Feb. 23, Meeting of the Board of Directors

Transcription

1 Feb. 23, 2017 Meeting of the Board of Directors

2 Agenda Agenda One Maritime Plaza, 2nd Floor, Classrooms A & B Thursday, at 8 a.m. Page No. I. Call to Order II. Roll Call III. Approval of Previous Meeting Minutes: December 15, IV. Public Comment Period V. Report and Communications from the Chair: James M. Tuschman A. Resolution in Honor of George Tucker 10 B. Resolution in Honor of G. Opie Rollison VI. Report of the President & CEO: Paul L. Toth, Jr. A. Presentation by Holly J. Kemler, Communications Manager, regarding Marketing and Community Outreach Initiatives B. Report Regarding Acquisition of Goods, Equipment, Materiel & Services for the Quarter Ending December 31, VII. Recommendations and Reports from Standing Committees and Divisions A. Finance Committee: John Szuch, chair 1. Consider Expenditures through January 31, Consider Port Authority Loan Commitment to Lucas County Builds Community Development Fund 3. Consider Appropriation of Customer Facility Charge Funds for Consolidated Rental Car Facility Capital Improvements Projects 4. Consider Inducement of Tax Exempt Bonds to Finance the Development of a Commercial, Educational, and Recreational Complex anchored by the Pro Football Hall of Fame Benefitting a Site to be Developed by HOF Village, LLC ($4,000,000) Financing Programs Dashboard BetterBuildings Northwest Ohio Progress Report Northwest Ohio Bond Fund Trustee Report 37 2

3 Agenda B. Planning & Operations Committee: Dr. Lloyd Jacobs, chair 1. Consider Ohio Development Services Agency and JobsOhio Roadwork Development (629) Grant for Construction of Wrangler Drive 2. Consider Work Order with RS&H Ohio, Inc. for Rehabilitation of Taxiway D Design at Toledo Express Airport 3. Consider Work Order with RS&H Ohio, Inc. for Rehabilitation of Taxiway D Lighting and Signage Design at Toledo Express Airport Toledo Express Airport Statistics 46 C. Government, Community & Human Relations Committee: Andrea Price, chair 1. Consider Community Economic Development Initiative Grant for Sylvania Area Family Services Project a. Exhibit A Consider Amendment to Rules and Regulations to Permit Remote Attendance of Board Members Diversified Contractors Accelerator Program (DCAP) Update 59 VIII. Other Business IX. Adjournment 3

4 Agenda Item III ROLL CALL Meeting Minutes of the Board of Directors December 15, 2016 The Pledge of Allegiance was recited. The eleventh meeting in 2016 of the Toledo-Lucas County Port Authority Board of Directors was called to order at 8:00 a.m. on Thursday, December 15, 2016, at One Maritime Plaza, 2 nd Floor, Classrooms A and B, Toledo, Ohio. The following members were present: Chairman James M. Tuschman, Vice Chairman John S. Szuch, Directors Dr. Imran Andrabi, William J. Carroll, Bernard H. Culp, David Fleetwood, Dr. Lloyd A. Jacobs, Andrea R. Price, G. Opie Rollison, Nadeem Salem, Sharon Speyer, George Tucker and Baldemar Velasquez. APPROVE MINUTES OF MEETING November 17, 2016 The minutes of the November 17, 2016 meeting were presented for approval, copies having been distributed in advance to all directors. Upon motion by Director Tuschman, seconded by Director Salem, and unanimously carried, the minutes were approved. PUBLIC COMMENT PERIOD Chairman Tuschman requested comments from the public. Hearing none, he proceeded with the order of business. REPORT AND COMMUNICATIONS FROM THE CHAIR: JAMES M. TUSCHMAN Director Tuschman reported that head shots of the Board for the Website will be taken in the Lobby after the meeting. Director Tuschman introduced two new Board members; Director Imran Andrabi and David Fleetwood. Director Tuschman reported that Director George Tucker has resigned from the Board due to prior commitments. Director Tucker will be recognized at the January Board Meeting. Director Tuschman reported that last January he presented a list of things to focus on for the year. He would like to concentrate on the following projects during 2017: Improve Workforce Development with the County. The Mission Statement was completed in The Port s Public Profile Plan will roll out in Succession Planning will be implemented. Streamline Board / Committee meetings. Assign outside people to Committees. A Strategic Planning Session will be scheduled in Strengthen Economic Development. Andrea Price will produce a Legislative Summit. Continue to meet with the Mayor, President and Vice Chairman to provide quarterly updates. Meet with the Downtown Development Corporation. Meet with Transportation and Logistics. Continue with Downtown Hotel projects. Build the Toledo Fund. An Annual Report to the Community will be developed in Continue to meet with Midwest Terminals and Jeep Parkway. Improve Parking Operations. Continue with the 4

5 Agenda Item III Beneficial Use Project. Continue with the Outreach Program with Partners. Schedule speakers for future Board Meetings. Evaluate Airport operations. Identify land for development. Collaborate Data Management with UT. Provide information on the history of the Port Authority. REPORT OF BOARD OFFICER NOMINATING COMMITTEE Chairman Tuschman reported that the Nominating Committee consisting of William Carroll, chair, and members Nadeem Salem and John Szuch, places in nominations the following slate of officers for consideration by the Toledo-Lucas County Port Authority Board of Directors to serve as officers of this Board for a one-year term commencing January 1, 2017: Chair: Vice Chair: Secretary & Fiscal Officer: Assistant Secretary & Fiscal Officers: Assistant Secretary & Fiscal Officer For Bond Programs, Ohio Development Services Agency Regional 166 Direct Loan Program, U.S. Small Business Administration 504 Loan Program, and Grant purposes only: James M. Tuschman William J. Carroll Paul L. Toth, Jr. Dawn M. Wenk Thomas J. Winston Lorraine Cantrell After discussion, on motion by Director Tuschman, seconded by Director Jacobs, and unanimously carried; RESOLUTION NO Authorizing Appointment of Board Officers was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority. REPORT BY THE PRESIDENT & CEO PAUL L. TOTH, JR. Mr. Toth reported that the gift baskets to the Board are a token of appreciation from the staff. Mr. Toth thanked Directors Tuschman and Szuch for their support this past year. Mr. Toth reported that it has been a good year financially. Projects successfully undertaken were Microlending; the investment in Overland, which created jobs; Greyhound moved into the Train Station; and the Energy program is growing. Mr. Toth reported that the Port met with First Energy regarding LED lighting for the Historic South project. Directors Culp and Velasquez met with the Mayor and the City is interested. The Port will present the City with a Term sheet. RECOMMENDATIONS AND REPORTS FROM STANDING COMMITTEES AND DIVISIONS FINANCE COMMITTEE 5

