Bill 070540

..Title Reestablishing a neighborhood improvement district in an area that generally includes both sides of Frankford Avenue from Torresdale Avenue to Bridge Street and certain side streets including portions of Kensington Avenue, Foulkrod Street, Gillingham Street, Griscom Street, Margaret Street, Meadow Street, Orthodox Street, Paul Street, Pratt Street, Darrah Street, and Unity Street, to be known as the Frankford Special Services District ("District"); designating the Frankford Special Services District of Philadelphia ("the Authority"), an Authority established pursuant to the Municipality Authorities Act of 1945, as the Neighborhood Improvement District Management Association for the District; approving a final plan for the District, including a list of proposed improvements and their estimated cost, and providing for assessment fees to be levied on property owners within the District; authorizing the Director of Commerce, on behalf of the City, to execute an agreement with the Authority relating to the District; and authorizing the Authority to assess property owners within the District a special property assessment fee to be used in accordance with the approved final plan; all in accordance with the provisions of the Community and Economic Improvement Act, and under certain terms and conditions. ..Body WHEREAS, Under the Municipality Authorities Act of 1945, P.L. 382, as amended, the City of Philadelphia, by ordinance, was authorized to organize an Authority known as "The Frankford Special Services District of Philadelphia" (Bill No. 940683 approved May 27, 1995); and WHEREAS, Following the Authority's incorporation, and in accordance with the Municipality Authorities Act of 1945, a five-year plan, adopted by the Authority for business improvements and administrative services to the Frankford Avenue business district ("District"), was approved by Bill No. 960233 (Bill No. 88) on July 5, 1996; and WHEREAS, Bill No. 000541 (approved December 19, 2000) adopted an amendment to the Authority's Articles of Incorporation and extended the term of the Authority to December 31, 2005; and WHEREAS, Bill No. 010100 (approved April 18, 2001) approved a new plan for the District for certain business improvements and administrative services through 2005; and WHEREAS, The terms of both the Authority and the District expired on December 31, 2005; and WHEREAS, Bill No. 060957 (approved April 12, 2007) authorized the City Solicitor to file a Municipal Statement of Revival with the Secretary of the Commonwealth in accordance with the Municipality Authorities Act of 1945 in order to retroactively revive and extend the term of the Authority to December 31, 2011; and WHEREAS, The Community and Economic Improvement Act ("Act") (53 P.S. §18101 et. seq.) requires that any business improvement district in existence prior to the effective date of the Act and which is terminated shall, upon its reestablishment, be governed by the provisions of the Act; and WHEREAS, Council desires to take appropriate action under the Act with respect to reestablishing the District in accordance with the procedures set forth in the Act for establishing neighborhood improvement districts; and WHEREAS, Council is authorized by the Community and Economic Improvement Act ("Act") (53 P.S. §18101 et seq.) to establish, by ordinance, neighborhood improvement districts and to designate certain entities to administer programs and services within such districts in order "to promote and enhance more attractive and safer commercial, industrial, residential and mixed-use neighborhoods; economic growth; increased employment opportunities; and improved commercial, industrial, business districts and business climates"; and WHEREAS, The purpose of this ordinance is to reestablish a neighborhood improvement district in the Frankford Avenue area, to be known as the "Frankford Special Services District" ("District"), for five years to December 31, 2012; and WHEREAS, All procedures required by the Act for reestablishment of the District have been followed; in particular, more than forty-five days have elapsed from the last public hearing required by the Act and the Clerk of Council has not received objections filed by 51% or more of the affected property owners or property owners whose property valuation as assessed for taxable purposes amounts to 51% of the total property valuation within the proposed boundaries of the