12:16
12 minutes, 16 seconds
Can I get a motion to approve the minutes June 17, 2026? Second. Second. All in favor?
12:24
12 minutes, 24 seconds
So moved. Amendment to the PSA agreement. We We need a motion on this. You want to go over it quick, Paul?
12:31
12 minutes, 31 seconds
I think Bob, you're going over it.
12:34
12 minutes, 34 seconds
I think they wanted me to I've talked to Melanie before. So, as I understand from Rob, he's asked that there's a reference
12:44
12 minutes, 44 seconds
to the stranded engineering cost and the purchase sale agreement. He's asked for because of a bank situation, he's asked
12:51
12 minutes, 51 seconds
for the stranded engineering cost be captured in like a promisary note with whatever at the pleasure of the board, whatever, x number of days, 60 days or whatever to pay that. Mhm.
13:03
13 minutes, 3 seconds
So that he So I think the Melanie, right, you want to make a uh
13:11
13 minutes, 11 seconds
resolution for Vin to um negotiate a separate agreement for the
13:18
13 minutes, 18 seconds
payment of the reimbursement for the stranded engineering cost.
13:22
13 minutes, 22 seconds
Correct. Right now, that payment of the stranded engineering costs is captured in the first purchase sale agreement so that the buyer would pay those stranded
13:31
13 minutes, 31 seconds
engineering costs at closing. As Paul mentioned, Rob's asked that we take it out of the contract for financing purposes and put it in a different
13:40
13 minutes, 40 seconds
format so that something that Ben could negotiate and execute with the buyer, requiring the buyer to pay the money within 60 days of closing.
13:51
13 minutes, 51 seconds
basically decoupling the obligation to repay from the DSA.
13:58
13 minutes, 58 seconds
And if everybody remembers, we we had the DSNY grant. We went down the road.
14:03
14 minutes, 3 seconds
We did all the engineering for uh found ground improvement at uh the so
14:10
14 minutes, 10 seconds
where the where the new um where MVG's building is, we did all the engineering for ground improvement, utilities, and
14:17
14 minutes, 17 seconds
all that stuff. And then that grant was moved over to MVG.
14:23
14 minutes, 23 seconds
So the plan we prepared the plan set paid for by LDC.
14:29
14 minutes, 29 seconds
The grant was moved over to MVG. I'm not even sure if they're using the grant anymore, but he those plans were produced.
14:36
14 minutes, 36 seconds
Um Rob need it was both structural plans and civil utility plans. So those they need the board needs to be reimbursed.
14:46
14 minutes, 46 seconds
the LDC music will reverse for that engineering effort, you know, and they're going to end up using those
14:52
14 minutes, 52 seconds
plans. Uh the plans that we produced um they are we're giving them to their
14:59
14 minutes, 59 seconds
civil engineer and they're basically going to take they're going to end up becoming engineer record on the civil
15:06
15 minutes, 6 seconds
set uh based on what we gave them and the structural plans they've the structural engineer is now already working for Rob's architect. So
15:14
15 minutes, 14 seconds
basically in a sense that contract's been assigned in in a sense even though you didn't not official assignment they
15:20
15 minutes, 20 seconds
just went over moved entities but so anyway long story short MVG owes LDC the money
15:29
15 minutes, 29 seconds
for that engineering effort right that's what they want an extra 60 days for they didn't for whatever reason because there's different banks involved in the
15:38
15 minutes, 38 seconds
construction versus the purchase sale agreement there it was as they explained it to that they want didn't want the bank
15:46
15 minutes, 46 seconds
involved in purchase sale agreement to to see the stranded engineering cost appear in the purchase sale agreement.
15:52
15 minutes, 52 seconds
Therefore, he wanted it separate because they're going to pay the string in engineering cost under their construction draw.
15:58
15 minutes, 58 seconds
It doesn't really hurt us at all. You got two agreements. Right. Right.
16:02
16 minutes, 2 seconds
He just wants to pull it out of one and put it in a second one.
16:05
16 minutes, 5 seconds
And did he say the 68 or He he didn't he didn't give me a number either way. They said, you know,
16:13
16 minutes, 13 seconds
whatever the board is comfortable with, but I I think he wanted some time to get the construction loan in place. So, whatever is reasonable.
16:23
16 minutes, 23 seconds
And once we approve this amendment, assuming we do, is he ready to close?
16:29
16 minutes, 29 seconds
Yeah, we had what were the other things?
16:33
16 minutes, 33 seconds
The other thing Yeah, Melanie, we're right there right now. Right. As far as items that other items that need to be closed, right?
16:39
16 minutes, 39 seconds
Right. We have the the fully executed first amendment to PSA which has three items that are in process. Title work,
16:47
16 minutes, 47 seconds
final map cover and city easements being recorded. So those are in process and then Rob is required
16:54
16 minutes, 54 seconds
to close within 60 days of the last to occur but he is anxious to close. So everybody's trying to push this forward as much as possible.
17:04
17 minutes, 4 seconds
Okay.
