HomeMy WebLinkAboutMN-IURAED-2011-12-13Approved 2/14/12
Ithaca
Urban
Renewal
Agency
108 E. Green Street
Ithaca, New York 14850
(607) 274-6559
(607) 274-6558 (fax)
MINUTES
ITHACA URBAN RENEWAL AGENCY
Economic Development Committee (EDC)
3:30 PM, Tuesday, December 13, 2011
Common Council Chambers, 3rd Floor, City Hall, Ithaca, NY
Present: Doug Dylla, Leslie Ackerman, Martha Armstrong, Ayana Richardson
Absent: Jennifer Tegan
Staff: Nels Bohn, Charles Pyott
Guests: Scott Miller, Kathryn Foley, Justin McGuire, Matthew Riis, Michael Cannon
(Assistant Vice President, Commercial Lending, Tompkins Trust Company)
I. Call to Order
Chairperson Dylla called the meeting to order at 3:33 P.M.
II. Agenda Additions/Deletions – None
III. Public Comments (3‐minute maximum per person) – None
IV. Review of Meeting Minutes
Ackerman moved, seconded by Richardson, to approve the minutes of the October 11,
2011 meeting, with no modifications. Carried Unanimously 4‐0.
V. Community Lending
A. Community Development Revolving Loan Fund (CD‐RLF) – Request from Wildfire
Restaurant, Inc. for Loan Modification #2 to Modify Collateral (CD‐RLF #26)
As expressed in the applicant’s 12/9/11 letter to the IURA, Bohn indicated Wildfire
Restaurant has proven not to be a viable enterprise at this time and the applicant is
proposing selling Delilah’s assets and leasing the space at 106‐112 S. Cayuga Street to JG
McGuire, Inc. Bohn noted Wildfire’s IURA loan is current and is currently secured a
second lien on furnishings, fixtures and equipment (FF&E) of Delilah’s, a third mortgage
on the 106‐112 S. Cayuga property, and personal guarantees. Wildfire requests that the
IURA release its interest in the Delilah’s FF&E, and accept a subordinate lien on FF&E of
Madeline’s restaurant and a corporate guarantee of Delante, Inc., the owner of
IURA EDC Minutes
December 13, 2011
Page 2 of 14
Madeline’s restaurant. He explained that this release will allow him to sell the business
assets of Delilah’s to JG McGuire, Inc. and use proceeds to pay off a business loan and
reduce the outstanding principal on the real estate loan for 106‐112 S. Cayuga Street.
Bohn reported that a review of Madeline’s tax returns shows that the restaurant has a
good track record of profitability, so the additional corporate guarantee will strengthen
the collateral package securing the Wildfire loan. He recommended approval of the
loan modification.
Ackerman asked if the ownership of the two corporate entities is identical, to which
Miller replied, yes, he and his wife, Terri Miller, are the sole stakeholders of Madeline’s
(Delante, Inc.) and Delilah’s (Wildfire Restaurant Inc.).
Armstrong moved, seconded by Ackerman:
Request from Wildfire Restaurant, Inc. for Loan Modification #2 to Modify Collateral
(CD‐RLF #26)
Whereas, Wildfire Restaurant, Inc. (Wildfire) requests loan modification #2 to substitute
collateral securing an IURA loan, and
Whereas, on September 18, 2009, the IURA issued a $95,000 loan to Wildfire Restaurant
Inc. (Wildfire) to undertake a $673,000 project to acquire the Lost Dog café business and
the building located at 106‐112 S. Cayuga Street, Ithaca, NY to open up the Wildfire
restaurant & lounge, and
Whereas, the restaurant and upstairs lounge opened on schedule and the name of the
restaurant was subsequently changed to Delilah’s on Cayuga, and
Whereas, on November 17, 2011, the IURA approved loan modification #1 to reduce the
job creation goal from 24 FTE jobs to 16 FTE jobs, and
Whereas, Wildfire has demonstrated job creation of 16 FTE jobs, and
Whereas, the national economy has been in a deep recession since the restaurant
opened in October, 2009, and
Whereas, due to underperforming financial results, Wildfire seeks to sell its assets to a
new operator at 106‐112 S. Cayuga Street, which asset sale requires releases from
lenders with liens on the assets, and
IURA EDC Minutes
December 13, 2011
Page 3 of 14
Whereas, the borrower is current on loan repayments and is in full compliance with all
terms of the loan agreement, and
Whereas, the outstanding principal balance on the loan is $68,469.50 as of November
30, 2011 with a due date of 2016, and
Whereas, Tompkins Trust Company has conceptually consented to a release of their 1st
lien on business assets, and
Whereas, the IURA loan is secured by the following:
‐ 2nd security lien on Wildfire furnishings, fixtures, and equipment (FF&E) & other assets
