5:22For the month of April, I will go ahead and call this meeting to order.
5:26We do have quorum present, and the meeting was advertised at this time.
5:32We will move into the approval of the minutes of the March 2nd IDB meeting.
5:38And so I'll entertain a motion for approval of those minutes.
5:42I'll make a motion to approve.
5:45It's moved and seconded.
5:51The meetings are approved.
5:53At this time, we'll recognize any person wishing to address the board this morning.
5:57Anyone here wishing to address the board?
6:06My name is Helen Byrne Sharp, representing accountability for taxpayer money.
6:10You're the first to see my my new look.
6:12It's not gonna last, I don't think.
6:14I went to four bridges yesterday thinking it was gonna get artwork and ended up with a poncho.
6:19And then I got home and had to Google ponchos like what are they?
6:22What do you do with them?
6:23But anyway, I'm hoping today I won't be invisible, right?
6:28I don't have anything terribly profound to say, just a couple of requests of staff or the applicant when it gets to these on the agenda.
6:35Uh the North River Access Road TIFF, I've always thought it was probably the most normal of all our TIFFs, but I've noticed that a couple of times it's come back to you.
6:45And rarely do TIFFs once you've approved them come back to you.
6:50And I'm sure there are good reasons, but I uh would like for staff or the applicant to kind of to address, and I I think in the agenda it kind of explains it, but to those of us who are kind of generalists that don't understand all the intricacies of financing, just a plain English explanation of what this is about, and also maybe a reminder, they've come back before for things that I'm sure were legitimate, but maybe they could could mention those too.
7:17Uh the Northgate Mall TIF.
7:19Uh I noticed in the um the boundary for the sales tax collection that it it could have been the entire boundary of the TIFF, but instead it's basically uh BJs and those restaurants along 153, the places where today sales taxes are being collected, and I understand that.
7:41I just wondered what was the thinking.
7:43Some of I would hope over this 20-year period this is in effect that some of the vacant properties there this redevelops into a town center might become uh businesses that would generate sales taxes.
7:57And I mean, I'm not you know, I think we need sales tax revenue as well as property tax revenue, so I'm not trying to necessarily make it bigger, but I just wondered if somebody could address why the decision to restrict it to that particular portion of the TIFF boundary.
8:21Is there anyone else wishing to address the board this morning?
8:27Okay, we um Miss Lou up next with uh BW finance reports.
8:35Good morning, members of the board.
8:36I'm Ellen Leo with C of Chattanooga.
8:39Uh the first report I'm gonna present is the BW Progress Report.
8:46Uh since the last presentation, there's no change on it.
8:50Uh if we take a look at the report, the first page, the percentage spent in Cumber and the contingency was still at 99.0%.
9:01Overall, there are still two MOU that will have residual amount not spent yet.
9:08The second MOU is uh we'll left over 215,000, not yet spent.
9:14And then third MOU, uh, there's five million dollars.
9:18Actually, I have not spent any of that yet.
9:21Okay, uh the next report.
9:24Let's look take a look at the economic development program summary page.
9:29For that one, um the cash amount that we can spend on this board right now is about four point four point zero seven million dollars.
9:41Uh there's those are the seven programs that uh economic development have running right now.
9:49The next report is the TIFF.
9:52Actually, this TIFF page is exactly like what I presented last time because uh we only uh accepted the receive the TIFF payments once a year, generally around this month this month.
10:06Uh at the time of this report, I have not received any payments yet.
10:10So in my July presentation, I will be able to present the TIFF payment receipt this year.
10:17Uh the last report is the wastewater program summary.
10:23And since the inception till now, um that's July of 2023 until now, we received over uh we spent over a hundred million dollars, but every single penny of that we received the reimbursement from the city.
10:38That's why you see a uh cash balance at zero.
10:45That concludes my presentation.
10:48Any questions I can answer?
11:00We will move into our first resolution, um, the North River Access Road TIFF.