District; now, therefore, THE COUNCIL OF THE CITY OF PHILADELPHIA HEREBY ORDAINS: SECTION 1. In accordance with the provisions of the Community and Economic Improvement Act ("Act") (53 P.S. § 18101 et seq.), a neighborhood improvement district is hereby reestablished in the Frankford Avenue area, within the boundaries set forth in Exhibit "A-1" attached hereto. The district shall be known as the Frankford Special Services District ("District"). SECTION 2. Frankford Special Services District of Philadelphia, (the "Authority") an Authority established and retroactively revived pursuant to the Municipality Authorities Act of 1945, is hereby designated as the Neighborhood Improvement District Management Association for the District. SECTION 3. Council hereby approves as the final plan for the District the plan set forth in Exhibit "A" attached hereto. The Authority is hereby authorized to assess property owners within the District a special property assessment fee in accordance with the provisions of the final plan and the provisions of the Act. SECTION 4. The Director of Commerce, on behalf of the City, is hereby authorized to enter into an agreement with the Authority in a form approved by the City Solicitor, which agreement shall include the following provisions: (a) A detailed description of the respective duties and responsibilities of the City and of the Authority with respect to the District as set forth in the final plan approved under Section 3; (b) A requirement that the City will maintain within the District the same level of municipal programs and services that were provided within the District before its establishment; (c) A "sunset provision" under which the agreement will terminate on December 31, 2012 and may not be renewed unless the District is continued beyond that date in accordance with the sunset provisions of Section 5 of this ordinance; and (d) The City's agreement to be responsible for the collection of all property assessment fees levied within the District and the City's agreement to file any necessary liens for nonpayment of property assessment fees as set forth in the Act at 53 P.S. 18107(A)(10). SECTION 5. The District shall terminate on December 31, 2012 in accordance with the provisions of the final plan approved under Section 3. The District may be continued beyond that date only if Council reenacts this ordinance following a review of the District and the programs and services provided by the Authority within the District. SECTION 6. The Chief Clerk shall keep on file the document referred to as Exhibit A in Section 3 of this ordinance and all accompanying documents referenced in Exhibit A, and shall make them available for inspection by the public during regular office hours. Exhibit A PRELIMINARY PLAN FOR THE FRANKFORD SPECIAL SERVICES DISTRICT ("DISTRICT") AND REPORT OF THE CITY OF PHILADELPHIA CONCERNING THE DISTRICT 1. The name of the proposed neighborhood improvement district shall be the Frankford Special Services District ("District"). A map indicating the District's boundaries is attached as Exhibit A-1, and an enlarged copy of the map shall be kept on file with the Chief Clerk to be made available for inspection by the public during regular office hours. 2. The service area of the proposed district shall include the approximate 480 taxable (for real estate purposes) commercial and industrial properties on both sides of Frankford Avenue from Torresdale Avenue to Bridge Street and certain side streets including portions of Kensington Avenue, Foulkrod Street, Gillingham Street, Griscom Street, Margaret Street, Meadow Street, Orthodox Street, Paul Street, Pratt Street, Darrah Street, and Unity Street. This area is referred to as the "whole district." While the service area does contain residential properties, properties that are zoned residential will not be assessed. Tax exempt properties located within the District will be encouraged to contribute cash or in-kind services. 3. A list of properties to be assessed is set forth in Exhibit A-2. 