‐ 3rd mortgage lien on property located at 106‐112 S. Cayuga Street
‐ personal guarantees of T. and S. Miller
‐ corporate guarantee of 106‐112 S. Cayuga, Inc., owner of the real property, and
Whereas, Wildfire requests a collateral modification to substitute a 2nd lien on business
assets of Delante, Inc. dba Madeline’s for the existing 2nd lien on business assets of
Wildfire, and
Whereas, Delante, Inc. additionally agrees to provide a corporate guarantee of the
Wildfire loan, and
Whereas, Delante, Inc. estimates the fair market value of their FF&E is $202,400, and tax
returns of Delante, Inc. indicate the corporation has been consistently profitable, and,
Whereas, the IURA staff recommends loan modification #2 as requested, and
Whereas, at their December 13, 2011 meeting, the IURA Economic Development
Committee reviewed this matter and recommended the following, now, therefore be it,
RESOLVED, that the IURA hereby approves a modification to the IURA loan agreement
with Wildfire Restaurant, Inc. to authorize collateral substitution of an existing 2nd
security lien on assets of Wildfire Restaurant, Inc. for a 2nd security lien on business assets
of Delante, Inc., dba Madeline’s, and a corporate guarantee from Delante, Inc., and be it
further,
RESOLVED, that all IURA legal costs associated with the requested loan modification shall
be borne by the borrower, and
RESOLVED, that the Director of Community Development for the IURA is authorized to
issue a loan modification commitment in accordance with this resolution, and be it
further
IURA EDC Minutes
December 13, 2011
Page 4 of 14
RESOLVED, that IURA Chair, upon the advice of the IURA Attorney, is hereby authorized
to execute all necessary and appropriate documents to implement this resolution,
including, but not limited to, executing a loan modification agreement and a security lien
discharge.
Carried Unanimously 4‐0
B. Priority Business Loan Fund – Request from JG McGuire, Inc. for $75,000 Loan to
Open Lot 10, Restaurant, Lounge, & Performing Arts Venue, at 106‐112 S. Cayuga
Street
Bohn recapitulated the salient details of the application. Formerly proposed as the “Six
Dinner Café” and the “Blind Elk,” the project is now being proposed for Delilah's current
location as “Lot 10 Kitchen & Lounge”. Bohn remarked the business plan improved
considerably since it was first submitted; however, given that the loan application still
does not sufficiently address the IURA’s previously identified underwriting concerns
(including the applicants’ comparative lack of restaurant experience and insufficient
equity), Bohn indicated he is recommending against approval of the application at this
time.
Riis remarked he does not profess to be a restaurant expert; he would, however,
highlight his overall management expertise in the downtown Ithaca area. Furthermore,
he noted, his colleague, Katie Foley, has considerable restaurant experience.
McGuire remarked on his own recent success in taking over Bella Pizza, a failing
restaurant he turned into a profitable enterprise. In addition, his father, Gregory
McGuire, Binghamton Club general manager, has committed himself to assisting the
project team (e.g., reviewing reports, managing profit and loss figures, etc.). McGuire
noted he has himself also formed a variety of significant relationships within the
community, like Dan Smalls, the official talent buyer for the State Theatre, who has
committed to procure large national acts for Lot 10. McGuire concluded by noting both
he and Mr. Riis are keenly aware of the need to successfully resolve potential cash‐flow
issues. He stressed they are both willing to do whatever it takes to help minimize the
costs associated with the project (e.g., as serve as waitstaff and/or bartenders).
Miller encouraged the IURA to support the project, despite the remaining underwriting
concerns. He noted the applicants’ ability to focus entirely on the operation of the
enterprise will be critical to its success. The primary reason Delilah’s could not be made
profitable, in his estimation was that he and his wife simply did not have the time to
fully devote themselves to its operation. Miller remarked he had in fact received
another offer for the property, which would have placed him in a far better financial
position, in the short‐term, but he and his wife determined the current applicants have
the best chance at making the project viable, long‐term.
