's Emily.

So literally right now, we're in a virtual meeting context.

And so we have a chat box attached to our participation in this meeting.

If you hover over the bottom of your Zoom screen, there's a chat button.

That chat is not broadcast to the public.

And so if you were to add comments relevant to the discussion of the EDA into the webinar chat, those would not be visible.

And you engaged in back and forth dialogue over that chat.

Those would not be visible to the public.

In my view, I would discourage that.

I mean, I know information could be shared.

It is a public record, but I know there are cases in which directors have been engaged in a public meeting and then they would text either each other or email each other.

and it may not have been flattering comments that they were making and so those certainly would be subject to a FOIA request as a public document so it could be embarrassing in that respect and that's why I kind of discouraged and not a big fan of the chat.

I see the chat now, I'm not a big fan of the chat function.

Also, if it's a public meeting and that communication is being made that's not being shared to the public, I don't know if there's any cases on that or any opinions, but I suspect that the FOIA council would come down and say that that's something that should be made public as the meeting's going on.

So that's why I kind of discourage that.

But I know, practically speaking, information can be shared through the chat.

I think in our meetings, like case citations

websites that take you to information.

But again, I think if that's a comment that's to be made, I would encourage it to be made in a public setting as opposed to privately through the chat function.

Does that answer your question?

I think that was what Emily was saying is that

Okay.

Yeah, no, I think that's fair.

That's fair.

And I'll just say that her microphone was low, so it was hard to pick up.

And now I've got, my neighbors got her children in, so now they're making noise.

So, but that's a good segue into the electronic meetings, which again, you all are familiar with.

They're essentially FOIA allows two sorts of electronic meetings, we'll say.

The first one really in an electronic meeting, it's a remote electronic participation that allows directors to participate in a physically gathered meeting under certain circumstances.

And just because we have the technology, then they're able to participate remotely.

The remote electronic participation, the key to that is that it requires that, in our case, that there be four members physically assembled at a location where the public's invited to come and listen.

The statute requires a written policy, which we've done.

We have to adopt it every year, which I think we adopted it in July or August.

and we're going to, my plan is that we'll adopt it at every annual meeting so it will be on schedule to cover the whole year's meetings and it won't fall back on that.

The reasons for remote electronic participation is

Either the member has some form of disability that prevents the participation.

I don't know why they separate that from medical.

It seems to be the same medical reason.

The disability or medical reason also could relate to a family member if that person needs the director to be there for that family member's care.

And I'll break it down this way in terms of disability and medical reasons that there's no limit on how many times a member could participate remotely for those reasons.

And our practice is that it just be declared, we're not gonna ask for any

any specificity, just accept it and move on.

And I think that's consistent with American with Disabilities Act.

I don't think we ought to be pushing that envelope.

And so I think our practice falls in line with that also.

The other reason could be a personal matter, such as a business commitment, travel or family commitment, family events, that sort of thing.

and that does require kind of a revelation of more specificity and so it doesn't take a whole, it doesn't have to be a whole essay but I think we've done, our practice is pretty good.

We kind of ask and people say personal matter, I'm on a business trip or I'm on visiting family for graduation and I'm out of town.

There are limits in terms of how many times that can be

That can be used.

And so our minutes have to reflect whether it's a medical reason or a personal matter and the nature of the personal matter.

In terms of taking advantage of this, we just need to ask the chair, advise the chair in advance of the meeting.

It doesn't have to be

Two days, it could be a minute, 30 seconds before the meeting starts, but the chair needs to be advised so that the chair can make a motion initially to admit or to entertain whether the body physically assembled

is willing to entertain the remote participation.

I've never seen that really being an issue.

All the votes have been unanimous and pretty straightforward.

The rules on remote participation just require that the voice of the remote participant can be heard by the public.

We have good technology to do that.

We don't necessarily have to use this high-end technology.

I recall we have used just an iPhone sitting in the middle of the table.

So long as the public who is attending the physical meeting can hear it, then that satisfies the remote participation.