4. A list of proposed improvements with the District are as follows: a. The District sidewalk-cleaning program proposes to complement existing services currently provided by the Philadelphia Streets Department with a supplementary program of sidewalk cleaning. b. The Philadelphia Streets Department will continue to focus its efforts on cleaning the cartways from curb line to curb line and emptying public trash receptacles. The District will employ private subcontractors to assist property owners to keep their sidewalks free of litter and debris. Sweeping of the sidewalks throughout the District will be performed approximately four times per week by uniformed crews so that the commercial district will be clean and litter-free. The District will perform, not more than twice a year, power washing and removal of debris from the sidewalks within the District. c. The Police District, SEPTA Police, Main Street Program and the Frankford Special Services District will cooperate to improve safety by building upon the 15th District's commitment to community policing, by better improving communication between the two police departments and the community and working on strategies that will discourage and prevent crime. The Frankford Special Services District will work to seek additional funding that will enable the District to reinstate the Safety Ambassadors Program, new trash cans, flags, holiday decorations, and events to remain consistent with the Frankford Main Street Clean and Green Program. 5. The proposed budget for the first fiscal year, including, but not limited to, personnel and administration, programs and services, maintenance and operation, and capital expenditures is $78,000 and is attached as Exhibit A-3. 6. The proposed revenue sources for financing all proposed improvements, programs and services will be assessments on all real commercial and industrial property within the service area and public/private donations. Properties that are zoned residential and tax-exempt properties will not be assessed, but tax exempt properties will be encouraged to contribute cash or in-kind services. (see paragraph 2 above). 7. The estimated time for implementation and completion of all proposed improvements, programs and services is December 31, 2012. . 8. The administrative body which will govern and administer the District is the Frankford Special Services District of Philadelphia. 9. The by-laws of Frankford Special Services District of Philadelphia are attached as Exhibit A-4. 10. The method of determining the amount of the assessment fee to be levied on property owners within the District will be done by equitably apportioning costs among benefiting properties. The assessment fee will be calculated as 10% of the real estate taxes for all commercial and industrial properties within the proposed area. 11. The specific duties and responsibilities of the City of Philadelphia ("City") and The Frankford Special Services District of Philadelphia with respect to the District are as follows: a. The City will be responsible for the collection of all property assessments levied within the District, and will employ any legal methods to insure collection of such assessments, including the filing of liens. The City will also be responsible for maintaining the same level of municipal programs and services provided within the District before its designation as a neighborhood improvement district, after such designation. b. Frankford Special Services District of Philadelphia, shall fulfill all the duties and responsibilities of a Neighborhood Improvement District Management Association (NIDMA) as set forth in the Community and Economic Improvement Act (53 P.S. §18101 et seq.) Such duties and responsibilities include: administering programs, improvements and services within the District; preparing planning or feasibility studies or contracting for the preparation of such studies to determine needed capital improvements or administrative programs and services within the District; imposing special assessment fees and soliciting in-kind services or financial contributions from tax-exempt property owners within the District in lieu of such assessment fees; hiring additional off-duty police officers or private security officers to support existing municipal and volunteer efforts aimed at reducing crime and improving security in the District; designating an advisory committee for the District; submitting an audit of all income and expenditures to the Department of Community and Economic Development and to City Council within 120 days after the end of each fiscal year; and submitting a report, including financial and programmatic information and a summary of audit findings, to City Council and to all assessed property owners located in the District. 