IURA EDC Minutes
December 13, 2011
Page 5 of 14
Foley stressed that she has over 8 years of general management experience, from
serving as Director of Events at Big Brothers Big Sisters to Director of Development at
Family and Children’s Service. She expressed her passion for the restaurant and
hospitality industry, as well as customer service, as a whole. Additionally, she worked
for two years at Ithaca College’s Bistro Q and two years at Maxie’s Supper Club; and she
has managed at ZaZas Cucina, and assisted in the launch of both Mia’s Restaurant and
the NorthStar House. Foley noted her office also happens to be minutes away from the
project site — facilitating her intent to play a hands‐on role and make herself as
available as possible. She will also place her car up as additional collateral for the loan.
Miller observed that probably the single greatest source of cost overruns in launching
Wildfire/Delilah’s was construction‐related costs, which should not be a factor with Lot
10, given that Riis’ father is a general contractor.
Ackerman remarked she has worked extensively with the applicants on their business
plan and, although she has not fully reviewed the most recent version, she remains
concerned with cash‐flow and sales issues. Skeptical about the project overall, she
concedes the applicants have strong sales‐and‐marketing experience and, as a result,
probably have a better chance at success than most. Given the amount of time she has
spent working with the applicants, Ackerman noted, she believes she should recuse
herself from the formal vote on the project.
With her background in the hospitality industry, Richardson noted she has worked with
numerous bars and restaurants over the years. She is concerned the applicants may
underestimate the extent to which the project will need a viable restaurant to succeed
— it is extremely difficult to attract restaurant customers on a consistent basis
(especially in Ithaca, which already has a wide base of distinct restaurants and
entertainment experiences, for its size). Having said this, she believes the applicants are
close to having an application she would feel comfortable voting for.
Miller remarked that Delilah’s lounge only operated 2½ days a week, so the business
was commensurately more dependent on the success of the restaurant, to remain
viable. Lot 10, on the other hand, would be significantly less dependent on the
restaurant.
Armstrong asked about the collateral amount, to which Bohn replied, it would
optimistically be around $25,000.
Dylla indicated he is generally in favor of the project, but he would like to see more
equity and collateral invested in the project. (Bohn observed that, if the IURA were to
assess the project based on the collateral, it would come up short to secure the loan.)
IURA EDC Minutes
December 13, 2011
Page 6 of 14
Ackerman added she would like to see more working capital in place, since the collateral
is insufficient.
Ackerman asked if it would be a fair trade‐off for the IURA to take on the additional risk
to prevent the blighting of the block. Bohn indicated he posed this very question to the
underwriter, who replied that without knowing what the alternative use might be, it
would be hard to make that kind of determination. Bohn observed it would probably be
appropriate to consider a slightly elevated risk and a limited amount of collateral for this
kind of loan.
(Armstrong departed at 4:25 p.m.)
To increase the working capital, McGuire suggested it might be possible to redirect
some of the money from the closing costs, to that end. Miller indicated he would need
to obtain approval from the Tompkins Trust Company, to do that.
Cannon indicated the bank could possibly accommodate that request, but that since it is
a Small Business Administration (SBA) loan, the SBA would need to approve it.
Riis indicated $20,000 in additional funds could be employed as working capital
including $2,000 from a published author, $7,000 from AFCU, and $2,500 from Bank of
America.
(Armstrong returned at 4:27 p.m.)
Dylla asked Miller what Delilah’s monthly losses had averaged to be, to which Miller
replied, $2,500 ‐ $3,000 per week (although that includes money devoted to a full‐time
manager, which Lot 10 would not have.)
Riis remarked that the project’s food service consultant, Daniel Kiely, has worked in the
food service industry for 18 years, including his current full‐time employment at ¡Viva!
Taqueria.
Foley added that the applicant team collectively possesses a considerable amount of
what she would call ‘social collateral’, from a broad and eclectic variety of local sources.
Word‐of‐mouth goes a long way and, already, a considerable amount of buzz has been
generated.
Ackerman asked if the applicants considered exploring more community‐based
financing alternatives (e.g., loans‐for‐food credit, membership‐based credit, etc.). Riis
replied that is something they might consider. Foley agreed crowd‐source funding is
certainly a viable option, but it would be very labor‐intensive.