Oh, and the final note is we've already talked about this, but the members physically attending have to approve by a majority vote the remote participation.

Okay, any questions on that?

The second part of electronic meeting is all virtual meeting.

And that requires that this body adopt a written policy, which again, we did along with remote participation.

We've limited it to special meetings, which this was a special meeting called by the chair and under emergency circumstances.

The kind of constraint on special meetings is that this body can only discuss the topics that are identified in the notice for a special meeting.

There are some operational exceptions that allow you to go beyond that, but we don't have a unanimous written approval, and we don't have all the members here, so we're restricted to what was published in the notice or posted in the notice.

The public must have electronic access, and I know our IT department, they work through that and they make that happen.

Oh, and to add in terms of the numbers of the special meetings or under the emergency circumstances, half our meetings during the year, it was 25%, but the General Assembly amended it to 50%.

So half of our meetings through the year can be all virtual meetings, but the one constraint is they can't be consecutive.

So they have to be split up.

So our next meeting will have to be in person.

Let's see, other reasons that will allow all virtual meetings,

If there's a local or state declaration of some form of disaster, and I think the best example is probably like, you know, we have a meeting scheduled in January, but we've just gotten two feet of snow.

So that would be a reason why we'd be able to have an all-virtual meeting.

We have to make findings, which we did all through the pandemic, that it was physically unsafe to gather because of the nature.

and that we need it for the continuity of operations and to discharge our lawful duties.

But I don't think those standards are too difficult to meet.

And we met them through the pandemic and we have precedent and so we're prepared to do that.

Let's see, next slide.

Meeting requirements.

Everyone's familiar.

We have to have a notice.

We have to identify the date, the time, the location.

We're pretty good about that.

In terms of location, we identify a county office building, and usually we're pretty good, say about 90% accurate in identifying a room.

If that gets changed, then we can put on notebook paper at the other room that it's just down the hall.

The way we operate is we like to get that notice posted at least three working days prior to the meeting.

And there's an exception for special or emergency meetings, but we still try to get that up as soon as we can.

In terms of special or emergency meetings,

If we're within three days, we just have to give notice that's reasonable under the circumstances.

I use the precedent of city council.

I know in recent years that they had what they thought was a need for an emergency meeting and they gave 10 minutes notice.

So there's some precedent out there that 10 minutes advance notice constitutes sufficient notice under FOIA.

We have to post the notice.

I regularly post the notice downstairs on the first floor.

There's a bulletin board up there.

I do that.

I know staff post the meeting on the community calendar, and then the clerk on the board of supervisors posts it both downstairs and on the second floor.

So we've got that covered.

When staff gets the board packet and makes it available to you all, it also has to be available to the public.

It doesn't necessarily have to be posted online,

So long as the public could call in to J.T.

and say, oh, I'd like to check out what the board packet is, he can either send it to them or they're welcome to come into the office to take a look at it.

So that's not an issue with us.

Minutes, we take the minutes, we approve them at the meetings, and then they get posted on the website in accordance with Virginia law.

As we said before, the EDA cannot conduct business in terms of taking any action unless they have a quorum before gathering in the meeting.

As I said before, all meetings are open.

and any action that the economic development authority takes has to be taken in a vote in an open meeting.

So no votes that commit the authority to any type of action can be taken in a closed meeting or by electronic kind of email or texting or something like that.

which then takes us to closed meetings.

We can move on to the closed meetings.

So again, the presumption is all meetings should be open, but there are certain exceptions that allow us to go into closed meeting.

I think economic development is pretty sensitive to that.

And so I believe we probably take advantage of it more so than other bodies, but the,

We have to have it authorized by the code section that's noted up there, 3711.

We have to identify with some form of specificity the topic and the particular exception.

And I'll say in terms of practice, I like to identify as many exceptions that will cover the topics that we're going to discuss.

It doesn't mean that we have to discuss them, but if it comes to pass that perhaps one exception didn't totally meet the standards, then perhaps the other one would cover us and we'd be protected in that way.

