SMDC Board Minutes 2018

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BOARD MINUTES 2018 CALENDAR YEAR February, April, June, August, October

BOARD MINUTES February 2018

Snowy Mountain Development Corporation Board of Directors Meeting Wednesday, February 21, 2018, 10:00 AM SMDC Conference Room, Lewistown, MT

Attendance: SMDC Staff: Kathie Bailey, Karen Sweeney, and Carly Wheatley. SMDC Board Members: Ross Butcher, Carol Schaefer, Holly Phelps, Kay Klepey, Gary Barta, Sandra Jones, and Amy Angel. Call to Order: Chairman Ross Butcher called the meeting to order at 10:02 am. Introductions were made and new board members, Sandra Jones and Amy Angel were welcomed. Our other new board member, Sam Murnion, Mayor of Winnett was not able to attend. Minutes: Minutes of the October 18, 2017 meeting were approved as submitted (Holly/Kay). Financial Report:  Signature Card: Included in the Board packet is a list of our current accounts along with the approved signers. The Board approved to remove Kevin Myhre and add Holly Phelps to the 1st Bank of Montana account, the Bank of the Rockies account, and the Stockman Bank account. (Carol/Gary) 

Release of restrictions on Fergus County CDBG: Fergus County has provided SMDC with a letter releasing all restrictions on funds for SMDC’s revolving loan funds. These funds will now be marked as unrestricted.

Other financials: Currently SMDC is at a negative net income around $55,000 which is why raises were not given in December. We do have over $60,000 of funds we have not received meaning we have a net of $5,000 but we would like to have a larger positive net income. Usually we are sitting a little more comfortably financially with a larger cash flow and will continue to work to get back into that position. Sandra motioned to approve financial report, Holly seconded, the financial report was approved.

Executive Director’s Report:  Residual effects of Creekside project: Karen Sweeney provided an overview of the Creekside Marketplace & Pavilion project in Lewistown and discussed direct and indirect benefits projects like this have in a community. She also provided the Board with a fundraising guide that they can use in their communities. Board Sharing Time:  Gary: Wheatland Counties Army Reserve building is available and is a great space for a potential business with half the space available for a shop and the other half available for offices. Gary also discussed the FEMA buyout happening in Musselshell County and the positive impact that will have on the community. He did say that he has had discussions with younger families in that area who have expressed that they do not feel connected to the Roundup community. He suggested inviting everyone to the table to participate in activities and give them more opportunities to be active in the community. 

Holly: Lewistown currently has a lot of positive movement happening with the Creekside Marketplace & Pavilion project along with many private investments happening. Page 1 of 4

Sandra: Musselshell/Roundup is currently working on a lot of projects including the Historic Renovation Plan, determining next steps with the Downtown Master Plan, Phase IV of the Water Distribution System project. They are also working with MDT on plowing Main Street, and the School Board just voted to form an agreement with Randy Haffer to sell him the older section on Central School to be redeveloped into apartments. Additionally, Roundup is looking at implementing a TIF, TEDD or BID in their downtown. Holly suggested Sandra also look into tax abatement for businesses who do some redevelopment.

Kay: Golden Valley County is getting a brewery where they utilized crowd funding to act as match towards the county's CDBG loan fund.

Ross: Fergus County is currently working on various road and infrastructure projects. Ross will be going to Great Falls next week to discuss the missile upgrades and to discuss how that will affect housing and if there is an opportunity for the Berg property.

Amy: Musselshell/Roundup is currently working on a FEMA buyout project. They no longer have a DES coordinator but currently have 2 part-time people and Amy trying to move the project forward. They can’t use any Federal funds towards match so any assistance with state DEQ funds or other funding opportunities would be greatly appreciated. There is also discussion of creating a community garden which will be located on one of the FEMA lands since those lands have to be used for greenspace. Within that FEMA project the Riverside fishing access is still being discussed but is currently having issues with Fish and Game. The county could create the fishing access, but would be required to put in a restroom. Amy also discussed the redevelopment of Central School.

Carol: Winnett is working on a community center.

Public Input: None. Old Business:  EDA RLF request of $250,000: We are down to about $100,000 of RLF funds available through our existing accounts. SMDC intends to apply to the EDA for additional RLF funds that can be used in all six counties and qualify under disaster. We will have up to 3 years to loan out these funds which Kathie feels is very feasible. SMDC plans to request $250,000 from EDA which will need to be matched. Holly moved to increase the amount of RLF request to $250,000 with a match of $250,000 totaling $500,000, Sandra seconded, motion approved. 

SMDC EDA RLF Policies & Procedures: SMDC staff made changes to current RLF policies and procedures to meet the requirements for the EDA RLF. Kathie reviewed the changes with the Board. Bob Giese felt that we should adopt these for all of our RLF funds to stay consistent. Holly motioned to approve the changes as amended by Kathie for the RLF Policies and Procedures, Carol seconded, motion approved. Coal Country Coalition & Upcoming Workshops: There is a workshop April 18 & 19 in Billings sponsored by MACO/NACO. Also the Burton K. Wheeler Foundation will be hosting a workshop in Billings on April 6. Kathie encourages the Board to attend at least one of these workshops especially the one on April 18 & 19. Winnett Accounts Receivable: After the October SMDC Board meeting we asked Winnett to pay back funds owed in three payments in three years. They ended up paying us back in full before the end of the year closing out their accounts receivable for that project. Page 2 of 4

Big Sky Trust Fund (BSTF): Kathie stated that SMDC staff have three active projects and have just closed out another.  Reid’s building – Lewistown: Currently working on getting this completed by April. Staff are also working with them on a USDA Reap and Northwestern Energy Efficiency Grant.  County Seat Café (formerly the Megahertz building) – Lewistown: Currently open, but we have yet to have much happen because we are waiting on information from the business.  Musselshell County Schools: Originally we were going to put in the request for planning funds for the pool, but after discussion with the school, it was decided they wanted to include the whole facility. Because of this we pulled the BSTF application and are waiting to see if CDBG will open up a planning grant since BSTF has no planning grants available at this time.  Creekside- SMDC recently closed out the BSTF for this project.

