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HomeMy WebLinkAbout05-06-13 JDA Joint Development Authority TCAAP Redevelopment Project AGENDA Monday, May 6, 2013 5:30 p.m. Arden Hills City Hall—Council Chambers 1. Roll Call 2. Approval of Agenda 3. Approval of Minutes, 4/1/13 Meeting 4. Public Inquiries/Informational a. Public inquiries/informational is an opportunity for citizens to bring to the JDA's attention any items not currently on the agenda. In addressing the JDA, please state your name and address for the record, and a brief summary of the specific item being addressed to the JDA. To allow adequate time for each person wishing to address the JDA, we ask that individuals limit their comments to three (3) minutes. Written documents may be distributed to the JDA prior to the meeting, or as bench copies, to allow a more timely presentation. 5. Consent Agenda a. JDA Budget 6. Old Business a. JDA Bylaws b. JDA Insurance 7. New Business a. Legislative Update b. Discussion of meeting calendar for 2013 i. Request to cancel July meeting 8. Development Director’s Report a. Master Plan Update 9. Administrative Director’s Report a. April Report (attached) 10. Commissioner Updates 11. Adjournment Joint Development Authority Monday April 1, 2013 Draft Minutes Arden Hills City Council Chambers 5:30 pm Present: Joint Development Authority: Chair David Sand, Commissioner David Grant, Commissioner Blake Huffman, Commissioner Raphael Ortega Also present: Pat Klaers, Jill Hutmacher, (Arden Hills); Heather Worthington, Julie Kleinschmidt, Paul Zisla, (Ramsey County); Mark Ruff, (Ehlers); Mike Norton, (Kennedy & Graven) Absent: Commissioner Brenda Holden Chair Sand stated a quorum the JDA Board needs to be three (3) out of five (5) members. (See Article V – Meetings; Section 5.3 Quorum below). Roll call taken, Commissioner Holden absent; Commissioner Ortega was absent at beginning of meeting. Approval of agenda; begin meeting with reports then do agreements. Motion by Commissioner Huffman seconded by Commissioner Grant. Motion carried. Approval of 2/27/13 minutes. Item 8 – Development Director’s Report Master Plan Proposals – selection to committee April 8. Consultant on board in May. Item 9 - Administrative Director’s Report Offer to purchase received, closing will occur two weeks. County will then issue Notice to Proceed to Bolander & Sons for the remediation work to begin. Ramsey County will hold a remediation project open house May 7, 2013 from 5:00-7:00 pm at Ramsey County Public Works Facility in the Marsden Room. Chair David Sand requested more information regarding the closing process and what remains to be done. Paul Zisla explained it is primarily administrative at this point, and that there are no issues that cannot be resolved in the next several weeks. Reported Bolander equipment is on site and the Ramsey County Sheriff’s is patrolling the fence line. The City of Arden Hills and Ramsey County will enforce and prosecute trespass after the closing is completed. 1 Public Hearing Gregg Larson, Arden Hills resident - Inquired what kind of role was being offered to the public for comment. Chair Sand stated this will be discussed later at this meeting when reviewing the bi-laws. Old Business Resolution for regular meeting date will be 1st Monday of each month. Motion by Commissioner Huffman seconded by David Grant. Motion carried. Kennedy & Graven Legal Contract Chair Sand moved to retain continuity between contracts and amend agreement to read “JDA may terminate any time within 30 days written notice to attorneys.” Seconded by Commissioner Huffman. Motion carried. Ehlers Contract Motion to accept contract made by Commissioner Grant, seconded by Commissioner Huffman. Motion carried. JDA Directors and Officers Insurance General liability insurance proposal will be reviewed at May meeting. Bylaws Discussion The Board discussed the draft bylaws, and made several changes which were recorded by Michael Norton, attorney to the JDA. Mr. Norton will present a revised set of bylaws to the JDA at their May meeting. New Business Heather Worthington stated the JDA budget will be presented to the Board at the May meeting. Legislative Update Commissioner Ortega stated there is a Request for Transportation funding and it is progressing in both the House and Senate. Future Meeting Schedule First Monday of the month 5:30 p.m. – 7:00 p.m. Arden Hills City Hall. Next meeting will be May 6, 2013. Meeting adjourned at 7:20 p.m. Respectfully submitted, Pam Thompson, Secretary to JDA Approved _____________________________________ _______________________ David J. Sand, Chair Date 2 Joint Development Authority TCAAP Redevelopment Project DATE: May 6, 2013 TO: Joint Development Authority Board of Commissioners FROM: Heather Worthington Deputy County Manager SUBJECT: 2013-15 Draft JDA Budget Budgeted Amount: Actual Amount: Funding Source: n/a n/a n/a Requested Action Approve the 2013-15 Draft JDA Budget Discussion The attached budget covers the remainder of 2013, as well as 2014 and 2015. This is an estimate of ongoing costs related to professional services contracts for Legal and Public Finance, as well as any meeting expenses, insurance and conference expenses. Finally, a small contingency amount is included to cover any unforeseen costs. A final, comprehensive budget will be submitted in September 2013 to coincide with the City and County budget process, per the Joint Powers Agreement (JPA). At this point, prior to land sales and any potential grant monies, the JDA’s operations are funded through the TCAAP Project Account established by the County Board in November, 2012. Per the Joint Powers Agreement, Ramsey County provides financial services to the JDA. Per the JPA, the Joint Development Authority must submit this budget to the City and County upon approval. AGENDA ITEM 5a MEMORANDUM Joint Development Authority TCAAP Redevelopment Project Proposed JDA Budget 2013-2015 2013 2014 2015 Public Finance Consultant 30,000 60,000 60,000 Legal 34,500 38,500 38,500 Communications 50,000 50,000 50,000 Insurance 3,675 3,675 3,675 Meeting Expense 1,200 1,200 1,200 Conferences and Training 7,000 7,000 7,000 Contingency 3,000 3,000 3,000 Total 129,375 163,375 163,375 Joint Development Authority TCAAP Redevelopment Project DATE: May 6, 2013 TO: Joint Development Authority Board of Commissioners FROM: Heather Worthington Deputy County Manager SUBJECT: JDA Bylaws Budgeted Amount: Actual Amount: Funding Source: n/a n/a n/a Requested Action Review and approve the final draft of the JDA Bylaws Discussion The JDA reviewed and made changes to the draft bylaws at their April 1, 2013 meeting. Attached are two