6 Agenda Item III CONSIDER EXPENDITURES THROUGH NOVEMER 30, 2016 Director Szuch reported that the Operating Budget through November 2016 shows $928,700 excess operating revenues over operating expense. This is ahead of budget by $885,700. The Finance Committee recommended approval of the Expenditures through November After discussion, on motion by Director Szuch, seconded by Director Carroll, and unanimously carried, the Expenditures through November 2016 were approved as submitted. CONSIDER OPERATING BUDGET FOR 2017 AND MAKING ANNUAL APPROPRIATIONS FOR CURRENT EXPENSES The Finance Committee recommended adoption of the following two resolutions by separate motions. After discussion, on motion by Director Szuch, seconded by Director Fleetwood, and unanimously carried; RESOLUTION NO Authorizing Operating Budget for 2017 was adopted. The resolution in its full text is incorporated into the Resolutions Journal of the Port Authority. After discussion, on motion by Director Szuch, seconded by Director Culp, and unanimously carried; RESOLUTION NO Authorizing Annual Appropriations for Current Expenses was adopted. The resolution in its full text is incorporated into the Resolutions Journal of the Port Authority. CONSIDER FINANCING SUPPORT FOR NORTHWEST OHIO ADVANCED ENERGY IMPROVEMENT DISTRICT Director Szuch reported that in 2010, the Port Authority developed and implemented the BetterBuildings Northwest Ohio ( BBNWO ) program with the United States Department of Energy (DOE) grant funds. The grant funds have been expended and project funding being initiated and administered through the Northwest Ohio Advanced Energy Improvement District. The Finance Committee recommended adoption of a resolution authorizing an appropriation of $2,500,000 from the Port Authority reserves to support financing through the Northwest Ohio Advanced Energy Improvement District ( NOAEID ) and authorizing the President to enter into loan documents with the NOAEID, the terms of which shall be 6

7 Agenda Item III determined by the President. After discussion, on motion by Director Szuch, seconded by Director Salem, one opposed vote by Director Rollison, and carried; RESOLUTION NO Authorizing Financing Support for Northwest Ohio Advanced Energy Improvement District was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority. FINANCING PROGRAMS DASHBOARD Director Szuch presented the Financing Programs Dashboard. BETTERBUILDINGS NORTHWEST OHIO PROGRESS REPORT Director Szuch reported on the BetterBuildings Northwest Ohio program. NORTHWEST OHIO BOND FUND TRUSTEE REPORT Director Szuch presented the Northwest Ohio Bond Fund Trustee report. TRANSPORTATION & OPERATIONS COMMITTEE REPORT FROM BRIAN J. PERZ, DIRECTOR OF FACILITIES AND DEVELOPMENT SERVICES, REGARDING EXPRESS INDUSTRIAL PARK CONSIDER 2017 LEASING POLICY AND RATES AND CHARGES FOR TOLEDO EXPRESS AIRPORT AND TOLEDO EXECUTIVE AIRPORT Director Carroll reported that in 2008, the Board adopted a Leasing Policy and Rates and Charges that provided guidance when leasing facilities at Toledo Express Airport and Toledo Executive Airport. The Board s stated intent was to ensure that good business practices are employed on a fair, consistent, and non-discriminatory basis while, at the same time, establishing a rent and fee structure that advances the goal of financial self-sustainability of the Airport system. The Leasing Policy and Rates and Charges should be reviewed annually and, if necessary, updated by the Board to reflect changes in market conditions, changes in legal, regulatory, and environmental requirements, and updated business and real estate practices. The Transportation and Operations Committee recommended adoption of a resolution approving the 2017 Leasing Policy and Rates and Charges for Toledo Express Airport and Toledo Executive Airport with no changes from After discussion, on motion by Director Carroll, seconded by Director Fleetwood, and unanimously carried; 7

8 Agenda Item III RESOLUTION NO Authorizing 2017 Leasing Policy and Rates and Charges for Toledo Express Airport and Toledo Executive Airport was adopted. The resolution in full text is incorporated in the Resolutions Journal of the Port Authority. CONSIDER REIMBURSEMENT PAYMENT TO IRONHEAD MARINE FOR EMERGENCY REPAIRS AT THE TOLEDO SHIPYARD Director Carroll reported that the pump house at The Toledo Shipyard is the structure that protects the large pumps that dewater the two graving docks at the Facility. This critical structure is very old and it was determined by the Shipyard operator, Ironhead Marine and Port Authority that the pump house needed to be replaced with a new structure prior to the winter of 2016/2017 so that the pumps would remain protected. Due to the critical nature of the project and the need to carefully coordinate the project with the existing workload at the shipyard, Ironhead began to utilize its own manpower and equipment to begin the process of demolishing the pump house and outsourced the specialized labor and materials necessary to demolish the old structure and erect a new structure. The Transportation and Operations Committee recommended adoption of a resolution authorizing the President to reimburse Ironhead Marine $325,000 from previously-appropriated property tax funds as the Port Authority s contribution toward this important project. After discussion, on motion by Director Carroll, seconded by Director Salem, and unanimously carried; RESOLUTION NO Authorizing Reimbursement Payment to Ironhead Marine for Emergency Repairs at The Toledo Shipyard was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority. TOLEDO EXPRESS AIRPORT STATISTICS SEAPORT STATISTICS AMTRAK RIDERSHIP PLANNING & DEVELOPMENT COMMITTEE Director Speyer motioned for a recommendation to combine the Transportation and Operations Committee with the Planning & Development Committee. 8

9 Agenda Item III After discussion, on motion by Director Speyer, seconded by Director Szuch, the motion was unanimously carried. GOVERNMENT, COMMUNITY & HUMAN RELATIONS COMMITTEE DIVERSIFIED CONTRACTORS ACCELERATOR PROGRAM (DCAP) REPORT Director Price reported that Capital Requests in the amount of $33, have been approved since last update. The DCAP Program currently has 51 total participants who have received funding for 89 projects. Approvals to date: $4,025,148. OTHER BUSINESS ADJOURN There being no further business, the meeting adjourned at 9:35 a.m. 9