17:06
17 minutes, 6 seconds
So, two issues and then I'll try to summarize what Rob and Ben just said
17:12
17 minutes, 12 seconds
here for the board. So, we would uh 60 we looking for a reasonable time frame.
17:18
17 minutes, 18 seconds
It sounds like 60 days after closing um the note would be expected to be paid.
17:26
17 minutes, 26 seconds
That's a Okay. And then um we'd be [clears throat] really bad lawyers and you would instantly bring a malpractice
17:34
17 minutes, 34 seconds
claim against us here. What happens if Rob doesn't pay in 60 Rob's the buyer doesn't pay in 60 days? And we would
17:43
17 minutes, 43 seconds
suggest that there' be a personal guarantee. I mean, we have no we have no leverage if it corporation has no
17:50
17 minutes, 50 seconds
leverage if it sells a land and then doesn't get paid.
18:00
18 minutes
How much did it cost though? Like 125 something like that. 125,000. Yeah.
18:06
18 minutes, 6 seconds
Another 15 of AC crude. But I think there's another Isn't there another 20? I've got 125 here.
18:14
18 minutes, 14 seconds
140. Yeah. 140. 140. Yeah. 140. 140,576.
18:23
18 minutes, 23 seconds
But Rob paid 15,000 of that. So that leaves 1255 plus potentially another50 outstanding.
18:32
18 minutes, 32 seconds
Yes. So yes, approximately 125. Okay.
18:36
18 minutes, 36 seconds
Um so how personal guarantees have we ever asked for [cough and clears throat] any?
18:47
18 minutes, 47 seconds
At least it's not for nothing. You have him memorialized in a in a document with his signature. You know, I don't find
18:53
18 minutes, 53 seconds
him running away. I I Yeah, I don't see it either. What do you think?
19:02
19 minutes, 2 seconds
Think we got much of a choice, do we?
19:04
19 minutes, 4 seconds
As far as a personal guarantee, well, is there any up to me for 60 days?
19:11
19 minutes, 11 seconds
I'd give them 90 days and put some harsher wording in it.
19:16
19 minutes, 16 seconds
So, you know what I'm saying? Give you here.
19:19
19 minutes, 19 seconds
Does that make sense? I mean, you guys are the I'm a soda man. You guys are the legal guy. I think we're trying to come up with how we don't have a legal there is one small amount of leverage.
19:30
19 minutes, 30 seconds
We haven't we have not given the autocat files for the civil work.
19:36
19 minutes, 36 seconds
That would that wouldn't make sense until this was signed, right? So So we could have pulled that as collateral or will he need them right away?
19:46
19 minutes, 46 seconds
Well, like you need them pretty close.
19:50
19 minutes, 50 seconds
What if he asks for him right now because you're in open session? He just heard you have some appraisal is tight. So he's gone from
19:59
19 minutes, 59 seconds
certain banks now he's down with Beacon or something.
20:02
20 minutes, 2 seconds
He's been switch. So the financing is that's why he has to pull it out because the numbers don't work on the collateral and all that stuff.
20:10
20 minutes, 10 seconds
Well, what does happen? So he closes on the property and he doesn't pay them doesn't pay. But maybe you put something
20:17
20 minutes, 17 seconds
in there at the cruise the money charging them interest maybe after 60 days or Well, if he can't pay in the 60 days amount, what makes you think he's going
20:25
20 minutes, 25 seconds
to be able to pay us if you put interest on it?
20:27
20 minutes, 27 seconds
Yeah. Well, because I think he'll what he'll my guess is he'll probably cash flow. So, just out of operations of other entities or whatever that he can
20:36
20 minutes, 36 seconds
get in, then he would just pay it out of that.
20:38
20 minutes, 38 seconds
So, don't you think the I mean the 90 be safer for us? give him a little time and give or no I mean I'm just
20:47
20 minutes, 47 seconds
I mean I don't mind it's safer for him. Yeah.
20:49
20 minutes, 49 seconds
Well give him a better chance getting the money.
20:52
20 minutes, 52 seconds
Yeah that's true. So yeah you know it's better there and and maybe there then you know it's going to gather 10% interest per month or something like that after that.
21:02
21 minutes, 2 seconds
Yeah. We'll give you a little bit here but then we want this at the end right. You know if if by chance you don't. Okay.
21:09
21 minutes, 9 seconds
And then we hold the papers. I mean, yeah.
21:13
21 minutes, 13 seconds
You're talking to him. He's asking you to do this.
21:16
21 minutes, 16 seconds
He doesn't come to you and say, "I need six months. I need three months. I need two months to do this separate agreement." I mean, we're coming up with an agreement for him.
21:25
21 minutes, 25 seconds
Yeah.
21:26
21 minutes, 26 seconds
Nobody comes up with anything in concrete. He does. I don't I I think I don't know.