12. A written agreement shall be signed by the City and Frankford Special Services District of Philadelphia containing the following provisions: a. The respective duties of the City and Frankford Special Services District of Philadelphia with respect to the District, as set forth in paragraph 11 above; b. The City's agreement to maintain within the District the same level of municipal programs and services that were provided within the District before its establishment; c. A "sunset provision" under which the agreement will terminate, on December 31, 2012, and may not be renewed unless the District is continued beyond that date pursuant to a reenactment of the ordinance establishing the District; and d. The City's agreement to be responsible for the collection of all property assessment fees levied within the District and to file any necessary liens for nonpayment of property assessment fees as set forth in the Act at 53 P.S. § 18107(A)(10). 13. The District shall allow for and encourage tax-exempt property owners located within the District to provide in-kind services or financial contributions to Frankford Special Services District of Philadelphia, if not assessed, in lieu of a property assessment fee. 14. The negative vote of at least 51% of the property owners within the District or property owners within the District whose property valuation as assessed for taxable purposes amounts to 51% of the total property valuation located within the District proposed in the final plan, shall be required to defeat the establishment of the proposed District by filing objections with the Clerk of Council within 45 days of presentation of the final plan. Exhibit A-1 The boundaries of the Frankford Special Services District shall consist of commercial and industrial properties within these addresses: Frankford Avenue 4000-5343 Kensington Avenue 4000-4200 Foulkrod Street 1519-1540 Gillingham Street 1528-1537 Griscom Street 4743-4763 Margaret Street 1600-1645 Meadow Street 1627-1632 Orthodox Street 1525-1629 Paul Street 4650-4673 Pratt Street 1522-1607 Darrah Street 5201-5211 Unity Street 1500-1522 Exhibit A-1 Page 2 This page contains a copy of the map with boundaries. Exhibit A-2 Number Street Des Owner Zip5 Zip4 01529 FOULKROD ST BUTLER NATHANIEL SR 19124 5824 01530 FOULKROD ST KENNEDY JOAN 19124 5825 01531 FOULKROD ST BRANCH IVAN 19124 5824 01532 FOULKROD ST JAMES GREENHALGH & 19124 5825 01533 FOULKROD ST BRANCH IVAN 19124 5824 01534 FOULKROD ST WIRSZ JAMES 19124 5825 01536 FOULKROD ST BOXMEYER JAMES G 19124 5825 01537 FOULKROD ST MANSOOR SHEIK 19124 5824 01540 FOULKROD ST BOXMEYER JAMES GORDON 19124 5825 01542 FOULKROD ST LLOYD ROBERT 19124 5825 04050 FRANKFORD AVE FAIR STOP AUTO INC 19124 4533 04060 FRANKFORD AVE FAIR STOP AUTO INC 19124 4533 04061 FRANKFORD AVE 4061 FRANKFORD CITY L P 19124 4532 04080 FRANKFORD AVE FRANKFORD TORRESDALE INC 19124 4577 04090 FRANKFORD AVE DOMESTIC LINEN SUPPLY CO 19124 4533 04101 FRANKFORD AVE RUBIN SEYMORE 19124 4508 04107 FRANKFORD AVE VO TUAN 19124 4508 04201 FRANKFORD AVE ROBINSON JOSEPH A 19124 4520 04203 FRANKFORD AVE LEVINSON FRED J 19124 4520 04205 FRANKFORD AVE LEVINSON FRED J 19124 4520 04207 FRANKFORD 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ARGYRO 19124 3951 04265 FRANKFORD AVE GASPARINATOS DIONISIOS 19124 3950 04266 FRANKFORD AVE PHOS HOLDINGS LLC 19124 3951 04268 FRANKFORD AVE PHOS HOLDINGS LLC 19124 3951 04273 FRANKFORD AVE SOUTHERLAND MICHAEL D 19124 3950 04273 FRANKFORD AVE SOUTHERLAND MICHAEL D 19124 3950 04275 FRANKFORD AVE DEFULGENTIS ALEXANDER AND 19124 3950 04277 FRANKFORD AVE RIDDICK TISHA 19124 3950 04279 FRANKFORD AVE ALEX DE FULGENTIS & 19124 3950 04280 FRANKFORD AVE LEE SUNG BAE 19124 3951 04281 FRANKFORD AVE ALEXANDER DE FULGENTIS 19124 3950 04282 FRANKFORD AVE JOHNS CALVIN C 19124 3951 04283 FRANKFORD AVE ALEXANDER DE FULGENTIS 19124 3950 04284 FRANKFORD AVE NULTY M + K 19124 3951 04285 FRANKFORD AVE LU LONG FANG 19124 3950 04287 FRANKFORD AVE BERDICHEVSKY ALEXANDER 19124 3950 04288 FRANKFORD AVE NULTY M + K 19124 3951 04290 FRANKFORD AVE NULTY M + K 19124 3951 04292 FRANKFORD AVE NULTY M+K 19124 3951 04300 FRANKFORD AVE LIRIANO ALBING 19124 3926 04304 FRANKFORD AVE RAGOO JAGDEO 19124 3926 04308 FRANKFORD 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SHEIK 19124 3925 04345 FRANKFORD AVE MC CULLOUGH REESE M + 19124 3925 04346 FRANKFORD AVE E & R PROPERTIES MANAGEME 19124 3926 04349 FRANKFORD AVE MA LEONARD JIN FU 19124 3925 04351 FRANKFORD AVE CHANG SOON WHA-TRUSTEE 19124 3925 04353 FRANKFORD AVE VIERA LUIS