10 Agenda Item V (A) RESOLUTION NO. IN HONOR OF GEORGE TUCKER WHEREAS, George Tucker was appointed to the Board of Directors of the Toledo- Lucas County Port Authority by the Board of Lucas County Commissioners on December 3, 2013; and WHEREAS, during his tenure, Mr. Tucker served various committees, including the Human Resources and Community Relations Committee, and the Facilities and Development Committee; and WHEREAS, throughout Mr. Tucker s term of service, this organization realized several major successes which have positively impacted the region, including the establishment of ARG Services, Inc. LLC at Toledo Express Airport; the relocation of Greyhound Lines, Inc. to the Dr. Martin Luther King, Jr. Plaza; the debut of the Great Lakes Dredged Material Center for Innovation at the Riverside Confined Disposal Facility in north Toledo; the recurrence of the Toledo Air Show at Toledo Express Airport; the announcements of new manufacturing facilities for Dana Holding Corporation and Detroit Manufacturing Systems at Overland Industrial Park; and the milestone of $4 million in loans through the Diversified Contractors Accelerator Program; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That George Tucker provided quintessential and professional leadership and sound business expertise during his tenure with the Toledo-Lucas County Port Authority. That the Board of Directors gratefully acknowledges the leadership and dedicated service Mr. Tucker provided during his three years of service assuring that the vision and mission of the Toledo-Lucas County Port Authority moved the community forward. Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary 10

11 Agenda Item V (B) RESOLUTION NO. IN HONOR OF G. OPIE ROLLISON WHEREAS, G. Opie Rollison was appointed to the Board of Directors of the Toledo- Lucas County Port Authority by the City of Toledo and the Board of Lucas County Commissioners on October 14, 1999; and WHEREAS, Mr. Rollison served as Vice-Chairman of the Board of Directors in 2008 and 2009, and Chairman in 2010 and 2011, and further chaired the Airport Committee from 2003 through 2005, where he provided exceptional leadership and representation; and WHEREAS, during his tenure, Mr. Rollison served various committees, including the Executive Committee, Levy Committee, Presidential Search Committee, Committee to Review Airport Leases, Finance Committee, and the Human Resources and Community Relations Committee; and WHEREAS, Mr. Rollison contributed to the Toledo-Lucas County Port Authority s decision to acquire and redevelop strategically positioned brownfield sites including the former 182-acre Gulf Oil/Chevron Refinery site redeveloped as the Ironville Dock, and the former Jeep manufacturing site redeveloped as Overland Industrial Park; and WHEREAS, throughout Mr. Rollison s terms of service, this organization realized several major successes that have positively impacted the region including the redevelopment of the Toledo Shipyard; extensive investment and modernization of Toledo s airports; rededication of Central Union Terminal as Dr. Martin Luther King, Jr. Plaza and the subsequent relocation of Greyhound Lines, Inc. to that facility; the purchase and revitalization of more than 350 acres of blighted brownfield properties including the Gulf Oil/Chevron Refinery site, the Toledo Coke Property, and the former Jeep Property; the inception and realization of the Diversified Contractors Accelerator Program; the creation of the Supplier Recruitment program; the purchase and subsequent operation of the downtown parking garages and on-street parking; the creation of the BetterBuildings Northwest Ohio energy efficiency program; and more than $400 million in financing projects completed through the Port Authority in northwest Ohio; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That G. Opie Rollison provided exemplary and professional leadership and solid business expertise during his tenure with the Toledo-Lucas County Port Authority. That the Board of Directors gratefully acknowledges the leadership and dedicated service Mr. Rollison provided during his more than seventeen years of service assuring that the vision and mission of the Toledo-Lucas County Port Authority moved the community forward. 11

12 Agenda Item V (B) Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary 12

13 Agenda Item VI (B) Report Regarding Acquisition of Goods, Equipment, Materiel and Services for the Quarter Ending December 31, 2016 The President reports quarterly on acquisitions made under Resolution No costing $10,000 to $100,000 and paid with funds appropriated in existing budgets, for which all applicable legal requirements regarding bidding have been met, and for which no action is required by the Board: October 2016 No activity to report November 2016 Bricker & Eckler LLP $11, Legal Services Bond Issuances 2016A-1 and 2016A-2 Monthly Total: $11, December 2016 TEA Services $20, Commission and Payroll Cash Flow Louisville Title Agency $14, Title Work Dana Property Monthly Total: $34, Total for Quarter = $45,

14 Agenda Item VII (A) 1 Consider Expenditures through January 31, 2017 The Operating Budget through January 2017 shows $92,700 excess operating expense over operating revenue, which is typical for the first part of the year. This is ahead of budget by $118,200 with expenses falling under budget and revenue coming in slightly ahead of budget. Airport Division revenues of $261,100 were $9,300 over budget with other revenue being the main reason. Airport expenses of $204,600 were under budget by $54,400 due primarily to repairs & maintenance. Seaport Division revenues of $125,700 were slightly ahead of budget by $800. Seaport expenses of $41,100 were under budget by $1,000. Development and Property Division revenues of $150,000 were $2,400 ahead of budget. Development and Property Division expenses of $292,900 were under budget by $23,800. Administration Division expenses were under budget by $26,500. The 2017 Operating Budget estimates a fund balance of $229,930 by the end of the year. The Finance Committee recommends approval of the Expenditures through January

15 Agenda Item VII (A) 1 Over 30 Days Aging Summary

16 Agenda Item VII (A) 1 16

17 Agenda Item VII (A) 1 Total Operating Budget 17

18 Agenda Item VII (A) 1 Airport Operating Budget 18

19 Agenda Item VII (A) 1 Seaport Operating Budget 19

20 Agenda Item VII (A) 1 Facilities & Development Operating Budget 20

21 Agenda Item VII (A) 1 Administration Operating Budget 21

22 Agenda Item VII (A) 1 Unappropriated Reserve Funds 22

23 Agenda Item VII (A) 1 Passenger Facility Charge (PFC) Activity through January

24 Agenda Item VII (A) 1 Bond Reserves Investment Report Northwest Ohio Bond Fund 1/31/

25 Agenda Item VII (A) 2 Consider Loan Commitment to Lucas County Builds Community Development Fund In May 2016, the Board of Lucas County Commissioners filed Articles of Organization with the Ohio Secretary of State creating the Lucas County Builds, LLC, a limited liability company created to advance, encourage, promote, and stimulate economic and commercial development, revitalization and improvement in Lucas County. Lucas County Builds may acquire, purchase, lease, improve, repair, encumber, convey, transfer, and dispose of real and personal property, make loans and extend credit; receive and administer funds for its own benefit to promote efficient completion of construction projects it owns or it funds; and to engage in any other acts and activities permitted by a limited liability company. As a partner in regional development efforts, it is recommended that the Port Authority support the efforts of Lucas County, but it is prohibited by the Ohio Constitution from being a direct investor into an LLC in which it is not the sole owner. The Port Authority may, however, loan funds to Lucas County Builds on a project-byproject basis and allow the company to loan those funds along with other investments into a project. It is contemplated that the Port Authority s participation in the Lucas County Builds, LLC fund would include the following: 1. Authorizing a loan to Lucas County Builds, LLC in the amount of $500,000 to be used as a loan to the Detroit Manufacturing Systems (DMS) project. The terms of the loan would include interest only during the first seven years at a rate of 2.5 percent (2.5%), which terms will be renegotiated for principal and 25