11:05And this is a resolution engaging stifle Nicholas and Company Incorporated as underwriters for a proposed tax increment financing TIFF relating to the North River Commerce Center Industrial Park and the North Access Road Economic Development Area.
11:22Good morning, Board Sherita Allen, Senior Advisor for Economic and Workforce Development here at the city.
11:28Um we're bringing this item to you as it's related to tax increment financing that is going into the project and the need for the developer to secure bond firm to assist with the tax increment financing on it.
11:45There's a letter in your packet that is from our council, legal council that represents our TIFF projects.
11:52I will read that into the record.
11:54But first I wanted to say this is a project that came to us for an amendment to their existing economic impact plan.
12:04That was approved recently.
12:06It was related to the fact that when the project first came to this board and the city and the county, it was for development of four Class A Plex industrial buildings.
12:18Two of those have been built, but because the original plan mandated they could only be that type of development.
12:26At some point, the developer was getting inquiries from other projects and not able to facilitate building those projects because they were so there were restrictions on the type of development.
12:39They came back to the authorizing bodies and basically said, can we change the use type on this particular TIFF?
12:48We said yes, we put some limitations around it.
12:51There's some things that they're not able to build.
12:53Um I don't recall those off the top of my head now, but um we did amend that, and so as a result of amending that to allow other uses.
13:02We're now looking at the financing that's behind it and restructuring the financing.
13:06So I am going to read this memo that is from our legal counsel that represents all of our TIFS.
13:12Um it's from Bassbury and SEMs attorney Mark Manmantoff.
13:16It's dated April 14th, and it's regarding the engagement of Stifle Nicholas and Company Incorporated's underwriter for access road TIFF financing.
13:25The industrial development board has previously approved a tax increment financing with respect to the North River Commerce Center Industrial Park in connection with the redevelopment of the North Access Road area.
13:36Because that financing was not marketable until a significant portion of the industrial park had been completed and a predictable amount of tax increment revenues was available.
13:47The developed for the project purchase the financing on an interim basis.
14:26Stifle is one of the most experienced underwriting firms in the country for this type of financing.
14:31In order to comply with certain federal securities laws, stifle has requested the board to sign an engagement letter, the approval of which is on the industrial development board's agenda.
14:43This engagement letter is preliminary and non-binding, and any compensation payable to the underwriter would only be payable if closing occurs.
14:52However, the execution of this agreement letter would allow the underwriter to work with city staff and the developer to prepare the necessary documents for the financing and present the financing to the industrial development board for consideration.
15:05And again, because tax increment financing is promised towards a development of this particular infrastructure, that's why this is coming to this board for approval.
15:19Any questions about this resolution?
15:26Have we done this before where we've refinanced and then this sell of tax increment notes?
15:33Do we have like a past experience with this?
15:38Perhaps, Phil, do you are you aware of it?
15:40It is a first in that regard because generally that uh bond board is involved on the front end of it here in the financing advice.
15:48In this case, it's because of the change that has occurred uh during the TIFF process, I believe.
15:53Okay and this uh resolution is uh the board is hiring stifle?
16:04Uh the board is actually approving the engagement letter for the developer to hire the stifle.
16:12So the responsibility for that remains with the developer.
16:16It remains with the developer, but because we have public monies into it, we have a role in approving the selection of the particular bond agent.
16:27And that is required in this case, so that the um the stifle group will make sure as an underwriter that the bonds are dealt with correctly.
16:56Any other questions?
17:11The resolution passes.
17:14Our next resolution is for the Northgate Mall TIFF.
17:18A resolution approving an intergovernmental financial assistance agreement between the City of Chattanooga, Tennessee, and the Industrial Development Board of the City of Chattanooga, relating to the Northgate Mall redevelopment project.
17:34Again, this is an item that is related to the interlocal agreement that is between between the City of Chattanooga and the development board recognizing that any sales tax generated from a particular identified area would come to the development board into an account, and then that would be used for reimbursement of the infrastructure.