R 19124 3925 04355 FRANKFORD AVE LE LAURA HUONG 19124 3925 04359 FRANKFORD AVE ZERVOUDIS COSTAS + 19124 3925 04361 FRANKFORD AVE ZERVOUDIS COSTAS + 19124 3925 04363 FRANKFORD AVE ZERVOUDIS ZOI 19124 3925 04401 FRANKFORD AVE QUINN FRANCES 19124 3636 04403 FRANKFORD AVE BOUAYAD MOHAMED 19124 3636 04405 FRANKFORD AVE PILTSER ROMAN 19124 3636 04407 FRANKFORD AVE CVD INC 19124 3636 04409 FRANKFORD AVE JOHNS JULIUS C 19124 3636 04410 FRANKFORD AVE 1501 UNITY STREET ASSOC 19124 3637 04411 FRANKFORD AVE RAMKELAWAN SHEILA 19124 3636 04413 FRANKFORD AVE BOURAS ZINEDDINE 19124 3636 04419 FRANKFORD AVE PRIES HARALAMPOS P 19124 04421 FRANKFORD AVE PRIES HARALAMPOS P 19124 04422 FRANKFORD AVE CARMEL REALTY ASSOC 19124 3637 04423 FRANKFORD AVE PRIES HARALAMPOS P 19124 04424 FRANKFORD AVE GERACE WILLIAM + 19124 3637 04425 FRANKFORD AVE PRIES HARALAMPOS P 19124 04426 FRANKFORD AVE STELMACH BUGUSLOW 19124 3637 04428 FRANKFORD AVE STELMACH BUGUSLOW 19124 3637 04429 FRANKFORD AVE INTERNATIONAL DRUDIC 19124 3636 04431 FRANKFORD AVE I D S INC 19124 3636 04433 FRANKFORD AVE CHANG SEUNG SOO 19124 3636 04435 FRANKFORD AVE ZND CORP 19124 3636 04437 FRANKFORD AVE BOURAS ZINEDDINE 19124 3636 04441 FRANKFORD AVE HWANG JAE HWAN 19124 3636 04444 FRANKFORD AVE PAK JIN YOUNG 19124 3637 04446 FRANKFORD AVE CHANG SEUNG SOO 19124 3637 04450 FRANKFORD AVE CHANG SEUNG SOO 19124 3637 04451 FRANKFORD AVE STACK MICHAEL J 19124 3636 04451 FRANKFORD AVE STACK MICHAEL J 19124 3636 04453 FRANKFORD AVE LIN CUN BAO 19124 3636 04455 FRANKFORD AVE INTERNATIONAL DRUIDIC 19124 3636 04456 FRANKFORD AVE PAOLINO DOMONICK JR 19124 3637 04457 FRANKFORD AVE R + R HOLDING CORP 19124 3636 04458 FRANKFORD AVE JIANG LIANG Z 19124 3637 04459 FRANKFORD AVE TRAN DAISY 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RICHARD 19124 5828 04643 FRANKFORD AVE PARK RICHARD S 19124 5803 04644 FRANKFORD AVE SEGAL GLENN 19124 5828 04647 FRANKFORD AVE LUIS SHIENBAUM & 19124 5803 04648 FRANKFORD AVE PAPK SANG KOO 19124 5828 04649 FRANKFORD AVE LEVITT LEONARD 19124 5803 04653 FRANKFORD AVE IRIZARRY MARIANO 19124 5803 04655 FRANKFORD AVE IRIZARRY MARIANO 19124 5803 04657 FRANKFORD AVE SHRAIM ALAA 19124 5803 04664 FRANKFORD AVE GREENBERG MICHAEL 19124 5828 04666 FRANKFORD AVE KO JAE 19124 5828 04668 FRANKFORD AVE DAIRY MAID 19124 5828 04670 FRANKFORD AVE FRUMER MARSHALL 19124 5828 04671 FRANKFORD AVE ATF REAL ESTATE INC 19124 5827 04673 FRANKFORD AVE PRODHANIA ASHRAFUR R 19124 5827 04674 FRANKFORD AVE KRASS STACY + 19124 5828 04675 FRANKFORD AVE RUBIN ADRIAN 19124 5827 04676 FRANKFORD AVE FRANKFORD PROPERTIES INC 19124 5828 04677 FRANKFORD AVE SHLIFER GAIL 19124 5827 04701 FRANKFORD AVE GRAYFER GENNADY 19124 5812 04703 FRANKFORD AVE GRAYFER GENNADY 19124 5812 04705 FRANKFORD AVE LEE PETER 19124 5812 04707 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CHEANG KHOEUNG 19124 1331 01607-13 PRATT ST NGUYEN PHUONG XUAN 19124 1331 5200 DARRAH ST RITE AIS OF PENNA 19124 1317 05201-11 DARRAH ST NORTHEAST DONUT SHOPS PAR 19124 1317 1500 UNITY ST HERNANDEZ JOEL 19124 1501 UNITY ST 1501 UNITY STREET ASSOCIATES 19124 1502 UNITY ST MONTONI PHILIP A 19124 1504 UNITY ST MURPHY JOHN F 19124 1506 UNITY ST LEVIN MICHAEL 19124 1508-26 UNITY ST O'LEARY PAULLA 19124 Exhibit A-3 FRANKFORD SPECIAL SERVICES DISTRICT ESTIMATED BUDGET Revenue Assessments $78,000. Total $78,000 Expenses Salaries/Admin $20,000 Management of daily activities. Office Equipment $5,000 Printer, paper, envelopes, stamps for billing. Audit $3,000 Required. Professional Services $50,000 Cleaning of sidewalks and ambassador program. Total $78,000 Exhibit A-4 BYLAWS OF THE FRANKFORD SPECIAL SERVICES DISTRICT OF PHILADELPHIA 1. Name: The name and title of this Authority is the "Frankford Special Services District of Philadelphia." 2. Office: The principal office of the Authority shall be in Philadelphia, County, Pennsylvania. Until changed by Resolution of the Authority, the principal office shall be at 4714 Oxford Avenue, Philadelphia, Pennsylvania 19124. 3. Seal: The Authority's seal shall be circular in form and shall have inscribed thereon the name of the Authority and the words "Corporate Seal-Pennsylvania 1996." 4. Members of the Board: The property and business of the Authority shall be managed and controlled by a Board of the Authority composed of up to thirteen (13) persons who shall serve without compensation. The Board must immediately make nominations, to the Mayor of Philadelphia, to fill vacancies should the number of members fall below ten (10) members. 