072693 EDA OFFICIAL FILE COPY~ ......
C~Y OF NEW HOPE
EDA AGENDA
EDA Regular Meeting #10 July 26, 1993
Agenda #10
President Edward J. Erickson
Commissioner W. Peter Enck
Commissioner Gerald Otten
Commissioner Terri Wehling
Commissioner Marky Williamson
1. Call to Order
2. Roll Call
3. Approval of Minutes of June 14, 1993
4. Motion Approving Consultant Agreement to Develop Multi-Family Housing
Policies
5. Motion Approving Ardel Engineering License and Indemnification Agreement
6. Resolution Appointing City Manager as New Hope's Public Official Sector
Representative on the Board of CO-OP Northwest Community Revitalization
Corporation
7. Adjournment
CITY OF NEW HOPE
4401 XYLON AVENUE NORTH
HENNEPIN COUNTY, MINNESOTA 55428
Approved EDA Minutes June 14, 1993
Meeting #9
CALL TO ORDER President Erickson called the meeting of the Economic Development
Authority to order at 8:41 p.m.
ROLL CALL Present: Erickson, Enck, Wehling, Otten, Williamson
APPROVE MINUTES Motion was made by Commissioner Enck, seconded by Commissioner
Wehling, to approve the EDA minutes of May 24, 1993. All present voted
in favor. Motion carried.
IMP. PROJECT 467 President Erickson introduced for discussion Item 4, Resolution Authorizing
Item 4 Addendum to City of New Hope Development Contract for Autohaus
Addition and Reduction of Subdivision Bond (Improvement Project No.
467).
The addendum will delete the storm sewer improvements at the rear of the
property and the paving of the body shop collision repair storage area of
the Autohaus property. This will allow for a reduction of the $26,280
bond to $1,000.
The EDA briefly discussed whether $1,000 was sufficient to correct the
wetland erosion control problem. Mr. Hanson, City Engineer, confirmed
that the amount is adequate.
EDA RESOLUTION Commissioner Enck introduced the following resolution and moved its
93-10 adoption: "RESOLUTION AUTHORIZING ADDENDUM TO CITY OF NEW
Item 4 HOPE DEVELOPMENT CONTRACT FOR AUTOHAUS ADDITION". The
adoption of the foregoing resolution was seconded by Commissioner
Wehling, and upon vote being taken thereon; the following voted in favor
thereof: Erickson, Otten, Enck Williamson, Wehling; and the following
voted against the same: None; Absent: None; whereupon the resolution
was declared duly passed and adopted, signed by the president which was
attested to by the executive director.
ADJOURNMENT Motion was made by Commissioner Enck, seconded by Commissioner
Wehling, to adjourn the meeting. All present voted in favor. The New
Hope EDA adjourned at 8:42 p.m.
Respectfully submitted,
Valerie Leone
City Clerk
New Hope EDA June 14, 1993
Page 1
~DA
%
~~) REQUEST FOR ACTION
Originating Department Approved for Agenda Agenda Section
City Manager EDA
7-26-93
Kirk McDonald Item No.
By: Management Assistant By: 4
MOTION APPROVING CONSULTANT AGREEMENT TO DEVELOP MULTI-FAMILY
HOUSING POLICIES
The City is starting to receive requests for funding assistance for building
rehabilitation/rennovation work from owners of multi-family buildings in the City. Staff desires
to work with a consultant to assist the staff in formulating policies to address these issues and
to assist staff in analyzing funding requests. Enclosed is a proposal for such assistance from
Public-Private Ventures, Inc. Staff requests to discuss the proposal with EDA.
TO:
Review: Administration: Finance:
RFA-O01
Gary E. Stout, President
Public-Private Ventures, Inc.
5101 West 70th Street, Suite 220
Edina, Minnesota 55439
Phone 612-941-4999
Fax 612-941-0195
Mr. Daniel J. Donahue, City Manager July 22,1993
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
Dear Mr. Donahue
Public-Private Ventures, Inc. is pleased to make the following letter proposal
for services to be provided to the City of New Hope. In line with our
preliminary conversation earlier in the week, PPV, Inc. will make me
personally available for professional services to be provided by PPV.
The purpose of these services will be to evaluate potential opportunities and
problems (or other issues) related to the City of New Hope's potential
consideration of providing assistance to local apartment projects~ and to
prepare a draft policy for the Council's consideration regarding that
potential for City involvement. The evaluation will consider the fact that
the City has a relatively high proportion of rental units, and that
maintenance of these units, and the surrounding neighborhoods is a strong
public policy need. It is important to keep the City's neighborhoods viable,
the units marketable, provide modern amenities, minlmlze public safety issues,
maintain and enhance property values, stem deterioration, etc. The analysis
and policy will also recognize the relatively small amount of public fun~s
available for the task, the potential for sizable assistance requests, and the
need to maximize the impact of the public's resources to the extent possible.
Therefore, the policy draft will reflect not only the current real estate
market situation, but will also make recommendations that reflect the relative
scarcity of public funding and suggestions for leveraging those funds to the
greatest extent possible.
Work will be performed as follows:
1. Three meetings with the city manager and his staff to obtain background
information, and determine those public policy considerations that are c
currently being considered.
2. Gather read~y available information on the City, and it's situation
relating tO~. rental units.
Meet with o~e or two apartment owners, who are or may be seeking
assista~e, ~ attempt to understand their specific issues to ensure that
the policy being drafted will consider their concerns, as representatives
of the apartment ownership community.
4. Maintain any financial information provided by the apartments owners in a
confidential setting.
5. Analyze such information as may be made available regarding the financial
circ,m~tances of that (those) complex(es), to obtain a preliminary reading
of how these requests might conform or conflict with a recommended policy.
6. Draft methods for consideration bY the EDA, that would help to ensure the
maximum leverage from the potential use of any public funding, and that
these funds and will not displace funds that could or should be
forthcoming from the private sector.
7. Draft preliminary concepts and seek an initial review by the City Manger
and his staff.
8. One meeting with the EDA to review the preliminary policy.
It is anticipated that the reco~ended draft policy will be a relatively
straightforward document, listing issues that the City would deem important in
consideration of any assistance requests, and not containing extensive text,
tables of data, etc.
Time will be billed at PPV's hourlY rate of $125. Only out of pocket expenses
would be charged. No travel time or mileage would be charged. There would be
an "upset price" of $2,500 on the above activities. Any additional work done
on specific apartment analyses or other activities would be over and above
this upset price. The above work should be completed in a period of 30 days
or less, and will be billed at the end of August, 1993. All payments due PPV
shall be paid within 20 days of billing. Beyond that date, interest will
accrue at 1% per month on the unpaid balance.
PPV, Inc. City Manager Mayor or other City Official
Gary E. Stout, President
Public-Private Ventures, Inc.