26 Agenda Item VII (A) 2 interest repayment at the end of the seven year interest only period. The $500,000 will come from funds previously appropriated pursuant to Resolution No in support of the DMS project. 2. The Port Authority would commit up to $250,000 annually for the next four years to further support job creation for projects to be funded through Lucas County Builds, LLC, subject to the Port Authority s annual budgetary funding availability. 3. Loans to Lucas County Builds would occur on a project-by-project basis, subject to approval of each project and note by the Port Authority Board of Directors. 4. Principal repayments will be available for future projects as approved by the Port Authority Board of Directors. The Finance Committee recommends adoption of the following resolution authorizing the loan of funds to Lucas County Builds, LLC as outlined above. 26

27 Agenda Item VII (A) 2 RESOLUTION NO. AUTHORIZING LOAN COMMITMENT TO LUCAS COUNTY BUILDS COMMUNITY DEVELOPMENT FUND WHEREAS, the Board of Lucas County Commissioners formed Lucas County Builds, LLC (the Company ) to advance, encourage, promote, and stimulate economic and commercial development, revitalization and improvement in Lucas County; and WHEREAS, as a partner in regional development efforts, it is recommended that the Port Authority support the efforts of Lucas County, by loaning funds to the Company on a project-by-project basis and in turn permit the Company to loan those funds along with other investments into a project; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That the President as Secretary and Fiscal Officer be and hereby is authorized to execute a loan agreement with Lucas County Builds, LLC to be used as a loan to the Detroit Manufacturing Systems project with the following terms and conditions: 1. Principle: $500, Interest: Two and one half percent (2.5%) interest only during the first seven (7) years 3. Renegotiation of Terms: The terms will be renegotiated for principal and interest repayment at the end of the seven (7) year interest only period 4. Other: The agreement shall include such terms and conditions as the President deems necessary or appropriate That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments necessary or appropriate, including amendments, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel and approved in substance by the Vice President of Administration & Chief Financial Officer. That the Principle of the loan shall be paid from monies previously appropriated pursuant to Resolution No That, subject to budgetary availability, up to $250,000 shall be committed annually for the next four (4) years to further support job creation through projects to be funded through the Company. Future loans to the Company shall occur on a project-by-project basis, subject to approval of each project and note by this Board. 27

28 Agenda Item VII (A) 2 That Principle repayments shall be available for future projects as approved by this Board. Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary 28

29 Agenda Item VII (A) 3 Consider Appropriation of Customer Facility Charge Funds for Consolidated Rental Car Facility Capital Improvements Projects The Rental Car Customer Facility Charge (CFC) at Toledo Express Airport was implemented in In 2008, the Board authorized the Port Authority to construct the Consolidated Rental Car Facility and to finance the construction through a State Infrastructure Bank (SIB) loan. The CFC collections were used to make the SIB Loan payments and the Loan was fully paid off in 2016, at which time the Port Authority worked with the car rental agencies to develop a plan to utilize future CFC funds to pay routine facility costs, while lowering the CFC collection from $3.50 to $2.00 per rental car contract day. In November 2016, the Board authorized the reduction and the use of the CFC funds to pay routine Facility costs. It is now recommended that the Board authorize the appropriation of up to $200,000 out of the CFC collections to pay for anticipated, non-routine capital improvements to the Facility, such as parking lot pavement repairs, high speed roll up doors, new cameras, new heating system, new ceilings, wash bay upgrades, and a new ventilation system. The Finance Committee recommends adoption of the following resolution to appropriate $200,000 from the Customer Facility Charge collections to pay the cost of non-routine capital improvements to the Facility. 29

30 Agenda Item VII (A) 3 RESOLUTION NO. AUTHORIZING APPROPRIATION OF CUSTOMER FACILITY CHARGE FUNDS FOR CONSOLIDATED RENTAL CAR FACILITY CAPITAL IMPROVEMENT PROJECTS WHEREAS, pursuant to Resolution No a rental car customer facility charge ( CFC ) was implemented at Toledo Express Airport; and WHEREAS, pursuant to Resolution No, 36-08, this Board authorized the construction of the Consolidated Rental Car Facility (the Facility ) and the financing of the construction through a State Infrastructure Bank loan; and WHEREAS, pursuant to Resolution 80-16, the Board authorized the reduction and the use of the CFC funds to pay routine Facility costs; and WHEREAS, it is now recommended that an appropriation of up to $200,000 of the CFC collections be authorized to pay for anticipated, non-routine capital improvements to the Facility, such as parking lot pavement repairs, high speed roll up doors, new cameras, new heating system, new ceilings, wash bay upgrades, and a new ventilation system; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That up to $200,000 be and hereby is appropriated from the collection of customer facility charges to pay the costs of anticipated, non-routine capital improvements to the Consolidated Rental Car Facility at Toledo Express Airport. Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary 30

31 Agenda Item VII (A) 4 Consider Inducement of Tax Exempt Bonds to Finance the Development of a Commercial, Educational, and Recreational Complex anchored by the Pro Football Hall of Fame Benefitting a Site to be Developed by HOF ($4,000,000) The Toledo-Lucas County Port Authority (the Port Authority ) has been requested by the Stark County Port Authority, the National Football Museum, Inc., an Ohio nonprofit corporation, which operates the Pro Football Hall of Fame and Museum ( PFHOF Facility ), and PFHOF s development partner, HOF Village, LLC, a Delaware limited liability company, to cooperate in the proposed development of a commercial, educational and recreational complex anchored by the PFHOF Facility through the issuance of up to $4,000,000 in tax exempt bonds through the Northwest Ohio Bond Fund (the Series 2017 Bonds ). The Port Authority has been asked to consider various avenues to facilitate the funding of the HOF Village Development including, but not limited to, the acquisition, construction, development and reimbursement of said costs associated with the development and financing of the contemplated project. The expected principal amount of the Series 2017 Bonds to be issued is up to $4,000,000. It is contemplated that the Series 2017 Bonds will be issued as tax-exempt bonds, provided that they qualify for tax-exempt treatment in the opinion of bond counsel. The Finance Committee recommends the acceptance of the attached resolution that authorizes the inducement of the Series 2017 Bonds in the principal amount of up to $4,000,000 to finance the project. 31