But as you all are aware, sometimes you'll hear, you know, whether we get off topic and we'll just kind of do a timeout or put up a yellow card or red card and get the discussion back on track.

But we have to keep to the topic of what was noticed in terms of the motion for the closed session.

We're not allowed to vote.

Take any binding votes, but as you're aware, we do get a feeling, take the temperature or a poll of what the members or the directors are thinking.

In terms of who can come into the meeting, obviously the board members can come in and anyone else who the board believes is necessary or could help assist the board in its discussions.

And so sometimes, I mean, most of the times you'll have staff

who guide the board, but you could also have outside third parties, maybe someone who's seeking a grant to provide information that will help guide the board in making its decisions.

I believe we've had members, outside members come in and provide us information, answer questions, and then they would be excused and then the discussion would continue after that.

So that's appropriate for meetings.

In terms of the procedure, you all are familiar with the procedure.

We have a motion to go into a closed meeting and it states the subject matter that's going to be discussed.

I know we've moved from project X into some

and other descriptors.

The purpose to do that was to kind of align our practice with the Board of Supervisors' practice.

I don't think it has any real practical effect in terms of what information gets out to the public, although describing the location and what magisterial district it is might give a better clue as to what the project is.

But it doesn't matter anyway because the Board of Supervisors is describing it in that fashion.

Anyway, so the motion with the reasons and the purpose and the statutes is raised and that's subject to a voice vote.

So then we go into a closed meeting, it can convene.

We have to have a quorum of the authority, so that's four, to go into the closed meeting, continue the closed meeting.

When we decide to come out of the closed meeting and we get back into open meeting, you all are familiar that we certify the discussions being compliant with the notice by a roll call vote.

And that's subject to statute.

That's why we do the roll call.

All right, move on to exceptions.

And so these are, when I say closed meeting exceptions, these are actually exceptions to the open meetings.

This is what allows us to go into closed session.

And the ones I've identified are primarily the ones that Economic Development Authority rely upon.

and they kind of align with our projects.

One, the discussion of acquisition of real property and interest in real property.

It could be purchase, it could be discussions of leases.

But where we need to discuss that and we don't want to affect our bargaining position or negotiating position if discussed in public, that's a reason to go into closed session.

Another, I think, regular one that we see is a private business that is looking to locate or expand in Albemarle County, but they haven't announced it.

You also see that in relation to the Governor's Commonwealth Opportunity Fund grants is a lot of that hasn't been announced, and so we're able to go into closed session to discuss the details of that.

Obviously, the investment of public funds, and our funds are public funds.

So, we can do that in closed session.

Again, if the discussion would have a negative, in public, would have a negative financial impact on economic development authority.

The next one just talks with is just the notion of attorney-client confidentiality.

So if you need to get considered sensitive legal advice, not general legal advice, but more specific legal advice on litigation, whether it's actually pending or it's possible or other matters that require legal advice, then you can go into closed session to do that.

Public contracts, discussing public contracts, again where negotiation and bargaining is involved.

And so if we discussed it out in public, it would negatively affect our bargaining position.

And the other one is, since we do, economic development is working with public-private partnerships and we need to, in order to make an educated decision about certain projects, we almost necessarily have to receive private business proprietary information

And so we can discuss that and consider that in a closed meeting.

Of course, before we do that, the business has to ask that they provide it under a promise of confidentiality.

And then our practice is that if they're gonna provide us with that information, particularly in writing or documents, that they identify those as being confidential so that we can protect those.

But that's a reason that we can go into closed session and we use that on a regular basis.

So just by way of summary, because we're talking about meetings and we're talking about public records, just be careful if three or more of you are gathered together.

I guess the admonition is just don't discuss EDA business.

Either that's pending or it could potentially be pending before the Economic Development Authority, because that could constitute an unlawful meeting.

and that's why I said be mindful of informal gatherings after the meeting, in the parking lot, out on the second floor foyer, stairs, that sort of thing.

Just be real cautious about that.