5. Term of Members: The terms of the members of the Board shall be staggered, and extend to up to three (3) years, except for the initial members whose terms shall be as provided by law and as set forth in the Articles of Incorporation of the Authority. Any member being appointed to fill a vacancy on the Board, shall serve the unfulfilled term of the vacancy. 6. Vacancies on the Board: A vacancy on the Board which has occurred or is about to occur by reason of the expiration of the term of any member, or has occurred by reason of death, resignation or otherwise, shall be filled by the appointment by resolution of City Council after a public hearing of a candidate nominated by the Mayor from a list of candidates submitted to the Mayor by the remaining members of the Board of Directors. If City Council does not appoint any nominated candidate within forty-five (45) days after said candidate's name is presented to City Council of for approval, the remaining members of the Board of Directors shall submit another list of candidates to the Mayor for nominations for City Council's approval by resolution after a public hearing. 7. Place of Meeting: All meetings of the Board shall be held at a public building in Frankford (19124), within the County of Philadelphia, Commonwealth of Pennsylvania, but such meetings need not be held at the Authority's principal office. 8. Annual Meeting: The members of the Board shall meet on the 1st day of each May for the purpose of electing officers for the ensuing year, and in the event that such a days day occurs on a Saturday, Sunday or a legal holiday under the laws of the Commonwealth of Pennsylvania, then the same shall be held the next succeeding secular day not a Saturday, Sunday or legal holiday under the laws of the Commonwealth, or at such other time as may be determined by resolution of the Board. 9. Regular and Special Meetings-Notice: The Board may at its annual meeting establish a schedule of regular meetings to meet at least quarterly, for the then current calendar year and no further notice of such regularly scheduled meeting need be given to any member of the Board, except that any member not in attendance at the meeting at which the schedule was adopted shall be notified in writing of such schedule at least three days prior to the first succeeding of such regular meetings. Special meetings of the Board may be called by the Chairman or by the Secretary, and shall be called at the written request of two or more members of the Board, and shall be held at such a time and place as shall be designated in the call of the meeting. Written notice of each such special meeting shall be given at least one day prior to the day named for the meeting, to each member of the Board who does not waive such notice in writing. Business of the Board may be held telephonically, electronically, via mail or by other means. 10. All Meetings to be Made Public-Public Notice: All meetings of the Board shall be open to the public. The Secretary of the Board shall, as soon as practical following the annual meeting (but in no event later than three days prior to the first regularly scheduled meeting after the annual meeting), give public notice, in the manner hereinafter provided of the regularly scheduled meetings of the Board for the then current calendar year and of the next following annual meeting, showing the date, time and place of all such meetings. The Secretary shall also give public notice of each special meeting and rescheduled regular or special meeting at least twenty-four hours prior to the time thereof, showing the date, time and place thereof. Public notice shall consist of (a) Publishing such notice in a newspaper of general circulation, as defined by 45Pa. C.S. § 101, which is published and circulated within the County of Philadelphia, or in a newspaper of general circulation which has a bona fide paid circulation in the County of Philadelphia equal to or greater than any newspaper published in the County of Philadelphia and (b) in a newspaper published in Frankford and (c) posting a copy of such notice prominently at the principal office of the Authority or if a meeting is to be held other than at such principal office, at the public building in which the meeting is to be held. The Secretary shall provide a copy of all public notices to any newspaper, radio station and/or television station which may request the same. Nothing herein, however, shall prevent the Board from holding executive sessions to which the public is not admitted, but no final legislative action shall be taken at any such executive session. 