sets of bylaws, one “final” with changes made, and another “redlined” to show changes. Staff recommends that the JDA review and approve the bylaws this evening. AGENDA ITEM 6a MEMORANDUM DRAFT COPY 04/11/2013 BYLAWS OF THE TWIN CITIES ARMY AMMUNITION PLANT JOINT DEVELOPMENT AUTHORITY ARTICLE I - THE AUTHORITY Section 1.1. Name of Authority. The name of the Authority shall be the “TWIN CITIES ARMY AMMUNITION PLANT JOINT DEVELOPMENT AUTHORITY” (which may sometimes be referred to as the ‘TCAAP JDA”, the “JDA” or the "Authority"), and its governing body shall be called the Board of Commissioners (the ‘TCAAP Board”, the “Board” or the “JDA Board”). The TCAAP JDA is a joint powers board created by the City of Arden Hills (the “City”) and the County of Ramsey (the “County”) for the purpose of the redevelopment of the Twin Cities Army Ammunition Plant site (the “TCAAP Site”). The Board shall be the body responsible for the general governance of the Authority and shall conduct its official business at meetings thereof. Section 1.2. Seal of Authority. The Authority shall not have an official seal. Section 1.3. Office of Authority. The offices of the Authority shall be at Suite 250 Court House, 15 West Kellogg Boulevard, St. Paul, MN 55102, attention Assistant County Manager. Section 1.4. Scope of Authority. The Authority shall have all the powers, duties and responsibilities set forth in that certain “Joint Powers Agreement for the Redevelopment of the Twin Cities Army Ammunition Plant By and Between the City of Arden Hills, Minnesota and the County of Ramsey, State of Minnesota, December 17, 2012” (the “Joint Agreement” or the “JPA”), as amended from time to time, and all other applicable laws. ARTICLE II – APPOINTMENT OF BOARD MEMBERS; OFFICERS Section 2.1. Number and Appointment of Commissioners. (a) The Board shall consist of a governing body of five (5) Commissioners (a “Commissioner” or collectively the “Commissioners”) appointed as follows: two (2) members from the City Council of Arden Hills (the “City”) appointed by the City Council; two (2) the members from the County Board of Ramsey County (the “County”) appointed by the County Board; and one (1) non-elected official member appointed by the City Council who shall be a resident of the City. All Commissioners shall serve for a two (2) year term. Terms of the respective elected officials serving as a Commissioner shall coincide with their terms of office. (b) Subsequent to the initial appointment, the City and County may determine in its discretion the length of service of its respective Board members. In the case of a vacancy on the Board, the original appointing authority shall appoint a new member to fill the respective vacancy for the remainder of that term. Each member shall serve until their successor is appointed and qualified as provided by the appointing authority. Each member shall serve Page 1 of 8 421119v6 MTN TW185-1 without compensation; however each appointing authority may determine whether to pay per diem to their respective members pursuant to their own policy and procedures. Section 2.2. Officers. The officers of the Authority shall be a Chair and a Vice Chair, each of whom shall have the usual duties and powers of such offices, the duties and powers given to them by the Board from time to time, and those duties and powers prescribed by Minnesota law or these bylaws. The Chair and Vice Chair shall be elected annually by the Board. The Chair shall be the non-elected official member appointed by the City; the Vice Chair shall be appointed by the Ramsey County Board from its members on the JDA Board. Section 2.3. Chair. The Chair shall preside at all meetings of the Board. Except as otherwise authorized by resolution of the Board, the Chair shall sign all contracts, deeds, and other instruments made or authorized by the Board. At each meeting the Chair shall submit such recommendations and information as he or she may consider proper concerning the business, affairs, and policies of the Authority. Section 2.4. Vice Chair. The Vice Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation, incapacity or death of the Chair, the Vice Chair shall perform the duties of the Chair until such time as the City appoints a new Chair who shall then be elected as Chair by the Board. Section 2.5. Advisory Committees. The Authority may by resolution establish one or more advisory committees to the Authority. Section 2.6. Vacancies. Should the office of Chair or Vice Chair become vacant, the original appointing authority, the City or County respectively, shall appoint that officer’s replacement for the unexpired term of that office. ARTICLE III – PERSONNEL Section 3.1. Administrative Director. The County shall appoint the Administrative Director of the Authority. The Administrative Director shall be the chief administrator of the Authority, shall have general supervision over the administration of its business and affairs, subject to the direction of the Authority, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The Administrative Director shall serve at the pleasure of the County. Section 3.2. Development Director. The City shall appoint the Development Director of the Authority. The Development Director shall have general supervision over code enforcement activities on the TCAAP Site and oversee the JDA development review process, subject to the direction of the Board, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The Development Director shall serve at the pleasure of the City. Section 3.3. Additional Personnel. The Authority shall have all of the power to do all of the things permitted by Minnesota Statutes, Section 469.097, as amended, as it deems necessary Page 2 of 8 421119v6 MTN TW185-1 to exercise its powers, duties, and functions. This authority includes but is not limited to: employing technical experts and other employees as it may require; contracting for the services of consultants, agents, public accountants, legal services, and such other persons or services as it may need to perform its duties and exercise its powers; purchasing supplies and materials; and, using City and County facilities, offices, and staff, as respectively appointed by the City and County, in the exercise of its powers and the performance of its duties. The selection and compensation of such personnel shall be determined by the Board, in consultation with the City and County. ARTICLE IV – FINANCIAL MATTERS Section 4.1. Fiscal Year. The fiscal year of the Authority shall be the same as the fiscal year of the County, a calendar year. Section 4.2. Accounting System and Audits; Books and Records. The financial records and financial statements of the Authority shall be prepared, audited, filed, and published or posted in the manner required for the financial statements of the County by a fiscal agent for the Board appointed by the County (the “Fiscal Agent”). The books and records of the Authority shall be public records maintained in accordance with state law and with such rules, regulations, and ordinances adopted by the County for maintaining public records. Section 4.3 Expenditure of Public Money. All Authority money is public money. An Authority check or electronic funds transfer (“EFT”) must be signed pursuant to County requirements upon the request of the Chair and Administrative Director, unless as described below in Section 4.7, pursuant to the procedures provided by the Fiscal Agent. The check or EFT must state the name of the payee and the nature of the claim for which the check or EFT was issued. 