Avoid replying all.

If you get a blast email that's going out to economic development, please consider just replying to the sender.

And so we avoid the contemporaneous communications that could run afoul of foyer.

and keep in mind, if we have committees, and I'm not aware that we have a committee, but if we have committee meetings, they are presumed to have to be out in public and noticed and open to the public.

And then we don't have closed meetings, we don't discuss economic development business unless it's authorized and subject to an appropriate closed meeting motion.

Okay, any questions on meetings?

All right, so now we'll go to the second prong, which is public records.

And I know Director McNaughton had a good question about that.

So what I've highlighted, a public record, I mean, you think about writings and they talk about handwriting, typewriting, but photography, anything filmed, and essentially any type of record or recording or memorialization of public business is going to be considered a public record.

So it's going to have to be preserved according to Library of Virginia standards, and it's presumptively subject to FOIA and it should be produced.

And so that's why I've highlighted how it restored.

As I was doing this, I was thinking about

You know, I know other bodies where they've recorded their meetings, so that becomes a public record that needs to be preserved.

I think about voicemail.

I don't know about if anyone uses Dictaphone anymore, but iPhones have those capacity.

Emails, text messages, it says regardless of any form.

in the possession, is owned by or in the possession of the public body.

And I highlight owned by because there are circumstances where we partner with outside parties, private entities.

We did it over the pandemic to assist us with grant programs and the applications and the evaluations were held by an outside

outside party, but they belong to Albemarle County.

And so those were potentially subject as public records to a FOIA request in production.

And so if someone had made that request, we would have to go to that outside party and ask them to provide the copies of the records at the very least.

And then we'd have to determine whether they're exempt from production or not, or even redaction.

But anyway, that's why I highlight owned by, because we can't shirk our responsibility by pushing the record off on someone else.

Let's see, next slide.

This just kind of reiterates.

We're talking about all writings.

It's all photographs.

It's all anything.

And it can be in electronic format, however stored.

So it can be in our computer.

It can be in a book.

It can be on email accounts.

A lot of stuff's on email accounts.

It can be in a Teams chat, or I don't know what else is on Teams.

But even Zoom has the chat feature.

Phones, and I point out phones, if you have your personal phone and you conduct economic development authority business over, or you discuss the business over text messaging or your personal email, then that also becomes a public record that's subject to production.

And that's where it says notebooks, napkins, instant messages.

I don't know what DM is, direct messages, that sort of thing.

So any type of writing, any type of recording beyond just a conversation.

If it exists, even in voicemail, then it's a public record subject to production.

And again, I emphasize I'm prepared or owned by or in possession of.

So you don't have to, it's not like economic development office has to be a custodian of all the economic development authority records.

If you have it on your personal devices,

then it's subject to production.

Next slide.

And this is, again, if you get a request for the production of documents and communicate that to staff, this is kind of just a background in terms of what goes on behind the scenes.

So the first thing is that the person requesting it has to be entitled to that record.

And so that essentially comes down to citizens of the Commonwealth or media that has circulation or broadcasting in the Commonwealth of Virginia.

There are groups out there, I guess nationwide groups, who send out emails asking a lot of times for staff and salary information for local government.

If they come from out of state and they're not related to the media, then

Then Albemarle County doesn't necessarily have to respond.

It can, and sometimes it's easier to respond than to withhold.

But again, they have to be a citizen of the Commonwealth.

A lot of times email requests don't make it clear where the person lives.

And so if you receive something like that,

and you send it along to staff who then talks to the FOIA officer.

The FOIA officer can be in a position to clarify that and determine whether they're eligible to receive the response.

Also, passing it on to staff allows us to determine the scope of the response to reach out to different departments.

A lot of times, particularly with Albemarle County, a lot of the requests will involve, say, for example, finance, economic development.

It could involve community development.

And so the FOIA officer will coordinate the gathering of those documents.

The reason I ask that and suggest that you pass this on to staff immediately is because there's no formal format for a FOIA response.