21:32
21 minutes, 32 seconds
So, I don't know. He just I I think uh he talked in terms of 60 days. So, you're 90 then it's more than fair. We'll give
21:40
21 minutes, 40 seconds
him 30 days more and then we charge him freeze period an interest rate that forces him to pay it right I guess
21:48
21 minutes, 48 seconds
we have the right to lean the project if he doesn't pay it I mean ultimately you're going to have
21:56
21 minutes, 56 seconds
he's lean to get his financing his final financing true so you know we can just lean it if he doesn't pay us
22:04
22 minutes, 4 seconds
and then you know he'll have to have a final take out have to pay us he asked for the I think it's kind of a confession of judgment.
22:12
22 minutes, 12 seconds
I think it's kind of hard. You say he's not talking to anyone. I think it's kind of hard when people see a person that's supposed to have all this cash flow to
22:20
22 minutes, 20 seconds
hit a brick wall and now all of a sudden your cash flow is a little shaky. I think that's a hard thing to talk about.
22:27
22 minutes, 27 seconds
So that's probably why he's not really discussing it with everybody. So I think showing 90 days shows a little grace on our part.
22:35
22 minutes, 35 seconds
Yeah, it does. I agree. Yeah, you got that, Bob?
22:40
22 minutes, 40 seconds
Okay. What? Uh, so a note payable in 90 days and then what's what happens after 90 days? So, an interest interest free note for 90 days.
22:50
22 minutes, 50 seconds
Yeah. And then what? 10%. 10%. Thought you were going to put a lean.
22:57
22 minutes, 57 seconds
Well, that's if he doesn't pay. I mean, we got the interest rate. If we go down the road and he doesn't pay, we can lean the project. Okay.
23:06
23 minutes, 6 seconds
We could also the acred interest so that we charge him the the interest that would have occurred during the 90 days if he doesn't close if he doesn't pay within 90 days.
23:15
23 minutes, 15 seconds
Not just start interest but go back in like that. That's right. Okay.
23:21
23 minutes, 21 seconds
And then I guess to your point about leaning the property if he doesn't pay we'd have to bring a lawsuit. We'd have to sue him under the note and then we
23:29
23 minutes, 29 seconds
could take a judgment and file the judgment against the property.
23:33
23 minutes, 33 seconds
Okay. I don't think you would let it get No, we got to get messy like that.
23:39
23 minutes, 39 seconds
So So Melanie, you going to use like approximately 126,000 or approximately 125? It doesn't matter, right?
23:45
23 minutes, 45 seconds
Yeah, he's pulling out of the purchase agreement.
23:50
23 minutes, 50 seconds
Yeah, I think it's I think it's it's going to end up $950 more than the number you have, but whatever whatever's maybe approximately $126,000.
23:58
23 minutes, 58 seconds
It's actually $126,526.667. with the 950.
24:06
24 minutes, 6 seconds
He had the 950.
24:08
24 minutes, 8 seconds
Yep. That's included approximately. Okay.
24:11
24 minutes, 11 seconds
So, he has he has cash flow problems of $126,000.
24:15
24 minutes, 15 seconds
No, these are engineering fees. He's supposed to reimburse us for at the closing because of some bank financing.
24:24
24 minutes, 24 seconds
I I apologize for being late. Maybe I should have come.
24:27
24 minutes, 27 seconds
We just thank you for being [laughter] five minutes later.
24:32
24 minutes, 32 seconds
I don't necessarily share that the perspective with regards to giving anybody leave the I think you you establish a terrible precedent with
24:39
24 minutes, 39 seconds
regards to what you intend to do. And if you're going to do it, then follow a mortgage.
24:46
24 minutes, 46 seconds
Create a lean status not by way of a judgment, but create a lean status by way of the transaction.
24:54
24 minutes, 54 seconds
That's the way I I I I would do it. I would never just have somebody sign the note. I don't care what their name is.
25:00
25 minutes
It has nothing to do I have a great relationship with Bob Rabes Bes. So um it has nothing to do with Robes but it
25:08
25 minutes, 8 seconds
has to do from my standpoint from a legal standpoint in terms of protecting your interest. Why should we sue somebody?
25:15
25 minutes, 15 seconds
You know lawyers look at everything from a worst case scenario not a best case scenario but you're going to protect yourself from a worst case scenario not a best case scenario. If everything was
25:24
25 minutes, 24 seconds
a best case scenario there would be no orders.
25:27
25 minutes, 27 seconds
So from my my perspective if have him sign a mortgage I don't know have him sign a mortgage and lean the property
25:36
25 minutes, 36 seconds
and and if in fact he doesn't pay there's your leverage no lawsuits no no bad publicity in in in the in the media
25:44
25 minutes, 44 seconds
with regards we had to go out and and sue somebody whether his name's Ash Smith Jones whatever it may be and we protected ourselves without having to to
25:53
25 minutes, 53 seconds
file any lawsuit. Do you think that his financing bank will b at that to have another mortgage?
26:02
26 minutes, 2 seconds
Oh, he's going to he's going to he's going to he's going to repay it in 90.
26:06
26 minutes, 6 seconds
Yeah, but that's the problem. I think I think when he's going and I see what you're saying, but I think the problem is he's going to this bank for all this money and he doesn't want to keep that.
26:18
26 minutes, 18 seconds
Doesn't want the bank to see that because he must be having a problem getting the money.