5101 West 70th Street, Suite 220
Edina, MN 55439
Phone: 612-941-4999
Fax: 612-941-0195
Experience
1980 to Present President of Public-Private Ventures (PPV), Inc. PPV is a consulting
firm specializing in housing, economic development, and urban
revitalization. It was operated as a proprietorship prior to incorporation
in 1983. PPV specializes in all areas of public-private development,
including: development strategies, public-private deal structuring,
public-private finance, negotiation, workouts, public-private
approvals, etc. throughout the mainland United States and Puerto Rico.
Strategies and projects were developed for Downtown and neighborhood
revitalization. The types of developments included: housing, industrial,
commercial, public parking, mixed use, semi-public and specialized uses.
A more detailed explanation of the types of activities is available upon
request. A partial list of clients is attached.
1977-1980 Director of the Department of Planning and Economic Development,
and Director of the Housing and Redevelopment Authority for the
City of St. Paul, Minnesota. This consolidated agency was responsible
for planning, economic development, and revitalization of St. Paul's
neighborhoods, the Downtown, and commercial and Industrial areas.
This dual title Included responsibility for the City's Planning efforts,
Development efforts, Redevelopment and Urban Renewal, Historic
Preservation, Small Business Finance and Assistance, Neighborhood
Preservation Underwriting Public Financial Assistance to projects, and
support of the City's Neighborhood Organization activities, Historic
Preservation Commission, the Planning and Zoning Commission, the
.. Parking Commission, etc. Supervised 250 staff in these areas. Completed
more than $100 million in housing financing. A more detailed explanation
of these activities is available upon request.
1973-1977 Administrator of the Office of Planning and Development for the
City of Portland, Oregon. This effort involved administering and
coordinating the activities of the Portland Development Commission,
the Planning Bureau, the Building Bureau, and later the Traffic
Engineering functions for the City. Supervised 250 staff in these
areas, and directed such projects as the neighborhood revitalization
program, the Downtown Plan, the Transit Mall, a strong public-
private housing preservation and construction program, etc.
1968-1973 Deputy Director for the Joint Planning Commission (JPC), the JPC
was the regional planning and development organization for the
Allentown-Bethlehem-Easton metropolitan area in Pennsylvania.
1964-1968 Promoted through four levels of responsibility in the York City-
County Planning Commission in York, Pennsylvania, ending at the
Senior Planner level.
Education Bachelor of Science, State University of Iowa, emphasis in City and
Regional Planning, 1964.
Master's in Public Administration, Pennsylvania State University,
emphasis in management, finance, and systems analysis, 1968.
Special Short Courses, including:
Computer Concepts and Utilization IBM, Philadelphia
Computer Programming IBM, Philadelphia
Mass Transit Planning Brooklyn Polytechnic Institute
Traffic Engineering Georgia Institute of Technology
Community Shelter Planning University of Tennessee
Solid Waste Management Environmental Control Admin.
Management of Design and Harvard Graduate Schools of
Planning Organizations Business and Design
Management Systems Louis Allen Associates
Real Estate Financial Analysis Wharton School of Business
Real Estate Development Process Harvard School of Business
Tax Considerations in Real Estate Society of Real Estate
Transactions Appraisers
Tax Considerations Affecting Real Estate Institute,
Real Estate Transactions New York University
The Land Development Process Harvard Graduate Schools of
Business and Design
M e m b e r s h i p s Advisory Board, Housing and Development Reporter
American Planning Association
International Real Estate Institute, RIM, SVC
Economic Development Association of Minnesota
National Council for Urban Economic Development (CUED)
CUED Federal Programs Subcommittee 1978-80
'National Community Development Association (NCDA)
NCDA Board Member 1978-80
National Association for Redevelopment Officials
Urban Land Institute (ULI)
ULI Education Committee 1980-82
ULI Urban Development-Mixed Use Council 1980-84
ULI Urban Development-Commercial Council 1984-86
ULI Residential Development Council 1987-89
ULI Small Development Council 1991-1993
Vice Chairman of Council 1992-1993
ULI Panel Advisory Committee Member 1992-1993
Personal Interests Two adult children
Private pilot
Photography
International travel
R · fe r · n e · s Available upon request.
Public-Private Ventures, Inc.
Partial Client List 10-80 to 1-93
Administracion Servicios Municipales (Puerto Rico) Lexington Investments
Algona, Iowa Industrial Development Commission Lincoln, Nebraska
Anoka, Minnesota Los Angles Community Development Deparl,nent
Alpha Business Group LSM Associates
Austin, Minnesota Madison, Wisconsin
Barberg Associates Maple Ridge Development Corporation
Bailey Enterprises Marriott Senior Living Services
Baldwin Park, California Milaca Associates
BCE Development McKnight Foundation
Boston Redevelopment Agency Mankato, Minnesota
Bramalea Shopping Centers, Ltd. Metro Paper Recovery
Broadway Square Associates Metropolitan Council (Metro Minneapolis-St. Paul)
Brooklyn Park, Minnesota NAHRO (Iowa, Minnesota, and Regional Chapters)
Browning-Ferris Industries National Association of State Development Agencies
Cadillac-Fairview Shopping Centers (US) National Community Development Association
Canadian American Development Corporation National Center for Municipal Development
Cedar Rapids, Iowa National League of Cities
Center Companies Nebraska State Economic Development Agency
Chanhassen, Minnesota Norwalk, Connecticut
Charles City, Iowa Development Commission Northwest Regional (Wisconsin) Planning Commission
Chattanooga, Tennessee Chamber of Commerce Olmsted County, Minnesota
City Venture Corporation Omaha, Nebraska
Citicorp Real Estate Pacific Development, Inc.
Compton Engineering Paran Management Company
Commercial Federal Realty Investors Corporation Port Authority of St. Paul
Constructora De Las Americas, Inc. Port Chester, New York
Continental Plaza Associates Provo, Utah
Control Data Corporation Public Financial Systems
Conwed Corporation Richmond, Califorma
Corpus Christi, Texas RPI Investments
Council on Urban Economic Development Saint Louis World Trade Center
Crawford Janopaul & Company Sandia Arabian Royal Commission
Dakota County HRA for Yanbu (Sandia Arabian Parsons Ltd.)
Delta Development Company St. Paul, Minnesota
Difre Associates Schaumburg Building Authority
Domimum Development Corporation Scherburne County Historical Society
Elich Gardens, Inc. Sea Pearls, Inc.
Famco, Inc. Smith Investment Company
Forest City Enterprises South Ridge Associates
Four Winds Rentals Spalding Mill Associates
Gary, Indi~n~ Spectrum Corporation
Golden Valley, Minne~otu Stephen Haight Associates
Health Resources Assistance Corporation Tanurb Development
Hopkins Minnesota I-IRA Taubman Corporation
Institute for Professional and Executive Development Tri-State Service Corporation
International City Management Association Uhde-Nelson Construction Company
James Harvie and Partners Urban Land Institute
James Johnson and Associates, Inc. U.S. Conference of Mayors
Janus Development U.S. Railroad Revitalization Project
Kentucky Rural Housing and Development Foundation Webster County, Wisconsin
Lakeland, Florida White Farm Equipment Company
Lander Group, Inc. White Plains, New York
Las Vegas, Nevada yankt0n, S.D.