IURA EDC Minutes
December 13, 2011
Page 7 of 14
Dylla remarked he believes he is closer to recommending the loan for approval, but still
requires additional reassurance. He asked if any family resources could be invested in
the project, to which McGuire replied, no.
Ackerman asked if the loan was needed now, to which McGuire replied, essentially, yes.
Miller added that the plan is to complete the remodeling by February 2012, which
would be ideal.
Richardson indicated she could now envision voting to approve the project, but it would
be on the cusp.
Dylla indicated he would like to see more collateral. Miller asked if TTC provided an
additional $10,000, would Dylla’s concern be addressed. Dylla indicated he would like
to see the collateral match the loan amount.
Richardson observed that conditionally approving the loan would at least give the
applicants the opportunity to have the full IURA review the loan.
Armstrong moved, seconded by Richardson:
Priority Business Loan Fund –“Lot 10” Loan Application from McGuire & Riis
Whereas, on July 6, 2011, Justin McGuire & Mathew Riis, Inc. submitted an IURA loan
application seeking loan assistance of $75,000 for a $112,500 project to establish “The
Blind Elk,” a 75‐seat restaurant/bar/performing arts venue located at 139 W. MLK,
Jr./W. State Street in the lower level of the Cornell Daily Sun building, and
Whereas, at their August 9, 2011 meeting, the IURA Economic Development Committee
conducted preliminary review of the application, affirmed their preference that IURA
financing function as gap financing, rather than primary financing, and authorized staff
to communicate underwriting concerns and factors that would enhance the loan
application, and
Whereas, preliminary underwriting concerns included:
1. Modest financial capacity of owners may exhaust financial resources to address
future unanticipated cash flow needs;
2. Overly aggressive sales projections, especially given subterranean business
location;
3. Extremely limited collateral available to secure a loan;
4. Unresolved landlord issue to “reopen” windows to allow public visibility to the
business, and
IURA EDC Minutes
December 13, 2011
Page 8 of 14
Whereas, factors that would enhance the loan application included:
1. Attract additional partner with restaurant experience and equity to invest in the
business;
2. Demonstrate financial feasibility at lower projected sales levels;
3. Secure a qualified personal guarantor to secure loan financing, and
Whereas, the IURA created the Ithaca Density District Priority Business Loan Fund
(Priority Business Loan Fund) on October 25, 2007 to induce establishment of specific
priority business enterprises that have been defined by the community as highly
desirable or substantially increase foot traffic within the density district, and
Whereas, a “live entertainment venue” is listed as desired types of businesses to attract
through the Priority Business Loan Fund, and,
Whereas, the “density district” target area includes the commercial areas at West State
Street corridor, the West End, Inlet Island, and the greater downtown area, including
the project site at 106‐112 S. Cayuga Street, and
Whereas, McGuire & Riis subsequently revised their project for a restaurant, lounge and
performance venue, including relocation of the proposed business location to the first
and upper levels at 106‐112 S. Cayuga Street, the current location of Delilah’s on
Cayuga, and execution of an asset purchase‐and‐lease agreement with Wildfire
Restaurant, Inc., DBA Delilah’s, and
Whereas, an updated loan application was submitted on 11/30/11 by JG McGuire, Inc.
seeking a $75,000 loan for a $179,500 project to open “Lot 10” a restaurant, lounge and
performing arts venue at 106‐112 S. Cayuga Street, with the following uses of project
funds:
$6,500 leasehold improvements
$98,700 furnishings, fixtures & equipment (FF&E)
$15,800 fees, permits, deposits & miscellaneous
$3,000 signage
$28,000 pre‐opening expenses, including inventory
$27,500 working capital
$179,500 Total, and
Whereas, the proposed sources of project funds are:
$37,500 equity
$7,000 AFCU microenterprise personal loan
$3,000 AFCU line of credit loan
$2,000 personal loan – Rousseau
IURA EDC Minutes
December 13, 2011
Page 9 of 14
$55,000 private financing – Wildfire Restaurant, Inc.