11. Quorum: A majority of the existing members of the Board shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the members present at a meeting at which a quorum is present shall be the acts of the Board. 12. Compensation: All employees of the Authority shall receive such compensation as shall be determined and fixed by the members of the Board. 13. Officers: The officers of the Authority shall be Chairperson, one or more Vice-chairperson, Secretary and Treasure, and such other officers as may from time to time to be elected by the Board. A member may not hold more than one office. 14. Executive Committee: The members of the Executive Committee shall be the Chairperson, Vice-Chairperson (s), Secretary and Treasurer of the Authority and any members elected by members of the Board of the Authority from the remaining numbers of the Board of the Authority. 15. Election and Term of Office: The officers of the Authority, except those subordinate officers who may be appointed and any members of the Executive Committee in addition to the aforesaid elected officers shall be chosen annually by members of the Board at their annual meeting, and each such officer and additional member of the Executive Committee shall hold his office for one year and until his successor shall have been duly chosen. 16. Duties of Officers: (a) Chairperson: The Chairperson shall conduct all meetings of the Board, shall execute contracts, shall jointly with the Treasurer or separately sign checks upon moneys of the Authority (as directed by the Board), and shall have general and active management of the affairs of the Authority. (b) Vice-Chairperson: The Vice-Chairperson shall have all the powers and duties of the Chairperson in the absence of the Chairperson. Should both the Chairperson and Vice-Chairperson be absent from any meeting of the Board, the present members shall appoint a Chairperson Pro Tem. (c) Treasurer: The Treasurer shall jointly with the Chairperson or separately sign checks upon moneys of the Authority, provide for the custody of the funds and other property of the Authority, and perform all other duties incident to his or her office. (d) Secretary: The Secretary shall act as clerk of all meetings of the Board, shall record all the proceedings of such meetings in a book kept for that purpose, shall give proper notice of all meetings, shall record all votes, and shall provide for the custody of all the books and record of the Authority, except those kept by the Treasurer, and shall perform all other duties as may from time to time be assigned to him or her (e) Other Officers: Such other officers as may from time to time be selected by the Board shall perform such duties as may be specifically assigned to them by the Board. 17. Duties of Officers May be Delegated: In case of the absence of any officer of the Authority, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer any other officer, or to any Director for the time being; provided a majority of the existing members of the Board concur therein. 18. Officers May Resign: Any Director or other officer may resign an office at any time, such resignation to be made in writing, and to take effect from time of its receipt by the Chairperson or Secretary, unless some time be fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective. 19. Removal of Officers: Any officer or Board member of the Authority may be removed by the Board whenever in its judgment the best interest of the Authority will be served thereby. Written notice shall be forgiven by the Board fifteen days prior to such an intention by the Chairman or Secretary to each member of the Board who does not waive such notice in writing. 20. Vacancies in Offices: The Board shall have the power to fill any vacancies occurring for whatever reason in any office subject to the Board's appointive powers. 21. Amendments: These By-Laws may be altered, amended and/or repealed by the Board at any meeting after fifteen days' prior written notice of such an intention by the Chairman or the Secretary to each member of the Board who does not waive such notice in writing. 