Supplemental Data AUthor of several~nationally published articles on the subject of economic
development and urban revitalization strategies as well as numerous
documents for local use in the regions in which I was working.
Certified as a City and Regional Planner-In-Charge in the Commonwealth
of Pennsylvania in 1973.
A consultant to the President Carter's Transition Team members in
1976 on the subjects of housing finance and urban development
and the new Urban Development Action Grant (UDAG) public-private
gap financing concept.
Organized a successful effort by all savings and loans and banks
providing mortgages in the City of Portland, Oregon to ensure that
mortgages were available to all races and neighborhoods in the City
in 1977. I was the only non-industry member of the organization.
Provided in-house staff and technical assistance to Congressman Au
Coin on urban development financing programs during legislative mark-up
of the Housing and Community Development and UDAG legislation in
1976-77.
Chosen by HUD to be the local governmental official to explain the
philosophy behind the new UDAG program (a public-private gap financing
tool) at the three national seminars sponsored by HUD in 1977.
Provided in-house staff and technical assistance to Congressman
Vento on urban development financing programs in 1978-79.
Selected as one of 10 municipal Development Administrators in the
United States by the Federal Department of Housing and Urban
Development (HUD) to serve as a sounding board for new federal
development Initiatives, organizational issues, etc. in 1976-79.
Presented Congressional testimony to the Housing Committee of the
House of Representatives on rental housing, 1979.
Provided In-house staff and technical assistance to Congressman
-- Frenz®l on the subject of tax exempt finance for development
projects in 1979.
Designated as a negotiator from the City of St. Paul for an experimental
city-state-federal program to directly negotiate state and federal
Investment in cities, which was a Carter Administration prototype
attempt to replace categorical grant programs in 1979.
Chosen by the domestic initiatives staff on President Carter's White House
staff to provide advice relating to possible linkage mechanisms that might
be used between economic development projects and job training programs
for those projects in 1978-80.
Member of the Board of Directors of the National Community
Development Association, 1978-80.
Consultant to the Community and Economic Development Steering
Committee of the National League of Cities in Washington, 1980-81.
Guest Lecturer at the John F. Kennedy School of Government,
Harvard on the subject of public-private development
negotiations and finance in 1981.
Subject of three Harvard Case Studies on public-private real estate
development projects in 1984.
Selected by HUD to serve as a panel advisor on policies and directions
for the future role of the UDAG program in 1984.
Recruited by HUD Assistant Secretary Steve Bollinger to be Director of
UDAG program, under President Reagan, just prior to Mr. Bollinger's
death in 1984.
Elected as a member of the Board of Directors of the Minnesota Project
during 1985-1987.
Participated in the Urban Land Institute Panel making recommendations
for the future development of downtown San Diego in 1987.
Organized, chaired, and presented at the first National conference on the
use of Tax Increment Financing (TIF) for Economic Development and urban
revitalization in Washington D.C. in 1987.
Participated in a Technical Assistance visit under the sponsorship of the
National Council on Urban Economic Development (CUED) on the subject
of Special Improvement District (SI D) financing to encourage new
development in Jersey City in 1988.
Chaired, organized, or was a major presenter at more than 50 national,
state, and regional conferences on the subject of economic deVelopment,
development strategies, development finance, etc. under various public
interest group sponsorships, during the period of 1978-1989.
Selected as a member of the Housinq and Develooment Reoorter
Editorial Advisory Board, 1981-present.
Elected as a member of the Board of Directors of the Unity Church,
1989-1991
Served as one of 25 members of the Housing and Urban Affairs Working
Group; formed in March, 1992 by the Presidential campaign of Governor Bill
Clinton; to provide housing, urban policy, and infrastructure advice.
PUBLIC-PRIVATE VENTURES, INC.
SUCCESSFUL PACKAGING OF PUBLIC-PRIVATE DEVELOPMENT PROJECTS
Public Private Ventures, Inc. specializes in assisting municipalities, development
organizations, developers and corporations in the packaging of feasible job creation,
economic development, corporate relocation, and real estate projects. The range of
projects has included both new construction and rehabilitation in a wide variety of
commercial, industrial, mixed use, historic, residential, retail, and environmentally
sensitive developments.
Assistance is also provided in small business start up funding and establishment of
small business "incubator" facilities; and assisting local governments in formulating
and refining development strategies that are sensitive to the requirements of both the
municipal and development organizations, as well as corporations and the general
development community.
Services are provided to: prepare strategies which will lead to successful
developments; analyze complex financial structures for public-private development
projects and proposals; prepare innovative incentives for potential users or owners of
development projects; "work out" unsuccessful projects, etc.
The range of assistance also includes negotiation services of all types, such as:
representation of developers or governments in public-private negotiations; the
occasional conduct of joint negotiation services between developers and
municipalities; negotiation of municipal "equity participation" agreements; etc. PPV
also provides advice regarding potential market strategies; limited market evaluation;
and project feasibility reviews.
Financial assistance provided includes the innovative use of, and preparation of
financing pr .~is for such programs as: Tax Increment Funding (TIF), tax exempt
financing, CDBG and other federal funding, State programs and other forms of project
assistance; preparation of parking facility financing strategies; public-private land
lease arrangements; establishment of municipal revolving loan development funds; etc.
The owner and professional staff member of the firm is Gary E. Stout. Mr. Stout has
been a full-time consultant and owner of the firm for over 12 years. Dudng this time he
has provided development consulting services to the clients listed on the attached
sheet. This background has given him experience in, and an appreciation of, the
various methods of satisfying the diverse needs of both the private and the public
sectors, and an ability to open communication channels with both parties in a
productive manner.
Mr. Stout's understanding of the needs and parameters of the public sector come from
extensive public experience. Prior to late 1980 he did limited part-time consulting and
was employed as the Director of Planning and Economic Development for the City of
St. Paul, Minnesota. In this position he was responsible for reorganizing the staff of
over 230 persons located in several formerly independent organizations into one
Department of Planning and Economic Development. The Department contained
divisions of economic development, renewal, housing, planning, parking, historic
preservation, and community development. As Director of the Department, he
provided the staff and technical direction to the packaging of a majority of St. Paul's
economic development projects during the rebuilding that began during the late 1970's
in that City. Prior to that he was the ^dministrator of the Office of Planning and
Development in Portland, Oregon with responsibility for the Planning Bureau, the
Portland Development Commission, the Building Bureau and the CDBG program. In
this position he initiated a very aggressive and coordinated program of economic
development and planning in a number of residential, industrial, neighborhood
commercial, and historic areas as well as the Downtown. This position involved direct
negotiation with a variety of developers in several industrial, office, retail, hotel, and
residential projects. The downtown projects included construction of several office
buildings, a 22 block transit mall, removal of a freeway and creation of a riverside park,
the attraction of Nordstrom's as the first new downtown department store in 50 years,
etc~ Extensive work was also done to revitalize and rehabilitate Portland's
neighborhoods and housing stock.