Brownfield Cleanup & Assessment Grants: SMDC has approval for three of the four projects including LaFountain, On Your Way, Beigel Bar, and Farmers Union which is almost approved. We are also finalizing the Quality Assurance Protection Plan then projects can begin.

RCAC: They currently have funds from SBA prime to work with Community Coordinator groups to help with additional capacity in the organization. They have asked if SMDC would like to utilize their resources. They would help us in applying to become a Certified Development Funding Institution which opens up opportunities with the Treasury that we currently can’t utilize. They would give us a $15,000 grant to move forward with this. If CDFI doesn’t work, we will have to find another activity to meet RCAC’s requirement. Sandra motioned to accept the $15,000 from RCAC, Amy seconded, motion approved.

Other:  March 12th: Women Lead Central Montana workshop at Jacks Hanger in Lewistown from 9am-4pm. 

Leadership lower Musselshell: We have 11 participants in this session. SMDC may do the same three sessions in Wheatland and Golden Valley County next year.

Leadership Central Montana Reunion: Held on March 28th with Olympian and National Championship Coach Sherry Winn as a guest speaker.

New Business:  Great Falls Development Authority Letter: Communication between SMDC and Great Falls Authority was discussed with the SMDC Board and no further action is desired at this time. 

USDA RCDI Application for 2018- Last year SMDC applied for the RCDI grant but was denied. USDA has suggested we reapply this year. There may also be an RBDG grant through USDA that we could also apply for. They will require a resolution if we do apply. Amy moved to allow SMDC to apply for these grants, Sandra seconded, motion approved.

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Other:  August/September: Some SMDC staff have things coming up in August that will slow down our operation for a while. Kathie plans on taking a vacation in August/September and Carly will be having a baby. Due to this, there may be a decrease in staff time for projects so we will be cautious about taking on new projects during this period. 

June 5th: Municipal Summit in Roundup at the Commons at the Elementary School.

2020 Census: Pam Haxby-Coyte has asked Kathie to be the co-chair for the 2020 census with Lieutenant Governor Mike Cooney. This census is important because it will be online and it greatly affects our funding sources. The Board thought it was a great opportunity for our rural communities and if this opportunity is still available, the Board feels Kathie should accept.

CEDS Planning 2017- The CEDS is available on the SMDC website.

Announcements: The next board meeting is scheduled for Wednesday, April 11, 2018, at SMDC. Adjournment of Meeting: Chairman, Ross Butcher adjourned the meeting at approximately 12:33 p.m. Submitted by Carly Wheatley

Reviewed by Kathie Bailey, Executive Director 2/26/18

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Snowy Mountain Development Corporation Board of Directors Meeting Wednesday, April 11, 2018, 10:00 AM SMDC Conference Room, Lewistown, MT

Attendance: SMDC Board Members: Ross Butcher, Carol Schaefer, Holly Phelps, Kay Klepey, Tom Berry, Ian Reed, Sandra Jones, Garth French and Dean Blomquist. SMDC Staff: Kathie Bailey, Diane Pennell. Call to Order: Chairman Ross Butcher called the meeting to order at 10:02 am. Minutes: Minutes of the February 21, 2018 meeting were approved as submitted (Holly/Garth). Financial Report: 

Financial Reports: Finances were distributed showing a negative financial position of $82K. Kathie stated that additional revenues billed were $69K, which brings us to a bottom line of negative $13K. A non-cash bad debt expense of $15K was recorded – without which SMDC would have been in a $2K positive position. Although we are in a tighter financial position than normal, Kathie stated that we end up in the black nearly every year. Diane & Kathie followed up by explaining our allowance for doubtful accounts and loan loss reserve. Visual reports were also distributed showing that we are grant dependent and our major expense is people (payroll). Reports were unanimously approved (Sandra/Carol).

Loan Funds: The board reviewed a report displaying the fund balances for each of our loan funds (IRP, Fergus County, City of Lewistown and SMDC RLF). The report included the number and amount of loans outstanding in each fund and cash available for re-lending. There are 22 loans in 4 funds with $1.2M in loans outstanding and $128K available for re-lending, of which $100K has to be set aside as match for EDA. Kathie explained that she applied for an EDA application for more revolving loan funds (RLF) because the total cash available for re-lending is under $30K. SMDC does have discretionary organizational funds of $196K, which is a safety net for the organization. Brownfields loan funds were discussed separately as these can only be used for eligible clean-up projects.

Executive Director’s Report: 

Kathie Bailey Vacation Time: Kathie explained to the board that she is in the same position she was a year ago with vacation time and has not been able to use 25.67 of the vacation hours she has accrued over the policy limit as of 12-31-17. These vacation hours will be written off. The board expressed concern that she is unable to use her vacation, and Kathie noted that she will be gone for three weeks in August/September which will help. She added that she understands the implications of being an exempt employee.

EDA RLF: Kathie submitted a request for $250,000 from EDA for revolving loan funds, which will be matched by $150,000 from Fergus County Economic Development Fund and $100,000 of Fergus CDBG funds (currently on SMDC’s books). In the application the need was tied to drought for all six counties. Staff should hear by the first part of June. As discussed previously, this will help to provide additional lending funds for new and growing businesses.

Opportunity Zones: The Governor will be selecting 25 counties as designated Opportunity Zones. Four of our counties/cities qualified and two were submitted for consideration. These are Wheatland County and Page 1 of 4

a census tract that includes the City of Lewistown. The applications were submitted March 21st and staff should hear in a week or two. Since rural areas do not typically qualify for New Markets Tax Credits, Kathie is hoping that these Opportunity Zones, with the help of investors, will fill the niche and provide that needed financial lift to make borderline projects feasible. Board Sharing Time: 

Sandra: Musselshell/Roundup is currently working on a number of projects including creating a new water rights structure and adopting a downtown master plan into the City’s growth policy. They are also working on zone ordinances, which would create mixed zones. They are still in conversation with MDT on snow removal on Main Street.