32 Agenda Item VII (A) 4 RESOLUTION NO. DECLARING THE PORT AUTHORITY S OFFICIAL INTENT TO REIMBURSE ORIGINAL EXPENDITURES FOR PORT AUTHORITY FACILITIES RELATED TO THE PRO FOOTBALL HALL OF FAME AND HOF VILLAGE DEVELOPMENT PROJECT WITH PROCEEDS OF OBLIGATIONS TO BE ISSUED FROM TIME TO TIME AND IN SUCH PRINCIPAL AMOUNT AS IS NEEDED TO PAY OR PROVIDE FOR COSTS OF THE PROJECT NOT PAYABLE FROM OTHER AVAILABLE SOURCES WHEREAS, the Toledo-Lucas County Port Authority (the Port Authority ), a body corporate and politic and political subdivision duly organized and validly existing under the laws of the State of Ohio (the State ), particularly Sections through , Ohio Revised Code, and the authorities therein mentioned ( Act ), is authorized to acquire, construct and otherwise develop and finance port authority facilities, as defined in the Act, including real and personal property or any combination thereof owned, leased, or otherwise controlled or financed by the Port Authority and related to, useful for, or in furtherance of one or more of its authorized purposes, as defined in the Act, and to issue its revenue bonds, notes in anticipation of such bonds and other obligations (collectively, Bonds ) to finance costs, as defined in the Act, of such facilities; and WHEREAS the Port Authority has been requested by the Stark County Port Authority, the National Football Museum, Inc., an Ohio nonprofit corporation ( PFHOF ), which operates the Pro Football Hall of Fame and Museum ( PFHOF Facility ), and PFHOF s development partner, HOF Village, LLC, a Delaware limited liability company ( HOF Village LLC ), to cooperate in the proposed development of a commercial, educational and recreational complex anchored by the PFHOF Facility (the HOF Village Development ; and WHEREAS, based on the information provided by PFHOF and HOF Village LLC, this Board has determined that the HOF Village Development constitutes port authority facilities, and the acquisition, construction, development and financing thereof will promote the Port Authority s authorized purposes, including (i) the promotion of commerce, economic development, education, recreation, culture and research within the jurisdiction of the Port Authority or pursuant to a cooperative or other agreement with the Stark County Port Authority, and (ii) the creation and preservation of jobs and employment opportunities available to, and the improvement of the economic welfare of, the people of this State as contemplated and authorized by Article VIII, Section 13 of the Ohio Constitution and the Act, and are desirable and in the best interest of the Port Authority and of Stark County; and WHEREAS, the Port Authority has been asked to consider various avenues to facilitate the funding of the HOF Village Development, provided that the specific terms upon which the Port Authority would participate in the development and financing of the HOF Village Development would be subject to further review and approval of this Board; and WHEREAS, United States Treasury Regulations Section 1.l50-2 (the Reimbursement Regulations ) prescribes conditions under which proceeds of bonds, notes or other obligations used to reimburse advances made for certain expenditures paid before the issuance of such obligations will be deemed to be expended (or properly allocated to expenditures) for purposes 32

33 Agenda Item VII (A) 4 of Sections 103 and l4l to 150 of the Internal Revenue Code of 1986, as amended (the Code ), so that upon such reimbursement the proceeds so used will not further be subject to requirements or restrictions under those sections of the Code and (i) certain provisions of the Reimbursement Regulations require (A) that there be a Declaration of Official Intent not later than 60 days following payment of the expenditure expected to be reimbursed from proceeds of such obligations and (B) that the reimbursement occur within prescribed time periods after the expenditure is paid or after the property is placed in service, and (ii) this Board wishes to take steps to confirm its intentions with respect to the issuance of Bonds to finance costs of the HOF Village Development or any specified portion thereof ( Project ), to comply with the Reimbursement Regulations in connection with the Project, and to authorize or take other preliminary actions in connection with the proposed issuance of the Bonds, all for the purposes set forth in Section 1 of this resolution; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority, that: Section 1. This Board hereby finds and determines, based upon information provided by the Stark County Port Authority, PFHOF and HOF Village LLC, that (a) the Project will constitute port authority facilities in furtherance of authorized purposes of the Port Authority under the Act, including (i) promotion of commerce, economic development, education, recreation, culture and research within the jurisdiction of the Port Authority and (ii) the creation and preservation of jobs and employment opportunities available to, and the improvement of the economic welfare of the people of this State as contemplated and authorized by Article VIII, Section 13 of the Ohio Constitution and the Act (the Economic Development Purposes ), and (ii) it is in the best interests of the Port Authority to, and the Port Authority shall, cooperate with Stark County Port Authority, and with HOF Village and PFHOF, to develop and execute such arrangements as shall be conducive to the acquisition, construction, development and financing of the HOF Village Development, to issue Bonds from time to time for that purpose and to authorize, approve, execute and deliver a cooperative agreement and such other financing documents with the Stark County Port Authority, HOF Village LLC and PFHOF for the public purposes stated above, including the Economic Development Purposes; provided that, in no event shall the general resources of the Port Authority be committed or the general credit of the Port Authority pledged, directly or indirectly, to the payment of any obligation incurred with respect to the Project, but any such obligations shall be paid only from proceeds of the Bonds when, as and if issued and from revenues derived from the Project. Section 2. In order to assist in the financing of the Project, this Board hereby agrees to consider and use reasonable efforts to authorize and issue Bonds from time to time in such principal amount as is needed to pay or provide for costs of the Project not payable from other available sources and as may be authorized by this Board, and in an estimated aggregate face amount of up to $4,000,000, all to be authorized and issued pursuant to the Act, subject to satisfaction of the conditions and pursuant to the provisions contained herein and in the Agreement or in such additional resolutions as may be adopted, and to such other agreements as may be authorized, by this Board from time to time and to the availability of revenues for the payment of all debt charges thereon. This Board hereby declares that the Port Authority reasonably expects that capital and other expenditures relating to the Project made by or on behalf of the Port Authority, the Stark County Port Authority, PFHOF or HOF Village LLC will be reimbursed from the proceeds of bonds (as defined in Section 150 of the Code) and that the maximum principal amount of bonds expected to be issued for the Project is $4,000,000. This resolution constitutes a Declaration of Official Intent under the Reimbursement Regulations. 33

34 Agenda Item VII (A) 4 Section 3. This Board finds and determines that all formal actions of this Board concerning and relating to the adoption of this resolution were taken in an open meeting of this Board, and that all deliberations of this Board that resulted in those formal actions, were in meetings open to the public in compliance with the law. Section 4. This resolution shall take effect and be in force immediately upon its adoption. Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary Certificate I certify that the foregoing is a true copy of a resolution that was duly adopted by the Board of Directors of the Toledo-Lucas County Port Authority (the Port Authority ) at a regular meeting held, in conformity with law, including Revised Code , and the By-Laws of the Port Authority. Date: Paul L. Toth, Jr. Secretary Board of Directors 34

