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09-26-11 EDA AgendaCITY OF SHOREWOOD 5755 COUNTRY CLUB ROAD ECONOMIC DEVELOPMENT AUTHORITY MEETING COUNCIL CHAMBERS MONDAY, SEPTEMBER 26, 2011 7:30 P.M., or immediately following Regular City Council Meeting AGENDA 1. CONVENE ECONOMIC DEVELOPMENT AUTHORITY MEETING A. Roll Call President Lizée _____ Hotvet _____ Siakel _____ Woodruff _____ Zerby _____ B. Review Agenda 2. APPROVAL OF MINUTES ATTACHMENTS A. EDA Minutes of January 24, 2011 Minutes 3. CONSENT A. Treasurer’s Report Treasurer’s Report 4. NEW BUSINESS A. Purchase of Property at 24620 Smithtown Road Assistant Treasurer’s memo Memo B. Selection of Officers Executive Director’s Memo C. Review Proposed Bylaws Changes Executive Director’s Memo 5. ADJOURN #2A CITY OF SHOREWOOD 5755 COUNTRY CLUB ROAD ECONOMIC DEVELOPMENT AUTHORITY MEETING COUNCIL CHAMBERS MONDAY, JANUARY 24, 2011 Immediately Following Regular City Council Meeting MINUTES 1. CONVENE ECONOMIC DEVELOPMENT AUTHORITY MEETING President Lizée called the meeting to order at 9:27 P.M. A. Roll Call Present. President Lizée; Boardmembers Hotvet, Siakel, Woodruff and Zerby; Executive Director/Secretary Heck; Assistant Treasurer DeJong; and, Assistant Executive Director Nielsen Absent: None B. Review Agenda Woodruff moved, Siakel seconded, approving the agenda as presented. Motion passed 5/0 2. APPROVAL OF MINUTES A. EDA Minutes of July 26, 2010 Zerby moved, Woodruff seconded, approving the EDA Meeting Minutes of July 26, 2010, as presented. Motion passed 5/0. 3. NEW BUSINESS A. Selection of Officers Mayor Lizée explained the President of the Shorewood Economic Development Authority (EDA) must be the Mayor of Shorewood. She also explained that it has been past practice to have the Acting Mayor serve as the EDA Vice President, noting Scott Zerby had been appointed to the position of Acting Mayor. She suggested Zerby be appointed to the position of Vice President. She asked EDA Treasurer Woodruff if he would like to continue in his current capacity. Treasurer Woodruff stated he wanted to relinquish that position to either Boardmember Hotvet or Boardmember Siakel. Siakel expressed her willingness to assume the position of Treasurer. Zerby moved, Hotvet seconded, approving the Economic Development Authority Officer appointments of: President – Christine Lizée Vice President – Scott Zerby Treasurer – Debbie Siakel CITY OF SHOREWOOD ECONOMIC DEVELOPMENT AUTHROITY MEETING January 24, 2011 Page 2 of 2 Executive Director/Secretary – Brian Heck Assistant Treasurer – Bruce DeJong Assistant Executive Director – Brad Nielsen Motion passed 5/0. B. Authorize Wire Transfers for Bond Payments Assistant Treasurer DeJong explained the EDA has three invoices that need to be paid by February 1, 2011, for the Public Safety Refunding Bonds. He stated Staff is asking Council to authorize Staff to process these payments for this year and all other future bond payments by wire transfer rather than check. Woodruff moved, Siakel seconded, Adopting RESOLUTION NO. 11-001, “A Resolution Authorizing Wire Transfers for Bond Payments.” Motion passed 5/0. 4. ADJOURN Woodruff moved, Zerby seconded, Adjourning the Shorewood Economic Development Authority Meeting of January 24, 2011, at 9:31 P.M. Motion passed 5/0. RESPECTFULLY SUBMITTED, Christine Freeman, Recorder Christine Lizée, President ATTEST: Brian Heck, Executive Director #3A SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 5755 Country Club Road Shorewood, MN 55331-8926 952-960-7900 FAX: 952-474-0128 MEMORANDUM MEETING DATE: September 26, 2011 TO: EDA Board of Commissioners FROM: Bruce DeJong, Assistant Treasurer Brian Heck, Executive Director RE: Treasurer’s Report The Economic Development Authority bylaws require a Treasurer’s report at the annual meeting. This report is presented to fulfill that requirement. The EDA is listed as a component unit of the City of Shorewood in the annual financial report. The activities of the EDA were limited to receipt of lease revenues and payment of bond debt service. The following is an excerpt from the December 31, 2010 annual report. The Economic Development Authority (EDA) of the City was created in 2001 pursuant to Minnesota Statutes to carry out economic and industrial development and redevelopment consistent with policies established by the Council. Its board is comprised of members of the City Council. The EDA activities are blended and separate financial statements are not issued for this component unit. Revenue bonds outstanding at year end are as follows: Issue Maturity Outstanding Balance Public Safety Fire Facility, 2007A 02/01/23 $ 3,960,000 Public Safety Police Facility, 2007B 02/01/23 4,105,000 Public Safety Fire Facility, 2007C 02/01/22 1,490,000 Public Project Bonds, 2008A 1 12/01/28 1,240,000 Total Lease Revenue Bonds $ 10,795,000 The EDA has no separate assets at this time and all moneys in the bond funds are reserved for future debt service. Attached are the statement of Revenues, Expenditures, and Changes in Fund Balance for these funds. 