Ross: Fergus County is working on combining dispatch with the City of Lewistown. Consolidation is the way of the future. City is already the 911 for three counties. Ross also reminded board members that the gas tax money might go away, so apply for specific projects occurring after July 2017. Fergus County signed on with an affordable emergency alert system called Nixle. Ross will keep the board posted as to its effectiveness.

Tom: The Coal Board helped with Musselshell County’s social services building. A challenge has arisen for the museum which is currently renting to the seniors and will lose that rent once they move to the social services building. FEMA buyout of property south of the Busy Bee is going forward with the hopes of putting in green space, including a fishing pond. Costs could near a half million. The shared DES coordinator position is working well.

Dean: Golden Valley is looking for three more FEMA grants for electrical generators for the fire halls and county building & working with Wheatland County on a Pre-Disaster Mitigation plan.

Public Input: None. Old Business: 

Brownfield Cleanup & Assessment Grants: SMDC has approval for four projects from EPA; two petroleum and two hazardous. On Your Way in Fergus County is one of the petroleum projects which has come in at a cost of $50K instead of the estimated $35K. The LaFountain property, Biegel Bar, and Farmers Union, are the other three. Ian added that Harlowton has three City buildings (Round House, Shop and Office) with asbestos that could use assessments and clean-up. Kathie suggested that if hazardous funds run out, these assessments could be moved to a Targeted Brownfields Assessment (TBA) which DEQ funds. Dean and Kay discussed the old Texaco Gas Station in Ryegate. Kathie said that assessments have been done on the property but the contamination may be migrating. She suggested meeting with the city and owner to discuss options. Redevelopment could be a Greenfields project. RCAC- SBA Prime Funds: Rural Communities Assistance Corporation (RCAC) has been working with SMDC on the Recharge Our Community (ROC) committees and projects. They have since granted SMDC $15,000 to (1) Complete one project to increase our agency’s capacity and (2) Complete a project that will further RCAC’s value chain. The following projects will meet the two goals: 

CDFI: Kathie has hired a temporary contract employee to help the agency write a grant in order to become a Community Development Financial Institution (CDFI) through the Department of the Treasury. SMDC is asking for $125,000 over three years to be able to access treasury funds – which we can not currently access - and New Markets Tax Credits. Opportunity Zones are also funded through the Department of the Treasury. Page 2 of 4

Nature Tourism: The second task will be completed by staff and the Nature Tourism ROC Committee. On April 24, at 5:00 pm in the Lewistown Library, SMDC and this ROC committee will host an informal social, open to the public, to collaborate on efforts to increase tourism. The hope is to come up with creative ideas where agencies and private industry/business work together better, which has been a successful approach in the manufacturing sector. There will be a follow up more in-depth meeting on May 16th at EOCM. This four-hour meeting will walk attendees through a value chain to grow an industry. Working together as a marketing group and packaging trips could be a positive outcome of the meeting. Effort is focused on Lewistown but open to all communities. They are hoping for 100 attendees. Board asked Kathie to bring nature tourism brochures to a board meeting.

EPA Supplemental : Kathie is busy working on an EPA grant application for an additional $400K in Brownfields Revolving Loan Funds (RLF) for petroleum projects. The projects SMDC has funded in the past have cost more than projections, due to more severe contamination, so Kathie is hoping EPA will have the funds to award the full $400K. These funds will be available 50/50 for grants and loans. The portfolio needs to maintain a 50/50 ratio of loans to grants, so although public entities are eligible for grants, they may also have a 0% loan component to comply with the portfolio requirements. Low interest loans are available to eligible and approved private entities.

USDA: The time is opening for grant applications. The following are applications Kathie is suggesting SMDC submit:  Rural Communities Development Initiative (RCDI): SMDC applied for this last year. Unfortunately, although the application was submitted, it was not reviewed by the agency in time and SMDC was not funded. Kathie suggested there is a good chance we could get these organizational funds this year if we reapplied.  Rural Energy for America Program (REAP): USDA Rural Development offers grants and loans through this program that help farmers and rural small businesses do renewable energy and energy efficiency work. Kathie has one application in for the Reid’s building in Lewistown, and possibly one for Central Schools in Roundup. The Moose Club in Lewistown was also suggested.  Rural Business Development Grant (RBDG): These funds would enable project feasibility studies or loans to businesses. This opportunity will open and close before our next board meeting. The board unanimously approved signing and submission of these three USDA applications (RCDI, REAP, RBDG) (Ian/Tom).

Coal Reliant Communities: Kathie and Carly will be attending this meeting on April 18-19th. NACO and NADO will be doing the training to help communities diversify in areas impacted by coal. There will be some basic economic development training. Projects: •

Creekside/Brewery: This project continues on at a good pace. A $100K CDBG application for training for the restaurant portion of the brewery, Central Feed Grilling Co. will be submitted through the City of Lewistown.

Harlowton Wetlands: When the railroad moved out, Harlowton was left with an oily mess. They are currently concerned about chemicals migrating into the Musselshell River. Young people in the area are working well together to combat the challenge and an RRGL application has been submitted. It could be a twenty year project. Page 3 of 4

Winnett Wastewater: Winnett is moving forward with modifications and improvements to their wastewater system, however, not a new one. Funding has been received from the Treasure State Endowment Program (TSEP) and the Renewable Resource Grant & Loan Program (RRGL).

Petroleum County: Community groups are working on a community center. SMDC staff are helping them with a CDBG planning grant. A group of young people are also working on an ACES time line. This will provide for a feasibility study on all land in Petroleum County being taken out of production. They are working on how to approach the problems of helping young farmers and ranchers get started as well as keeping the land in production. Grazing districts and grass banking were suggested.

