CHAIR: Marie J. MEMBERS: Reuben A. Shelton John E. Mehner Matthew L. Dameron Kelley M. Martin Patrick J. Lamping Bradley G. Gregory EXECUTIVE DIRECTOR: Robert V. Miserez Missouri Development Finance Board EX-OFFICIO MEMBERS: Michael L. Parson Lieutenant Governor Mike Downing Acting Director, Economic Development Chris Chinn Director, Agriculture Carol S. Comer Director, Natural Resources MEETING MINUTES MISSOURI DEVELOPMENT FINANCE BOARD Governor Office Building 200 Madison Street, Room 1010 Jefferson City, Missouri APRIL 18, 2017 The Missouri Development Finance Board met in regular session on Tuesday, April 18, 2017, beginning at 10:30 a.m. Notice of the meeting was duly posted as required by Section 610.020 RSMo at the MDFB principal office. The following members and officers of the Board were present or absent at the meeting as follows: Marie J. Chair Present Reuben A. Shelton Vice Chairman and Member Present* John E. Mehner Treasurer and Member Present* Matthew L. Dameron Secretary and Member Absent Kelley M. Martin Member Present Patrick J. Lamping Member Absent Bradley G. Gregory Member Present Michael L. Parson Lieutenant Governor and Member Absent Mike Downing Acting Director, Dept. of Economic Develop. and Member Present Chris Chinn Director, Dept. of Agriculture and Member Present Carol S. Comer Director, Dept. of Natural Resources and Member Present Robert V. Miserez Executive Director and Assistant Secretary Present *Participated via telephone conference call. Chair called the meeting to order and declared a quorum was present. In addition to the above members, attendees were: Board Staff: Board Counsel: Others Present: Kathleen Barney, Kimberly Martin, Erica Griffin, Ryan Vermette and Valerie Haller David Queen Patrick Baker, Lieutenant Governor s Office; Representative Dan Houx and Ed Vought, House of Representatives-District 54; Rachel Bauer, Senator Denny Hoskins Office; Clint O Neal and Steve Johnson, Missouri Partnership; Denise Mott and Mike Mullis, J.M. Mullis, Inc.; Gary Maxwell, 200 Madison Street, Suite 1000 P.O. Box 567 Jefferson City, Missouri 65102 Telephone: (573) 751-8479 Fax: (573) 526-4418 Visit our Web site at www.mdfb.org
Rick Wilkinson, Kevin Jones, Jeris Noye and Kevin Peterson, Dollar Tree Distribution, Inc.; Marc Abbott, Polsinelli; Bill Gabel, Johnson County, Missouri; Richard Lloyd and Tracy Brantner, Johnson County Economic Development Corporation; Vicki Brady and Weldon Brady, Brady Commerce Park; Bob Watts and Harold Stewart, City of Warrensburg; Chris Heard and Deryl Wilson, City of Lebanon; Deanna Wilson, UMB Bank; and Jack Miles Ventimiglia, Daily Star Journal The meeting was rearranged as follows. I. Secretary s Report Secretary Dameron Mr. Miserez presented for approval the minutes from the February 28, 2017 meeting. The minutes were included in the Board materials distributed in advance of the meeting. There being no questions, corrections or additions, Member Gregory made a motion to approve the minutes as presented. Member Martin seconded the motion. The following roll call vote was recorded: II. Treasurer s Report Treasurer Mehner Treasurer Mehner presented for approval the Treasurer s Reports as of and for the eight months ended February 28, 2017 and as of and for the seven months ended January 31, 2017. The Treasurer s Reports were included in the Board materials distributed in advance of the meeting. There being no questions, corrections or additions, Treasurer Mehner made a motion to approve the Treasurer s Reports as presented. Vice Chairman Shelton seconded the motion. The following roll call vote was recorded: 2
VIII. New Business A. Dollar Tree Distribution, Inc. BUILD Application Kimberly Martin Resolution of Intent Ms. Martin presented the BUILD application from Dollar Tree Distribution, Inc., requesting approximately $2,582,700 in BUILD Bonds for the acquisition of 115 acres of land near Warrensburg in Johnson County, Mo., for the development of a distribution facility that is expected to be approximately 1.2 million square feet. Ms. Martin reported the Company expects to create 375 new jobs and invest more than $103 million at this location. Ms. Martin commented on the separate grant request from Johnson County requesting $390,000 to provide infrastructure improvements for the Dollar Tree Distribution facility and asked Members to be mindful of both the BUILD request and the grant request. Ms. Martin introduced Gary Maxwell with Dollar Tree Distribution, Inc. Mr. Maxwell began by giving a brief overview of the Company noting Dollar Tree/Family Dollar operates more than 14,000 stores, employs over 145,000 associates, has 22 company owned and operated distribution centers in the U.S., two third-party distribution centers in Canada, and two import centers. Mr. Maxwell reported they currently are a $20 billion chain in continued growth and noted they are a Fortune 500 company. Mr. Maxwell continued and commented on their mission in that the Dollar Tree/Family Dollar supply chain will be the best small-store supply chain in the world by providing high quality customer service and continually improving the innovating processes to simplify store operations and optimize costs through an engaged team. Mr. Maxwell noted they have had steady growth for