35 Agenda Item VII (A) 5 Financing Programs Dashboard 35

36 Agenda Item VII (A) 6 BetterBuildings Northwest Ohio Progress Report 36

37 Agenda Item VII (A) 7 Northwest Ohio Bond Fund Trustee Report 37

38 Agenda Item VII (B) 1 Consider Ohio Development Services Agency and JobsOhio Roadwork Development (629) Grant for Construction of Wrangler Drive A key component of the development of Overland Industrial Park is to construct a new 1,400 roadway that will provide access to the new Detroit Manufacturing Systems building from Jeep Parkway. The total estimated roadwork cost related to this project is $1,791,408. A Roadwork Development (629) Grant issued by the Ohio Development Services Agency (ODSA) and JobsOhio will partially fund this project, in the amount of $850,000. The Roadwork Development (629) Grant funding will be applied to eligible costs associated with the actual construction of the project and construction engineering and inspection activities. The balance of the project funding will come from Ohio Department of Transportation Jobs & Commerce funding in the amount of $250,000 and the Port Authority as previously appropriated. The Planning & Operations Committee recommends adoption of the following resolution authorizing the President to accept funding from ODSA and JobsOhio for Wrangler Drive based on the terms detailed above. 38

39 Agenda Item VII (B) 1 RESOLUTION NO. AUTHORIZING OHIO DEVELOPMENT SERVICES AGENCY AND JOBSOHIO ROADWORK DEVELOPMENT (629) GRANT FOR CONSTRUCTION OF WRANGLER DRIVE WHEREAS, a key component of the development of Overland Industrial Park is to construct a new 1,400 roadway, known as Wrangler Drive, that will provide access to the new Detroit Manufacturing Systems building from Jeep Parkway (the Project ); and WHEREAS, the total estimated roadwork cost related to the Project is $1,791,408; and WHEREAS, a Roadwork Development (629) Grant issued by the Ohio Development Services Agency and JobsOhio in the amount of $850,000 (the Grant ) will partially fund the Project; and WHEREAS, the Grant will be applied to eligible costs associated with the construction of the Project and construction engineering and inspection activities; and WHEREAS, the balance of the Project funding will come from Ohio Department of Transportation Jobs & Commerce funding in the amount of $250,000 and the Port Authority as previously appropriated: NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That the President as Secretary and Fiscal Officer be and hereby is authorized to execute a grant agreement in the amount of $850,000 with Ohio Development Services Agency and JobsOhio for the construction of Wrangler Drive, which agreement shall include such terms and conditions as the President deems necessary or appropriate. That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments necessary or appropriate, including amendments, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel and approved in substance by the Vice President of Planning, Engineering and Operations. Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary 39

40 Agenda Item VII (B) 2 Consider Work Order with RS&H Ohio, Inc. for Rehabilitation of Taxiway D Design at Toledo Express Airport The existing Taxiway D pavement at Toledo Express Airport is exhibiting pavement cracking and joint deterioration and in need of pavement rehabilitation. RS&H, Ohio, Inc., the Port Authority s general airport consultant, has submitted a proposal for design and bidding services related to the pavement rehabilitation of Taxiway D, including design of pavement crack seal, pavement repairs, and remarking of the pavements, in the amount of $35,000. The Port Authority anticipates that ninety percent (90%) of the project costs will be reimbursed by a Federal Aviation Administration (FAA) grant with the remaining ten percent (10%) local share ($3,500) to be reimbursed by future passenger facility charges. The design work is anticipated to be completed and placed for bid in order to be ready for a fiscal year 2017 FAA grant. The Operations & Planning Committee recommends approval of the following resolution authorizing a work order with RS&H Ohio, Inc., in an amount not to exceed $35,000 and appropriating $35,000 from Airport Reserves. Ninety percent (90%) of the cost will be reimbursed upon the receipt of an FAA grant and the local share ($3,500) will be reimbursed by a future passenger facility charge. 40

41 Agenda Item VII (B) 2 RESOLUTION NO. AUTHORIZING WORK ORDER WITH RS&H OHIO, INC. FOR DESIGN OF REHABILITATION OF TAXIWAY D AT TOLEDO EXPRESS AIRPORT WHEREAS, the existing Taxiway D pavement at Toledo Express Airport is exhibiting pavement cracking and joint deterioration and in need of pavement rehabilitation; and WHERAS, RS&H, Ohio, Inc., the Port Authority s general airport consultant, has submitted a proposal for design and bidding services related to the pavement rehabilitation of Taxiway D, including design of pavement crack seal, pavement repairs, and remarking of the pavements (the Project ), in the amount of $35,000; and WHERAS, it is anticipated that ninety percent (90%) of the Project costs will be reimbursed by a grant from the Federal Aviation Administration ( FAA ); and WHEREAS, the remaining ten percent (10%) local share may be reimbursed by future passenger facility charges; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That the President as Secretary and Fiscal Officer be and hereby is authorized to execute a work order with RS&H Ohio, Inc. for the design and bidding services related to the pavement rehabilitation of Taxiway D, including design of pavement crack seal, pavement repairs, and remarking of the pavements at Toledo Express Airport, at a cost not to exceed $35,000, which work order shall include such terms and conditions as the President deems necessary or appropriate. That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments necessary or appropriate, including amendments, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel and approved in substance by the Vice President of Planning, Engineering and Operations. That there be and hereby is appropriated from the Airport Reserve Fund the sum of $35,000 to pay the costs of the Project. That ninety percent (90%) of the costs of the Project shall be reimbursed from the proceeds of a grant from the Federal Aviation Administration. That the ten percent (10%) local share in the amount of $3,500 shall be reimbursed from the proceeds of a future passenger facility charge. 41

42 Agenda Item VII (B) 2 Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary 42

43 Agenda Item VII (B) 3 Consider Work Order with RS&H Ohio, Inc. for Rehabilitation of Taxiway D Lighting and Signage Design at Toledo Express Airport The existing Taxiway D pavement at Toledo Express Airport is exhibiting pavement cracking and joint deterioration and is in need of pavement rehabilitation. RS&H, Ohio, Inc., the Port Authority s general airport consultant, has submitted a proposal for design and bidding services related to the pavement rehabilitation. Related to the pavement rehabilitation is the need to replace the existing taxiway edge lighting and signage systems, design of LED lighting replacement, LED signage replacement, replacement of existing cabling, and electrical vault improvements for which RS&H has proposed at a cost of $52,000. The Port Authority anticipates that ninety percent (90%) of the project costs will be reimbursed by a Federal Aviation Administration grant with the remaining ten percent (10%) local share ($5,200) reimbursed by future Passenger Facility Charges. The design work is anticipated to be completed and placed for bid in order to be ready for FY 2017 FAA grant funding. The Operations & Planning Committee recommends approval of the following resolution authorizing a work order with RS&H Ohio, Inc., in an amount not to exceed $52,000 and appropriating $52,000 from Airport Reserves. Ninety percent (90%) of this will be reimbursed upon the receipt of a FAA grant and the local share ($5,200) will be reimbursed by a future passenger facility charges. 43