Fergus County Growth Policy: SMDC staff are assisting with a CDBG planning grant to adopt a growth policy. The County will do an RFP.

Other Assistance Requests: Ryegate sewer was brought up. Kathie responded that she is aware and that the engineers from Great Western were working on the planning stages. Consultants typically take the project further.

New Business: 

June Annual Meeting: There is a conflict with the normal date for SMDC’s June annual meeting. The board agreed to change the date to Thursday, June 21st. Location suggestions included the Roundup Senior Center. Tom will check on availability. •

Budget Committee: One representative from each county typically sits on the budget committee. The committee meets just prior to the board meeting. Dean Blomquist, Ian Reed, Sandra Jones, Holly Phelps, Garth French and Carol Schaeffer were appointed.

Nominations: Ross, Holly, Dean and Carol were nominated for reappointment as officers by Tom. Elections will be at the June meeting.

CEDS: SMDC continues to use the goals and strategies of CEDS in all applications.

Brownfields Revitalizing Program (TAB): SMDC staff are hosting national experts on revitalizing properties from Kansas State University. The event will take place June 26-27 at the Lewistown Library. Two local sites were nominated for consideration: Creekside in Lewistown and Central Schools in Roundup. If selected, these sites receive in depth review from these experts. Announcements: The next board meeting will be June 21st; place and time to be announced. Sandra announced a June 5th Municipal Summit 9 a.m. - 4 p.m. Adjournment of Meeting: Chairman, Ross Butcher adjourned the meeting at approximately 11:55 a. m. Submitted by Diane Pennell

Reviewed by Kathie Bailey

Executive Director

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Snowy Mountain Development Corporation Board of Directors Meeting Wednesday, June 21, 2018, 10:00 AM Pine Meadows Golf Course, Lewistown, MT

Attendance: SMDC Board Members: Ross Butcher, Carol Schaefer, Holly Phelps, Ian Reed, Garth French, Paul, McKenna, Gary Barta, Richard Moe and Dean Blomquist. SMDC Staff: Kathie Bailey, Diane Pennell. Call to Order: Chairman Ross Butcher called the meeting to order at 10:30 am following the budget committee meeting. Minutes: Minutes of the April 11, 2018 meeting were approved as submitted (Garth/Holly). Financial Report: 

Financial Reports: Finances were distributed showing a negative bottom line of $52K, after loan funds expended. Kathie stated that additional revenues billed were $45K, which brings us to a bottom line of negative $7K. A non-cash bad debt expense of $15K was recorded – without which SMDC would have been in a $8K positive position. Projections are that SMDC will end up in a negative position at year-end, however we are in a good cash position. Diane described SMDC loan funds and Kathie discussed risk assessment in handling those funds. Reports were unanimously approved (Holly/Ian).

Budget: The budget committee recommended a budget for 2018-19 which was distributed. Kathie informed the board that the staff is in flux, as one staff member is taking extended sick leave. With additional new programs as well as the ongoing program demands, Kathie hired Sara Hudson as shortterm staff. According to Kathie, Sara has a great skill set for the organization and experience with Big Sky EDA and her own consulting business. Though our budgets usually are conservative on projected revenues and high on projected expense, this year there are two wild cards in the budget: CDFI and RCDI funding. SMDC, however, has over six months of cash reserves. Kathie additionally stated that it is crucial to keep our great staff and there was no wage increase last year. She also added that since the audit contract has expired, SMDC was informed those fees will increase. The board unanimously approved the budget as presented which includes $9850 in audit costs, $1500 for the tax return, fulltime and part-time staff increases with a wage adjustment for Carly and a 1% Christmas bonus, ongoing longevity bonus as well as 25% time for Sara Hudson. (Paul/Gary)

Executive Director’s Report: For time’s sake, the executive report was distributed and is attached to these minutes. Kathie added that Bill Thomas regrets to submit his resignation. Kathie & the board expressed their appreciation for his dedication and hard work on the board. Board Sharing Time: 

Garth: Garth is on the Ackley Lake Club Board, which is pushing development of the lake to keep it as a viable space for the long term. They are currently raising funds and working on projects to raise excitement, with the ultimate goal of expanding camping spots. Kathie suggested that SMDC may have direction for resources.

Richard: There is a group in Harlowton raising funds to refurbish the rodeo grandstands. So far they have raised half and will start construction next fall. Harlowton is over flood stage at the moment but no damage. Page 1 of 5 5554P5

The area received one third more snow than in 2011. 

Gary: He was in Roundup the day after the hail storm. Flooding occurring a little east. He covers all six counties as an appraiser and is seeing almost no homes for sale in Harlowton but a little improvement in real estate elsewhere. He is working on appraisals for FEMA in Roundup.

Paul: There is minor flood damage in Winnett. He has two other items to discuss later in the agenda.

Ian: Fiber optics are coming to Harlowton this summer throughout the county. Federal program that will give them better internet than most places in the state. The wetlands program is gaining momentum. Everyone wants their name on it, with new grants continuing to come. It is currently under water due to all the rain and obvious that it should all be wetlands.

Dean: Lavina is getting fiber optics while Ryegate got them last year. Golden Valley County plans to sign the third declaration of emergency from flooding and expects FEMA to be back in town in the next few weeks.

Ross: Fergus County Commissioners joined contractors at a meet ‘n greet regarding the Missile Stretegic Defense Alliance. They are in the RFP stage with start date projected as Fall of 2020. Upgrades will be on the hole (same footprint) and data capabilities. Boeing is still maintaining the MM3’s. 1st system due to be online in 2027. Berg Property need money for infrastructure. Ross suggested putting up mobiles for the missile crews or partnering with a contractor.