a long period of time primarily by adding stores/entering new states. Mr. Maxwell discussed the new Warrensburg distribution facility project which will serve the Kansas City, St. Louis and Midwest markets; serve 850 stores; the distribution facility will be approximately 1.1 million square feet; create 375 new full-time jobs; and includes a $110 million investment. The project timeline targets a second quarter 2017 groundbreaking and to go live in the second quarter of 2018. Mr. Maxwell was available for questions. Staff recommended adoption of the Resolution of Intent for Dollar Tree Distribution, Inc., in an amount not to exceed $2,582,700. Director Downing made a motion to approve the application as presented and adopt the following Resolution of Intent: RESOLUTION OF THE MISSOURI DEVELOPMENT FINANCE BOARD PRELIMINARILY APPROVING A PROJECT FOR DOLLAR TREE DISTRIBUTION, INC., AND DETERMINING THE INTENT OF THE BOARD TO ISSUE ITS BUILD MISSOURI REVENUE BONDS IN A PRINCIPAL AMOUNT OF APPROXIMATELY $2,582,700 TO FINANCE A PORTION OF THE COSTS OF THE PROJECT. 3
Member Martin seconded the motion. The following roll call vote was recorded: B. Johnson County DED Infrastructure Grant Request from Kimberly Martin MDFB for Dollar Tree Distribution, Inc. Ms. Martin presented the infrastructure grant request for $390,000 to Johnson County to support the location of the Dollar Tree Distribution Facility near Warrensburg. Total project costs are estimated at $104 million and the Company has identified an estimated $815,000 of needed public infrastructure improvements at the proposed project site. Improvements include $600,000 in road improvements and $215,000 in power pole relocation. The proposed improvements have been reviewed by Johnson County and MoDOT, and have been determined to be reasonable and necessary. The Johnson County Commission has committed $250,000 and KCP&L has committed $175,000 to fund a portion of the necessary improvements. The MDFB grant funding was included in the DED incentive proposal to Dollar Tree Distribution, and as outlined in the DED incentive proposal the project includes the creation of 375 new full-time, permanent jobs to be created at the facility within three years. Staff recommended approval of the grant request for Johnson County in the amount of $390,000 with conditions requiring the Company create and maintain 375 jobs. Failure to meet the conditions of the grant agreement will result in repayment of grant funds by the Company on an amount per job basis. Member Gregory asked about Johnson County s cash assets. Mr. Gabel responded Johnson County is a growing and financially solid county but does not have excess or unencumbered reserves available to fund these costs above what it has already committed. Member Martin made a motion to approve the grant request for Johnson County in the amount of $390,000 contingent on the Company creating and maintaining 375 jobs, and adopt the following Authorizing Resolution: RESOLUTION OF THE MISSOURI DEVELOPMENT FINANCE BOARD APPROVING A GRANT TO JOHNSON COUNTY, MISSOURI, TO PAY A PORTION OF THE COSTS OF INFRASTRUCTURE IMPROVEMENTS 4
RELATED TO A WAREHOUSE AND DISTRIBUTION CENTER FOR DOLLAR TREE DISTRIBUTION, INC. Member Gregory seconded the motion. The following roll call vote was recorded: C. City of Lebanon Agriculture Arena Kimberly Martin Tax Credit for Contribution Application Ms. Martin presented the City of Lebanon s application requesting $300,000 in tax credits subject to $600,000 in contributions to assist in raising contributions necessary for the construction of a new indoor arena with additional outdoor shelter space at the fairgrounds. Total project cost is approximately $1,225,720. Ms. Martin noted the item was for presentation only with no Board action recommended. Ms. Martin introduced Chris Heard, Lebanon City Administrator. Mr. Heard gave a brief presentation on the City s concept of the Dry Auglaize Arena project. Mr. Heard commented the City is known for their manufacturing and agriculture base, and fostering the agricultural component through 4H and FFA would encourage the youth to stay local. Mr. Heard discussed Laclede County s substantial economic contributions to the state in agriculture, forestry and related industries noting this project would continue to support those contributions. Mr. Heard concluded the presentation after reporting on the project costs and fundraising efforts. Mr. Miserez commented that former Board member Paul Lindsey expressed his support for the project noting it is an excellent resource and opportunity for the City that addresses area-wide multi-county needs. Chair commended the City and County on the sizable amount of local government investment in the project and its commitment for ongoing management and maintenance. Mr. Miserez commented the item was presented as presentation only in keeping with the Board s standard two-presentation practice; however, the Board could vote on the item should they be so inclined to do so. Member Gregory made a motion to approve $300,000 in tax credits subject to $600,000 in contributions for the City of Lebanon s Dry Auglaize Arena project. Member Martin seconded the motion. The following roll call vote was recorded: 5