44 Agenda Item VII (B) 3 RESOLUTION NO. AUTHORIZING WORK ORDER WITH RS&H OHIO, INC. FOR REHABILITATION OF TAXIWAY D LIGHTING AND SIGNAGE DESIGN AT TOLEDO EXPRESS AIRPORT WHEREAS, the existing Taxiway D pavement at Toledo Express Airport is exhibiting pavement cracking and joint deterioration and is in need of pavement rehabilitation; and WHEREAS, RS&H, Ohio, Inc., the Port Authority s general airport consultant, has submitted a proposal for design and bidding services related to the pavement rehabilitation; and WHEREAS, related to the pavement rehabilitation is the need to replace the existing taxiway edge lighting and signage systems, including the design of LED lighting replacement, LED signage replacement, replacement of existing cabling, and electrical vault improvements (the Project ); and and WHEREAS, RS&H has submitted a proposal for the Project in the amount of $52,000; WHERAS, it is anticipated that ninety percent (90%) of the Project costs will be reimbursed by a grant from the Federal Aviation Administration ( FAA ); and WHEREAS, the remaining ten percent (10%) local share may be reimbursed by future passenger facility charges; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That the President as Secretary and Fiscal Officer be and hereby is authorized to execute a work order with RS&H Ohio, Inc. for the design of LED lighting replacement, LED signage replacement, replacement of existing cabling, and electrical vault improvements along the edge of Taxiway D at Toledo Express Airport, at a cost not to exceed $52,000, which work order shall include such terms and conditions as the President deems necessary or appropriate. That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments necessary or appropriate, including amendments, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel and approved in substance by the Vice President of Planning, Engineering and Operations. That there be and hereby is appropriated from the Airport Reserve Fund the sum of $52,000 to pay the costs of the Project. That ninety percent (90%) of the costs of the Project shall be reimbursed from the proceeds of a grant from the Federal Aviation Administration. That the ten percent (10%) local share in the amount of $5,200 shall be reimbursed from the proceeds of a future passenger facility charge. 44

45 Agenda Item VII (B) 3 Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary 45

46 Agenda Item VII (B) 4 Toledo Express Airport Statistics January

47 Agenda Item VII (C) 1 Consider Community Economic Development Initiative Grant for Sylvania Area Family Services Project The Port Authority Board of Directors appropriated $350,000 of proceeds from the property tax levy for the purpose of providing funds to economic development projects undertaken by eligible, neighborhood-based organizations in Lucas County. An application has been submitted to request $35,000, from Sylvania Area Family Services (SAFS), a 501(c)3 organization that was formed to provide social services and youth mentoring programs. The purpose of the SAFS project is to reconfigure existing space to better meet the present and future needs of low income families and at risk youth it services, as well as to begin offering a pre-k Head Start program. SAFS will receive $43,000 in Community Development Block Grant funding through the Board of Lucas County Commissioners in April 2017, which will complete the funding for the estimated $73,000 in construction costs. The renovations are expected to create at least ten temporary constructions jobs and two Head Start positions, as well as the possibility of some parttime child care workers based on enrollment and need. The Government, Community & Human Relations Committee recommends adoption of the following resolution authorizing a grant agreement with Sylvania Area Family Services and the expenditure of $35,000 of funds previously-appropriated from the Property Tax Fund for eligible development costs. 47

48 Agenda Item VII (C) 1 RESOLUTION NO. AUTHORIZING COMMUNITY ECONOMIC DEVELOPMENT INITIATIVE GRANT FOR SYLVANIA AREA FAMILY SERVICES PROJECT WHEREAS, pursuant to Resolution No , $350,000 was appropriated from proceeds of the property tax levy for the purpose of providing funds for economic development projects undertaken by eligible, neighborhood-based organizations in Lucas County; and WHEREAS, a grant in the amount of $35,000 been requested by Sylvania Area Family Services, an organization formed under 501(c)3 of the U.S. Internal Revenue Code to provide social services and youth mentoring programs, to reconfigure existing space to better meet the present and future needs of low income families and at risk youth it services, as well as to begin offering a pre-k Head Start program; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That the President as Secretary and Fiscal Officer be and hereby is authorized to execute a grant agreement in the amount of $35,000 with Sylvania Area Family Services to provide partial funding to reconfigure existing space to better meet the present and future needs of low income families and at risk youth it services, as well as to begin offering a pre-k Head Start program. That the President as Secretary and Fiscal Officer be and hereby is authorized to execute any other instruments necessary or appropriate, including amendments, in order to implement the terms of this resolution, provided such instruments are in a form approved by Counsel and approved in substance by the Financing Programs Manager. That the grant in the amount of $35,000 shall be paid from the Property Tax Fund as previously appropriated. Approved: Yeas: Nays: James M. Tuschman, Chairman Paul L. Toth, Jr., Secretary 48

49 Agenda Item VII (C) 1a Exhibit A 49

50 Agenda Item VII (C) 1a 50

51 Agenda Item VII (C) 1a 51

52 Agenda Item VII (C) 1a 52

53 Agenda Item VII (C) 2 Consider Amendment to Rules and Regulations to Permit Remote Attendance of Board Members On January 4, 2017, Governor Kasich signed into law House Bill 455, which permits airport and port authorities to conduct meetings by video conference and teleconference, provided certain conditions are satisfied and that the Board of Directors has implemented rules and regulations surrounding remote attendance. While the Board of Directors has discretion in determining its rules and regulations, the law does require that specific rules are adopted, including that (1) a minimum number of directors be established who must be physically present at the primary meeting location; (2) a requirement be imposed that no more than one Board member remotely attend a board meeting by teleconference from the same location; (3) geographic restrictions for participation in meetings by remote attendance be determined; (4) a policy be established for distributing and circulating meeting-related materials to board members, the public, and the media in advance of or during a meeting at which board members attend by teleconference of video conference; and (5) the board establish a method for verifying the identity of a board member who remotely attends a meeting by teleconference. The Chair of the Government, Community and Human Relations Committee recommends adoption of the following resolution which authorizes amendment of the Rules and Regulations to implement HB 455 as set forth above and in the form attached hereto. 53