4.3.2. The JDA shall develop a reimbursement policy including priority for payment to the City and County of allocated fee or other income described in the Joint Agreement. The policy shall provide for monthly reimbursement to the City and County where reasonable and practical. 4.3.4. The JDA will establish separate JDA accounts, to be managed by the Fiscal Agent, into which all revenue receipts generated by and belonging to the JDA, and those proceeds which the City and County may authorize to be borrowed as interfund loans, shall be deposited intact to the credit of such JDA accounts. 4.3.5. No disbursements shall be made from such accounts for non-JDA expenses and purposes. Section 4.4 Reports. Annually, at a time and in a form fixed by the City Council and the County Board, the Authority shall make a written report giving a detailed account of its activities and of its receipts and expenditures during the preceding calendar year, together with additional matters and recommendations it deems advisable for the economic development of the TCAAP Site. The JDA shall prepare an annual report at the end of each calendar/fiscal year and Page 3 of 8 421119v6 MTN TW185-1 submit such report to the City and County not later than February 15 of the succeeding calendar/fiscal year. The JDA shall also prepare and present to federal and state officials such reports and audits as may be required by law, regulation, or contract. Section 4.5 Financial Statement. Annually, or more often as requested by the City and County, the Authority shall examine the Fiscal Agent’s detailed financial statements, together with the Fiscal Agent’s vouchers, filed with the Board. The financial statement must show all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the Authority’s credits and assets, and its outstanding liabilities in a form required for the city’s financial statements. If the Authority finds that the statement and vouchers are correct, it shall approve them by resolution, enter the resolution in its records and provide copies to the City Council and the County Board. Section 4.6 Budget; Finance Matters. The Authority shall prepare an annual budget. With the first annual budget and in subsequent years, the JDA shall each year prior to May 1 prepare an annual operations budget that estimates funding required by the JDA to conduct its business over the next calendar year. The JDA shall coordinate its budget process with the City and County budget planning process. Prior to September 1 of each year, the JDA shall, after its review and approval, submit the annual budget to the City and County. The budget shall be substantially balanced. The Budget shall follow the format as established by the JDA after consultation with the City Finance Director and the County Director of Finance, and at a minimum provide at least the detail required by § 2.3.4 of the Joint Agreement. 4.6.1. The City and County may determine that a service or services as described in the Budget are available from either the City or County and direct the JDA to purchase such service at that Party’s cost, with payment to be made by the JDA from its authorized funds as stated in the Budget. 4.6.2. The annual budget proposed by the JDA shall be reviewed and transmitted to the City and County. Each shall review, provide comments to the JDA and the other and approve the annual budget. The proposed JDA annual budget approved by the City and County pursuant to this process shall be reported back to the JDA by November 15 (preceding the ensuing calendar/fiscal year). Thereafter the JDA shall adopt and implement the budget approved by the City and County (the “Budget”). The Budget may be amended consistent with the process described in this Section. 4.6.2. The JDA may incur expenses and make expenditures that may be necessary to the effectuation of its purposes and powers, in conformance with the statutory requirements applicable to contracting and purchasing practices of the City and County, including Minnesota Statutes §§ 383A and 471.345, and the Budget. Section 4.7. Signature Authority. The following signature authority shall be authorized for transactions executed under direction of the Board: (a) All orders and requests for checks of the Authority for the payment of money as directed by the Board shall be signed by the Chair and the Administrative Director. Page 4 of 8 421119v6 MTN TW185-1 (b) All contracts, deeds and other instruments made or authorized by the Board, except as otherwise authorized by resolution of the Board, shall be signed by the Chair and the Administrative Director. (c) The Vice Chair shall have the capacity to sign as an alternate officer of the Authority under extenuating circumstances involving the absence of the Chair or of the Administrative Director, but not where both are absent at the same time. “Absence” means the lengthy unavailability of Chair or of the Administrative Director resulting from vacancy, termination, resignation, incapacitation or death, leading to the potential for business issues of the Authority to be delayed and/or deadlines to be missed. (d) The Administrative Director shall have the authority to approve expenditures consistent with the approved Budget. Section 4.8 Execution of Contracts. The Authority may make and enter into contracts pursuant to Minnesota Statutes, Section 469.101 and other applicable law. All contracts and other written agreements or instruments to which the Authority is a party or by which the Authority may be bound must be executed as provided in Section 4.7 above. ARTICLE V – MEETINGS Section 5.1. Regular Meetings. The Board shall hold regular meetings according to a meeting schedule adopted or revised from time to time by resolution of the Board, and shall