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Background: The City of Shorewood purchased property as part of a potential Smithtown Crossing th redevelopment. The purchase closed on September 9, and the City has assigned its interest in the property to the EDA. This is primarily for the purpose of ultimate transfer when redevelopment occurs. The EDA has the power to enter into Tax Increment Financing agreements that the city does not have. Therefore, it is logistically easier to have the property in the EDA’s name for sale to a developer if TIF is included as part of a full redevelopment plan. Financial or Budget Considerations Having the property titled in the EDA’s name will save the cost of registering the title prior to its resale. Options: The Economic Development Authority may choose to: 1.Accept the donation of the property from the city; or 2.Direct the City Attorney to re-title the property in the City’s name. Recommendation / Action Requested: Staff recommends that the City Council adopt the resolution as submitted by staff. Next Steps and Timelines: Staff will pursue redevelopment proposals and opportunities to purchase additional parcels in that area as they come up for sale. SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 11-_____ ACCEPT PROPERTY TRANSFER FROM CITY OF SHOREWOOD AT 24620 SMITHT0WN ROAD WHEREAS , the City Council and Planning Commission have endorsed redevelopment of the Smithtown Crossing intersection at County Road 19 and Smithtown Road; and WHEREAS , the property at 24620 Smithtown Road has been purchased from a willing seller; and WHEREAS , the City Council plans to use the property for future economic development purposes; and WHEREAS , the redevelopment will likely involve tax increment financing which is allowable only under the authority of the EDA, NOW, THEREFORE, BE IT RESOLVED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF SHOREWOOD AS FOLLOWS: 1.The donation of the property from the city to the EDA is hereby accepted. 2.Staff is authorized to pursue redevelopment proposals for the Smithtown Crossing area. ADOPTED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF SHOREWOOD this 26th day of September, 2011. ATTEST: Christine Lizée, President _______________________________ Brian Heck, Executive Director #4B SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 5755 Country Club Road Shorewood, MN 55331-8926 952-960-7900 FAX: 952-474-0128 MEMORANDUM MEETING DATE: September 26, 2011 TO: EDA Board of Commissioners FROM: Brian Heck, Executive Director RE: Selection of Officers The Selection of Officers was made at the EDA’s special meeting on January 12, 2011. The EDA By-Laws state the positions of Vice President and Treasurer shall be members of the Board and shall be elected at the annual meeting. The By-Laws further state that no commissioner may serve as President and Vice President at the same time. The Officers appointed at the special meeting in January included: President – Christine Lizée (The President shall be the Mayor of the City of Shorewood). Vice-President – Scott Zerby (Presides in the absence of the President). The Board may determine who shall serve as Vice-President. President Pro-Tem – Appointed to serve in the absence of both the President and Vice-President. The Board decided to leave this position vacant. If the Board wishes to fill this position, it will need to select someone for it. Treasurer – Debbie Siakel (The Treasurer shall receive and be responsible for Authority money, etc. (The Board may determine who shall serve as Treasurer). Assistant Treasurer – Bruce DeJong (The Assistant Treasurer shall be the Director of Finance). Secretary – Brian Heck (The Secretary shall be the City Administrator). Executive Director – Brian Heck (The Executive Director shall be the City Administrator). Assistant Executive Director – Brad Nielsen (The Assistant Executive Director shall be the Director of Planning). If the Board wishes to fill the President Pro-Tem position, it will need to select someone. Action Needed: The Board may determine to leave the appointments as is, as made in January of this year. The Board may determine to change the appointments. #4C SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 5755 Country Club Road Shorewood, MN 55331-8926 952-960-7900 FAX: 952-474-0128 MEMORANDUM MEETING DATE:September 26, 2011 TO: EDA Board of Commissioners FROM: Brian Heck, Executive Director RE: Review Proposed By-Laws Edits The EDA Bylaws were approved on October 8, 2001. Staff has reviewed the EDA By-Laws and is suggesting a few edits to the By-Laws. The edits are as follows: Section 2.1: Line 2, delete “in an” Section 3.1: At the end of the sentence, add, “, or at such other date and time as soon thereafter.” Section 3.2: Line 1, change “shall” to “may” Section 4.4: Last line, change “resolution” to “motion”, to be in line with past practice. Section 4.12: Line 3, change “at least five days” to “at least three days” The