Holly: There is a developer looking at Berg. A couple are looking at Stonewood Estates. Lots of interest in old buildings. Creekside is moving forward. Town & Country Grocery coming fall of 2019. Burger King is coming sooner. Don’s is closing and Sports Center will be moving in.

Public Input: None. Old Business: 

EDA RLF: SMDC received verbal approval of award. It has gone through Denver and is now off to the federal level. With the match of $150,000 from Fergus County Economic Development Fund and $100,000 of Fergus CDBG funds (currently on SMDC’s books), this will give SMDC $500K in RLF funds.

CDFI & Opportunity Zones: Kathie has not heard anything on the CDFI application. The $125,000 of requested funds would come from the Department of Treasury. They also handle the Opportunity Zones. Wheatland County was approved. Kathie is asking for board help to get to investors once we have IRS rulings on Opportunity Zones.

EPA Supplemental : $400K in Brownfields Revolving Loan Funds (RLF) were awarded for petroleum projects. Some projects that will potentially be cleaned up with these funds are: On Your Way Gas Station in Lewistown, Farmers Union in Roundup and the Wetlands in Harlowton.

RCDI: This application has been submitted. Should hear by October of this year.

Rural Energy for America Program (REAP): USDA Rural Development offers grants and loans through this program that help farmers and rural small businesses do renewable energy and energy efficiency work. Lisa Wright was awarded A REAP grant for energy efficiency in the Reid’s building in Lewistown Projects:

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Central Feed Grilling Company–This brewery/eatery in Lewistown was just awarded $125K in CDBG funds for job training.

Petroleum County: 

Community Center: Group in Winnett is working on a multi-purpose building; a place for community events, weddings, family reunions and senior center.

ACES: Paul is on the board for ACES – which is a group concerned about the turnover in ag land. They are considering a grazing association and are also looking to find additional money to purchase ranches. The Nature Conservancy conservation easements may be an option. A grass bank would help make grass available to young couples getting started in ranching. Ranchers Stewardship Alliance out of Phillips County is a 501(c) (3) trying to do the same thing and the hope is to work under their umbrella. Discussion will be continued at the next board meeting.

New Business: 

Amendment to Conform to Disability Claims Regulation: SMDC’s 401(k) is required to add this wording into the plan. Approved (Dean/Carol)

Resolution authorizing Karen Sweeney to act as Interim Executive Director: During Kathie’s absence during her month-long vacation, Karen will act as ED. Approved (Dean/Carol)

Announcements: The next board meeting will be August 15, 2018 in SMDC’s conference room. Adjournment of Meeting: Chairman, Ross Butcher adjourned the meeting at 11:30 a. m. Submitted by Diane Pennell

Reviewed by Kathie Bailey

Executive Director

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Snowy Mountain Development Corporation Board of Directors Annual Awards Meeting & Lunch Thursday, June 21, 2018, 11:30 noon Pine Meadows Golf Course, Lewistown Attendance: SMDC Staff: Kathie Bailey, Bob Giese Karen Sweeney, Sara Hudson and Diane Pennell. SMDC Board Members: Ross Butcher, Carol Schaeffer, Dean Blomquist, Ian Reed, Gary Barta, Paul McKenna, Richard Moe, Garth French and Holly Phelps. Guests: Renee Stephens, (her mom and two children), Joe Eckhardt, Jay Nubson, Brian & Laura Obert and Randi Pompei. Welcome and Annual Report: Kathie Bailey, Executive Director, gave a brief year-in-review and welcomed the guests and board members to the 17th SMDC Annual Meeting. Kathie then introduced new employee, Sara Hudson, and acknowledged and thanked each of the SMDC employees for their contributions to the organization and its significant work. Call to Order: The meeting was called to order by Chairman Ross Butcher at 12:22 noon. Roll Call of Board Members by County: Judith Basin: Garth French (Cody McDonald absent, Bill Thomas resigned) Fergus: Ross Butcher, Holly Phelps and Gary Barta Petroleum: Paul McKenna and Carol Schaeffer (Sam Murnion absent) Wheatland: Ian Reed and Richard Moe (Harry Peck absent) Golden Valley: Dean Blomquist (Kay Klepey and Lissa Beatty absent) Musselshell: none present (Tom Barry, Amy Angel and Sandra Jones absent) Awards Presentation:  Business of the Year – Loco Creek Grill – Terri Ward  Educator of the Year – Jay Nubson  Project of the Year – Montana Business Assistance Connection (MBAC)  Partner of the Year – Make It Happen Skate Park

Nominating Committee Report: The following were nominated and unanimously approved as Officers for 2018-19 following a motion by Ian and second by Paul:  Chairman- Ross Butcher  Vice Chair – Holly Phelps  Secretary – Carol Ann Schaeffer  Treasurer – Dean Blomquist Revolving Loan Fund Committee Report: Bob reported on the status of SMDC’s revolving loan funds. A motion was made by Carol, seconded by Holly and approved by the entire board that the following SMDC RLF committee members be appointed or re-appointed::  Ross Butcher  Tom Spraggins  Joe Eckhardt  Jim Wier Jr. Page 4 of 5 5554P5

 Chad Robinson  Pete Moe  Nate Stulc Public Comment: None Adjournment of Annual Meeting: Ross said some words of appreciation for the efforts and many accomplishments of SMDC, Kathie and the staff. The meeting was adjourned by Ross Butcher at 1:10 PM.

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Snowy Mountain Development Corporation Board of Directors Meeting Wednesday, August 15, 2018, 10:00 AM SMDC Conference Room, Lewistown, MT

Attendance: SMDC Board Members: Ross Butcher, Carol Schaefer, Holly Phelps, Ian Reed, Cody McDonald, Gary Barta, Kay Klepey and Sandra Jones. SMDC Staff: Kathie Bailey, Diane Pennell. Call to Order: Chairman Ross Butcher called the meeting to order at 10:02 am. Minutes: Minutes of the June 21, 2018 meeting were approved as submitted (Cody/Ian). Financial Report: 

Budget: Kathie expressed the staff’s appreciation of the wage increase approved with the 2018-19 budget.