26:22
26 minutes, 22 seconds
What? What? What it does doesn't that doesn't that raise other issues? If $126,000 is an issue here, where does it stand
26:31
26 minutes, 31 seconds
with regards to his ability to to finance the project as a whole? I mean, he's got be honest with you guys, he's got some deep pockets.
26:41
26 minutes, 41 seconds
We're we're we're not a bank. We're not a bank.
26:46
26 minutes, 46 seconds
I I I I'm sorry. I I just want to get I want to get this closed. I wanted to get the building
26:53
26 minutes, 53 seconds
closed and then it's in his hands. This we keep hanging on to this, hanging on and it's it just [clears throat] it drags.
27:01
27 minutes, 1 second
Listen, I I spoke in my piece. No. And and you you make a lot of sense.
27:05
27 minutes, 5 seconds
I'm just saying I'd give him the 30 I'd give him 90 days instead of 60 and then kind of like we did with sale on the building. We gave him extra time. You
27:13
27 minutes, 13 seconds
didn't show up. Now you're done. You know what I mean?
27:16
27 minutes, 16 seconds
We show goodwill. It's not like we got 20 biders coming do all this stuff. Okay.
27:22
27 minutes, 22 seconds
So, but he's already Joe, with all due respect, he's spent a lot of money. He's he's got he's got as much risk in this in terms
27:31
27 minutes, 31 seconds
of losing the risk and that's why I think but I I just that's why I think for this small amount of money, I I don't think it's really a problem that he's not going to pay.
27:40
27 minutes, 40 seconds
So, so let let me just I'm gonna play devil's advocate. Okay. I'm I'm going to be uh who's the guy from Tavalo?
27:48
27 minutes, 48 seconds
Yeah. So, guys, if if I knew that you're going to you're I was going to be able to take a short-term note up with you guys so that
27:57
27 minutes, 57 seconds
I could do my engineering and do my due diligence. Christ, I I would have taken advantage of it, you know. And he's right. It's it's I
28:06
28 minutes, 6 seconds
think you're establishing a terrible precedent. We're not a bank. We're not a bank. We're in the business for of of trying to pedal is not to fund somebody
28:15
28 minutes, 15 seconds
because the first question that I would ask if I read an article well he can't pay 126 he doesn't have cash flow at 126
28:24
28 minutes, 24 seconds
why is he even doing decent how's he doing 26 million Bob Melanie your thoughts on Bob's
28:32
28 minutes, 32 seconds
suggestion well I think we agree with Bob that there you know we we don't really have leverage we built it into the PSA
28:40
28 minutes, 40 seconds
intentionally as a condition to closing that he pays those stranded invoices.
28:44
28 minutes, 44 seconds
So, this is a request to take it out of our contract and put it somewhere else without that leverage. Um, I mean, yes,
28:52
28 minutes, 52 seconds
f, you know, we could have him sign a mortgage. We could maybe not record it immediately, but record it when he doesn't pay. That would interfere with
29:00
29 minutes
his financing whether it's postclosing with the bank or pre-closing with the bank. It would show up as a lean on the property. Um, so that would interfere
29:09
29 minutes, 9 seconds
with his ability to get financing at that point.
29:12
29 minutes, 12 seconds
Um, if you were to actually foreclose, you know, that would take legal action like filing.
29:18
29 minutes, 18 seconds
Yeah. And and I I don't I and you talked to him about this too, right? I don't I think it was because it was different banks, not the ability to pay really,
29:26
29 minutes, 26 seconds
right? But we again the leverage we could hold is the the we could hold any all the CAD files until such time he
29:34
29 minutes, 34 seconds
pays you know or you know like Melanie said I have a mortgage and we're not going to file it unless he doesn't
29:42
29 minutes, 42 seconds
pay us a 90day I don't think we bring up CAD files. I mean, he may not.
29:50
29 minutes, 50 seconds
What's the 90 days have to do with him?
29:52
29 minutes, 52 seconds
I mean, in 90 days, all of a sudden, he's magically going to have $126,000 more than what he has today.
29:58
29 minutes, 58 seconds
That's what he told him. He's going to pay. That's what he wanted to pay. Yeah. He said 60.
30:02
30 minutes, 2 seconds
He what he mentioned to me, just to be clear, he said whatever time frame the board is comfortable with. He didn't
30:11
30 minutes, 11 seconds
because he explained it as there's a different bank with regard to property purchase versus construction and he was
30:19
30 minutes, 19 seconds
using construction draws the construction bank whatever for the engineering cost that's what I understood
30:27
30 minutes, 27 seconds
he's got how many funders has he got in this thing there's a he's got a lot of about this log of
30:35
30 minutes, 35 seconds
put in the different do we anticipate do we anticipate that the transaction is going to be in a position to close within that 90 days.
30:44
30 minutes, 44 seconds
Well, we're he wants to close then 90 days to pay that.
30:48
30 minutes, 48 seconds
I understand it. But listen, there are a lot of there are a lot of moving parts to when you're dealing with bureaucracies in terms of funds. I mean,
30:57
30 minutes, 57 seconds
it took I I got a closing I got a funding award and it took me a year to close. So, the real question I have is
31:04
31 minutes, 4 seconds
he really going to be able to close in 90 days?