18:00And so during the process, and there's a memo in your file, during the process of approving the TIFF, this was this was an agreement that should have come to this board that we overlooked and we did not bring to this board.
18:12And again, I have another memo and I will read that to you.
18:17So again, it's from Bass Berry and SEMs attorney Mark Mammentoff.
18:21It's dated April 14th.
18:22It's approval of the interlocal intergovernmental finance agreement for Northgate Mall redevelopment.
18:28At the last meeting of the Industrial Development Board, the board approved a development agreement relating to the Northgate Mall redevelopment.
18:36Pursuant to that agreement, certain incremental property tax revenues were made available to the developer as an incentive to undertake a redevelopment project.
18:45Because the incremental property tax revenues were fairly limited, the city council agreed to supplement those revenues with a pledge of certain local options sales tax revenues of the city to be derived from the area being redeveloped.
18:58To do so, the city council approved an intergovernmental financial assistance agreement under which the city agrees to contribute a certain portion of local options sales tax revenues to the board to supplement the incremental property tax revenues.
19:13When the development agreement was approved, which was everyone's primary focus, we failed to request the board to also approve acceptance of the intergovernmental financial assistance agreement.
19:24A proposed agenda item for the board meeting on April 20th is approval of this agreement.
19:30This agreement does not commit the board to undertake any additional commitments to the developer.
19:35It just acknowledges that the local options sales tax revenues will be received by the board and applied as is provided in the development agreement.
19:44And then to respond to the question earlier from Helen Burnsharp and ATM related to the sales tax area.
19:54So the entire TIFF district was identified.
20:00A portion of that TIFF district will be demolished and redeveloped as the main sewer lines and all of that underground infrastructure happens.
20:10We chose not to use not to try and capture sales tax from that, because that sales tax would not be predictable.
20:17So that for instance you would have certain certain projects that would be coming online, certain going offline, to be determined when those would happen based on the phasing of the construction.
20:28What was predictable was what I call sort of this crescent area that is below the main area for redevelopment.
20:35That is fully constructed, already online, already tapped into sewers.
20:40And so those we chose again to identify the sales tax area and limit it just to that.
20:46Had we done the entire site, there would have been more sales tax actually going into the project.
20:51We determined based on the amount of the development that was necessary, the approved um roughly 8.7 million as I recall for that particular project, and we reverse engineered sort of let's capture the crescent area and not the entire the entire site.
21:07So that's why it's a limited area and not the full scope of the entire site.
21:15And with that, are there any questions?
21:17And so you will see in your map under exhibit A, sort of the sales tax, the sales tax area.
21:23And again, that's online and will continue to be online and will not come on offline for redevelopment and construction.
21:37The question was this inter-agreement made after the city council had passed the original approval?
21:47They were approved at the same time.
21:49Everything went through the city at the same time.
21:51So this piece was left off the IDB side.
21:55It didn't carry forward with the original agreement.
22:19Or the assistance agreement.
22:21So I guess since city council approved that they were going to contribute the certain amount.
22:28Um with this financial agreement.
22:31Is there any kind of like caps or limits, anything in that?
22:34Great, great question.
22:35And so one of the things we did do with this TIFF was we identified both the property tax and set uh again with a TIFF.
22:43There's a baseline, and so what that says is these taxes are already being collected and they will continue to be collected.
22:50And then the incremental, there's a portion you take out for debt service, there's a portion you take out for schools, and then what's and then there's a portion that we we maintain, and then that remaining portion is what goes towards sort of the project or the infrastructure.
23:05We did the same thing with sales tax.
23:06So what we said was hey, there's a baseline of sales taxes already being collected in this area that we've identified, and we're going to maintain that as we as we move forward with the TIFF.
23:17So there's a baseline of sales tax that we're not capturing, and this would be the incremental everything that's over and above that would be captured and then used towards repayment of the infrastructure.