Before moving to Portland, Oregon Mr. Stout was Deputy Director of the regional
planning and development organization for the Allentown-Bethlehem-Easton
metropolitan area in Pennsylvania. In this capacity he provided general administrative
direction to the staff and worked closely with local businesses, developers, the
industrial development commissions in the area, and the area homebuilders
association on a variety of new construction and renewal projects. Activities included
work on a regional utility system, a regional park system, a regional transportation
system, a regional solid waste system, etc. Previous work experience was in the city
planning field in York, Pa. and Iowa City, Iowa.
, ~ EDA
REQUF~T FOR ACTION
Originating Department Approved for Agenda Agenda Sectton
City Manager EDA
7-26-93
Kirk McDonald ~ Item5N°'
By: Management Assistant By:
MOTION APPROVING ARDEL ENGINEERING LICENSE AND INDEMNIFICATION
AGREEMENT
The City is in the process of demolishing the Electronic Industries Building at 7516 42nd
Avenue North. The original specifications called for the removal of all paved areas from the
site. Ardel Engineering, located just east of this site at 7500 42nd Avenue, has requested that
the City leave a 20-foot strip of asphalt along the front property line and the westerly curb-cut
so that their employees will not have to utilize the curb-cut directly adjacent to the bridge.
Ardel feels the entrance/exit adjacent to the bridge is dangerous and wishes to avert any potential
traffic accidents.
The City does not have a problem leaving an asphalt strip and the westerly curb-cut in place,
so long as Ardel agrees to maintain the strip (plow) and indemnify the City and hold the City
harmless. The enclosed agreement establishes those terms and allows the City to terminate the
agreement and remove the asphalt within 10 days written notice.
Staff recommends approval of a motion approving the Ardel Engineering License and
Indemnification Agreement.
TO: ~z~/'.y~_
Review: Admlnlstratlon: Finance:
RFA-O01 ~
CORRICK & SONDRALL
A PAFITNEF~H~p OF PROFESSIONAL GORPORATK)N$
W,LLa. J. ¢ORR~K Edinburgh Executive Office Plaza
ST~V~. A. SO.D.~LL. P.~ 8525 Edlnbrook Crossing
U~C.^EL R. ~FLEU. Suite //203
~, P. u~E¢,^ Brooklyn Park. Minnesota 55443
TELEPHONE (6~2) 425-5671
FAX (612) 425-5867
July 21, 1993
Mr. Kirk McDonald
Management Assistant
City of New Hope
4401Xy]on Avenue North
New Hope, MN 55428
RE: Arde] Engineering License and Indemnification Agreement
Our File No. 99.11115
Dear Kirk:
Please find enclosed a proposed License and Indemnification
Agreement ! recommend be executed by Arde] Engineering and the EDA.
The agreement is for the purpose of allowing Arde] to use 20 feet
of the Electronic Industries property now owned by the EDA for
ingress and egress purposes to the Arde~ site.
Contact me if you have any questions.
Very truly yours,
Stev~n A. Sondra]~
slw
Enclosure
cc: Daniel J. Donahue
Va]erie Leone
LICENSE AND INDEMNIFICATION AGREEMENT
1. Parties. The parties to this agreement are the Economic
Development Authority in and for the City of New Hope, a
Minnesota Municipal Corporation (hereafter "Licensor") and
Ardel Engineering, Inc., a Minnesota Corporation (hereafter
"Licensee").
2. Purpose. The purpose of this agreement is to provide for the
use by the Licensee of the south 20 feet of real property
owned in fee by the Licensor for ingress and egress to
Licensee's property adjacent to and west of Licensor's
property. Therefore, for $1.00 and other good and valuable
consideration, the Licensor grants to Licensee a license to
use the south 20 feet of the property legally described as
follows including the curb cut for ingress and egress pursuant
to all the terms and conditions of this license agreement:
The East 100 feet of the South 350 feet of Lot 5,
Auditors Subdivision #324, Hennepin County, Minnesota.
This description is subject to a 7.5' wide sanitary sewer
easement along the east property line, and'a 5' wide
storm sewer easement along the north 227.5' of the east
property line.
3. Maintenance. Licensee acknowledges and agrees it shall
maintain the property described in paragraph 2 including snow
clearance and removal. Licensor shall have no obligation to
maintain the property to serve Licensee's use for ingress and
egress.
4. Condition of Premises. Licensor does not warrant or represent
that the premises are safe, healthful, or suitable for the
purposes for which they are permitted to be used under the
terms of this license.
5. Written Agreement as Entire Understanding of Parties. The
making, execution and delivery of this agreement by Licensee
has been induced by no representations, statements,
warranties, or agreements other than those herein expressed.
This agreement embodies the entire understanding of the
parties and there are no further or other agreements or
understandings, written or oral, in effect between the
parties, relating to the subject matter hereof. This
instrument may be amended or modified only by an instrument of
equal formality signed by the respective parties.
6. Personal License. It is agreed between Licensor and Licensee
that this license is personal to Licensee and shall not inure
to the successors or assigns of Licensee.
7. Indemnification of Licensor. Licensee shall indemnify and
hold harmless Licensor for any and all liability for personal
injuries, property damage, or for loss of life or property
resulting from, or in any way connected with, the condition or
use of the premises covered by this license, or any means of
ingress thereto or egress therefrom, except liability for
personal injuries, property damages, or loss of life or
property caused solely by the negligence of Licensor.
Licensee further agrees to indemnify Licensor for its
reasonable costs and attorney's fees for Licensor's defense of
any claim or lawsuit brought against Licensor by virtue of
Licensee's use of Licensor's property under the agreement.
8. Duration of License. The premises may be used by Licensee
solely for the purpose of ingress and egress during the period
beginning , 199__and continuing until this
license is terminated by either party giving ten (10) days
written notice to the other.
9. Licensee Has No Interest or Estate. Licensee agrees he does
not and shall not claim at any time any interest or estate of
any kind or extent whatsoever in the premises, by virtue of
this license or his occupancy or use hereunder.
10. Consent Required for Assignment or Sublicense. No assignment
of this license or any interest therein and no sublicense for
any purpose shall be made or granted by Licensee without the
prior written consent of Licensor.
Dated: , 1993.