31:08
31 minutes, 8 seconds
Why don't you uh why don't we adjourn this and call for a meeting and have him come here next week meeting next week and get in here.
31:20
31 minutes, 20 seconds
I think we got to move this one way or the other.
31:23
31 minutes, 23 seconds
I mean, we the mortgage thing I think fits the kind of in between what Bob's saying and what
31:31
31 minutes, 31 seconds
are saying he's got the fin I mean we've seen the funding sources Jack and I through the IDA. I mean, he's got all the funding in place that you know he's got the $22 million in place.
31:41
31 minutes, 41 seconds
Yeah, we have commit we have commitments for the That's why that's why I don't want to fight over 125,000 if he's got that money. I mean,
31:50
31 minutes, 50 seconds
well, then just call the question. If you guys you guys got the votes, call the question. I'm voting. No, but you go call the question.
31:57
31 minutes, 57 seconds
You guys, he's got the money to do the building. Mhm.
32:02
32 minutes, 2 seconds
So, he's going to owe us 125,000 and he's going to pay us in 60 days and he's got well, he's got the money through the grants to pay us. He just
32:10
32 minutes, 10 seconds
doesn't have it to close on this purchase agreement. So, I think you just got to ask him one question.
32:17
32 minutes, 17 seconds
Is he going to be able to close in 90 days?
32:20
32 minutes, 20 seconds
Well, I think Melanie addressed that pro probably before you walked in.
32:23
32 minutes, 23 seconds
I You're asking about closing on the property.
32:26
32 minutes, 26 seconds
Yeah. Closing on the transaction. He's got it appears that there's two transactions, property closing and construction or there maybe they're usually they're they're intertwined and they're one.
32:35
32 minutes, 35 seconds
Well, there's the closing on the property and then he starts his construction. He's got a final takeout, right? On this
32:43
32 minutes, 43 seconds
I would assume that the the money for repayment of the $100,000 is on the construction end and not necessarily the acquisition. Correct. Correct.
32:51
32 minutes, 51 seconds
That's a false. Yeah. Well, my my my question is Bob and Melanie, is he going to close on the construction within 90 days?
32:58
32 minutes, 58 seconds
We don't have any information about his construction financing closing.
33:04
33 minutes, 4 seconds
We only are dealing with the acquisition of the propert.
33:07
33 minutes, 7 seconds
Do do we do do are you in possession of a commitment on the construction financing?
33:12
33 minutes, 12 seconds
No, there's no commit. There's no commitment for financing on this on the acquisition.
33:17
33 minutes, 17 seconds
Okay. Well, how do you guys know? He's been at the IDA with all the different funding sources he has, the different
33:25
33 minutes, 25 seconds
banks and all the government grants and Bob's probably more aware of all these programs. So, is it is it is it
33:34
33 minutes, 34 seconds
I really think that Bob and Melanie should be privy to the financing document because they're
33:42
33 minutes, 42 seconds
they're they're making a they're they're going to align whether or not they concur with what's uh being proposed.
33:50
33 minutes, 50 seconds
So, I I think that any uh resolution that you put in front of the board should be contingent upon securing
33:57
33 minutes, 57 seconds
permission to release th those the funding documents that you have at the IDA so that council can can review it to
34:05
34 minutes, 5 seconds
ensure that uh they concur with what's being proposed here.
34:11
34 minutes, 11 seconds
Not trying to put words in your mouth, guys, but that's that's I'm not sure I'm not sure I'm following that. I think this repayment of the 126
34:19
34 minutes, 19 seconds
is currently is currently part of the of Rob's acquisition. Rob is asking to remove that as part of the acquisition
34:27
34 minutes, 27 seconds
and instead basically push it down the road 60 days maybe and pay back LDC
34:36
34 minutes, 36 seconds
separate and apart from his acquisition postclosing on the land. He he would like to move that payment requirement
34:44
34 minutes, 44 seconds
after he owns the land. we would be LDC would be out of it at that point, right? So, so then we talked about
34:53
34 minutes, 53 seconds
how do we secure that? We suggested a a personal guarantee. Uh a mortgage was suggested as well.
35:01
35 minutes, 1 second
So, you know, we're just trying to give this board different ways of of thinking of people have already sold the property,
35:09
35 minutes, 9 seconds
right? And but I don't see the LEC being out of it in light of the fact that we we've we've [clears throat] essentially loaned him $120 something thousand.
35:20
35 minutes, 20 seconds
Yes, that's right. And so we what we have originally suggested was the guarant the personal guarantee of Rob and then in discussions with you this
35:29
35 minutes, 29 seconds
idea of a mortgage that would be recorded if he didn't pay. But you know it's a it's a business decision this board has to make if if they're
35:36
35 minutes, 36 seconds
comfortable with it or not. I mean again we had it originally set up as a condition of closing.
35:44
35 minutes, 44 seconds
What was it? What was what was his reaction to the personal guarantee?