23:27Keeping in mind the that crescent area that you will see, those those businesses will benefit from the upgrade of this particular infrastructure.
23:38And so the first upgrades that you'll see with the infrastructure are related to sort of solidifying the foundation of that crescent area.
23:47I've got a question.
23:50Has the city had to step in and do this before?
23:53Because my question is are they now all of a sudden concerned that this redevelopment's not going to generate enough incremental revenue to cover the TIFF?
24:02Why is the city having to step in and augment this?
24:05Uh step in and what with a local sub sales tax.
24:09Oh, and so what essentially happened is on the property taxes, because the property tax increment was not sufficient to cover the 8.7 in infrastructure, there had to be another funding source, and and sales tax was what was available in that.
24:25So we've done that's that's how we've done it.
24:28Um we also have, for instance, uh, two other TIFFs.
24:32We have sales tax, local sales tax will go into those other TIFFs.
24:36We have one where state sales tax will go into.
24:43So is this temporary or is this permanent in place this way?
24:49Uh it is actually the the TIFF is in place for the duration of the TIFF agreement in the project, and then it goes away, and then all the increment comes back to the city.
25:16There's a reference to 240 months is the term in the document any that is the term.
25:22Okay I guess my concern is that the TIF is not the development's not going to cover the TIFF without the local sales tax option.
25:30That is that's my concern I mean it then that is correct and that is because you have you have an F an asset that is declining and so essentially if the if the mall were performing at its highest and best we would not we would not need to use the sales tax piece but because we have a declining asset the property taxes have been steadily going down on the core of the mall and that's why we're capturing sort of that delta from the sales tax but as the mall is developed the that will go towards the TIFF as a as the mall is redeveloped and the property taxes start going up because you now have new development on it less of the sales tax will need to be used because you will have more of the property tax coming up but in order to put the TIFF in place you have to show the state that there are adequate revenues to reimburse for the cost of the infrastructure and those revenues are split between two different sources right now property tax and sales tax.
26:35You said there was other examples of this what what are it simply that we have other we have other tips that we have approved that are using sales tax to supplement property tax for infrastructure.
26:47Which one oh uh stadium is using sales tax and property tax and then the band is also proposed to use sales tax and property tax what was the first one I'm sorry the band in the stadium the stadium new studio okay and so essentially this this document that was left out of our packet when we initially approved it is just um verify that that's the process we're going forward with is the sales tax yes and I I will ask legal counsel to correct me if I'm I'm wrong it's it the way I see it from staff is it's saying city council is saying to the IDB we have an agreement we're sending sales tax to you it goes into an account and that's used for reimbursement of the infrastructure on this particular project it it prevents the IDB from using sales tax increment that comes in and comes into this fund from using it for anything other than reimbursement on this particular infrastructure project.
27:47Gotcha and and this agreement and this resolution just authorizes the chair to be able to sign this document is on behalf of the board but it also requires the mayor to sign this document as well on behalf of the city okay great questions thank you thank you for all your your very thorough answers I really appreciate it any other questions about this resolution motion move to approve second thank you all those in favor okay opposed thank you the motion passes next we have a small business incentive grant um a reluction authorizing an award of a small business incentive grant to calibu investments LLC DBA calibu paper products and the amount of nine thousand one hundred seventy four dollars good morning Winston Brooks Director of Economic Development Entrepreneurship pleased to stand before you this morning and tell you about um Calibo paper products um there's a um staff report that explains uh the this was the um growing small business incentive which has been um in existence and a part of this board for several years it's the first time we've uh brought one forward in my tenure so I'm excited to do that uh with Hiron Desai who um has a very interesting story um and I'm gonna turn that over to him and uh no one better to tell that story than him but this is one of the most um interesting things about this is if you know anything about his business he's um bought this other business for paper products which also supports uh businesses in another way so it's always a a great to see um smart business move like this in our community um supporting his business as well as uh providing new jobs so with that I'll I'll uh introduce um hiring to tell you a little bit about how this project works and what is business is doing in Calibu papers good morning uh here and design um a little bit about uh Calabo paper products uh started about March of uh 25 production um the way it came about Calabo is a town in Zambia where I'm from and sitting over a fire pit uh at a safari uh the wives came up with a um idea of doing paper
30:06Um a little bit about uh Calabo Paper products uh started about March of uh 25 production.