changes proposed are intended to provide more flexibility in the meeting schedule, should it be needed, and to clarify past practice of the EDA. A copy of the By-Laws with the proposed edits is attached. Action: Accept or deny any/all of the proposed changes. BY-LAWS OF THE SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 1.The Authority Section 1.1. Name of Authority. The name of the Authority shall be the Shorewood Economic Development Authority (hereinafter, the “Authority”), and its governing body shall be called the Board of Commissioners (hereinafter, the “Board”). Section 1.2. Office. The principal office of the Authority shall be at City Hall, 5755 Country Club Road, Shorewood, Minnesota. Section 1.3. Seal. The Authority shall have an official seal. 2.Organization Section 2.1. Board. The Board of Commissioners for the Authority shall consist of the Mayor and each member of the City Council in an for the City of Shorewood (the “City”). Each Commissioner’s term shall coincide with their term as Mayor or member of the City Council. Section 2.2. Officers. The officers of the Authority shall consist of a President, a Vice President, a Secretary, a Treasurer and an Assistant Treasurer. The Mayor of the City shall serve as the President of the Authority. The Vice President, and the Treasurer shall be members of the Board and shall be elected at the annual meeting of the Board. No Commissioner may serve as President and Vice President at the same time. The offices of Secretary and Assistant Treasurer need not be held by a Commissioner. Section 2.3. President. The President shall preside at all meetings of the Board. Section 2.4. Vice President. The Vice President shall preside at any meeting of the Board in the absence of the President and may exercise all powers and perform all responsibilities of the President if the President cannot exercise or perform the same due to absence or other inability. Section 2.5. President Pro Tem. In the event of the absence or inability of the President and the Vice President at any meeting, the Board may appoint any remaining Commissioner as President Pro Tem to preside at such meeting. Section 2.6. Treasurer. The Treasurer shall receive and be responsible for Authority money, shall disburse authority money by check only, keep an account of all Authority receipts and disbursements and the nature and purpose relating thereto, shall file the Authority’s financial statement with its Secretary at least once a year as set by the Authority, and be responsible for the acts of the Assistant Treasurer. Section 2.7. Assistant Treasurer. The Director of Finance for the City shall serve as the Assistant Treasurer to the Authority and shall have all powers and duties of the Treasurer if the Treasurer is absent or disabled. Section 2.8. Secretary. The City Administrator shall serve as the Secretary of the Authority and shall keep or cause to be kept minutes of all meetings of the Board and shall maintain or cause to be maintained all records of the Authority. The Secretary shall also have such additional duties and responsibilities as the Board may from time to time and by resolution prescribe. Section 2.9. Executive Director. The City Administrator shall serve as the Executive Director of the Authority, shall be chief appointed executive officer of the Authority, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The City Planning Director shall be the Assistant Executive Director. 3.Procedures of Board of Commissioners Section 3.1. Annual Meeting. The annual meeting of the Board shall be held at 6:00 p.m. on the fourth Monday of July in each year, or at such other date and time as soon thereafter. Section 3.2. Regular Meetings. The board shall may hold regular meetings on the fourth Monday of each month, commencing at 6:00 p.m., C.T., or at such other time as the Board may determine. In the event such date shall fall on a legal holiday, the meeting shall be held on the next succeeding secular day or on such other date as determined by the Board. Section 3.3. Special Meetings. Special meetings of the Authority may be called by the President, the Executive Director or two members of the Board for the purpose of transacting any business designated in the call. The call for a special meeting may be delivered at any time prior to the time of the proposed meeting to each Commissioner or may be mailed to the business or home address of each Commissioner at least two (2) days prior to the date of such special meeting. At least three days prior to a special meeting, written notice of its date, time, place and purpose shall be (a) mailed or delivered to anyone who has specifically requested notice of special meetings or, as an alternative, published in the Authority’s official newspaper, and (b) posted on the “principal bulletin board” of the Authority or, if there is none, on the door of the Commissioner’s “usual meeting room.” At such special meeting, no business shall be considered other than as designated in the