35:49
35 minutes, 49 seconds
We have a he doesn't know anything about it. Okay.
35:56
35 minutes, 56 seconds
See, I think we're we're done. I agree with Joe. We're down the road with this thing. I I get your concern and I get
36:03
36 minutes, 3 seconds
that you're against it, but I think I think we have to move this to keep this project moving or, you know, we could be down the road another 30 60 days with the hell knows what's going to happen.
36:13
36 minutes, 13 seconds
You know, could his financing on this whole project fall apart with the midterms coming and all the other stuff that's out there. We can get him to sign
36:21
36 minutes, 21 seconds
a mortgage that we can file on the project if he doesn't pay us, you know.
36:27
36 minutes, 27 seconds
Well, and I agree with you. There's just so much. There's nothing in I mean, you're saying you see his money. If you got his If he's got his money, I got no
36:36
36 minutes, 36 seconds
He's We're about 26 million and he's going to come up with that money. He's going to owe us 125,000 after. I don't
36:44
36 minutes, 44 seconds
have a problem with that. But does he have that money? Is he going to close in 90 days? Everybody's I don't know. I
36:50
36 minutes, 50 seconds
don't know. I don't know. I mean, if we know he's going to close in 90 days a while ago that they
36:59
36 minutes, 59 seconds
don't think that it's too, but nobody's telling me two lawyers up there saying they didn't see his funding. They're saying that they don't
37:08
37 minutes, 8 seconds
have to see it because there's no it's it's there are no conditions finance. That's right.
37:14
37 minutes, 14 seconds
He just agreeing to buy the land. We're selling him the land for a total of $458,150.
37:23
37 minutes, 23 seconds
He has to give us that money. As part of the contract, he was also supposed also supposed to give us $126,500
37:32
37 minutes, 32 seconds
for the stranded invoices. So, this discussion is just to move that $126,500
37:39
37 minutes, 39 seconds
payment to a postclosing. And I just want to be clear, post title closing, not his construction financing. That's
37:47
37 minutes, 47 seconds
something he's going to do when he owns the land, not deal. That's a different closing.
37:54
37 minutes, 54 seconds
So, what do you guys think? Do you think it's a safe trans um transaction?
38:00
38 minutes
Well, I I told you we we would be really bad lawyers and you'll bring a malpractice claim if we don't tell you you need to secure this, right? That's
38:08
38 minutes, 8 seconds
that's just generally, you know, lawyering 101. And I, you know, how do we secure guarantee line credit
38:17
38 minutes, 17 seconds
mortgage? Um, we've seen it in more detail than that,
38:25
38 minutes, 25 seconds
Bob, though. That's that was our that was our application.
38:28
38 minutes, 28 seconds
We got a lot of skin in the game. I I I just don't want to create a precedent that we're we're we're we're a lender in any transaction. That's I mean that's
38:37
38 minutes, 37 seconds
you know that's that's a slipper slope of that you know life's all about perception not about truth. They don't give a whether
38:46
38 minutes, 46 seconds
he's investing $6.55 million and it gets in the wrong hands and they're going to say oh you're a bank to rob
38:53
38 minutes, 53 seconds
they just don't like that those kind of negative perceptions misperceptions.
38:59
38 minutes, 59 seconds
If you listen, I I would I would vote yes. And you guys obviously got the vote. So really, but if if in fact you
39:06
39 minutes, 6 seconds
collateralize and secure the $126,000, I think that that is showing that you have done your due diligence to protect the best interest of the LBC.
39:17
39 minutes, 17 seconds
Right. I agree with you.
39:20
39 minutes, 20 seconds
That's why the only reason when you guys were originally talking 60 days, I said 90 myself to make it. So, we'll get a
39:29
39 minutes, 29 seconds
mortgage. We won't record it for 90 days. If he, you know, if he doesn't he pays us, we'll never we'll never record it. Right. But, but I got a feeling in
39:38
39 minutes, 38 seconds
90 days we're going to kind you know, this is kind of, you know, it took us time with the other with the hotels and all that went on. I could see I don't I'm I don't know a whole lot about this stuff.
39:48
39 minutes, 48 seconds
I can see you guys deal with it every day. I could see how all these contractors and these things work. They they keep pushing it down the road till
39:57
39 minutes, 57 seconds
the last minute. I mean, look what we did before they closed at that building over there. We went on for years, a we right and every time we come here there
40:05
40 minutes, 5 seconds
with a different plan on what they were doing and and it and it it worked out. I guess there must be a strategy in it that quite frankly I don't really know
40:13
40 minutes, 13 seconds
about. But obviously there's got to be reasons why they're doing it.
40:18
40 minutes, 18 seconds
kind of like Bob said, he does have a lot of skin in the game and you know why don't we get a motion to move the
40:26
40 minutes, 26 seconds
project subject to a mortgage that will be filed in 90 days if the 126 isn't paid in full with a note.
