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Minutes 4/25/2006 PORT AUTHORITY OF THE CITY OF SAINT PAUL I�FCF�V FD MINUTES OF THE ANNUAL BOARD MEETING MAY 3 0 2006 APRIL 25, 2006 c�r FRk The annual meeting of the Port Authority Board was held on April 25, 2006 at 2:00 p.m. in the Board Room of the Port Authority of the City of Saint Paul, 1900 Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota. The following Commissioners were present: - Mike Goldner - Joan Grzywinski - Kathy Lantry - Dick Anfang - John Regal - Dan Bostrom Also present were the following: - Ken Johnson - Laurie Hansen - Laurie Siever - Lorrie Louder - Pat Dean - Terry Garvey, General Counsel - Bruce Kessel - Bruce Gehrke - Monte Hilleman - Tom Collins - Robyn Dixon - Pete Klein - Sherry Meyer, McGladrey & Pullen - Corey Topp, McGladrey & Pullen - Tom Dimond - Jackie Crosby, Star Tribune - Robyn Hansen, Leonard Street & Deinard - Gary Warren, Metropolitan Airports Commission (MAC) APPROVAL OF MINUTES Commissioner Lantry made a motion to approve the minutes from the March 28, 2006 regular Board meeting. The motion was seconded by Commissioner Grzywinski and carried unanimously. A copy of the March minutes is on file at the office of the Saint Paul Port Authority. CONFLICT OF INTEREST Commissioner Grzywinski indicated that she and Terry Garvey, general counsel, had discussed whether she had a conflict of interest as Chair of the HealthEast Board, and Mr. Garvey stated that she did not have a legal conflict of interest. However, to avoid the appearance of any impropriety, she will abstain from voting on Resolution No. 4168. None of the other Commissioners had a conflict of interest with the items on the agenda. Chair Goldner stated the Board would review the Credit Committee matters before Administrative Committee to accommodate guests who wish to address the Board. He indicated the testimony would be limited to five minutes per person. 36414.v1 -1- NEW BUSINESS CREDIT COMMITTEE RESOLUTION NO. 4166 HOLMAN DIKING PROJECT— METROPOLITAN AIRPORTS COMMISSION REQUEST TO THE PORT AUTHORITY FOR EASEMENT AMENDMENT Commissioner Grzywinski made a motion stating that Resolution No. 4166 had been reviewed by the Credit Committee and recommended for approval by the Board. President Johnson indicated this recommendation is made for the sole purpose of forwarding the MAC's proposal to the policy bodies having jurisdiction: the Saint Paul Planning Commission and the Saint Paul City Council. Chair Goldner asked Mr. Garvey if the action the Board is being asked to take is in the nature of a quit claim or is there some type of warranty attached to what we are granting. Mr. Garvey indicated we are granting an easement. There is no warranty attached. Tom Dimond stated his concerns and opposition to the Board taking action on MAC's request of the Port Authority to deed over control of 15,159 acres of prime riverfront property until the Mayor and City Council have an opportunity to review and comment on that request. He further stated that if the Board decides to approve the easement amendment, there should be a time limit on that easement. A copy of the information provided by Mr. Dimond is on file at the Port Authority offices. Gary Warren addressed the Board giving the history of the Metropolitan Airport Commissions' use of land at Holman Field, the restricted use of the land, and the moorings that the Port Authority manages. He also expressed the MAC's need to be able to go forward and do this on a permanent basis. Therefore, they request approval of a permanent easement by the Port Authority Board of Commissioners. They will continue to work with the City of Saint Paul to work out unresolved issues. Chair Goldner asked who would pay the costs of moving the moorings. Mr. Warren stated that the Metropolitan Airports Commission would incur the costs. Chair Goldner wanted to make sure the Port Authority was not doing more than what MAC needs. President Johnson stated that if there is no longer an airport, the other land—not the land in question here—would revert back to the City. It would seem to be prudent to make sure that the Port Authority's easement contains that same protection. If the airport does not exist in the future, this land would then similarly revert to the Port Authority and it would be the Port's intention—based on today's discussion—to make it so. Commissioner Lantry stated she wears a different hat when she is at the Port Authority and will be in support of the easement, even though it is clear to everyone involved that she has 36414.v1 -2- not been in support of the project itself. The Board has had this discussion on previous projects involving the City of Saint Paul and the Port Authority: "How do you have the role at the Port Authority versus the council members' role at the City?" She will vote in favor of the easement because she does not see any reason not to from the Port Authority prospective. The Port Authority is a very small player and the policy decision will be made somewhere else. Commissioner Lantry addressed her concerns with the easement. She agrees with Mr. Dimond's point regarding compensatory excavation regarding the removal of 155,000 cubic yards of river bank. She also wants to make sure the Port Authority is not giving away more than we need to and that must be clearly stated. She understands why they want to have a permanent easement because they are making a permanent alteration. Therefore, she would like the documents to state that this easement is for compensatory excavation only and that if the airport were to go away, the land would revert back to the Port Authority to do with