VII. Old Business A. Ninth Street Garage Lighting Replacement Approval Kathleen Barney Ms. Barney reported new LED lighting was installed in the St. Louis Convention Center Hotel Garage (SLCCHG) in 2015 which resulted in significant energy savings and better lighting substantially improving safety and security for garage parkers and St. Louis Parking operating staff. Ms. Barney advised that since observing the savings and safety improvements in the SLCCHG, staff has been working with St. Louis Parking and Carl Walker, Inc., to assess installing energy efficient lighting at the Ninth Street Garage (NSG) and concluded similar upgrades should be recommended for the NSG. Ms. Barney reported the maximum cost from an initial estimate from Carl Walker, Inc., for the installation of the lighting is $275,000. Due to the larger scope of the project at the NSG, staff also suggested the Board enter into an engagement with Carl Walker, Inc., to design and manage the process at a cost of approximately $20,000. Ms. Barney noted the expected financial payback at the NSG is approximately three years while simultaneously improving safety and security. Staff recommended the Board authorize the engagement with Carl Walker, Inc., and a not to exceed expenditure of $275,000 for the NSG lighting upgrades. Member Gregory made a motion to authorize an engagement with Carl Walker, Inc., and a not to exceed expenditure of $275,000 for the Ninth Street Garage lighting upgrades. Director Downing seconded the motion. The following roll call vote was recorded: 6
B. St. Louis Convention Center Hotel Garage Parking Equipment Erica Griffin Upgrade Ms. Griffin reported that St. Louis Parking recommended the Board upgrade the existing parking control equipment and software at the St. Louis Convention Center Hotel Garage (SLCCHG) due to increased equipment failures and repair costs; the existing equipment was installed when the garage was built in 2002. Ms. Griffin stated a proposal was received from Amano McGann for a system comparable to what currently is in place and also will include a credit card and validation-only exit station at both the 9th and 10th street exits. Ms. Griffin reported the system is compatible with the hotel room key readers currently being upgraded in both hotels, and that a compatible system between the garage and hotel significantly improves auditing and revenue controls. Ms. Griffin reported the proposed cost for the system is $97,123. Staff recommended approval of the purchase of the new parking control equipment and software system at a cost not to exceed $102,000. Member Gregory made a motion to approve the expenditure for the new parking control equipment and software system at a cost not to exceed $102,000 in the St. Louis Convention Center Hotel Garage. Vice Chairman Shelton seconded the motion. The following roll call vote was recorded: C. Seventh Street Garage Public Parking Corporation Robert V. Miserez Appointment of Directors Authorizing Resolution Chair reported that as per the Bylaws of the Seventh Street Garage Public Parking Corporation (SSGPPC), the MDFB shall annually appoint successor directors for a term of one year and any director whose term is about to expire may be appointed to serve the next succeeding term. Mr. Miserez gave a brief historical background on the SSGPPC and noted the current members are and have been the Board Chair, Member Martin and Member Lamping. Staff recommended the Board reappoint Kelley M. Martin and Patrick J. Lamping to the Board of SSGPPC for a term ending April 21, 2018. Mr. Miserez stated this action was being requested to assure the SSGPPC members remained in good standing as staff worked toward unwinding the 7
NMTC financings that were expected to be completed in May 2017 and would be presented next. Member Gregory recommended adoption of the following Authorizing Resolution appointing Kelley M. Martin and Patrick J. Lamping to the SSGPPC Board: RESOLUTION APPOINTING SUCCESSOR DIRECTORS TO BOARD OF DIRECTORS OF THE SEVENTH STREET GARAGE PUBLIC PARKING CORPORATION Director Chinn seconded the motion. The following roll call vote was recorded: Abstain: Shelton, Mehner, Gregory, Downing, Chinn and Comer Martin Director Comer commented she had concerns about binding the administration by extending terms of members and therefore voted nay. Chair commented the SSGPPC Board will only serve through the unwinding of the New Markets Tax Credit financing. D. Seventh Street Garage Exercise of Option to Unwind Kathleen Barney New Markets Tax Credit Investment Ms. Barney gave a brief history on the Seventh Street Garage s financing structure which included the Federal New Markets Tax Credits (NMTC) Program. Ms. Barney reported the NMTC were approved in 2010 and required that the leverage fund structure stay in place for seven years. The seven-year NMTC recapture period ends April 30 and the Board can purchase U.S. Bank Community Development Corporation s 100% interest in the leverage fund for $1,000 pursuant to the Investment Fund Put Call Agreement. Ms. Barney reported the Seventh Street Garage Public Parking Corporation (SSGPPC) has reserves of approximately $424,000 that were funded at the 2010 closing that will be used to pay the costs of the exiting and unwinding and scheduled principal and interest that will be remaining to the exit date. Ms. Barney discussed the cost estimates for entities not associated with MDFB and the professional fees for legal and accounting associated with the unwinding. Ms. Barney noted that in addition to approving all MDFB actions needed to exit and unwind the NMTC structure, the resolution approves MDFB s acquisition of all funds and assets of the SSGPPC, as well as the dissolution of the SSGPPC. 8