40:38
40 minutes, 38 seconds
With a note with a note and he's telling you that he told you that he needs whatever the board wants. He
40:45
40 minutes, 45 seconds
just wants that 125 pulled out and he'll take he'll pay that off separately because now what he's saying whatever the board
40:53
40 minutes, 53 seconds
wants he's not saying that okay the board says five years he's in a matter of days 30 60 90 like that right
41:01
41 minutes, 1 second
that's what he was thinking 30 60 90 12 whatever whatever he didn't that's we'll say the 90 with the unfiled mortgage I need a motion
41:11
41 minutes, 11 seconds
I'll make that a motion but I I won't say this guys if If if this was me
41:18
41 minutes, 18 seconds
making the request, I'd have my ass in this room with my lawyer to address questions. I think I think it's
41:25
41 minutes, 25 seconds
disingenuous, hypocritical and disingenuous for a guy that's asking us to deviate from normal practice,
41:33
41 minutes, 33 seconds
subject ourselves to some type of scrutiny. Okay, Rob Bash gets his way.
41:38
41 minutes, 38 seconds
He owns the the Nexus Center. He owns Adorand Bank Center. He's got all these ventures in North Utica and here we go
41:46
41 minutes, 46 seconds
again. Sweetheart deal for Robesh. He should have his ass in a chair here to to so that we we talk to him. We look
41:54
41 minutes, 54 seconds
him in the eye. He looks us in the eye and he gives us the rationale. Not true.
41:59
41 minutes, 59 seconds
I'm not saying Paul that you don't you're you're misrepresenting what he said, but he it should
42:07
42 minutes, 7 seconds
instead of somebody else's lips. That's that's wrong. But I'll make that motion.
42:15
42 minutes, 15 seconds
Ben, can I just run through because there's there's two other things you need to state if we're going to do I'm going to rattle off what should be in
42:23
42 minutes, 23 seconds
the resolution what should be in the motion in the second then voted on. So you you'd be looking for a resolution to
42:30
42 minutes, 30 seconds
amend the purchase sale agreement to remove the stranded engineering c cost from the purchase sale agreement.
42:38
42 minutes, 38 seconds
Then uh al also authorizing VIN to negotiate and execute a note and side agreement with buyer requesting payment
42:45
42 minutes, 45 seconds
of stranded engineering costs incurred and acred uh within 90 days of the real estate
42:53
42 minutes, 53 seconds
closing and also authorizing VIN to terminate the related engineering agreements with the LDC with the Udagar Development Corporation.
43:04
43 minutes, 4 seconds
And then third um conditions of the note uh uh to acrew interest at prime
43:12
43 minutes, 12 seconds
uh set interest to be forgiven if if it's paid on or before 90 days uh and uh
43:20
43 minutes, 20 seconds
to be secured by a mortgage uh if not paid within 90 days.
43:26
43 minutes, 26 seconds
Can can you can you add Bob in there that time is of the essence relative to the 90 days?
43:33
43 minutes, 33 seconds
Yeah, I think the note would the note terms would say that but we'll make sure it's in and Melanie the 950 was related to different purchase order. So it's
43:42
43 minutes, 42 seconds
original amount that you had in your was correct. So the one 25 whatever 576. Okay.
43:50
43 minutes, 50 seconds
1257 125 576 6.67. Okay. So we'll put in the in the
43:58
43 minutes, 58 seconds
minutes and in the resolution um yeah um acred uh unpaid and acred fees totaling $125,5767.
44:14
44 minutes, 14 seconds
Right. Do we move it now?
44:24
44 minutes, 24 seconds
Yeah. Second. Phil. All in favor? So moved.
44:31
44 minutes, 31 seconds
Is that it for motions? Wants to get up. You can go. Yeah.
44:38
44 minutes, 38 seconds
Well, I think I think I think you are Are we going to take the
44:45
44 minutes, 45 seconds
Who didn't call Bob? [laughter] I the RFI we're going to table to next
44:55
44 minutes, 55 seconds
time because the mayor has requested we entertain some other options. Okay.
45:01
45 minutes, 1 second
Okay. So then we'll what is his goal actually to start working on this building?
45:06
45 minutes, 6 seconds
Well, I think he wants to own have somebody the city or the LBC own it for so there's access to it for the city and for people like that.
45:16
45 minutes, 16 seconds
No, no, no, no. I'm talking building.
45:18
45 minutes, 18 seconds
When's his plan to start building and doing stuff soon?
45:22
45 minutes, 22 seconds
Oh, yeah. Yeah. I think he wants to get in spring at the latest.
45:26
45 minutes, 26 seconds
Oh, yeah. He's he's antsy to get what's his what's his what's his ETA of uh of construction? 18 18 months.
45:37
45 minutes, 37 seconds
Yeah. 18 months.
45:39
45 minutes, 39 seconds
When you say get in get in the ground in the spring. Yeah.
45:43
45 minutes, 43 seconds
Don't forget the on the other side that's pushing him is Aquavino has is
45:49
45 minutes, 49 seconds
probably down to like 18 or 19 20 months uh still on his lease. So he doesn't
45:56
45 minutes, 56 seconds
want to necessarily he doesn't want to necessarily shut down operations there for a month or two or something. You kind of lose your
46:04
46 minutes, 4 seconds
business. So he wants to transition, you know. Okay, look everybody, all hands on deck. We're doing this on a weekend.