THE ECONOMIC DEVELOPMENT
AUTHORITY IN AND FOR THE
CITY OF NEW HOPE
By
Edw. J. Erickson,
Its President
By
Daniel d. Donahue,
Its Executive Director
2
ARDEL ENGINEERING, INC.
By
Frank Pichelman,
Its President
STATE OF MINNESOTA
COUNTY OF HENNEPIN
The foregoing was acknowledged before me this day of
, 199__, by Edw. J. Erickson and Daniel J.
Donahue, the President and Executive Director, respectively, of the
Economic Development Authority in and for the City of New Hope, a
Minnesota municipal corporation, on behalf of said municipal
corporation.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing was acknowledged before me this day of
, 1993, by Frank Pichelman, the President of
Ardel Engineering, Inc., a Minnesota corporation, on behalf of said
corporation.
Notary Public
c:\wp51\cnh\license.ard
July 12, 1993
Mr. Kirk McDonald
4401Xylon Ave. N.
New Hope, ~ 5428
Dear Mr. McDonald:
To reiterate the discussion that we had July 8 at the EI site next
door, it is imperative that you keep the westernly entrance/exit open
onto 42nd Avenue from our building and the EI building. I personally
know of 4 accidents that have occurred at the easternly entrance/exit
from our building onto 42nd Avenue.
The railroad pillars totally obscures all westerly traveling traf-
fic on 42nd Avenue. You cannot see any traffic coming unless you actually
move into the street. In addition, in the fall, winter, and spring the
railroad bank melts and the run off freezes on the steep decline of the
easterly entrance. My vehicle that tries to exit under these conditions
will automatically slide directly into the oncoming traffic which is
what has happened several times. In addition the incoming traffic gets
stuck trying to come up this glare ice entrance and they have to back
do~ into the traffic to reenter the westernly entrance.
If the city closes the westerly entrance, then all traffic will
be forced to use this impossible easterly entrance/exit which will
eventually result in numerous auto accidents with inevitable serious
bodily injuries.
I strongly request that the city leave a 20 foot strip of asphalt
and the westerly entrance/exit to avert any potential accidents. We
will plow this area in the winter.
Thank you.
S~nce
~ f V Frank Pichelman President
FP :bl
, 7500 42nd Ave. No. · Minneapolis, MN 55427 · Phone 612/533-5324
- '~nglneers & Architects ~oo~,~ c ~?c: ~ ~,~ ~ ~oo ~ ~o u ~,~,,
MEMO
TO: Attendees, Mark Hanson
FROM: Jerry Pertzsch
DATE: July 8, 1993
RE: 7516 - 42nd Avenue North Building Demolition
New Hope, MN
City Project No. 474
Our File No. 34161
A pre-construction meeting was held on July 8, 1993 at 10:00 am at the site for the project.
Those attending were:
Kirk McDonald - City of New Hope
Doug Sandstad - City of New Hope
Steve Sondrall - City Attorney
Steve Hosier - Veit and Company
Vaughn Veit - Veit and Company
Jeff Schwarz - Northern Environmental Technology (NET)
Jerry Pertzsch - BRA
The following items were discussed:
1. Veit is planning to start asbestos removal on July 26. Removal of light bulbs and
ballasts containing PCB's will be performed at the same time. NET will perform air
monitoring during the asbestos removal and PCB removal.
2. The first phase of building removal will take approximately one week. This includes
knocking down the building above grade. The underground tank will be removed
during the first phase of the work. This will make it easier for NET to get a soil
sample immediately below the tank.
2335 ~Vest Highway 36 * St. Paul, MN 55113 · 612-636-4600
7516 - 42nd~Ave. N. Building Demolition July 8, 1993
New Hope, MN
Page -2-
3. The environmental assessment performed by NET will take one to two weeks. This
includes preparation of the report. Verbal recommendations will be available in about
a week.
4. Assuming contaminated soil, the second phase of the work, slab and foundation
removal, will also take approximately one week.
5. City of New Hope will contact Electronic Industries regarding removal of remaining
items in the building.
6. Veit is responsible for all utility disconnections. Electrical service needs to be
reconnected to the equipment shed on the east side of the property. Service
requirements should be coordinated with Wendell Van Vliet from Electronic
Industries (phone: 490-1882). Sanitary sewer needs to be maintained in service to the
equipment shed. All stubouts need to be capped close to the service.
7. All costs related to contaminated soil need to be broken out. The City will recover
these costs from Electronic Industries and/or MPCA.
8. The existing equipment building can be remodelled instead of installing another
building. Remodelling would include adding some siding and a fourth wall to the
building. The building should be insulated.
9. Frank, the owner of Ardel Engineering and Manufacturing, stopped by the site. He
expressed his concerns regarding the impact of vibration on his operation and his
desire to have the bituminous pavement in the front of the building left in place. Veit
will work with Ardel to schedule the demolition work in the least disruptive time for
Ardel, probably on Fridays. Ardel will write a letter to the City of New Hope
regarding the desire to leave the bituminous in front of the building. This would
provide Ardel's visitors and employees an entrance onto 42nd Avenue with better
visibility than the entrance just west of the bridge pier.
The above represents the author's understanding of the items discussed and decisions
reached. Contact the author by July 15, 1993 with any additions or corrections.
QUEBEC x c) AVENUE
-
-0
'~-~ . / Figure 2 - Bituminous Remova~
EDA
'~,ik 4)~,1 REQUEST FOR ACTION
Originating Department Approved for Agenda Agenda Section
City Manager EDA
7-26-93
Kirk McDonald i9 Item No.
By: Management Assistant By:~/ 6
RESOLUTION APPOINTING CITY/~ANAGER AS NEW HOPE'S PUBLIC OFFICIAL
SECTOR REPRESENTATIVE ON THE BOARD OF THE CO-OP NORTHWEST
COMMUNITY REVITALIZATION CORPORATION
The New Hope Community Revitalization Corporation was originally established as a non-profit
entity for construction of the Winnetka West housing facility. Staff proposed that the non-profit
entity be expanded to include all 5 cities involved with CO-OP Northwest so that the
organization would have access to Federal housing funds through a competitive grant process
that would otherwise be unavailable to local units of government. On May 24th the EDA
approved a resolution establishing support for the CO-OP Northwest Community Revitalization
Corporation.
The By-Laws of the CO-OP Northwest Community Revitalization Corporation state that Board
membership shall consists of three (3) sectors: the public official sector, the low/moderate
income sector, and the private sector. One-third (1/3) of the Board, five (5) members are to be
elected public officials or their representatives. The City Councils of New Hope, Crystal,
Brooklyn Park, Brooklyn Center, and Robbinsdale are to each select one person to serve on the
Board.
The enclosed resolution appoints Daniel i. Donahue, City Manager, as New Hope's public
official sector representative on the Board of the CO-OP Northwest Community Revitalization
Corporation.
Staff recommends approval of the resolution.