30:15Um the way it came about, Calabo is a town in Zambia where I'm from and sitting over a fire pit uh at a safari, uh the wives came up with a um idea of doing paper products, which part of my family has in Zambia.
30:33So when I came back, uh got to a point, uh, created Kalabo, which is the town that this idea came out from, and uh with it got uh about got someone that uh I had known that was uh living paycheck to paycheck, and uh came into my office and saying, just give me something to do, uh, give me an opportunity.
30:58We created uh a plant in Chattanooga um uh fast forward uh a year in production.
31:08We've got six uh to seven employees uh as of today.
31:13Uh the operator who I'm talking about uh couldn't make it today because his child was sick, but uh husband-wife working paycheck to paycheck, wife worked night shift, eventually got her back to uh work in the office at Calabo so they could have dinner with the young kids uh in the evening, and uh with that uh created a small business startup um minority-owned women-owned business uh as of today.
31:42We're uh as Winston said, we're supporting our own business and hospitality.
31:47Uh products include uh toilet tissue, uh kitchen towels, uh restroom napkins, bar napkins, um, lunch napkins, uh with the potential to expand.
32:00Um if uh one um I guess strategy we're trying to do is if we can get a janitorial supply, then uh we feel this will take off and uh probably um get to about 20 employees.
32:15Selfishly, did it in Chattanooga.
32:18Uh it's halfway between my home and my uh office.
32:22Uh but in you know, talking to everybody as this was a little startup helping people out.
32:27Um I would have been better off doing in North Georgia with the incentives that they give compared to Chattanooga, Tennessee.
32:37So I just put that as just a extra incentive.
32:40Uh how in the future you could help uh more jobs coming into Chattanooga.
32:57Are you converting all these materials?
33:02That's what you can say.
33:03What incentives uh have you come across in North Georgia?
33:06So North Georgia, we have uh we have federal tax uh incentives, we have uh employee credits, um, we have incentives for equipment.
33:18Um and we've taken uh pretty much used all of those in North Georgia.
33:29I see here um a note that you're expecting to add a 15 more employees.
33:34You said you currently have five to seven.
33:36Yeah, I think it was six or seven.
33:39Um like I said, the uh should be in one of those reports uh that you've got up there.
33:48So is this a state grant or is this a grant that IDB issues?
33:57Sorry for the uh technology trouble up there, but we do have a little presentation so you can see some pictures.
34:02I'll let him run you through some of those slides.
34:03But to answer a question, this is a uh a grant that's uh a municipal grant set up through the IDB.
34:09And it was um I'm not sure when it was started, but several years ago, and that's why at the uh end of the staff report it shows the balance of that that grants.
34:24I'll add, you know, right now it's uh two and a half million dollar investment that if we uh uh get to what we can do, uh it'll be an additional uh two and a half million dollar investment with 20 employees plus.
34:41So that'll kind of give you what the uh the the space we've leased for three three years right now.
34:47Uh I anticipate will continue on, but that's uh like I said, it's just um uh off of Shallowford Road on Polymer Drive.
34:56Um, and that's uh pictures of our production going in on the left.
35:00You'll see boxes ready to be shipped uh uh to either hotels or restaurant.
35:05And that'll kind of uh that's the machinery.
35:12Uh you can see the wrapping on the bottom right, finished uh toilet paper product.
35:18Uh you can see how it's made, converting um how it's cut up into the rolls as you go forth.