So I always use the example someone could ask you for public information or public documents.

in the parking lot and that's a four-year request and so we have five days to respond.

The response is what we'd like to be able to satisfy with the documents if there's no exceptions within five days.

We can partially respond and then withhold or redact certain information and so we have to explain the reason why we're withholding or redacting

If the record doesn't exist or we don't have possession or don't own it, then we can respond within that time frame and say we just don't have it.

If it's an extensive request, I will say the FOIA officer will reach out to the person making the request and see if they can narrow it down to try to keep it out of having to require a cost deposit on that.

But if not, if it's going to cost more than $200, then a FOIA officer can notify the requester and make arrangements to see if that's suitable.

And the final response, which I know our FOIA officer isn't a real big fan of doing, although I'm a little bit more of a fan of this, is that we can explain that it's not practically possible to provide a response within the five-day limit, and we can ask for seven more days.

But again, all of the above still applies with that time period.

I will say James Douglas is our FOIA officer and he would work with economic development and the authority to respond to any type of FOIA request.

He's real good about

about informally reaching out to requesters and to working with them to just come up with, you know, informal agreements as to this is going to take some time.

We can, you know, maybe respond partially in this time period, but can you give us more time?

So Richie, Steve, just quick question.

So James Douglas, is he kind of the point man?

I guess I'm asking this from the standpoint of efficiency and not that this has happened or is likely to happen, but if it were to happen, you want to know who to send it to.

And I don't want to send it to someone like J.T.

and have it something else on his desk.

If you feel comfortable sending it directly to him, you could.

I would suggest copying the economic development office.

You can copy me also.

He is the one who coordinates those responses.

I will say there are some times where the request comes in to staff, either to me or to staff, and it's so basic.

that it doesn't go through James.

So, I mean, I could just imagine a reporter says, hey, can you send me a copy of the agenda?

And that's something that gets satisfied easily.

But I'm thinking more kind of, you know, kind of more broad scale or more in-depth type.

So, Steve, in terms of your suggestion or question about, oh, could they FOIA the budget?

And so they ask for the budget and then they ask for, you know, documents showing all receipts over the course of the year.

That's something that James would be looking to coordinate.

Okay.

Something more in depth.

So, okay.

Let's see.

Next one.

Exemptions to these kind of either redactions or things that we withhold as personnel records.

Another big one is county executive working papers, and I say that because there are certain projects that the county executive could enlist the economic development authority to help work with, and I know we've done that.

and so those documents can be identified as working papers for the county executive and they aren't necessarily, they may not necessarily be exempt forever but at least while development of a certain project is coming in, they can be withheld.

I will say that doesn't protect, that doesn't create a sweeping protection of all public records that are part of what the county executive is considering

It's only those that are identified as kind of confidential public or working papers.

So if you attach other public records to those papers to support memos or letters, white papers, that sort of thing, those otherwise public records are still subject to production.

This goes hand in hand with closed meeting, the proprietary information given under a promise of confidentiality.

Those two exceptions in terms of closed meeting and then producing the public records, they do go hand in hand.

And so if we have a private business that's working on a project, an economic development project,

and they ask for a promise of confidentiality and we give it and they identify certain information, then that's something that we can withhold.

That also works.

I know you all are a little bit familiar in the past, although I don't foresee, I don't see this coming up before you, non-disclosure agreements.

So we had worked on some cases hand in hand with this exception and then non-disclosure agreements.

I will say in terms of a non-disclosure agreement, FOIA is going to trump and so we have to keep whatever is happening, it has to fit within an exception.

If not, then it would be subject to production.

Obviously, attorney-client privilege communications, that has happened on few occasions.

In terms of what I try to do now is if it's what I believe to be legal counsel, I'll head the subject line and then the head of the email will say attorney-client privilege communications and I'll ask that if not before.

Is there a question?

Okay, and then also the information that's gathered and being used for real estate transactions, purchase leeches, leases, that sort of thing.

Okay, move on.

I guess this is kind of black box.