Financial Reports: Preliminary 2017-18 year-end reports were presented. Kathie explained that the balance sheet includes accruals at year end, including accounts receivable and prepaid expense. She discussed the allowance for doubtful accounts and how SMDC staff consider the adequacy of the amount. Currently there are two at-risk loans SMDC staff are tracking: the former owners of the Calvert and M & S Equipment Rental which has since closed its doors. Although the Calvert has sufficient collateral to cover the loan balance, Kathie added that the bank has foreclosed and there may be personal bankruptcy. If so, this could jeopardize SMDC’s position on the collateral. M & S Rental still has some assets to liquidate and has agreed to a work out plan. Bob continues to closely monitor these loans. Kathie explained that liabilities include deferred income, interest payable and sick and vacation accrued leave. The P & L shows a positive ending position of $37K, but after Brownfields loan funds expended the operational bottom line is -$8K, which is close to predictions. Reports were unanimously approved (Holly/Ian).

Fraud Discussion: Kathie pointed out to the board that she and the staff make every effort to have checks and balances in place to avoid potential for fraudulent activity. One example is how bad debt recovered from the Yamaha loan has been recorded. Ross asked where on SMDC’s financials the Brownfields loan to the City of Lewistown was recorded. Staff explained that the loan is in the Brownfields loans receivable. Staff and Ross, as Board Chair, have completed comprehensive fraud questionnaires annually for the audit.

USDA Compliance Review: USDA-RD staff asked for the board to complete compliance review forms which were distributed.

Audit: The annual audit is scheduled for the week of August 27 th. Kathie will be out of town on vacation, but she has confidence that the staff can handle the field work.

Executive Director’s Report: Kathie explained how the agency will handle her absence during her month-long vacation. Karen will act as interim Director, Carly will be monitoring Kathie’s email and staff have a list of who is responsible for each project. Kathie expressed total confidence and will stand behind all staff decisions. 

Brownfields: Kathie distributed a list of the Brownfields projects staff have worked on in our area since SMDC was first awarded the Revolving Loan Fund. Nineteen properties are back in production or on the tax rolls due to the clean-up funds. This project is making a big difference in the region. Access to this list is on the SMDC Page 1 of 4

website. Board Sharing Time: 

Sandra: Kathie and Sara have helped the City of Roundup move forward with a TIF District which is in the City’s master plan. Sandra added that she recently went to Washington DC, promoting the water project and looking to legislators to get the bill appropriated and funded. Discussion ensued regarding property taxes, income taxes and consumer taxes. Kathie added that demographics are changing, and in particular have changed in Winifred where rich property owners have moved in and pay income tax, increasing median household income. This affects grant and program eligibility.

Kathie: Kathie asked for support for MEDA and CRDC base funding as it is sun-setting. The funding is extremely important to the agency as it acts as match for federal funding. Kathie added that Big Sky Trust Fund has been used for funding planning activities but is out of money so CDBG has the only available planning funds, which have become quite competitive. Three projects are on hold. Sandra applauded SMDC for helping communities to diversify and keep economies stable.

Ross: Brought up his concern with I85 Medicare expansion. He added there are 150 bills in the hopper compared to 253 last session.

Carol: The Community Center in Winnett has bought property. Waiting for a planning grant.

Kay: A Brewery in Lavina is under construction and coming along in the old Post Office building near the community center.

Cody: The Water Authority is working on easements with ranches. They have funding to keep on moving. Washington DC needs to authorize the project and then appropriate funds. Cody explained that the project starts in Utica goes through Harlowton, Roundup and Melstone with four or five holding tanks. Water will go directly into distribution systems.

Cody: An elevator is going in the Judith Basin Courthouse and looks like it was part of original design! County is happy as it came in under budget. The library is in the final walk through and was built almost completely with donated funds of $900K. Kathie added how important it is in rural areas to raise funds and explained how Roundup is working on a model from Canada for a local rural investment coop, which sells shares. Raised funds are used to invest in projects with all money at risk. In the Musselshell Rural Cooperative, voting common stock will be $1000 and non-voting preferred stock will be $1000. They are hoping to raise $25,000. They have filed an intent to cooperate. The intent is to pay investors 9% per year and sell the project in 10 years, whereupon 100% will be reinvested into the coop to be used on another project. Investors can use retirement funds up to $10,000 max (self-directed). This is a tool that has great potential in small communities with potential return on investment an attractive option. A Winnett group is also looking at this model for young ranchers to ensure that ag continues to survive.

Public Input: 

Ian asked about Brownfields projects in Harlowton and Kathie discussed those and others outside of Harlow. o

Biegel Bar: Phase 1- initial testing has been completed and there is a contract out to have the Phase ll completed.


Round House: Staff need to do site eligibility. Page 2 of 4


On Your Way: Monitoring wells are in place and the one closest to the road and Bartels has found hot spots. Staff with follow up with QEP so the County can proceed.


LaFountain: Testing is currently taking place under the Assessment grant for asbestos. City still owns the property, but there are a number of interested buyers once the assessment and possible clean-up are complete.

Old Business: 

ACES: Is a group concerned about the turnover in ag land. A grass bank would help make grass available to young couples getting started in ranching. Ranchers Stewardship Alliance out of Phillips County is a 501(c) (3) trying to do the same thing and the hope is to work under their umbrella. The process is moving along slowly.

Opportunity Zones (OZ): Kathie stated that staff have talked with MCDC in Missoula, now called MOFI, which is a CDFI in the state. They have New Markets Tax Credits (NMTC) which could align with OZ’s and be very beneficial to local, large (over $5M) projects and our communities. According to Kathie, large projects like this could receive NMTC of 39% as well as 39% in OZ credits. IRS still has not gotten rules out. In order to attract projects, developers packets are needed. Potential projects may need to be packaged but could include: o

Wheatland: Wind farm, printing company


Fergus County: Berg Housing, Broadway Apartments, grocery store, area around Brewery, CHC.