Ms. Barney commented the SSGPPC Board of Directors will meet closer to the closing date to take all necessary actions to exit and unwind the NMTC. Discussion ensued regarding the business aspect in relation to management, expense and income of the parking garages. At the conclusion of the discussion, Member Gregory made a motion to approve the following Authorizing Resolution for the Board to proceed with its role in the New Markets Tax Credit exit and unwinding and other necessary actions: RESOLUTION AUTHORIZING THE BOARD TO PURCHASE FROM U.S. BANCORP COMMUNITY DEVELOPMENT CORPORATION (OR ITS AFFILIATE) 100% OF THE MEMBERSHIP INTERESTS IN ST. LOUIS CENTRE GARAGE INVESTMENT FUND, LLC PURSUANT TO THAT CERTAIN INVESTMENT FUND PUT AND CALL AGREEMENT DATED AS OF APRIL 28, 2010; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS AND ACTIONS IN CONNECTION WITH SUCH PURCHASE AND VARIOUS OTHER DOCUMENTS RELATING TO THE FOREGOING AND ACTIONS RELATED THERETO Member Martin seconded the motion. The following roll call vote was recorded: III. Department of Economic Development Director Downing Director Downing reported he attended the International Economic Development Council s FED Forum held April 9-11 in Washington, D.C., and commented economic development professionals from 15 states were in attendance and had the opportunity to personally meet with three U.S. cabinet officers, Wilbur Ross, Secretary of Commerce; Dr. Ben Carson, Secretary of Housing & Urban Development; and Linda McMahon, Small Business Administrator. Director Downing commented the cabinet officers asked for economic development recommendations and the 15 states compiled a list of priority items with the number one priority item being a more comprehensive report of the issues regarding skills gap, workforce and talent. Director Downing discussed current legislation and the Department s budgetary items. Director Downing reported the Governor s Committee for Simple, Fair and Low Taxes has met and is still gathering information on tax credits, sales tax exemptions, etc. Director Downing and Mr. Miserez discussed Executive Order 17-11 which created the 9
Boards and Commissions Task Force to evaluate the purpose and necessity of each existing board and commission. Director Downing distributed a handout that contained information on various economic development matters. Director Chinn excused herself from the meeting for another commitment. IV. Department of Agriculture Director Chinn This report was deferred. V. Department of Natural Resources Report Director Comer Director Comer reported the Department continues to work on assembling their executive staff while focusing on their core mission and functions. Director Comer discussed the Department s permitting metrics and commented on the need to increase permitting efficiency in relation to expired permits. Director Comer noted that in just the first month the Department went from over 1,700 expired water permits to approximately 1,500, so they are making strides even without their executive staff in place. VI. Lieutenant Governor s Report Lt. Governor Parson This report was deferred. IX. Executive Director s Report Robert V. Miserez Mr. Miserez reported the Missouri State Auditor released a review of the Transportation Development Districts (TDD) and one of the TDD s selected for review was the St. Louis Convention Center Hotel (SLCCH) TDD. Mr. Miserez commented one of the criticisms of the SLCCH TDD was that the original term to collect tax was set for seven years and was then extended by the Board for an additional 40 years. Mr. Miserez noted the property owners within the TDDs voted to extend the collection of the tax with the Board being requested to do so by the City. Mr. Queen reported the Board did receive approval from the circuit court for the extension. Mr. Queen commented the Convention Center Hotel defaulted on their bonds and the hotel was sold. As part of the acquisition, the buyer needed to restructure their arrangements on the Board s parking garage. Mr. Queen noted the Board has sizeable debt outstanding on the garage so the Board had a vested interest in making sure there was a source of funds available for the lease payment the hotel owner has to the Board. Mr. Queen commented the extension of the TDD tax was essentially used to back the two hotel s parking lease payments. Member Gregory questioned if the Board should respond to the TDD review. Mr. Miserez stated 10
an email response was sent to the State Auditor s Office and would be put into the file for future reference. X. Adjournment There being no further business before the Board, Director Downing made a motion to adjourn the meeting. Member Gregory seconded the motion. By unanimous consent, Chair declared the motion passed and the meeting adjourned. [Assistant Secretary Miserez s Signature] 11