hold at least one regular meeting per year. Unless otherwise agreed by the City and County, all meetings of the Authority shall be held at the Arden Hills City Hall. The Board shall not meet at times of regularly scheduled meetings of the Ramsey County Board or Arden Hills City Council unless agreed to by the City and County. All meetings of the Authority shall be conducted pursuant to the requirements of the Minnesota Open Meeting Law (“OML”), and the Minnesota Government Data Practices Act (“MGDPA”), as amended. Section 5.2. Special Meetings. Special meetings of the Board may be called by the Chair or any two Commissioners for the purpose of transacting any business designated in the call notice. The call notice for a special meeting may be delivered to each Commissioner by telephone, voice mail, electronic mail, or may be mailed to the business or home address of each Commissioner at least three (3) days prior to the date of such special meeting. Notice of any special meeting shall also be posted and/or published as may be required by law. Section 5.3. Quorum. The powers of the Authority shall be vested in the Board. Four (4) Commissioners shall constitute a quorum for the purpose of conducting the business and exercising the powers of the Authority and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Board upon a vote of a majority of the Commissioners present. Each member of the Board shall have one vote. Page 5 of 8 421119v6 MTN TW185-1 Section 5.4. Order of Business. At the regular meetings of the Board the following shall be the order of business as directed by the Chair: 1. Open meeting, roll call of Commissioners present 2. Approval of agenda 3. Approval of minutes 4. Public input 5. Approval of consent agenda 6. Old business 7. Public hearings 8. New business 9. Administrative Director’s report 10. Development Director’s report 11. Commissioner updates, other reports 12. Adjournment Section 5.5. Adoption of Resolutions. A resolution of the Board shall be deemed adopted if a quorum is present and the resolution is approved by not less than a simple majority of all Commissioners present, unless a different requirement for adoption is prescribed by law. Resolutions shall be reduced to writing and shall be executed after passage by the Chair and Administrative Director. All resolutions shall be written or transcribed and shall be retained in the journal of the proceedings maintained by the Recording Secretary. Section 5.6. Rules of Procedure. The meetings of the Authority shall be governed by Roberts Rules of Order, Newly Revised, as amended. The manner of voting on all questions coming before the Authority may be by voice vote or roll call. Upon the request of any Commissioner, the yeas and nays on any matter shall be entered in the minutes of the meeting. Section 5.7. Public Process. The JDA shall develop mechanisms for public involvement in any planning or review process. In addition to the requirements of the OML and the MGDPA, the consideration and approval of development agreements and related actions shall be consistent with the applicable hearing and notice requirements for land use and development matters required by Minnesota Statutes §§ 462.357-462.365 and 469.01-469.351, as amended. ARTICLE VI – CONFLICT OF INTEREST Section 6.1. Conflict of Interest. No Commissioner or employee of the Authority shall take any action or make any decision which could substantially affect the Commissioner’s or the employee’s financial interests or those of an organization with which the Commissioner or employee is associated. A Commissioner who has a potential conflict of interest shall not attempt to influence an employee in any manner related to the action or decision in question and shall not take part in the action or decision and shall not be counted toward a quorum during the portion of the meeting in which the action or decision is considered. In the case of an employee who has a potential conflict of interest, the matter shall be assigned to another employee who does not have a conflict of interest. The fact that the appointed elected official members of the Board represent their Page 6 of 8 421119v6 MTN TW185-1 respective governing bodies on the Board is not deemed to be a conflict of interest merely because of such appointment. Section 6.2 Disclosure. Any Commissioner or employee who has a potential conflict of interest must submit to the Board a written statement describing the matter requiring the action or decision and the nature of the potential conflict of interest. Section 6.3 Exceptions. The exceptions specified in Minnesota Statutes, Section 471.88 apply to Commissioners and employees of the Board. ARTICLE VII-INDEMNIFICATION Section 7.1. Indemnification. The Authority shall be authorized by the fullest extent permitted by law to indemnify any person against expenses and liabilities arising by reason of the fact that the person is or was a Commissioner, officer, employee or agent of the Authority. Section 7.2. Insurance. The Authority will purchase and maintain insurance on behalf of itself and on behalf of any person in that person’s official capacity against any liability asserted against that person and incurred by that person in such capacity whether or not the Authority would have been required to indemnify that person against liability as provided in Section 7.1. ARTICLE VIII - MISCELLANEOUS Section 8.1. Amendments to Bylaws. The bylaws of the Authority shall be amended only by resolution approved by at least four (4) of the members of the full Board at a regular or special meeting. Section 8.2 Consistency with Joint Agreement. The Authority shall strive to ensure that its actions are consistent with the requirements of the Joint Agreement as it may be amended, and other objectives for the development of the TCAAP Site as jointly established by the City and County from time to time. ARDEN HILLS AND RAMSEY COUNTY JOINT DEVELOPMENT AUTHORITY _____________________________ Chair Page 7 of 8 421119v6 MTN TW185-1 _____________________________ Administrative Director Dated:________________________ Page 8 of 8 421119v6 MTN TW185-1 DRAFT COPY 04/0111/2013 BYLAWS OF THE ARDEN HILLS AND RAMSEY COUNTYTWIN CITIES ARMY AMMUNITION PLANT JOINT DEVELOPMENT AUTHORITY ARTICLE I - THE AUTHORITY Section 1.1. Name of Authority. The name of the Authority shall be the “ARDEN HILLS AND RAMSEY COUNTYTWIN CITIES ARMY AMMUNITION PLANT JOINT DEVELOPMENT AUTHORITY” (which may sometimes be referred to as the ‘TCAAP JDA”, the “JDA” or the "Authority"), and its governing body shall be called the Board of Commissioners (the ‘TCAAP Board”, the “Board” or the “JDA Board”). The