35:26Uh second picture uh first row top is uh uh making the uh little restroom napkins there.
35:37These are the products uh currently on the top uh what we're doing.
35:46And you know, if we expand, we can go into you know any type of paper products uh from plates to well, we're doing some cups, but that's just more of uh importing and uh putting it with the product line on top, but we could also make those down the road.
36:03This is just something we did uh, you know, uh giving this up.
36:09Uh I've been here since 87, so selfishly Chattanooga.
36:13Um we are being competitive uh with the major suppliers, major uh manufacturers in the country.
36:23So uh pretty much between uh Cleveland and Dalton, we're delivering toilet paper too, so and growing every day just slow and steady.
36:31But that's not what we intended, it's what we've become.
36:34So if we can get a janitorial supply, that'll be really good to grow this business.
36:41And is that kind of the goal for this um award is to use that for this janitor generatorial service?
36:49Well, the goal uh is it's like anything helps and in a startup.
36:54Uh these funds will be used to market to get through where we're hitting dead ends, which is some of the main janitorial suppliers.
37:01I mean, normally what we've already competing with some of the best, I mean I do this for 33 years, and hospitality hotel rooms have two per room, uh toilet paper wise.
37:10So we've already done the uh hard work of beating some of those uh big, I would say big manufacturers that you've heard of, Kimberly Clark, Georgia Pacific type of uh stuff.
37:23Um but we intended to thinking a supplier would come in, take it, and then they do the uh delivering, but we had to switch and pivot real quick, and then uh as the hotels knew they were saving money, we were just delivering to the hotels.
37:39Some pick it up, so almost like retail if we can get into the wholesale part.
37:43So we're gonna use these funds to market to the janitorial services and see if we can get that going.
37:47If that gets going, this this has a uh a lot more legs to employ more people and uh grow the plant.
37:54And you said it was a three-year lease.
37:57And did that start in 24?
37:59So it's only till next year.
38:01We it started when it was empty, where you see the before pictures.
38:05So we had to get it ready, get the equipment from overseas, set it up.
38:09So it took about nine months to set up and all that.
38:11Yeah, that was exciting.
38:12So we just started production in March.
38:14And I thought that would be hard to move once you get established.
38:17So you're gonna stay in Chattanooga.
38:19No, we're gonna stay in Chattanooga.
38:21We're gonna stay in Chattanooga.
38:22Again, I'm selfish about Chattanooga.
38:24I just give you the comparison of Georgia because it's real life what what what we did.
38:29Um, but we have the ability to build as well.
38:33And uh I mean, I have other stuff.
38:35I make frames and everything, just put it all in one building, and um the easiest thing would have been done is plug it right next to myself in North Georgia.
38:44But I wanted this is uh, you know, the way it was named being in uh Zambia by the uh ladies, uh you know, it's a family business at the end.
38:53Um and giving people an opportunity to get their lives going.
38:56So we'll be in Chattanooga.
38:58Just need uh stay in Chattanooga.
39:00Some of these things will just help, you know, market, you know, it's tough, like uh uh what we did here.
39:06And it's starting from scratch, so it's a little bit tougher than getting something that's already established.
39:17Um I'm in a paper roll converting industry myself, so I commend you for starting a business here when we see a lot of this going to Mexico, Canada, and overseas.
39:26So with that, I'll recommend a motion.
39:29Okay, is there a second?
39:37The resolution passes.
39:43Um we do need to go back to the stifle nicholas and company um resolution for the North River Access Road TIFF.
39:53And if you look in your packets at the letter, um sent by stifle, we do need to make a correction to that letter.
40:04And so we do have the developer Matt Phillips here.
40:07And so apparently I misspoke about the relationship between the bond underwriter and the IDB and the developer.
40:15And so Matt's going to clarify that for us.
40:21Good morning, uh Matt Phillips, Rise Partners.
40:24Thanks for the special call meeting.