as they see fit. President Johnson stated the Port would commit—with the approval of the Commissioners—to make those two points a part of the document and transaction. Chair Goldner stated the mission of the Port Authority is economic development in its broadest sense: jobs, training, etc. The Port is really not a political organization and tries not to allow political agendas to play a role at their meetings. The policy question will need to be decided among the elected officials in the community. As a matter of economic development, this appears to be the right thing to do for the City. The motion carried unanimously. A copy of Resolution No. 4166 is on file at the office of the Saint Paul Port Authority. RESOLUTION NO. 4167 AUTHORIZATION FOR THE APPLICATION TO THE INTERNAL REVENUE SERVICE (IRS) FOR UP TO $100,000,000 OF CLEAN RENEWABLE ENERGY BONDS (CREBS) TO PARTIALLY FINANCE A NEW POWER PLANT TO BE BUILT AT THE ROCK TENN SITE AND OWNED BY THE SAINT PAUL PORT AUTHORITY Commissioner Grzywinski made a motion stating that Resolution No. 4167 had been reviewed by the Credit Committee and recommended for approval by the Board. The motion was carried unanimously. A copy of Resolution No. 4167 is on file at the office of the Saint Paul Port Authority. RESOLUTION NO. 4168 REGIONS HOSPITAL / HEALTHPARTNERS PUBLIC HEARING PRELIMINARY AUTHORIZATION FOR THE ISSUANCE OF CONDUIT LEASE REVENUE BONDS AND THE EXECUTION OF RELATED DOCUMENTS, INCLUDING GROUND LEASES, LEASE & PURCHASE OPTION AGREEMENTS, AND THE SALE OF PROPERTIES TO REGIONS Commissioner Grzywinski made a motion stating that Resolution No. 4168 had been reviewed by the Credit Committee and recommended for approval by the Board. Chair Goldner stated that in accordance with Minnesota law, a public hearing must be held to hear any comments from the public regarding Resolution No. 4168. No one requested 36414.v1 -3- to address the Board; therefore, Chair Goldner declared the public hearing closed and proceeded with the role call vote with the Commissioners voting as follows: Commissioner Lantry - aye Commissioner Anfang - aye Commissioner Bostrom - aye Commissioner Regal - aye Commissioner Grzywinski - abstained Chair Goldner - aye The motion carried by a 5-0 vote. A copy of Resolution No. 4168 is on file at the office of the Saint Paul Port Authority. RESOLUTION NO. 4169 GREAT NORTHERN BUSINESS CENTER NORTH (GNBCN) AUTHORIZATION FOR THE ISSUANCE OF TAX INCREMENT TAX-EXEMPT BONDS IN THE APPROXIMATE AMOUNT OF $4,565,000 Commissioner Grzywinski made a motion stating that Resolution No. 4169 had been reviewed by the Credit Committee and recommended for approval by the Board. The motion was carried unanimously. A copy of Resolution No. 4169 is on file at the office of the Saint Paul Port Authority. RESOLUTION NO. 4170 APPLICATION OF MINNESOTA'S DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT AND THE METROPOLITAN COUNCIL FOR CONTAMINATION CLEANUP GRANT FUNDS — GRIFFIN WHEELWORKS SITE Commissioner Grzywinski made a motion stating that Resolution No. 4170 had been reviewed by the Credit Committee and recommended for approval by the Board. The motion was carried unanimously. A copy of Resolution No. 4170 is on file at the office of the Saint Paul Port Authority. ADMINISTRATIVE COMMITTEE 2005 AUDITS OF THE PORT AUTHORITY, 876 FUND, AND COMPLIANCE REPORT FOR FEDERAL GRANTS Commissioner Anfang stated the 2005 Audits of the Port Authority, 876 Fund and Compliance Report for Federal Grants were reviewed by the Administrative Committee with the recommendation for acceptance by the full Board. The acceptance of the Compliance Report for Federal Grants, and the Port Authority and 876 Fund Audits was unanimous. Copies are on file at the office of the Saint Paul Port Authority. RESOLUTION NO. 4163 2005 — 876 FUND ANNUAL REPORT Commissioner Anfang stated Resolution No. 4163 was reviewed by the Administrative Committee with the recommendation for approval by the full Board. The motion carried unanimously. A copy of Resolution No. 4163 is on file at the office of the Saint Paul Port Authority. 36414.v1 -4- RESOLUTION NO. 4164 AUTHORIZATION FOR CONTINUATION OF CAPITAL CITY PROPERTIES CORPORATION Commissioner Anfang stated Resolution No. 4164 was reviewed by the Administrative Committee with the recommendation for approval by the full Board. The motion carried unanimously. A copy of Resolution No. 4164 is on file at the office of the Saint Paul Port Authority. RESOLUTION NO. 4165 AUTHORIZATION FOR CREDIT CARDS Commissioner Anfang stated Resolution No. 4165 was reviewed by the Administrative Committee with the recommendation for approval by the full Board. The motion carried unanimously. A copy of Resolution No. 4165 is on file at the office of the Saint Paul Port Authority. OTHER MATTERS Chair Goldner informed the full Board of Mr. Dean's concerns regarding the proceeds from the sale of the Radisson hotels and ramp, and outlined the steps going forward to review these concerns. Commissioner Anfang stated these concerns were discussed at the Administrative Committee and appreciated that Mr. Dean brought his questions to the Board for clarification. Chair Goldner stated that the election of officers takes place at the Board's annual meeting in April; however, several Commissioners approached Chair Goldner and indicated their preference to hold the election of officers in August with the new Board members in attendance. The Commissioners agreed unanimously to delay the election of officers until the regular Board meeting on August 22, 2006. There being no further business, the meeting stood adjourned at 2:43 p.m. Michael Gol n r, Chair 36414.v1 -5-