TCAAP JDA is a joint powers board created by the City of Arden Hills (the “City”) and the County of Ramsey (the “County”) for the purpose of the redevelopment of the Twin Cities Army Ammunition Plant site (the “TCAAP Site”). The Board shall be the body responsible for the general governance of the Authority and shall conduct its official business at meetings thereof. Section 1.2. Seal of Authority. The Authority shall not have an official seal. Section 1.3. Office of Authority. The offices of the Authority shall be at Suite 250 Court House, 15 West Kellogg Boulevard, St. Paul, MN 55102, attention Assistant County Manager. Section 1.4. Scope of Authority. The Authority shall have all the powers, duties and responsibilities set forth in that certain “Joint Powers Agreement for the Redevelopment of the Twin Cities Army Ammunition Plant By and Between the City of Arden Hills, Minnesota and the County of Ramsey, State of Minnesota, December 17, 2012” (the “Joint Agreement” or the “JPA”), as amended from time to time, and all other applicable laws. ARTICLE II -– APPOINTMENT OF BOARD MEMBERS; OFFICERS Section 2.1. Number and Appointment of Commissioners. (a) The Board shall consist of a governing body of five (5) Commissioners (a “Commissioner” or collectively the “Commissioners”) appointed as follows: two (2) members from the City Council of Arden Hills (the “City”) appointed by the City Council; two (2) the members from the County boardBoard of Ramsey County (the “County”) appointed by the County Board; and one (1) non-elected official member appointed by the City Council who shall be a resident of the City. All Commissioners shall serve for a two (2) year term. Terms of the respective elected officials serving as a Commissioner shall coincide with their terms of office. (b) Subsequent to the initial appointment, the City and County may determine in its discretion the length of service of its respective Board members. In the case of a vacancy on the Board, the original appointing authority shall appoint a new member to fill the respective vacancy for the remainder of that term. Each member shall serve until their successor is Page 1 of 10 421119v56 MTN TW185-1 appointed and qualified as provided by the appointing authority. Each member shall serve without compensation; however each appointing authority may determine whether to pay per diem to their respective members pursuant to their own policy and procedures. There shall be no alternate members of the Board. ARTICLE III - OFFICERS Section 3.1.2.2. Officers. The officers of the Authority shall be a Chair and a Vice Chair, each of whom shall have the usual duties and powers of such offices, the duties and powers given to them by the Board from time to time, and those duties and powers prescribed by Minnesota law or these bylaws. The Chair and Vice Chair shall be elected annually by the Board. The Chair shall be the non-elected official member appointed by the City; the Vice Chair shall be appointed by the Ramsey County Board from its members on the JDA Board. Section 3.2.2.3. Chair. The Chair shall preside at all meetings of the Board. Except as otherwise authorized by resolution of the Board, the Chair shall sign all contracts, deeds, and other instruments made or authorized by the Board. At each meeting the Chair shall submit such recommendations and information as he or she may consider proper concerning the business, affairs, and policies of the Authority. Section 3.3.2.4. Vice Chair. The Vice Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation , incapacity or death of the Chair, the Vice Chair shall perform the duties of the Chair until such time as the Board shall electCity appoints a new Chair who shall then be elected as Chair by the Board. Section 3.4. Section 2.5. Advisory Committees. The Authority may by resolution establish one or more advisory committees to the Authority. Section 2.6. Vacancies. Should the office of Chair or Vice Chair become vacant, the original appointing authority, the City or County respectively, shall appoint that officer’s replacement for the unexpired term of that office. ARTICLE III – PERSONNEL Section 3.1. Administrative Director. The County shall appoint the Administrative Director of the Authority. The Administrative Director shall be the chief administrative officeradministrator of the Authority, shall have general supervision over the administration of its business and affairs, subject to the direction of the Authority, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The Administrative Director shall serve at the pleasure of the County. Section 3.5.3.2. Development Director. The City shall appoint the Development Director of the Authority. The Development Director shall have general supervision over code enforcement activities on the TCAAP Site and oversee the JDA development review process, subject to the direction of the Board, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The Development Director shall serve at the pleasure of the City. Page 2 of 10 421119v56 MTN TW185-1 Section 3.6.3.3. Additional Personnel. The Board may from time to time employ such personnelAuthority shall have all of the power to do all of the things permitted by Minnesota Statutes, Section 469.097, as amended, as it deems necessary to exercise its powers, duties, and functions. This authority includes but is not limited to: employing technical experts and other employees as it may require; contracting for the services of consultants, agents, public accountants, legal services, and such other persons or services as it may need to perform its duties and exercise its powers; purchasing supplies and materials; and, using City and County facilities, offices, and staff, as respectively appointed by the City and County, in the exercise of its powers and the performance of its duties. The selection and compensation of such personnel shall be determined by the Board, in consultation with the City and County. Section 3.7. Advisory Committees. The Authority may by resolution establish one or more advisory committees to the Authority. Section 3.8. Signature Authority. The following signature authority shall be authorized for transactions executed under direction of the Board: (a) All orders and requests for checks of the Authority for the payment of money as directed by the Board shall be signed by the Chair and the Administrative Director. (b) All contracts, deeds and other instruments made or authorized by the Board, except as otherwise authorized by resolution of the Board, shall be signed by the Chair and the Administrative Director. (c) The Vice Chair shall have the capacity to sign as