ROI has to be another 100% after 30 months, however, this is still a gray area. Investors interested in 1031 exchanges have potential –could contact realtors, especially farm and ranch realtors as well as attorneys and accountants to explain the program. A ten-year commitment is required. 

USDA RBDG - Lewistown Art Center (LAC): SMDC was awarded a grant for $30K to give LAC a 0% 7 year loan to expand into the art supply selling market.

EDA RLF: The board received a copy of the updated RLF Plan to be re-submitted with the EDA RLF application. No changes or comments were made apart from some grammatical corrections. A separate account is needed for funds once the award is made. The board unanimously approved the RLF Plan (Holly/Sandra) and using the existing 1st Bank Account solely for EDA RLF funds (Cody/Carol).

CDFI: The $125K application request has been submitted. Staff are waiting and should hear in October.

EPA Supplemental: $400K in Brownfields Revolving Loan Funds (RLF) were awarded for petroleum projects. Karen will be handling this project in Kathie’s absence.

RCDI: This application has been submitted and is a long shot. If awarded, budget will need to be amended.

Projects Update: 

Central Feed Grilling Company–This brewery/eatery in Lewistown was awarded $125K in CDBG funds for job training. There are 25 new jobs. Although Carly is still out of the office on maternity leave, she is working on start-up conditions. She is working or using sick/vacation to have 130/hours month to keep her insurance and full time status. She continues to produce and not take advantage of offered sick time from other staff. Kathie wanted the board to know it is a testimony to the kind of employee she is.


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Employee Shortage: Discussion ensued regarding dealing with the issue, including marketing the region and focusing on quality of life.

Childcare: Small Wonder is expanding into St. Leo’s with 75 additional spots. Childcare is an ongoing issue.

Housing Stock: The aged housing stock is another issue.

New Business: 

EOCM: MSU Northern (MSUN) has cut their classes and currently have 2-3 students who commute to Havre. The building they have used was deeded to MSUN after EOCM and the community received a $500K grant and $650K in community donations. The City and other interested parties, including SMDC, believe the City should take ownership due to the original funding of the building. Holly will approach the Board of Regents to try to take ownership. The facility will need to remain an education facility for 30 years as a condition of the grant with 13-17 years remaining. Holly suggested there may be an opportunity for SMDC to move to the building alongside Providence University whom the Board of Regents has approved to teach nursing classes. Kathie explained that SMDC pays nearly $20K annually in rent and the building would be a great opportunity for our agency. Board approved staff to continue moving forward working with local government on acquisition of the EOCM building . (Ian/Kay)

Coal Country Coalition: The coalition requested EDA funding for a university program aligning with MSUB to do innovation entrepreneurship, including an e-space program. They are asking SMDC for a letter of support and in-kind match of $2500/year over three years. Kathie expressed concern about the match and questioned the benefit to our region. Board suggested partnering with the group, but writing a letter of support requesting local clients be referred back to SMDC. The consensus was that if we don’t partner now, we may lose our voice. The board unanimously approved providing a letter of support and committing to match, while adding the conditions that clients are referred back and SMDC is put on the website. (Cody/Ian)

Announcements: The next board meeting will be October 17, 2018 in SMDC’s conference room. Adjournment of Meeting: Chairman, Ross Butcher adjourned the meeting at 12:20 p m. Submitted by Diane Pennell

Reviewed by Kathie Bailey

Executive Director

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BOARD MINUTES October 2018

Snowy Mountain Development Corporation Board of Directors Meeting Wednesday, October 17, 2018, 10:00 AM SMDC Conference Room, Lewistown, MT

Attendance: SMDC Board Members: Holly Phelps, Carol Schaefer, Dean Blomquist, Ian Reed, Cody McDonald, Gary Barta, Kay Klepey and Richard Moe. SMDC Staff: Kathie Bailey, Diane Pennell. Call to Order: Vice Chairman Holly Phelps called the meeting to order at 10:00 am. Minutes: Minutes of the August 15, 2018 meeting were approved as submitted (Cody/Ian). Financial Report: 

Financial Reports: Diane explained that SMDC is in a decent place financially after the first quarter. Typically, this time of year the agency is in a negative position, so the bottom line of negative $13K is not out of line. Counties and cities will be billed in late October, infusing additional revenues next quarter. Visual reports compared 1st quarter this year to 1st quarter last year showing grant revenues up by $16K and contract expense up $15K. Both of these increases are due to Brownfield Assessments. Financial reports were unanimously approved. (Ian/Carol).

Audit: Kathie reported that the audit fieldwork was completed with no findings. Diane and Karen handled it in her absence and did a great job. The audit report has been reviewed and will be finalized after audit review. The 990 tax return is almost complete and will be sent out to the board for comment and correction in the next few days. During the audit four policy changes were recommended which were presented to the board: 

Personal Cell Phones: Eligibility and amount is determined by the ED, but has been $100/month. The plan is an unaccountable plan as employees are not required to submit copies of their cell phone bills. Accordingly, the reimbursement needs to be included as a taxable fringe benefit. Kathie added that employees are also reimbursed for certifications that benefit the employee, however, these also benefit the agency and are accountable, so are not taxable.

Code of Ethics: SMDC policies included conflict of interest verbiage but Kathie stated that the policy change includes more detail.

Procurement Policy: SMDC’s policy is updated to include five categories of purchases, including new thresholds on micro and small purchases.

Sub-Recipient Monitoring: This subject is a federal hot button this year. The policy includes checking for debarment, and compliance with differing federal agencies. All four policies were unanimously approved (Richard/Kay).