54 Agenda Item VII (C) 2 RESOLUTION NO. AUTHORIZING AMENDMENT TO RULES AND REGULATIONS TO PERMIT REMOTE ATTENDANCE OF BOARD MEMBERS WHEREAS, on January 4, 2017, Governor Kasich signed into law House Bill 455, which permits airport and port authorities to conduct meetings by video conference and teleconference, provided certain conditions are satisfied and that the Board of Directors has implemented rules and regulations surrounding remote attendance; and WHEREAS, while the Board of Directors has discretion in determining its rules and regulations, the law does require that specific rules are adopted, including that (1) a minimum number of directors be established who must be physically present at the primary meeting location; (2) a requirement be imposed that no more than one Board member remotely attend a board meeting by teleconference from the same location; (3) geographic restrictions for participation in meetings by remote attendance be determined; (4) a policy be established for distributing and circulating meeting-related materials to board members, the public, and the media in advance of or during a meeting at which board members attend by teleconference of video conference; and (5) the board establish a method for verifying the identity of a board member who remotely attends a meeting by teleconference; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Toledo-Lucas County Port Authority: That Article II of the Rules and Regulations be and hereby are amended as attached hereto. Approved: James M. Tuschman, Chairman Yeas: Nays: Paul L. Toth, Jr., Secretary 54

55 Agenda Item VII (C) 2 ARTICLE II Meetings of the Board of Directors Section 1. Place of Meetings. All meetings of the Board of Directors of the Port Authority shall be held at the principal office of the Port Authority unless another location within Lucas County is designated by the Chair. Section 2. Monthly Meetings. It is the intention of the Board of Directors that meetings shall be held at least once each month, on such date and at such time and place as shall be designated from time to time by the Chair. Notice of such meetings shall be given to the Directors at least 48 hours before the time of such meeting. Section 3. Special Meetings. Subject to the requirements set forth in Article II, Section 4, special meetings may be called at any time by the Chair, the Vice Chair or any three Directors, upon at least 24 hours notice given to each Director. Section 4. Notice of Meetings. The Secretary of the Board shall establish a procedure which shall provide for public notice of meetings of the Board of Directors and Committees of the Board of the Toledo-Lucas County Port Authority, which notice shall contain the time, place and date of any meeting. Said procedure shall fully comply with the provisions of Section of the Revised Code of Ohio and a statement of such procedures shall be open to public inspection at all reasonable times. Section 5. Quorum. A majority of all the Directors of the Port Authority shall be a quorum for the transaction of business, but a lesser number may adjourn any meeting. The affirmative vote of a majority of all the Directors shall be necessary to pass any resolution; a majority of the Directors present at any meeting, whether in person or via teleconference or interactive video conference, shall be necessary to pass any motion or to conduct any other business which may come before the meeting. Section 6. Motions or Resolutions. Action of the Board of Directors shall be by resolution or motion. Resolutions shall be in written form. On the passage of every resolution or motion, the roll call voice vote shall be entered in appropriate Journals. Section 7. Journals. Minutes of all meetings shall be recorded in books which shall be designated as the Journal of the Port Authority. With respect to each meeting, there shall be shown the date and place, the members present, the identity of members who attended the meeting by video conference or teleconference, the members absent, a summary of things done, and a record of each vote taken. Resolutions adopted may be set forth in full in the minutes or identified by appropriate reference. 55

56 Agenda Item VII (C) 2 A separate Journal designated as the Resolutions Journal shall be kept, which shall set forth the full text of each resolution adopted by the Board of Directors, together with identification by appropriate numbering system, and a record of the date and of the vote upon its adoption. All Journals shall be open to public inspection during normal business hours. Section 8. Public Meetings. All meetings of the Board of Directors of the Port Authority shall be open to the public; provided however, that the Board of Directors may hold an executive session at any regular or special meeting as provided for by Section of the Revised Code of Ohio. Section 9. Conduct of Meetings. Meetings of the Board of Directors shall be conducted in accordance with the following procedures: A. Vote. A roll call voice vote will be recorded for each vote taken. On the passage or defeat of every resolution or motion, the roll call vote including any abstentions shall be entered upon the appropriate Journal of the Port Authority. Any member of the Board of Directors shall be permitted to change his/her vote until roll call has been verified and result declared. B. Absent Member. Any member who was absent from a meeting may be permitted to have his/her vote recorded upon any resolution or motion acted upon during his/her absence; provided that such vote shall not be counted, and such member shall not be entitled to move a reconsideration of the resolution or motion voted upon. C. Division of Question. If any question contains two or more divisible propositions, the presiding officer may, and upon request of a member shall, divide the same. D. Order of Business. The business of regular meetings of the Board of Directors shall generally be transacted in the following order: 1. Roll Call 2. Submission of minutes of preceding meeting(s) 3. Public comment period 4. Reports & Communications from the Chair 5. Economic Development/Regional Growth Partnership 6. Report by the President of Port Authority (Agenda Items 5 and 6 alternate monthly) 7. Resolutions and Reports of Standing Committees 8. Other business 9. Adjournment E. Motions. Motions shall be presented, seconded, and acted upon, in accordance with recognized parliamentary procedures. Upon request of any member, any motion 56

57 Agenda Item VII (C) 2 shall be reduced to writing. Any motion may be withdrawn by the maker with the consent of the second, before it has been amended or voted upon. All motions which have been entertained by the Chair shall be entered upon the minutes of the meeting. F. Reconsideration. After decision of any question, any member who voted with the majority may move a reconsideration of any action at the same or the next succeeding meeting prior to approval of minutes or portions thereof by the Board; provided that a resolution authorizing or relating to any contractual obligation may not be reconsidered at any time after execution and delivery thereof, whether or not a succeeding meeting has been held. G. Acting Chair. In the absence of the Chair and Vice Chair, a quorum of the Board being present, the meeting shall be called to order by the President, the Secretary, or an Assistant Secretary for the sole purpose of entertaining a motion to nominate an Acting Chair. An Acting Chair shall then be selected by majority vote of the members present. Section 10. Remote Attendance at Board Meetings. A Board Member is permitted to remotely attend a meeting of the Board of Directors by interactive video conference or teleconference. Provided that the following requirements are satisfied, a Board Member who remotely attends a meeting shall be considered as present at the Board Meeting and his/her vote shall be counted and recorded upon any resolution or motion acted upon by the Board of Directors: A. At least seven (7) Board Members are physically present in person at the Board Meeting; B. No more than one (1) Board Member is physically present at the same remote location; C. To attend remotely, a Board Member must be more than one (1) mile from the location of the Board Meeting; D. A Board Member who attends remotely must have the capability of receiving meeting-related materials in advance of and during the Board Meeting; E. No more than four (4) Board Members can remotely attend a Board Meeting at one time; F. A Board Member may not remotely attend a Board Meeting more than three (3) times per calendar year; G. Any Board Member who attends a Board Meeting by teleconference will be provided with a password that will permit them to attend the Board Meeting; and H. The Chairman or Vice Chairman cannot both remotely attend a Board Meeting. In the event that any of the above requirements are not satisfied at the time that a Board Member is remotely attending a meeting of the Board of Directors, the rules for an Absent Member shall apply to that Board Member. 57

58 Agenda Item VII (C) 3 Diversified Contractors Accelerator Program (DCAP) Update 58