an alternate officer of the Authority under extenuating circumstances such as lengthy excused absence, vacancy, termination, resignation, incapacitation or death of the Chair or of the Administrative Director. For purposes of definition, absent is defined as a period, usually significant in length, during which Chair is away and/or unable to fulfill the Chair’s role within the Authority leading to the potential for business issues of the Authority to be delayed and/or deadlines to be missed. Section 3.9. Vacancies. Should the office of Chair or Vice Chair become vacant, the original appointing authority, the City or County respectively, shall appoint that officer’s replacement for the unexpired term of that office. ARTICLE IV – FINANCIAL MATTERS Section 4.1. Fiscal Year. The fiscal year of the Authority shall be the same as the fiscal year of the County, a calendar year. Section 4.2. Accounting System and Audits; Books and Records. The financial records and financial statements of the Authority shall be prepared, audited, filed, and published or posted in the manner required for the financial statements of the County by a fiscal agent for the Board appointed by the County (the “Fiscal Agent”). The books and records of the Authority Page 3 of 10 421119v56 MTN TW185-1 shall be public records maintained in accordance with state law and with such rules, regulations, and ordinances adopted by the County for maintaining public records. Section 4.3 Expenditure of Public Money. All Authority money is public money. An Authority check or electronic funds transfer (“EFT”) must be signed pursuant to County requirements upon the request of the Chair and Administrative Director, unless as described above below in Section 3.7,4.7, pursuant to the procedures provided by the Fiscal Agent. The check or EFT must state the name of the payee and the nature of the claim for which the check or EFT was issued. 4.3.2. The JDA shall develop a reimbursement policy including priority for payment to the City and County of allocated fee or other income described in the Joint Agreement. The policy shall provide for monthly reimbursement to the City and County where reasonable and practical. 4.3.4. The JDA maywill establish independentseparate JDA bank accounts, to be managed by the Fiscal Agent, into which all revenue receipts generated by and belonging to the JDA, and those proceeds which the City and County may authorize to be borrowed as interfund loans, shall be deposited intact to the credit of such JDA accounts. 4.3.5. No disbursements shall be made from such accounts for non-JDA expenses and purposes. Section 4.4 Reports to the City and County. Annually, at a time and in a form fixed by the City Council and the County Board, the Authority shall make a written report giving a detailed account of its activities and of its receipts and expenditures during the preceding calendar year, together with additional matters and recommendations it deems advisable for the economic development of the TCAAP Site. The JDA shall prepare an annual report at the end of each calendar/fiscal year and submit such report to the City and County not later than February 15 of the succeeding calendar/fiscal year. The JDA shall also prepare and present to federal and state officials such reports and audits as may be required by law, regulation, or contract. Section 4.5 Financial Statement. Annually, or more often as requested by the City and County, the Authority shall examine the Fiscal Agent’s detailed financial statements, together with the Fiscal Agent’s vouchers, filed with the Board. The financial statement must show all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the Authority’s credits and assets, and its outstanding liabilities in a form required for the city’s financial statements. If the Authority finds that the statement and vouchers are correct, it shall approve them by resolution, enter the resolution in its records and provide copies to the City Council and the County Board. Section 4.6 Budget; Finance Matters. The Authority shall prepare an annual budget. With the first annual budget and in subsequent years, the JDA shall each year prior to May 1 prepare an annual operations budget that estimates funding required by the JDA to conduct its business over the next calendar year. The JDA shall coordinate its budget process with the City and County budget planning process. Prior to September 1 of each year, the JDA shall, after its Page 4 of 10 421119v56 MTN TW185-1 review and approval, submit the annual budget to the City and County. The budget shall be substantially balanced. The Budget shall follow the format as established by the JDA after consultation with the City Finance Director and the County Director of Finance, and at a minimum provide at least the detail required by § 2.3.4 of the Joint Agreement. 4.6.1. The City and County may determine that a service or services as described in the Budget are available from either the City or County and direct the JDA to purchase such service at that Party’s cost, with payment to be made by the JDA from its authorized funds as stated in the Budget. 4.6.2. The annual budget proposed by the JDA shall be reviewed and transmitted to the City and County. Each shall review, provide comments to the JDA and the other and approve the annual budget. The proposed JDA annual budget approved by the City and County pursuant to this process shall be reported back to the JDA by November 15 (preceding the ensuing calendar/fiscal year). Thereafter the JDA shall adopt and implement the budget approved by the City and County (the “Budget”). The Budget may be amended consistent with the process described in this Section. 4.6.2. The JDA may incur expenses and make expenditures that may be necessary to the effectuation of its purposes and powers, in conformance with the statutory requirements applicable to contracting and purchasing practices of the City and County, including Minnesota Statutes §§ 383A and 471.345, and the Budget. 