call, but if all of the members of the Authority are present at a special meeting, any and all business may be transacted at such special meeting. Section 3.4. Emergency Meetings. Meetings regarding matters which, in the judgment of those calling the meeting pursuant to Section 3.3, above, require the immediate consideration of the Authority may be held without regard to the notice requirements otherwise applicable to special meetings. The Authority shall make good faith effort to give notice of such emergency meeting, including the purpose thereof, to any news medium that has filed such a written request with the Authority. If matters other than those related to the emergency are permitted to be discussed under Section 3.3, above, and so are discussed, the minutes of the meeting shall include a specific description of such matters. 2. Section 3.5. Quorum. A quorum of the five member Board shall consist of three Commissioners. In the absence of a quorum, no official action may be taken by, on behalf of, or in the name of the Board or Authority. Section 3.6. Adoption of Resolutions. Resolutions of the Board shall be deemed adopted if approved by not less than simple majority of all Commissioners present and constituting a quorum. Resolutions may, but need not, be read aloud prior to a vote taken thereon and may, but need not, be executed after passage. Section 3.7. Rules of Order. The meetings of the Board shall be governed by the most recent edition of Robert’s Rules of Order. 4.Miscellaneous Section 4.1. Fiscal Year. The fiscal year of the Authority shall be the same as the City’s fiscal year. Section 4.2. Treasurer’s Bonds. The Treasurer shall give bond to the state conditioned for the faithful discharge of official duties. The bond must be approved as to form and surety by the Authority and filed with the Secretary and must be for twice the amount of money likely to be on hand at any one time as determined at least annually by the Authority, provided, however, that said bond must not exceed $300,000. Section 4.3. Checks. An Authority check must be signed by (1) the President and (2) the Treasurer or Assistant Treasurer. The check must state the name of the payee and the nature for which the check was issued. Section 4.4. Financial Statements. The Authority shall examine the financial statement together with the Treasurer’s vouchers, which financial statement shall disclose all receipts and disbursements, their nature, money on hand and the purposes to which it shall be applied, the Authority’s credits and assets and its outstanding liabilities. If the Authority finds the financial statement and Treasurer’s vouchers to be correct, it shall approve them by motion. resolution. Section 4.5. Report to City. The Authority shall annually, at a time designated by the City, make a report to the City Council giving a detailed account of its activities and of its receipts and expenditures for the preceding calendar year. Section 4.6. Budget to City. The Authority shall annually, at a time designated by the City, send its budget to the City Council which budget includes a written estimate of the amount of money needed by the Authority from the City in order for the Authority to conduct business during the upcoming fiscal year. Section 4.8. Employees. The Authority shall utilize City staff and facilities as it may require as assigned by the Executive Director. Section 4.9. Services. The Authority may contract for the services of consultants, agents, public accountants and others as needed to perform its duties and to exercise its powers. 3. The Authority may also use the services of the City Attorney or hire a general counsel, as determined by the Authority. Section 4.10. Supplies, Purchasing, Facilities and Services. The Authority may purchase the supplies and materials it needs. The Authority may use the facilities of the City’s purchasing department. The City may furnish offices, structures and space, stenographic, clerical, engineering and other assistance to the Authority. Section 4.11. Execution of Contracts. All contracts, notes, and other written agreements or instruments to which the Authority is a party or signatory or by which the Authority may be bound shall be executed by the President and/or the Executive Director or the Assistant Executive Director, or by such other Commissioners or Officers of the Authority as the Board may by resolution prescribe. Section 4.12. Amendment of By-Laws. These By-Laws may be amended by the Board by majority vote of all Commissioners, provided that any such proposed amendment shall first have been delivered to each Commissioner at least five three days prior to the meeting at which such amendment is considered. The foregoing By-Laws were duly adopted by the Board of Commissioners of the th Shorewood Economic Development Authority on the 8th day of October, 2001. 26 day of September, 2011. _______________________________ _____________________________ President Executive Director ::ODMA\PCDOCS\LIB1\678185\1 4.