MOTION BY ~-~- SECOND BY ~/~-/~ -~
TO: ~ ~Z~ ~ q,~-//
Review: Adminlstration: Finance:
RFA-O01 ~
EDA RESOLUTION NO. 93-
RESOLUTION APPOINTING CITY MANAGER AS NEW HOPE'S
PUBLIC OFFICIAL SECTOR REPRESENTATIVE ON THE BOARD OF THE
CO-OP NORTHWEST COMMUNITY REVITALIZATION CORPORATION
WHEREAS, the New Hope Community Revitalization Corporation was originally established as a
non-profit entity for construction of the Winnetka West housing facility; and
WHEREAS, staff proposed that the non-profit entity be expanded to include all 5 cities involved with
CO-OP Northwest so that the organization would have access to Federal housing funds
through a competitive grant process that would otherwise be unavailable to local units
of government; and
WHEREAS, on May 24th the EDA approved a resolution establishing support for the CO-OP
Northwest Community Revitalization Corporation;and
WHEREAS, the By-Laws of the CO-OP Northwest Community Revitalization Corporation state that
Board membership shall consists of three (3) sectors: the public official sector, the
low/moderate income sector, and the private sector; and
WHEREAS, one-third (1/3) of the Board, five (5) members shall be elected public officials or their
representatives; and
WHEREAS, the City Councils of New Hope, Crystal, Brooklyn Park, Brooklyn Center, and
Robbinsdale shall each select one person to serve on the Board; and
WHEREAS, it is the desire of the New Hope City Council/EDA that New Hope be represented on
the Board by Daniel J. Donahue, City Manager.
NOW, THEREFORE, BE IT RESOLVED, that the New Hope Economic Development Authority
hereby appoints Daniel J. Donahue, City Manager, as New Hope's public official sector
representative ion the Board of the CO-OP Northwest Community Revitalization
Corporation.
Adopted by the Economic Development Authority in and for the City of New Hope, Hennepin County,
Minnesota, this 26th day of July, 1993.
Mayor
Attest:
City Clerk
RESTATED BYLAWS
OF
CO-OP NORTHWEST COMMUNITY REVITALIZATION CORPORATION
ARTICLE I
BOARD MEMBERSHIP
Section 1.1. The determination of policy and the general
management and control of the affairs of the corporation shall be
vested in the Board of Directors which shall be composed of fifteen
(15) members. This number may be changed from time to time in
accordance with these Bylaws, but shall not be less than fifteen
(15) members nor more than fifty-one (51) members.
Section 1.2. The Board membership shall consist of three (3)
sectors: The public official sector, the low/moderate income
sector, and the private sector. The nature of these sectors and
the manner of their selection process are as follows:
Public Officials: One-third (1/3) of the Board, five (5)
members, shall be elected public officials or their
representatives.
The City Councils of New Hope, Crystal, Brooklyn Park,
Brooklyn Center and Robbinsdale (hereinafter referred to as
the "designating officials"), shall each select one person to
serve on the Board. In the event that there are not enough
elected public officials reasonably available and willing to
serve on the Board, designating officials may select
representatives to serve on the Board.
Representatives need not be public officials, but shall have
full authority to act for the public officials whom they
represent at meetings of the Board. If the public officials,
both elected and appointed, who are willing and able to serve
do not comprise one-third (1/3) of the Board, the remainder of
the seats allotted to public officials shall remain vacant.
The designating officials may fill these seats at any time as
soon as an official is willing to sit on the Board.
Representatives of the low/moderate income: One-third (1/3)
of the Board, five (5) members, shall be comprised of selected
representatives of low and moderate income persons as defined
by the United States Department of Housing and Urban
Development regulations. The representatives need not be of
low/moderate income themselves, but the selection process
shall ensure that they represent the low/moderate income
group.
Representatives of the Private Sector: One-third (1/3) of the
membership, five (5) members, shall consist of officials,
members, or representatives of business, private community
service groups, industry, labor, religious organizations,
private and public educational institutions, significant
minority groups, and other major private groups and interests
in the community. Each private sector organization selected
for representation in the corporation shall appoint one (1)
person to represent it as a member of the corporation. Each
such representative shall be empowered to speak and act on
behalf of the private sector organization he or she
represents.
The Executive Board of the Northwest Hennepin Human SerVices
Council (hereinafter "appointing authority") shall initially
and subsequently select and fill all vacancies for Board
membership from the low/moderate income and private sectors.
The selection process by the appointing authority shall be as
follows. The appointing authority shall solicit petitions for
membership from interested persons of low/moderate income or
representatives of said group and private organizations. Said
petitions shall be solicited by public notification of any
board vacancy. At least ten days before the last day for
submission of petitions published notice of the vacancy shall
be made in each legal newspaper of New Hope, Crystal, Brooklyn
Park, Brooklyn Center and Robbinsdale.
The notice shall state the name and address of the person to
whom the petition shall be submitted. The notice shall
further state that the petition shall include a statement
outlining the applicant's reasons and qualifications for
requesting board membership, and if a private organization the
nature of the organization, its reasons for desiring
representatives on the board, and directions that the petition
must be signed by said organizations's chief executive
officer. The appointing authoirty may also request in the
notice any other information in the petition it deems
necessary or desirable to the appointment process.
The appointing authority shall make its decision based on the
following criteria: the contents of the petition and a
consideration of a continued balance of representation to
assure broad appropriate representation from within the five
communities involved.
Section 1.3. The term of a director shall be five (5) years, with
the exception of public officials or their representatives, whose
terms shall be set by resolution of the designating officials. No
director, with the exception of public officials or their
representatives, shall serve more than two (2) full terms nor for
more than a total of ten {10) years on the Board of Directors.
Section 1.4. Vacancies on the Board by reason of death,
resignation or other causes shall be filled by the selection
process set out in these Bylaws.
A director selected to fill a vacancy shall serve the remainder of
the term of his or her predecessor in office.
Section 1.5. Public officials may be removed from the Board only
by the appropriate designating officials.
Low/moderate income or private sector members may be removed after
three (3) unexcused absences from regular or annual Board meetings
by a vote of the majority of the members present at any regular
Board meeting, provided all Board members are given five (5) days
notice of the intention to remove a member.
In addition, a low/moderate income or private sector member may be
removed from the Board if the member violates standards of
confidentiality, is convicted of a serious crime, fails to act in
the best interests of the corporation, or otherwise engages in
conduct not becoming a Board member of this corporation. Removal
is effected by a majority vote of the members of the Board at any
regularly or specially scheduled meeting, provided a fair and
impartial hearing is offered to the members and also provided all
Board members are given five {5) days notice of the intent to
remove a member.
Section 1.6. No employee of the corporation may serve on the Board
and no other federal or state employee may serve on the Board in a
capacity which will require him/her to act as an agent of or as
attorney for the corporation in its dealing with any federal or
state agency.