I don't think we really need to know this, so I'll just summarize it real quick.

If it's going to take more than an hour, it's going to take significant staff time, and I don't think we're real harsh about this, then we can charge for the expenses.

and you use the lowest rate for the responsible employee who's doing the work.

It can't be more than $40 an hour.

The first hour is free, but we just keep, and unfortunately, attorney review time doesn't count.

We're not allowed to bill for that.

The bottom line is if someone makes a significant FOIA request and it does generate a fee for cost and they don't pay it, then at their next request,

We don't have to honor a subsequent request until they pay the outstanding bill.

I've never seen that come into play.

Let's see.

So the importance of FOIA and why we try to be conservative and cautious is that if there is a willful or knowing violation of it, then it can be subject to a general district court lawsuit.

And the civil penalty starts at $500.

Subsequent violations are up to $2,000 to $5,000.

It does have to be willful and knowing.

And so if you get to a point, we don't ever, you know, we're pretty good about working with the requesters and we don't get to, you know, we're trying to honor their request.

And so I haven't seen this happen before.

Even if it does come to pass where we get sued, we can still work with them to try to resolve the issue.

So I think it would be very rare that we would see a willful and knowing violation.

Since we tried to be very conservative and comply with FOIA But just that's why I say it's just you know when you someone asked you for public records pass it on immediately So we can totally avoid this

Let's see, and the final note was just, this is record retention concerning FOIA requests.

It just says, and this isn't for the directors, it's more for staff and for the county who maintains those records, but the requests have to be maintained for at least three years.

And that's the response and the request itself.

But I think the main point of record retention is that the Library of Virginia controls how public records can be destroyed.

So the presumption is if you have any record related to economic development, business, transaction of business, or discussion of business, the default is to preserve that and to hold on to it.

And I really encourage you to share that with staff so that they have a record of it.

And if you do it by email, my understanding is that the county maintains emails essentially forever, and James has the skills to be able to retrieve those.

So even if your service is done on the board, if you've passed all the records on to staff, then we should have all those and not have to bother you.

All right.

And that gets us back to the end, the key takeaways, which is one, if you're asked for public information or public documents, relay that to staff as soon as you can.

And as Director McNaughton asked, it might be better to do it to James and to economic development staff.

You can certainly copy me.

That doesn't hurt.

In terms of discussing EDA business, do not do it with between, if it's you and two others, don't do it unless you're at a meeting that's been noticed and is open to the public.

And the final note, just reiterating that if you have documents or records or writings or notes related to economic development business, do not destroy those without county permission.

Yeah.

Well, thank you all for that.

And I think Ashley is going to, I think it was Ashley, but is going to arrange to have certificates of your completion of the training transmitted to the clerk.

I don't know.

Thanks, Richie.

It's an important area and I think I appreciate you doing that and pulling out the things we needed to do.

Congratulations everyone on fulfilling your obligations under FOIA as members of the Economic Development Authority.

We appreciate you so much.

I just have a few slides and I will try to hit them with speed.

J.T., you've heard from J.T.

this afternoon.

J.T.

is back in the office.

We are back fully staffed, which is just wonderful news as we head into what will be probably a very exciting year between the Economic Development Strategic Plan update

and the continued work at Rivanna Futures as well as anything else that kind of hits us.

The second item on this slide is the SOEI forms.

Please don't ask me what that stands for.

That is the annual disclosure that members of the authority have to provide to the clerk's office.

You should be receiving an email from the clerk's office at the beginning of the year, so just in a couple of weeks here.

and those are due back on February 1st.

So please just be on the lookout for that notification and then the forms from the clerk's office.

And if you have any questions, please reach out and we'll help try to get you to the right resource.

I'll take the next slide.

This one I'm going to invite Chair Long to say a word about.

This was our tickler to share back information on how the work session with the Board of Supervisors went on December 11th.

Chair Long facilitated a work session with the Board sort of presenting the EDA's draft term sheet.

I wouldn't say that I facilitated the discussion.

Emily facilitated the discussion.