Executive Director’s Report: Kathie teased that she planned on showing pictures of her Europe trip but will defer and declined on giving an E.D. report to give more time to Kirk Keysor and the special presentation. Public Input: None. Old Business: Page 1 of 3

USDA RBDG - Lewistown Art Center (LAC): SMDC was awarded a grant for $30K to give LAC a 0% 7 year $25K loan to expand into the art supply selling market. $5K will be for providing TA to the Art Center or other expanding businesses.

EDA RLF: SMDC has been awarded a $250K grant. $100K from Fergus County Revolved funds and $150K from Fergus County funds will provide the match. SMDC will now have adequate finances to loan.

CDFI: The $125K request has been awarded over three years for technical assistance. These funds will help SMDC access U.S. Treasury resources and become a Certified Development Financial Institute. No match is required. Funds will be used two-fold: 1) Staff or contractors will conduct a market study and submit a CDFI application and 2) To train staff to assist in and market business development.

Opportunity Zones (OZ): Kathie stated that IRS still has not gotten rules out. OZ’s are becoming a big opportunity for investors looking for tax credits or people with capital gains. The approved areas are: o

Wheatland County including Harlowton


Lewistown and some surrounding area

Selected areas were determined based on census tracts and median household income. Staff spoke with Brian Obert at MBAC in Helena, a Brownfields coalition partner, about marketing projects together. Kathie is still requesting that board members get the word out and will be conducting meetings in early December with CPA’s, banks, local governments and investment firms to explain the opportunity. 

Karen Sweeney: Karen has advised SMDC that she and her husband Trace are retiring together on 12/31/18. Kathie expressed happiness at their choices, but acknowledged the loss to the organization. Sara Hudson will come on full-time to keep projects going. She’s an amazing catch for the organization with her economic development experience and will be moving from Billings to Lewistown. During the annual office retreat on December 13th, determination will be made as to how gaps will be filled. Carly will also be off maternity leave 1/1/19.

Petroleum ACES: The group got a planning grant and is moving forward with the plans for a community center.

Rural Community Investment Corporation (RCIC): An RCIC has been formed – the first in the state – and $25K in investments have been received. Kathie suggested discussing this model with Golden Valley folks to potentially do a project there, as $300K needs to be raised for the Adams Hotel. A side benefit of the RCIC is that those not wanting to invest are sometimes willing to make donations to a community foundation.

Roundup TIF: The TIF is moving forward and staff hope to have it approved by 12/31/18.

EOCM: A post-secondary provider needs to be the grantee of the EOCM building. Providence is still hoping to be that grantee, although that will take the building out of community ownership. At this point neither SMDC nor the City can be the owner.

New Business: 

Grand Writing Fees: Kathie explained that SMDC charges 3% in fees (capped at $7K/grant) for successful grant writing or else charges administration within a grant. CDBG allows 8% for administering grants. The state is now requiring local governments to get three bids for administering grants. Unfortunately, this means SMDC incurs the cost of front-end grant writing for local governments in our region only to have to compete for the administration. Kathie expressed concern with Great Falls and Billings agencies or engineering firms low balling administration to gain this revenue stream. Kathie asked the board to reconsider how fees for services are charged, as some agencies charge whether grant writing is successful or Page 2 of 3


CDBG Housing Grant: Though it has taken more than a year and a half, rehab work is starting next week on the first house. SMDC has had the grant for two and a half years and it has been a difficult but needed process to bring housing stock up to par.

CDBG Planning: CDBG is the only agency with planning grants available. Winnett was funded in the last round, in November. SMDC will reapply for a planning grant for Fergus County growth policy as well as a Musselshell County Community Center.

Coal Board: SMDC will be submitting three application due November 5th for the December meeting: the Town of Roundup, Musselshell County Road Department and Roundup Hospital. The coal board is low on money and really late in awarding successful grants. Kathie suggested some at the state level would like to get rid of the Coal Board. Dean added that Golden Valley would like a grant for road equipment but Kathie said they will need match and tie the need to the mine. The next meeting will be in March. Kathie added that USDA RD will also fund equipment through their community facilities program.

Board Sharing: •

Dean: A stone company is looking for a loan to expand. They haven’t paid taxes for the last few years which is a red flag, and the county does not want the building or property back. Dean is talking to Bob.

Cody: Cody discussed the lagoons in Judith Gap.

Richard: Richard said there was a grizzly encounter in Wheatland County and he lost a calf. Kathie added that there have been multiple mountain lion sightings in Lewistown. Richard also stated that their impact fund has grown substantially and are able to give away funds every year.

Ian: Harlow is looking at selling pieces of rail land in the land bank.

Announcements: The next board meeting will be December 19, 2018 in SMDC’s conference room. Typically, the December meeting is cancelled. Kathie will notify the board. 

Kirk Keyser, Montana/Wyoming EDA Representative joined the meeting. Kathie explained that EDA has funded many projects including Fattig Creek Road in Musselshell County, Central Montana Rail, Disaster Assistance and our newly awarded RLF. These awards are in addition to SMDC’s base planning partnership funding of $70K/year. Kathie and the board thanked Kirk for his help on getting the EDA RLF approved. Kirk stated that his goal is to get as much money as he can for the two states he represents. Kathie added that she will be talking to Kirk about the Wheatland Opportunity Zones and showing him local projects while he’s in Lewistown.

Following the meeting, the board celebrated the unified efforts of the City, ROC Youth Engagement Committee, Parks & Recreation, Friends of the Trails, SMDC and Lewistown Downtown on the Creekside project which was recently awarded MEDA’s Innovation Award. Characteristically, only urban areas with larger industrial projects have received this prestigious award. Kathie also acknowledged and praised the tireless efforts of Karen Sweeney, without whom the project would not have gotten off the ground.

Adjournment of Meeting: Vice Chairman, Holly Phelps adjourned the meeting at 11:45 p m. Submitted by Diane Pennell

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Reviewed by Kathie Bailey

Executive Director

Page 4 of 3