$75,000 IURA loan
$179,500 Total, and
Whereas, the business is projected to create at least ten (10) full‐time equivalent (FTE)
employment positions excluding the owners, of which at least 51% are projected to be
filled by, low‐ and moderate‐income persons, thereby satisfying the CDBG public benefit
test, and
Whereas, Lot 10 proposes to present approximately 180 evenings of entertainment per
year, ranging from music (live acoustic, jazz, and DJ dance), and bi‐monthly live
theatre/comedy revues, as well as literary art performances (poetry slam and story
slam) and visual art audience participation performances in the 125‐person capacity
club, thereby enhancing the downtown as a destination for entertainment and
generating substantial foot traffic, and
Whereas, the business plan has been enhanced by the following changes:
1. Location change to a venue with greater public visibility and a recent history as a
restaurant and club;
2. Projected sales reduced 22% overall, based on consultation with local
restaurants on Cayuga St.;
3. Management salaries have been reduced substantially;
4. Negotiated an asset sales agreement to acquire Delilah’s FF&E and transfer of
the existing liquor license that includes substantial seller financing, and
Whereas, the following collateral is available to secure the loan:
1. 2nd lien on FF&E acquired from Delilah’s, behind Wildfire Restaurant, Inc.;
2. 1st lien on newly acquired FF&E and inventory ($19,000 purchase price);
3. 1st lien on 2005 Dodge Dakota vehicle (blue book retail value, $11,000);
4. 1st lien on 2004 Toyota Matrix vehicle (blue book retail value, $8,000);
5. Personal guarantees of Justin McGuire and Matt Riis, and
Whereas, the applicants indicate there is no further collateral or guarantors available to
secure the loan, and
Whereas, projected sales assume business success comparable to the Bandwagon
Brewpub, which if not achieved would create cash flow problems that the owners have
limited financial capacity to manage, and
Whereas, at their August 9th and December 13th, 2011 meetings, the IURA Economic
Development Committee reviewed the staff underwriting report and heard the
applicant’s presentation addressing underwriting concerns, and
IURA EDC Minutes
December 13, 2011
Page 10 of 14
Whereas, the staff underwriting report raised concerns that as presently structured, the
loan presents excessive loan risk due to the ownership team lacking experience
managing a large restaurant coupled with no access to fallback equity, poor quality
collateral, and lack of personal guarantors, and
Whereas, the applicant verbally addressed underwriting concerns:
1. Restaurant Management – identified and highlighted the roles of Greg McGuire
as a consultant to review profit/loss statements on a monthly basis to ensure
operations are within industry standards and Kathryn Foley to act as Front of the
House Manager, both whom have extensive experience in their areas of
expertise;
2. Collateral – committed additional collateral in the form of 2004 Toyota Matrix,
owned by Kathryn Foley;
3. Access to Fallback Equity – Wildfire Restaurant, Inc. indicated a willingness to
renegotiate the Delilah’s asset sale agreement to reduce the cash payment
required and increase the owner financing, subject to SBA approval, and
Whereas, after evaluating the applicant’s presentation, available working capital, and
establishing an increased collateral requirement, the Economic Development
Committee recommended the following now, therefore, be it
RESOLVED, the IURA hereby approves a loan from the Priority Business Loan fund for
the Lot 10 project in downtown Ithaca in accordance with the loan application,
subsequent correspondence and verbal commitments, under the following terms:
Borrower: JG McGuire, Inc., a domestic business
corporation established in 2009
Project: Start up of Lot 10, a restaurant, lounge, and
performing arts venue located at 106‐112 S.
Cayuga Street, Ithaca, NY
Loan amount $75,000
Total project cost: $179,500
Projected use of IURA funds: FF&E, inventory, start up costs, fees/permits,
working capital.
Term: 5 years, 3 months (63 months)
IURA EDC Minutes
December 13, 2011
Page 11 of 14
Interest rate: 4% annually, reset to 3% upon submission of
satisfactory job reports documenting that job
creation goals have been met for two
consecutive quarters and borrower is in
compliance with all other terms of the loan
agreement.
Repayment: Interest only for initial 3 months; thereafter level
monthly payments of principal and interest due
to fully amortize the accrued debt over the term
of 60 months ($1,381/mo.), due on the first day
of each month.
Collateral: 1. 2nd lien on FF&E purchased from Wildfire
Restaurant, Inc.
2. 1st lien on all newly acquired FF&E,
inventory and other business assets
3. 1st security lien on 2005 Dodge Dakota truck
4. 1st security lien on 2004 Toyota Matrix
5. Other yet unspecified collateral to bring
total collateral value to at least $75,000
Guarantors: Justin McGuire and Mathew Riis, each
individually.