I got to read off what the terms were and get the board comments.

But I think we had a really good discussion.

I think the board was largely supportive of everything that was in the MOU terms that we proposed.

Really the two points that

we spent the most time talking about was the last point, which is sort of how to come up, how to pay, calculate the fee that we pay for the county's support for the, really the finance support, but also the support we get from the county attorney's office and the economic development office.

So the board was largely supportive of

The issue turned on what is the number that we calculate the 1% on?

Is that money that flows through the office but is not really EDA money, or is that money that is, is that all the money that comes through, including pass-through funds?

The board largely supported the idea that the pass-through funds were not supposed to be included

However, I think in talking through it, I think we're going to try to sort of take a middle ground approach to capture.

What we want to do is capture the fact that, you know, pass-through funds do have some cost to administer for us.

What we want to not have the authority charged for is if there was some really substantial amount of funds that

greatly inflated the 1% in a way that didn't match up with the work done by finance and others.

So the other significant point that we spent some time talking about was really the sub point of business attraction within identified target industries.

There was some, Mr. Galloway brought up

The idea of wanting to be more assertive in terms of, you know, attracting companies and keeping an open door policy with respect to anybody who wants to come here.

So I think that's, you know, this is largely more of an issue with respect to the economic development office.

They're generally the ones who have the contacts and have are the one that's contacted about these sorts of things.

and, but I think as on the whole, I think the board is supportive of being open to whatever businesses want to approach the county to come here, which I think is true, but I think the board is also more open to being more assertive and attracting businesses than maybe had been the case in the past.

And then I think the last point,

sort of has to do with sort of supporting other organizations.

Mr. Pruitt brought up the idea of, there are obviously a lot of areas where we as an economic development authority can act, but do we really want to be acting in all those areas?

And what we stress is that in a lot of areas where we've got powers to do things,

Our role is really to support other organizations, whether, I mean, one of the examples that was identified was things like workforce development that, you know, we don't want to be the workforce development agency.

What we want to do is things that would help other organizations that are in the work, have the expertise in the workforce area.

and we wanna use our powers to support those things.

And I think that was one of the things that we stressed is that, my own personal view is that our job is to be a tool for the board to get the policies and the intent of what they're supporting in terms of economic development goals.

Now, I think at a really high level, the support for the items that are on this draft term sheet, which again was drafted really based on the outcome of the joint board EDA meeting that happened over the summer, there seems to be substantial accord with the board of supervisors on these draft terms, which I think is great news.

And I know Richie has taken a first draft of what a legal document to reflect these terms would be

And so we'll look to bring that back to this body in the new year.

Any questions on any of that?

Okay, I'm going to keep rolling.

So just a couple of quick things on Rivanna Futures.

I'm going to put in the chat a link to the newly refreshed website for the Rivanna Futures project on the county's webpage.

There are some new images on there as well as some downloads that are available for folks.

Big lift by the team to pull this together and we're excited to share it.

Just wanted the EDA to be aware that that resource is there.

and sort of behind the scenes staff have been working really hard, really hard, heading into the holidays on a couple of different grant applications to bring in some, hopefully some state funding for site readiness work at Rivanna Futures and we'll continue to keep the EDA up to speed on how that's going but

Just wanted to thank Jeanette Ark, the project manager for Rivanna Futures on all of her work to help keep a lot of similar but distinct threads of lines of effort going at a pretty quick speed.

I'll take the next one.

So we spent a lot of time sort of out and about in the community.

It's been a really busy time of year.

I think as folks look towards the end of the calendar year, there have been a lot of ecosystem events.

The one that is pictured here is the Intelligence and National Security Alliance event.

Chair Long was able to attend this evening presentation and discussion.

INSA is a professional organization that is primarily focused in the DC area.

on professionals and government entities and private companies that work in the national security space.

And they held an event here in Albemarle County earlier this month.

It was attended by over 300 people, which is incredible.

About half of the attendees were from out of the area and about half of the attendees were from

our region.

