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HomeMy WebLinkAboutMinutes - Minutes - Industrial Development Authority - Meeting Date: 9/12/2007 MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE,ARIZONA (September 12,2007) A Special Meeting of the Board of Directors of The Industrial Development Authority of the City of Glendale, Arizona (the "Authority") was duly called and held on Wednesday, September 12, 2007, at 4:00 p.m., Conference Room A, Sine Building, City of Glendale Municipal Offices, 6829 North 58th Drive, Glendale, Arizona. The following Directors of the Authority were present at the Meeting: Stephen P. Harnden and Darren L. Whitehurst, Director Howard A. McKenna participated in the Meeting by telephone. Director John Catledge and Ventura"Ben" Lopez were absent. Also present was William F. Wilder, legal counsel to the Authority; Karen Thoreson, a representative of the City of Glendale Economic Development Department; and Jim Loeb, Risk Manager for the City of Glendale. Michael Stelling, a Senior at Deer Valley High School observed the Meeting as part of fulfilling requirements for a Boy Scout Merit Badge. Mr. McKenna opened the meeting and acknowledged all those present and requested Mr. Whitehurst preside at the Meeting, Mr. Harnden served as Secretary at the Meeting. The minutes of the Special Meeting of the Board of Directors of the Authority held on February 21, 2007 and Study Session held on May 10, 2007 were presented to the Meeting and reviewed and discussed. Upon a motion made by Mr. Whitehurst and seconded by Mr. McKenna, the reading of the minutes for both the February 21, 2007 Meeting and the May 10, 2007 Study Session was waived and the minutes were approved and adopted by unanimous vote, Mr. Whitehurst advised next item on the Agenda was discussion and action as determined regarding risk management and insurance issues. Thereafter followed discussion by members of the Board, Mr. Loeb, Ms. Thoreson and Mr. Wilder with regard to the nature and extent of possible exposure the Authority and its Directors had with regard to conducting the business of the Authority, with regard to the manner in which certain insurance coverage was currently provided through the City of Glendale and discussion with regard to the possibility of the Authority separately purchasing a policy of public officials liability insurance. It was particularly noted that since the only business of the Authority was the issuance of bonds, on a periodic basis, the only substantial risk of exposure would be in connection with one of the Authority's bond financing transactions and it was the consensus of the Board that for the most part there was no realistic basis that the Authority or its Directors would be liable in connection with proceedings relating to the issuance of Authority bonds but that nonetheless having insurance coverage in some manner would be desirable in order to fund the costs of defense in the event the Authority or its Directors were named in a litigation. 860123,! 9/14/07 Mr. Loeb indicated that the City was willing to continue to extend coverage to the Authority in the same manner the City had done so in the past but suggested that the Authority should consider purchasing insurance through a program underwritten by Alliant, a carrier that specialized in writing insurance for public entities. Mr. Loeb pointed out, however, that the current form of policy proposed by Alliant had an exclusion provision that might exclude coverage for securities law liability. The Directors requested that Ms. Thoreson and Mr. Wilder try to obtain information from other IDAs or similar entities as to the nature and extent of insurance coverage the other entities might have and also the cost with respect thereto and, to the extent possible, to obtain copies of policies, to review such and to make a recommendation to the Board of Directors. Due to uncertainty as to when a quorum of the Board could be convened to further discuss the matter, and after discussion and a motion made by Mr. Harnden and seconded by Mr. Whitehurst, the Board agreed to delegate to Mr. McKenna the authority to receive, review and evaluate all information that Ms. Thoreson and Mr. Wilder could provide and to make a decision, on behalf of the Board, with respect to how to proceed with and implement further insurance/risk management plan, requesting that Mr. McKenna keep the other Directors informed with regard to the matter. Mr. Whitehurst then called upon Mr. Hamden to provide a financial report. Mr. Hamden distributed a financial summary dated September 10, 2007 showing the Authority had a fund balance of $124,344.30 in a checking account and two separate certificate of deposit accounts at Desert Hills Bank. Mr. Harnden requested a copy of the financial statement be distributed to all Directors not present at the Meeting and Mr. Wilder advised that a copy of the financial statement would be included in the Authority's minute book. Mr. Hamden further advised that the Authority had an invoice submitted for payment by Ryley Carlock & Applewhite in the sum of$7,285.55 and requested Board approval for payment of the same. On a motion made by Mr. Hamden and seconded by Mr. Whitehurst, the Board unanimously approved payment of such invoice. There being no further business, upon the motion of Mr. Harnden, duly seconded by Mr.McKenna, the Meeting was adjourned at 4:55 p.m. Stephen P. Hamden, Secretary 2