Conditions: 1. Submission of a liquor license prior to loan
disbursement; and
2. Creation of at least ten (10) full‐time
equivalent employment positions, of which at
least 51% must be filled by low‐and
moderate‐income persons earning less than 80%
of the area median income, adjusted for family
size; and
3. Quarterly submission of in‐house profit &
loss statements and annual tax returns within 90
days of the end of the fiscal year, and be it
further
RESOLVED, that the Director of Community Development for the IURA is authorized to
issue a loan commitment in accordance with this resolution, and be it further
IURA EDC Minutes
December 13, 2011
Page 12 of 14
RESOLVED, that IURA Chair, upon the advice of IURA legal counsel, is hereby authorized
to execute all necessary and appropriate documents to implement this resolution,
including, but not limited to, executing loan agreement documents.
Carried Unanimously 3‐0
C. Status Report on Loans & Restore NY Projects
Mia Noodle Job Creation Report
Bohn noted that Mia Noodle has created 16 FTE jobs, to date, all of which have been
filled by low‐moderate income individuals, with 14 earning a living wage.
VI. New Business
A. Election of Committee Vice Chair
Richardson volunteered to serve as Vice Chair.
Armstrong moved, seconded by Ackerman.
RESOLVED, that Ayana Richardson be elected as Vice Chairperson of the Economic
Development Committee.
Carried Unanimously. 3‐0
VII. Economic Development Planning
A. Update on 2011 NYS Regional Economic Development Council Funding Awards
Bohn indicated there may be two or three kinds of local projects which may benefit
from state regional economic development grant funding (e.g., Cherry Street industrial
park, downtown Ithaca renovations, rural‐based enterprises) and staff will be mining
those ideas over the next few months. One of the most important factors in their
success will be their ‘shovel‐readiness’.
B. Update on Development of 2012 HUD Action Plan
Bohn indicated that both CDBG and HOME programs are suffering significantly from
Congressional funding reductions of 11% for CDBG and 38% for HOME, as currently
projected. He noted, however, that due to revisions in their funding formulae Ithaca
will fare far better than expected. In 2012, Ithaca will receive approximately $700,000
in CDBG and $480,000 in HOME funding.
The intent is to put out a call for proposals in late January 2012, with March 2012
deadline.
Bohn inquired if the committee would be willing to schedule a special meeting
specifically to review the applications, following the public hearing at the full IURA
meeting on 3/22/11. There were no objections.
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December 13, 2011
Page 13 of 14
(Armstrong departed at 5:09 p.m.)
VIII. Other New/Old Business
A. Staff Report
None.
B. Review of Loan & Lease Payment Reports
Neighborhood Pride
Bohn noted that the project continues to move forward, with an anticipated $1.5 million
loan forthcoming. The applicants are optimistic about a loan closing in the near future.
Finger Lakes Wine Center
As previously reported, the Wine Center is in the midst of a significant reorganization
and reassessment, including new staff, to address its sales goals deficiencies. Bohn
noted it remains current on its IURA loan. Bohn observed that the Wine Center went
over budget with its construction and went into debt as a result and that retail sales
have not matched projections.
Finger Lakes Reuse
Bohn indicated that Finger Lakes Reuse is looking for another location for building
materials.
J. Gould
Bohn remarked that J. Gould indicated the anticipated lease with the union did not end
up working out; but it is definitely still looking for a tenant.
Diane’s Automotive
Bohn indicated he has meetings schedule next week with Diane to follow up on the
results of her meetings with David Sprague. In an encouraging sign, the financials are
trending upward for the business.
e2e Materials, Inc.
e2e is one month late in its loan payments, although it is in the process of resolving the
situation. Committee members may have noticed an article about the company in the
12/12/11 edition of The Ithaca Journal, regarding the $1.25 million grant it received to
establish a full‐scale production facility in Geneva, New York. The intent remains to
retain its research and development operations in Ithaca.
IURA EDC Minutes
December 13, 2011
Page 14 of 14
IX. Next Meeting Date: January 10, 2012
X. Adjournment
The meeting was adjourned by consensus at 5:11 P.M.
— END —
Minutes prepared by C. Pyott, edited by N. Bohn.