And it was really focused on the opportunity that Rivanna Futures can provide for that national security ecosystem, which was really exciting just to have other people talking about the excitement around this opportunity.

And then there was also, our keynote was the Chief Data Officer for the Office of

the Director of National Intelligence.

And you should be.

There were also- Emily, if I can interrupt, I do want to say it was amazing.

I was expecting it to be interesting, but almost everybody who spoke

raved about Rivanna Futures and what Albemarle County is doing and the support for the Rivanna Station and how they really want to build this out.

I would say that it even surprised the Albemarle County staff who was there as how positive and supportive they were.

So it was a great event.

I know that the staff put a lot of time into getting it

you know, supporting it, getting it up and running, getting the folks there.

Lieutenant General Hale who was there was, you know, raving about it.

And so it was really a great event.

And we had three members of the Board of Supervisors who were able to attend as well.

Thanks Don.

And then there were a couple of other, actually in the same week, there were, I think all of the events that are on here happened the same week.

So Chair Long and J.T.

Newberry on staff were able to attend a conversation on regional economic advocacy that was convened by the Tom Tom Foundation and Friends of Seaville and the UVA Entrepreneurship Initiative.

that was talking more broadly about how we can work as a region to sort of speak in one voice on some of the great opportunities that we have here.

The staff also attended the Virginia Economic Developers Association winter meeting.

The big focus of that event was on, that's a good opportunity for us as staff to hear about what's going on in the Commonwealth, what some of the priorities

of the State Virginia Economic Development Partnership are and just to connect with our colleagues across the Commonwealth.

The focus of this session was really on the large demand for energy needs in the Commonwealth that is continuing to grow as Virginia continues to be

an attractive place writ large for data center development and an interesting fact that I learned that I now I'm spreading to everyone I talk to.

Virginia actually imports 60% of its energy needs today which is a pretty significant amount of energy and that you know how that balance continues to shift with projected future energy needs is one of the challenges that

That folks are thinking about the Commonwealth and I think as we head into the winter General Assembly session, a lot of folks are expecting a lot of legislation to be introduced around different energy topics.

The Virginia Chamber had their annual event the next day and we heard from President Al Koobie of the Virginia Economic Development Partnership on Virginia was named the Top State for Business by CNBC this year and he spoke about how the Commonwealth needs to continue.

The Chamber is very supportive, obviously.

to continue the great work to keep Virginia in a leadership position as it looks to its future.

And then Bank of America convened a discussion with a number of local economic developers also that same week to talk about challenges that small businesses and startup companies have with access to capital and also to kind of share information about some of the programs they have so that we can be a good resource when folks reach out to us.

I'll take my next slide.

And it's my last one.

So just we've added this slide the past couple of meetings.

Just a quick peek at some of the business retention and expansion work that we do.

We like to highlight the BRE program because when you look at where new job announcements, new large capital investments are generated by the largest sort of share of that is actually not from new businesses coming here.

but from existing businesses growing.

So when you think about Afton Scientific and the wonderful announcement that we had earlier this year, that was a local company choosing to continue to stay here versus a company from outside of the community identifying our community as a good place to be.

And we're really always eager to be a good partner in ensuring that we're able to keep the businesses that start here because it's a great story.

I think there's a lot of benefits for everyone from that.

So this is outreach work that we do, connections that we make with companies to understand their needs and see if we can't help meet some of their challenges.

All right.

Any questions for Emily?

All right.

Hearing none, other matters?

I don't have any.

Anyone else?

All right.

Andy, do you have something?

Let me see.

Okay, there we go.

We closed, they closed the building.

So I had to come out to my car.

So I'm sitting in my car on my cell phone now.

But I was able to hear everything the whole time.

And I hopefully I was muted and you guys couldn't hear me.

I couldn't figure it out when I was in transition.

So, but no, I'm good.

Okay, great.

All right.

Well, then we will adjourn the meeting until January 21st at 4 p.m. All right.

Thanks, everybody.

Have a good holiday.

Happy holidays.