Section 1.7. The general management of affairs of the corporation
shall be vested in the Board of Directors. In addition to these
general powers, the Board shall have the following specific powers:
a. To appoint the Executive Director;
b. To determine major personnel, organization, fiscal and
program policies;
c. To determine overall program plans and priorities,
including provisions for evaluating progress against
performance goals;
d. To make final approval of all program proposals and
budgets;
e. To enforce compliance with all conditions of grants;
f. To oversee the extent and the qua]ity of the
participation of low/moderate income persons in the
programs;
g. To determine ru]es and procedures for the Board;
h. To select the officers and the executive committees, if
any, of the Board.
Except for the purposes of inquiry, authorized by the Board, no
director shall issue a direct order or instruction to a staff
member of the corporation.
Section 1.8. Directors shall not receive any stated salaries for
their services, but by resolution of the Board of Directors, a
reimbursement for expenses of attendance, if any, may be allowed
for any meeting of the Board of Directors, corporation or any
committee.
ARTICLE II
MEETINGS
Section 2.1. A quorum for the transaction of any business shall be
at least fifty percent (50~) of the non-vacant seats on the Board.
Section 2.2. Regular annual meetings of the Board of Directors
shall be held at the time and place designated by resolution of the
Board of Directors. Notice of the annual meeting shall be given to
the directors by the secretary by mail not more than twenty (20)
days nor less than ten (10) days prior to the date of the annual
meeting.
In addition to the annual meeting, the Board of Directors shall
hold a minimum of two regular meetings per year. The schedule for
regular meetings shall be set by resolution of the Board of
Directors and a copy of said resolution shall be mailed each
director. No further notice of regular meetings need be given to
the Board of Directors.
4
Published notice of the annual meeting and all regular meetings
shall be made by publication in the legal newspapers of the 5
cities one time not more than 30 and no less than 10 days prior to
the meeting. Said notice shall indicate that an open forum will be
held by the Board of Directors at which time any low/moderate
program beneficiaries may advise the Board regarding the design,
siting, development and management of affordable housing. The
notice shall also indicate the time, place and date of the meeting.
Section 2.3. Special meetings of the Board of Directors may be
called by the chairperson and must be called by him/her upon the
demand of any five (5) members of the Board. Notice of a special
meeting shall be given by the secretary to all Board members and
shall include the time and place of such meeting. Notice shall be
given not less than five {5) days prior to the date of the meeting.
Published notice shall not be required for special meetings.
Section 2.4. A meeting of the Board of Directors or of any
committee of the Board of Directors may be held through the means
of electronic communications. A conference among directors by
means of communication through which the directors may
simultaneously hear each other during the conference is a Board or
a committee meeting, as the case may be, if the same notice is
given of the conference as would be required for a meeting and if
the number of directors participating in the conference is a
quorum.
Section 2.5. Any required notice of the time and place of any
special meeting of the Board of Directors or of any committee of
the Board of Directors may be given by mail or by telephone.
Section 2.6. If any meeting of the Board be adjourned, continued
or recessed to another time or place, notice need not be given to
the Board members; however, if it is reasonably convenient to do
so, notice should be given anyway.
Section 2.7. An agenda, defined as a list of things to be done or
dealt with at a meeting, should accompany all notices of Board
meetings and should be sent to all members of the Board at their
last known address. In cases of special meetings where notice has
been given by telephone as permitted by these Bylaws, an agenda
should still be mailed, even though said mailing would not occur
within the applicable required notice period.
Section 2.8. Each Board member, including the chairperson, shall
be entitled to one vote.
Section 2.9. There shall be no proxy voting authorized.
Section 2.10. Parliamentary procedures as set forth in RoDert's
Rules of Order shall be followed at all meetings. The following
order of business sba11 be observed so far as practical:
1. Calling the ro11;
2. Reading, correcting and approving of minutes of previous
meeting;
3. Unfinished business;
4. New business;
5. Other items as determined by the chair.
ARTICLE III
COMMITTEES
Section 3.1. The Board shall appoint an executive committee
composed of members of the Board which shall be authorized to
transact all routine and ordinary business with the exception of
the establishment of major policy changes.
Section 3.2. The executive committee shall be composed of three
(3) Board members selected by the Board at the annual meeting.
Selection will be by sector caucus with one member selected by each
sector.
Section 3.3. The executive committee shall report on the action it
takes between meetings at the next meeting of the full Board.
Section 3.4. A quorum for transaction of business by any Board
committee shall be at least fifty percent (50%) of the non-vacant
seats of the committee.
Section 3.5. The chairpersons and members of the following
standing committees shall be appointed by the Board chairperson for
a one (1) year term. The composition of these committees shall
fairly reflect the composition of the full Board.
a. Planning and Evaluation Committee: This committee shall
recommend and report to the Board on the agency planning
process, the identification of problems, and the
selection and planning of programs. The committee shall
submit annual plans to the Board for agency self-
evaluation. The committee arranges for or conducts such
evaluation and submits findings and recommendations to
the Board.
6
b. Personnel Committee: This committee shall review and
recommend policies pertaining to personnel matters.
These areas shall include recruitment and screening of
applicants for the executive director position,
evaluation of the executive director, welfare of staff,
and affirmative action.
ARTICLE IV
OFFICERS
Section 4.1. The officers of the corporation shall consist of a
chairperson, a secretary, and a treasurer. Such officers shall be
appointed by the Board from among the members of the executive
committee.
Section 4.2. The chairperson shall preside at all meetings of the
Board at which he or she is present. He or she shall sign all
official documents of the corporation as authorized by the Board,
shall make reports to the Board and shall perform such other duties
as are incident to his or her office and are properly expected of
him or her by the Board. The chair shall serve as the chair of the
executive committee, The chairperson may co-sign checks in lieu of
or in the absence of the treasurer.
Section 4.3. It shall be the duty of the secretary or his/her duly
appointed agent to give notice of and attend all meetings of the
corporation and of the Board of Directors and of all committees and
to keep written minutes of their meetings which include a record of
votes of all members before the next meeting; to provide a copy of
the minutes of any meeting to the public upon request; to make
available to the public upon request translations of the minutes to
the low/moderate income population that does not speak English; to
conduct all correspondence and to carry into execution all orders,
votes and resolutions not otherwise committed; to keep a list of
the members of the corporation; to notify the officers and members
of the corporation of their election; to notify members of their
appointment on committees; to furnish the chairperson of each
committee with a copy of the vote under which the committee is
appointed, and at his or her request give notice of the meetings of
the committee; to prepare, under the direction of the Board of
Directors, an annual report of the transactions and condition of
the corporation, and generally to devote his or her best efforts to
forwarding the business and advancing the interests of the
corporation. In case of absence or disability of the treasurer,
the secretary shall perform the duties of the treasurer.