22. Limitation of Directors' Liability and Indemnification of Directors, Officers and Other Persons: (a) Limitation of Directors' Liability. To the extent permitted by law, no Director of the Authority shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless (i) The Director has breached or failed to perform the duties of his or her office under Section 8363 of the Pennsylvania Directors' Liability Act (relating to standard of care and justifiable reliance) and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this subsection 22(a) shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to Local, State or Federal law. (b) Indemnification and Insurance. To the extent permitted by law: (i) Indemnification of Director and Officers. (A) Each Indemnitee (as defined below) shall be indemnified and held harmless by the Authority for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this subsection 22(b) shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. (B) The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Authority in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Authority of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section or otherwise. (C) Indemnification pursuant to this subsection 22(b) shall continue as to an Indemnitee who has ceased to be a Director of Officer and shall inure to the benefit of his or her heirs, executors and administrators. (D) For purposes of this Section 22, (x) "Indemnitee" shall mean each Director or Officer of the Authority who was or is a party to , or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or Officer of the Authority or is or was serving in any capacity at the request or for the benefit of the Authority as a Director, Officer, employee, agent, partner, or fiduciary of , or in any other capacity for, another Authority or any corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise; and (y) "Proceeding" shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an action, suit or proceeding by or in the right of the Authority), whether civil, criminal, administrative or investigative. (ii) Indemnification of Employees and other Persons. The Authority may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees. (iii) Non-Exclusivity of rights. The rights to indemnification and to the advancement of expenses provided in this Section 22 shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Authority's Articles of Incorporation or By-Laws, agreement, vote of Directors, or otherwise. (iv) Insurance. The Authority may purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, whether or not the Authority would have the power to indemnify such person under Pennsylvania or other law. The Authority may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise. (v) Fund for Payment of Expenses. The authority may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise may secure in any manner its indemnification obligations, whether arising hereunder, under the Articles of Incorporation, by agreement, vote of Directors, or otherwise. (c) Amendment. The provisions of this Section 22 relating to the limitation of Directors' liability, to indemnification and to the advancement of expenses shall constitute a contract between the Authority and each of its Directors and Officers which may be modified as to any Director or Officer only with that person's consent or as specifically provided in this subsection 22(c), Notwithstanding any other provision of these By-laws relating to their amendment generally, any repeal or amendment of this Section 22 which is adverse to any Director or Officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director of the Authority, or limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment. (d) Changes in Pennsylvania Law. References in this Section 22 to Pennsylvania law or to any provision thereof shall be to such law (including without limitation the Directors' Liability Act) as it existed on the date this Section 22 was adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of Directors or limits the indemnification rights or the rights to advancement of expenses which the Authority may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Section 22 shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Authority without the requirement of any further action by Directors to limit further the liability of Directors (or limit the liability of Officers) or to provide broader indemnification rights or rights to the advancement of expenses than the Authority was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law. ..End