4.6.3. The Administrative Director shall have the authority to approve expenditures consistent with the approved Budget. Section 4.7. Signature Authority. The following signature authority shall be authorized for transactions executed under direction of the Board: (a) All orders and requests for checks of the Authority for the payment of money as directed by the Board shall be signed by the Chair and the Administrative Director. (b) All contracts, deeds and other instruments made or authorized by the Board, except as otherwise authorized by resolution of the Board, shall be signed by the Chair and the Administrative Director. (c) The Vice Chair shall have the capacity to sign as an alternate officer of the Authority under extenuating circumstances involving the absence of the Chair or of the Administrative Director, but not where both are absent at the same time. “Absence” means the lengthy unavailability of Chair or of the Administrative Director resulting from vacancy, termination, resignation, incapacitation or death, leading to the potential for business issues of the Authority to be delayed and/or deadlines to be missed. Section 4.7 Employees, Services, Supplies, and Contracts. The Authority shall have all of the power and do all of the things permitted by Minnesota Statutes, Section 469.097, as amended, including but not limited to: employing technical experts and other employees as it may require; contracting for the services of consultants, agents, public accountants, legal services, and such other persons or services as it may need to perform its duties and exercise its Page 5 of 10 421119v56 MTN TW185-1 powers; purchasing supplies and materials; and, using City and County facilities, offices, and staff, as respectively appointed by the City and County, in the exercise of its powers and the performance of its duties. (d) The Administrative Director shall have the authority to approve expenditures consistent with the approved Budget. Section 4.8 Execution of Contracts. The Authority may make and enter into contracts pursuant to Minnesota Statutes, Section 469.101 and other applicable law. All contracts and other written agreements or instruments to which the Authority is a party or by which the Authority may be bound must be executed by the Chair and the Administrative Director. If the Chair or the Administrative Director is absent or otherwise unable to execute a document, the Vice Chair may execute the document in place of one individual, but not bothas provided in Section 4.7 above. Section 4.9. Reports. The JDA shall prepare an annual report at the end of each calendar/fiscal year and submit such report to the City and County not later than February 15 of the succeeding calendar/fiscal year. The JDA shall also prepare and present to federal and state officials such reports and audits as may be required by law, regulation, or contract. ARTICLE V – MEETINGS Section 5.1. Regular Meetings. The Board shall hold regular meetings according to a meeting schedule adopted or revised from time to time by resolution of the Board, and shall hold at least one regular meeting per year. Unless otherwise agreed by the City and County, all meetings of the Authority shall be held at the Arden Hills City Hall. The Board shall not meet at times of regularly scheduled meetings of the Ramsey County Board or Arden Hills City Council unless agreed to by the City and County. All meetings of the Authority shall be conducted pursuant to the requirements of the Minnesota Open Meeting Law (“OML”), and the Minnesota Government Data Practices Act (“MGDPA”), as amended. Section 5.2. Special Meetings. Special meetings of the Board may be called by the Chair or any two Commissioners for the purpose of transacting any business designated in the call notice. The call notice for a special meeting may be delivered to each Commissioner by telephone, voice mail, electronic mail, or may be mailed to the business or home address of each Commissioner at least three (3) days prior to the date of such special meeting. Notice of any special meeting shall also be posted and/or published as may be required by law. Section 5.3. Quorum. The powers of the Authority shall be vested in the Board. Four (4) Commissioners shall constitute a quorum for the purpose of conducting the business and exercising the powers of the Authority and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Board upon a vote of a majority of the Commissioners present. Each member of the Board shall have one vote. Section 5.4. Order of Business. At the regular meetings of the Board the following shall be the order of business as directed by the Chair: Page 6 of 10 421119v56 MTN TW185-1 1. Open meeting, roll call of Commissioners present 2. Approval of agenda 3. Approval of minutes 4. approvalPublic input 5. Approval of consent agenda 5. 6. Old business 6.7. Public hearings 7.8. New business 89. Administrative Director’s report 910. Development Director’s report 1011. Commissioner updates, other reports 11.12. Adjournment Section 5.5. Adoption of Resolutions. A resolution of the Board shall be deemed adopted if a quorum is present and the resolution is approved by not less than a simple majority of all Commissioners present, unless a different requirement for adoption is prescribed by law. Resolutions shall be reduced to writing and shall be executed after passage by the Chair and Administrative Director. All resolutions shall be written or transcribed and shall be retained in the journal of the proceedings maintained by the Recording Secretary. Section 5.6. Rules of Procedure. The meetings of the Authority shall be governed by Roberts Rules of Order, Newly Revised, as amended. The manner of voting on all questions coming before the Authority may be by voice vote or roll call. Upon the request of any Commissioner, the yeas and nays on any matter shall be entered in the minutes of the meeting. Section 5.7. Public Process. The JDA shall develop mechanisms for public involvement in any planning or review process. In addition to the requirements of the OML and the MGDPA, the consideration and approval of development agreements and related actions shall be consistent with the applicable hearing and notice requirements for land use and development matters required by Minnesota Statutes §§ 462.357-462.365 and 469.01-469.351, as amended. ARTICLE VI – CONFLICT OF INTEREST Section 6.1. Conflict of Interest. No Commissioner or employee of the Authority shall take any action or make any decision which could substantially affect the Commissioner’s or the employee’s financial interests or those of an organization with which the Commissioner or employee is associated. A Commissioner who has a potential conflict of interest shall not attempt to influence an employee in any manner related to the action or decision in question and shall not take part in the action or decision and shall not be counted toward a quorum during the portion of the meeting in which the action or decision is considered. In the case of an employee who has a potential conflict of interest, the matter shall be assigned to another employee who does not have a conflict of interest. The fact that the appointed elected official members of the Board represent their respective governing bodies on the Board is not deemed