Section 4.4. The treasurer or his/her representative of the
corporation shall keep an account of all monies received and
expended for the use of the corporation. He or she shall deposit
all sums received in a bank, or banks, or trust company approved by
the Board of Directors and make a report at the annual meeting or
if called upon by the chairperson. In case of the death or absence
of the chairperson or of his or her inability from any cause to
act, the treasurer shall perform the duties of the chairperson.
Section 4.§. Officers of the corporation shall be elected from the
members from the executive committee at the annual meeting and
shall serve both the corporation and the executive committee in the
same capacity.
Section 4.6. Each officer so elected shall be elected for a term
of one (1) year commencing at the next meeting and continuing until
his successor is elected and qualified, No person may hold two (2)
offices at the same time.
Section 4.7. Any officer elected or appointed by the Board of
Directors may be removed by a majority vote of the Board of
Directors whenever in its judgment the best interests of the
corporation would be served thereby.
Section 4.8. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled
by the Board of Directors for the remaining portion of the term.
Section 4.9. If the Board of Directors has appointed an executive
director to operate the day-to-day affairs of the corporation, it
may, by resolution of the Board at its annual meeting, specify the
general powers delegated to said executive director, to include the
power to execute, on behalf of the corporation, routine documents
and contracts which pertain to the ordinary course of business of
the corporation. The power to make official policies in behalf of
the corporation shall be reserved to the Board of Directors.
A~TZCLE V
REPRESENTATION BY PETITION
Section 5.1. Community agencies and representative groups of the
low income which feel themselves inadequately represented on the
Board may petition the Board for adequate representation. Such
petitions shall be presented to the Board signed by at least fifty
(50) persons who belong to the petitioning group. The petition
shall state the nature of the group and the reasons by which it
feels it is inadequately represented on the Board.
Section 5.2. Such petitions shall be considered at the first
regular meeting of the Board following receipt of the petition.
The Board shall then schedule a special meeting of the Board to
determine the validity of the petition. This special meeting of
the Board shal] be held within forty-five (45) days of the first
consideration of the petition by the Board at a regular Board
meeting. Ten (10) days notice of the special meeting of the Board
shall be given to the representatives of the petitioners as
designated in the petition. The representatives of the petitioners
shal] be heard in support of the petition, and the Board shall then
approve or disapprove the petition.
Section 5.3. If a petitioner gains a seat on the Board, there
shall be selected additional directors, utilizing the appropriate
selection method set out in these Bylaws to maintain the proper
balance by sectors as required by these Bylaws.
Section 5.4. All proper authorities will be notified of receipt
and disposition of such petition.
ARTICLE VI
INDEMNIFICATION
Section 6.1. It shall be the policy of this corporation to provide
indemnification and reimbursement to directors, officers, and
employees who are made or are threatened to be made a party to a
legal proceeding by reason of said person's service to the
corporation. In that regard, the provisions of Minnesota Statutes,
Section 317A.521, shall apply and shall provide indemnification/
reimbursement to the full extent provided thereby.
ARTICLE VII
DIRECTORS - STANDARD OF CONDUCT
Section 7.1. Standard; Liability. A director shall discharge the
duties of the position of director in good faith, in a manner the
director reasonably believes to be in the best interests of the
corporation, and with the care an ordinary prudent person in a like
position would exercise under similar circumstances· A person who
so performs those duties is not liable by reason of being or having
been a director of the corporation.
Section 7.2. Reliance.
(a) A director is entitled to rely on information, opinions,
reports, or statements, including financial statements and
other financial data, in each case prepared or presented by:
1. One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and
competent in the matters presented;
2. Counsel, public accountants, or other persons as to
matters that the director reasonably believes are within
the person's professional or expert competence; or
3. A committee of the Board upon which the director does not
serve, duly established by the Board, as to matters
within its desi9nated authority, if the director
reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has actual
knowledge concerning the matter in question that makes the
reliance otherwise permitted by paragraph (a) unwarranted.
Section 7.3. Presumption of Assent; Dissent. A director who is
present at a meeting of the Board when an action is approved by the
Board is presumed to have assented to the action approved, unless
the director:
a. Objects at the beginning of the meetin9 to the
transaction of business because the meeting is not
lawfu]ly cal]ed or convened and does not participate in
the meeting, in which case the director is not considered
to be present at the meeting for purposes of this
chapter;
b. Votes against the action at the meeting; or
c. Is prohibited by Section 8.1 of these Bylaws from voting
on the action.
Section 7.4. Not Considered "Trustee". A member of the Board,
regardless of how identified, is not considered to be a "trustee"
in the sense of a "fiduciary" with respect to the corporation or
with respect to property held or administered by the corporation,
i nc1 udi n9, without 1 imit, property that may be subject to
restrictions imposed by the donor or transferor of the property.
ARTICLE VIII
DIRECTORS - CONFLICTS OF INTEREST
Section 8.1. Any director who, in the discharge of his/her
official duties, would be required to take an action or make a
decision which would substantially affect his/her financial
10
interest or those of a business with which he/she is associated,
unless the effect on him/her is no greater than on other members of
his/her business classifications, profession, or occupation, shall
take the following actions:
a. He/she shall prepare a written statement describing the
matter requiring action or decision and the nature of
his/her potential conflict of interest;
b. He/she shall deliver, or cause to be delivered, copies of
the statement to the other members of the Board of
Directors;
c. The Board member shall remove himself/herself from
influence over the action or decision question.
After the above disclosure procedure has been followed, the
contract or transaction in question shall be validly authorized,
approved, or ratified, if the Board of Directors approves same in
good faith by a majority of the Board of Directors, but the
interested director may not be counted in determining the presence
of a quorum and may not vote.
ARTICLE IX
MISCELLANEOUS
Section 9.1. Waiver of Notice. A Board member or committee member
may make a written waiver of notice before, at, or after a meeting.
The waiver shall be filed with the person who has been designated
to act as secretary of the meeting, who shall enter it upon the
records of the meeting. Appearance at a meeting is deemed a waiver
of notice unless it is solely for the purpose of asserting the
illegality of the meeting,
Section 9.2. Amendments. These Bylaws may be amended by a
majority vote of the Board of Directors at any meeting thereof, if
notice of the proposed amendment has been given in accordance with
procedures required by Minnesota Statutes, Chapter 317A.
Section 9.3. Revocation of Prior Bylaws. These Restated Bylaws
shall, upon adoption thereof by a majority vote of the Board of
Directors at duly held and constituted meeting of said directors,
supersede and take the place of the heretobefore existing Bylaws of
the corporation and amendments thereto.
11
SECRETARY'S CERTIFICATE
I certify that the Restated Bylaws hereinabove set forth were
duly adopted at a meeting of the members of the corporation called
for this purpose on the i'~ day of /~0,~_ , 1993.
Secretary
c:\wp51\cnh\cnc, by
12