46:10
46 minutes, 10 seconds
Let's go. And then moving everything over, getting it all set up.
46:14
46 minutes, 14 seconds
So that's kind of one of the drivers I think that why he wants to get moving, right? So he has that in hand. Yeah.
46:21
46 minutes, 21 seconds
And it's ready to go. Project.
46:30
46 minutes, 30 seconds
Yeah. So we'll we'll table the RFPI, right? And uh and look at top and look at a couple different ways to do that.
46:37
46 minutes, 37 seconds
We didn't What about Jones?
46:44
46 minutes, 44 seconds
Just back up on the bank. Are we put in there that we're not moving forward with a bank?
46:50
46 minutes, 50 seconds
We're not moving. We're going to pay it off at the closing. I've been we've been in contact with MBT. Okay. We just say been in contact.
46:57
46 minutes, 57 seconds
Yeah, he's I got to email him in the morning and let him know what happened. All right. Thank you. Who you know? Who are you going to email?
47:06
47 minutes, 6 seconds
Who are you going to email? Rob, has she closed that? They were really close, right? Did they close?
47:11
47 minutes, 11 seconds
Oh, they're close. I got to check what's happening. Jones City closing with Jones. Okay.
47:17
47 minutes, 17 seconds
They were really, really close. I don't know where if we did that, you you would know.
47:20
47 minutes, 20 seconds
Yeah, you would think. Yeah. Right. Yeah.
47:23
47 minutes, 23 seconds
So, I just put that you've been in contact with MBT and you'll now be moving forward with the Bank of Utica loan, correct? Okay. Update. Okay. Thank you.
47:33
47 minutes, 33 seconds
Uh, sorry.
47:34
47 minutes, 34 seconds
We had Jones that it's very close to closing with the city. Is it us holding up?
47:44
47 minutes, 44 seconds
It's probably agreement thing just working. Canal Corp grant.
47:50
47 minutes, 50 seconds
Canal Corp grant uh is we're we're in good shape with the plan set. Um, you know, the plan set's going to be done first week in September for sure.
48:00
48 minutes
Uh uh it's just we got to talk with um New York Power Authority and Canal Corp
48:07
48 minutes, 7 seconds
about whether they want to go out to bid. Um there's some change of use
48:13
48 minutes, 13 seconds
approvals that DC needs to do. Um we still have a title issue uh that
48:21
48 minutes, 21 seconds
Melany's working on with this point4 acre parcel. um you know we got the branding on the science but but so there's a [clears throat] few things
48:29
48 minutes, 29 seconds
that um we we want to bid while those are unresolved or wait till they're resolved and then bid you know I don't think it
48:38
48 minutes, 38 seconds
matters much because I think no matter what they're going to start construction early spring so if we bid September versus October
48:46
48 minutes, 46 seconds
it's I don't think it's going to make a difference but we're we're bidding this fall for for sure yeah and of course that's a city contract
48:54
48 minutes, 54 seconds
That's not now the LDC. That's city uh you know, under city.
48:59
48 minutes, 59 seconds
Uh National Grid, you know, we're meeting with them every other week. I I think we just started meeting with them every week so we can as we as we
49:07
49 minutes, 7 seconds
finalize this plan set. They're totally on board. Yeah.
49:11
49 minutes, 11 seconds
So, Brian, any update on the signs? I know that's a city thing. I know we talked last week, you guys. We're looking at something.
49:18
49 minutes, 18 seconds
Um we should have more at the next meeting. We're I think we finalized the logo and I just spoke to her I emailed
49:26
49 minutes, 26 seconds
her today some ideas I Chris and I have had about the sign.
49:36
49 minutes, 36 seconds
Anything else? We know who caller one is. No.
49:45
49 minutes, 45 seconds
Can the calling user number one identify themselves? They don't have to call them.
49:52
49 minutes, 52 seconds
Did you dial in as well, Bob? Melanie.
50:00
50 minutes
No, we That is not That's not us. We're just here. What? What was the question?
50:11
50 minutes, 11 seconds
There you go. Oh, it's Lisa. Okay.
50:14
50 minutes, 14 seconds
So, you got you called in and then you lost that video. Okay. What was silly?
50:18
50 minutes, 18 seconds
Oh yeah. Yeah, exactly. Sorry that Yep, that's question [laughter] again.
50:23
50 minutes, 23 seconds
Just one update on this. Our next meeting is September. Just click on the link Jack provided. That's all. Okay. September 16th.
50:30
50 minutes, 30 seconds
September 16th. The second Wednesday. You guys make me call my council.
50:39
50 minutes, 39 seconds
[laughter]
50:41
50 minutes, 41 seconds
All right. Motion to adjurnn. Second. Joe. All in favor?
50:46
50 minutes, 46 seconds
Thanks guys. Thank you everyone. When I submit my
50:54
50 minutes, 54 seconds
[laughter]
50:54
50 minutes, 54 seconds
Yeah, I was thinking pass down.