40:27Um I know that's not always fun for everybody, but I appreciate everybody's uh willingness to get together.
40:32Um so the way that uh these TIFF document TIFF structures work, at least ours, I can't speak to everyone's.
40:39Um we're actually the lender, if you will, uh, where we fronted the public infrastructure cost, and then there's a series of notes in the latest um TIFF documents where uh the IDB is is um gonna be is the issuer and we're the note we're the note holder uh and that and it reflects the 8.75 million dollars of certified public infrastructure costs uh that we've spent and it's in the ground and been certified by the city of as we've discussed in prior meetings.
41:11Um the difference here is um now that there's a revenue stream as Sharita has mentioned, uh that revenue stream will monetize those notes.
41:22Okay, so that's essentially uh Stefle Nicholas will will go out to the public market, issue um a bond that refinances those notes so that the noteholder we're replaced as a note holder, and then the note holders will be a series of bond buyers, and the cost of uh the cost of the uh issuance, if you will, as the question earlier is actually paid from the par amount of the bonds down out of the issuance, the total amount.
41:54So um the one thing that I think was important to clarify is the reason why we're here is because the IDB is actually actual the issuer, whether it's our TIF or someone else's.
42:06Um we can't be the bond issuer issuance for public dollars, so it has to be that's that's what this body would do.
42:14So you are the issuer, therefore you have to engage with a Stefel type user, and it could be like a Stevens on another deal or another group, but we've had tremendous amount of success uh with Stiefle in this space over the years in other markets.
42:30Um and it is very typical for the IDB to engage an underwriter, whether it's your this IDB or another uh similar entity.
42:40So um again, what I think it's really important because I think one thing that was just miss said was I think in the prior presentation, it sounded like we were gonna be the ones to engage, and you guys just need to know about it.
42:53It's actually you all sign the document.
42:56And and Mark Mametoff's uh memo, I think speaks to that, but just want to make sure that that's super clear.
43:02And I I think it's um actually addressed to the chair for that reason.
43:07So it's correct in this document.
43:10Yeah, so I'm not the one that can sign that document, and that's why we're here today.
43:15It will be the chair of this board that will sign the the document.
43:19But it is certainly also limited in what recovery that the folks uh will actually be able to get from Stiefel as well.
43:26And the um a resolution that was prepared says that the appointment of Stefan and the engagement letter does not create a contract between the board and Stiefel except as to the terms explicitly provided therein.
43:41And it also says the board shall only be required to pay any compensation percerant to the terms of the bond purchase agreement uh that that occurs.
43:49And the document itself is limiting any compensation that Stefel gets in connection with this matter to 2.5% of that bond deal, which is a normal bond.
44:01And I and if I believe, based off of our last conversation with Mark Mametov, what the process will be is they'll go out and they'll market uh this revenue stream, refinance as much of the the note or the notes.
44:16There's multiple notes that exist, and then but prior to that transaction closing, I believe we actually have to come back in front of this board for you to approve basically the final package.
44:29So this is just engaging Stiefle to start the process.
44:40What questions do we have?
44:42Well, I think that clarifies one of my questions about who would be responsible for the compensation.
44:48Um then that two and a half percent, that's the number that we're looking at now.
44:55So I guess that answers that question too.
45:00And you're saying we're we're going to be able to approve these bonds before they're issued.
45:04And in the original TIFF documents, dating back to when we first did this project and came in front of this body, the it was envisioned that there would be a par amount of bond issuance, and that there was a net that couldn't be that couldn't exceed the amount of public infrastructure, 8.754 million.
45:23The difference between the par and the net is the cost of issuance.
45:26So it could be anything from a debt service reserve cost, or it could be uh an uh a fee to pay towards Stefel, and that just comes out of really comes out of our side of the ledger, not yours.
45:52All right, thank you for the clarification.
46:00Okay, any other business?
46:01Any items from any board member today?
46:06All right, if not, we stand adjourned.