to be a conflict of interest merely because of such appointment. Page 7 of 10 421119v56 MTN TW185-1 Section 6.2 Disclosure. Any Commissioner or employee who has a potential conflict of interest must submit to the Board a written statement describing the matter requiring the action or decision and the nature of the potential conflict of interest. Section 6.3 Exceptions. The exceptions specified in Minnesota Statutes, Section 471.88 apply to Commissioners and employees of the Board. ARTICLE VII-INDEMNIFICATION Section 7.1. Indemnification. The Authority shall be authorized by the fullest extent permitted by law to indemnify any person against expenses and liabilities arising by reason of the fact that the person is or was a Commissioner, officer, employee or agent of the Authority. Section 7.2. Insurance. The Authority maywill purchase and maintain insurance on behalf of itself and on behalf of any person in that person’s official capacity against any liability asserted against that person and incurred by that person in such capacity whether or not the Authority would have been required to indemnify that person against liability as provided in Section 7.1. ARTICLE VIII - MISCELLANEOUS Section 8.1. Amendments to Bylaws. The bylaws of the Authority shall be amended only by resolution approved by at least four (4) of the members of the full Board at a regular or special meeting. Section 8.2 Consistency with Joint Agreement. The Authority shall strive to ensure that its actions are consistent with the requirements of the Joint Agreement as it may be amended, and other objectives for the development of the TCAAP Site as jointly established by the City and County from time to time. ARDEN HILLS AND RAMSEY COUNTY JOINT DEVELOPMENT AUTHORITY _____________________________ Chair Page 8 of 10 421119v56 MTN TW185-1 _____________________________ Administrative Director Dated:________________________ Page 9 of 10 421119v56 MTN TW185-1 Document comparison by Workshare Professional on Thursday, April 11, 2013 12:15:00 PM Input: Document 1 ID PowerDocs://DOCSOPEN/421119/5 Description DOCSOPEN-#421119-v5-JDA_Bylaws Document 2 ID PowerDocs://DOCSOPEN/421119/6 Description DOCSOPEN-#421119-v6-JDA_Bylaws Rendering set Standard Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 47 Deletions 43 Moved from 12 Moved to 12 Style change 0 Format changed 0 Total changes 114 Joint Development Authority TCAAP Redevelopment Project DATE: May 6, 2013 TO: Joint Development Authority Board of Commissioners FROM: Pat Klaers, City Administrator City of Arden Hills SUBJECT: Insurance for the JDA Budgeted Amount: Actual Amount: Funding Source: n/a $1,875 plus $900 for excess liability n/a Requested Action Approve the insurance package for the JDA as proposed by the League of Minnesota Cities Insurance Trust (LMCIT). Discussion Mark Lenz, the City’s Insurance Agent from Bearence Management Group, has been working with the LMCIT to obtain a quote for insurance coverage for the JDA. Additionally, Mark has been in contact with Georgie Schilte, Risk Management Consultant for Ramsey County, regarding insurance for the JDA. Mark will be at the JDA meeting on May 6, 2013 to review the LMCIT insurance proposal. A summary of this insurance coverage proposal is attached. The insurance quote is for a one year period. The insurance proposal is a package plan and includes coverage for: municipal liability, crime, automobile, employee dishonesty, and defense cost. Additionally, the JDA can purchase excess liability coverage. This excess liability insurance option will need some discussion and a decision by the JDA. AGENDA ITEM 6b MEMORANDUM amsey County TCAAP Redevelopment Project Monthly Report April 2013 Visit www.tcaap.net for the most recent information. TCAAP Closing The County and General Services Administration (GSA) completed the first closing on the property on April 15th. The County took title to 397 acres of the site and received a “lease” on the remaining 30 acres until the cleanup is completed. Bolander & Sons estimates that the cleanup will be completed in 30 months, by October 2015. Letter of No Association The County received its “No Association Determination” letter from the Minnesota Pollution Control Agency on April 9th. This letter protects the County from liability regarding the remediation of the site, and guarantees that this work “will not constitute conduct associating Ramsey County with the release or threatened release of hazardous substances, pollutants, or contaminants at the site for purpose of Minn Stat. 115B.03, subd., 3(4) (2012).” Bolander Contract The County issued a “notice to proceed” to Bolander on April 15th. Bolander began work immediately in mobilizing crews, setting their construction trailer, and finalizing site access and security. They will begin deconstruction and demolition work immediately; they estimate that it will take roughly six months to “wreck to grade” most of the above-ground structures on the site. The appearance of the site will change dramatically in the first few months as the large buildings on the site disappear. The majority of building materials will be reused as building materials or recycled for other uses. Security Vandalism continues to be a concern on site. Staff is working with Xcel Energy to identify distribution and transmission lines that are still “live” on site. In addition, staff has confirmed with the Sheriff’s Office, Arden Hills and the County Attorney that trespass violations will be fully prosecuted. Local media outlets have been notified of the no trespass order, and the intent of the City and County to prosecute trespassers. Legislative Update Staff continues to work with state legislators to seek funding for transportation improvements that will benefit businesses in the 694/35W Corridor area, as well as the New Brighton Exchange and TCAAP projects. Community Open House May 7, 2013, 5:00 p.m., Marsden Room, Public Works Building. This will be an open house where information will be presented about the remediation project at TCAAP. Future open houses or meetings will be held to discuss the planning efforts related to the Master Plan. Master Plan Contract signed by Arden Hills The City of Arden Hills has secured the services of Kimley-Horn and Associates for the TCAAP AUAR (Areawide Urban Alternative Review), Master Plan, and Regulations and Policies. The master planning process is scheduled to begin May 1st. One of the consultant's first tasks will be drafting a Public Engagement Process for review by the City Council and Joint Development Authority (JDA). Brian Smalkoski, the project manager, will attend the May 6, 2013, JDA meeting.