[0:01] Black Ridge Infrastructure Financing District Board Meeting. Notice is given that the Board of Trustees of Black Ridge Infrastructure Financing District will hold a board meeting on Friday, June 19th. 2026 at 10.30 a.m. mountain time at Blackwood Advisors LLC, 69.75 Union Park Avenue, sweet 600 in Conwood Heights, Utah, 8404.7.

[0:29] We posted this agenda on the Utah Public Notice website over 24 hours in advance,

[0:35] as well as in the physical office location of Blackwood in Utah.

[0:40] We've included a Teams link for those of you joining virtually.

[0:44] And Andrea is in the physical office if anyone were to join in person.

[0:49] So the meeting has convened at 10.38 a.m. mountain time.

[0:54] and I would like to request a roll call and my name is Jacqueline Klink and I'm with Blackwood Advisors.

[1:05] Yeah, I'm Zach Harding with Fear Log Group District Council.

[1:14] You just want everybody to announce who they are, right?

[1:17] Yes, please, yeah.

[1:18] Yeah, you're there with.

[1:19] Andrea Ashton, Blackwood Advisors, District Treasurer.

[1:24] McKay Hall, Squiering Company, Auditor.

[1:30] Noah Hart, Squiering Company Auditor.

[1:35] Austin, Overman, Black Ridge, IFD board member. Scott Overman, Black Ridge partners, IFD board member.

[1:46] Perfect. And we don't have any preliminary action items so we can move to the consent items.

[1:53] The first being to approve the draft minutes of the Black Ridge Infrastructure Financing District Board

[1:59] meeting that was held on January 29th, 2026. And this was sent in your packet yesterday.

[2:07] Did we all have a chance to review and do we have any questions?

[2:13] Didn't they? I didn't know. Okay. Do I have a motion to approve the minutes as drafted?

[2:21] I will make that motion.

[2:25] Awesome. All in favor?

[2:28] Thank you. And then approve and ratify payment applications and requisition requests made since the last board meeting.

[2:35] There were a few included in your packet that was sent out. Did we get a chance to review and do we have any questions for the requisitions?

[2:44] No.

[2:47] Okay. Do I have a motion to approve?

[2:49] I'll make that motion.

[2:53] I'll second.

[2:54] Awesome. All in favor.

[2:57] Thank you. And moving to action items, the first two consider accepting the findings from the Black

[3:03] Ridge IFT 2025 audit. And I will let McKay share a screen for the presentation and go through that with

[3:11] you guys.

[3:14] Great. Thank you.

[3:17] So I'm grateful for the opportunity to be presenting today. Is my screen

[3:23] share coming through. Okay. Yes. Yes. Okay. My name is McCay Hall. I'm an audit partner with

[3:31] Squire and Company. It was, we were able to work with the district this year to go through the

[3:38] audit for which opportunity we are grateful. Your team was great to work with,

[3:43] real accommodating and not only that, but they were also very pleasant to work with as well.

[3:49] It appears based on what we're seeing that they're doing good work and they do it in a way

[3:54] that's good interaction as well and so we're really grateful for that.

[3:58] I'm going to run through real quick and talk through what the audit is, what we do and

[4:05] then I'll touch on a few of the highlights, financial highlights.

[4:09] We often go through and do a five-year comparison or trend analysis through some of the key

[4:15] factors typically but given that this was the first year of operations for the district we're

[4:21] going to forego that this time around. As I mentioned a little earlier just before the meeting really

[4:27] got underway my history is that I spent about 10 years in IT and then moved over into public accounting

[4:35] neither of which industry is known for their enjoyment of public speaking. So if as I go through this

[4:41] I seem to have any troubles in my communication, just understand it's a product of my history,

[4:47] and it's not exactly my favorite thing to be presenting in front of people, but even so,

[4:54] and grateful for the opportunity today. Okay, so when we perform an audit, and as I go through this,

[4:59] if you have any questions, by all means, please speak up and we can talk to those.

[5:05] When we perform a financial audit, our objectives are to obtain reasonable assurance on the

[5:12] financial statements as a whole, and to see whether or not they're free from material

[5:15] misstatement.

[5:17] And so reasonable assurance is defined as a high level of assurance, but it's not absolute,

[5:22] it's not a guarantee.

[5:23] And therefore, it's not that guarantee.

[5:26] Misstatements are considered material if there's a substantial likelihood that if there's

[5:34] long condition or a group of them in aggregate that would influence the judgements made by a

[5:39] reasonable user based on the information and the financial statements that would be a material

[5:45] misstatement. And so when we audit the financial statements, that's what we're looking for is

[5:49] material misstatements or to see if the information appears to be materially correct and reasonably

[5:55] stated and in those circumstances where it is materially correct and reasonably stated, then

[6:03] When you as the board and the other users of the financial statements can rely on the

[6:08] information in those statements or your consideration and your judgment calls.

[6:13] When we perform the audit, we conducted an accordance with the auditing standards generally

[6:17] accepted in the United States of America, since the finance district is a local government

[6:23] as well, we also audit to the standards contained in the government auditing standards is issued

[6:29] by the Comptroller General of the United States.

[6:33] Financial audits were issuing an opinion on the financial statements, the information

[6:38] they're in.

[6:39] We do not issue an opinion on the internal controls, the processes and procedures to safeguard

[6:45] the assets and resources of an organization, but in order to understand whether or not the

[6:53] information in the statements is materially correct, we do need to have an understanding

[6:58] what those internal controls are, how those processes and proceeds, procedures,

[7:04] function, operate in order to make a determination about the material accuracy of

[7:11] the financial statements. So we do go in, we do take a look at the internal

[7:14] controls, come to an understanding of them. And as we do that, and as we go through

[7:18] the audit, if we see any circumstances or situations in your processes and

[7:22] procedures that would make it highly likely that a material misstatement, either from error

[7:30] or fraud, could be processed through your system without being caught and corrected.

[7:36] That would lead to a material weakness finding.

[7:41] And we would tell you what the circumstances were, what the effect is, and give a recommendation,

[7:46] kind of a high level recommendation on what you need to do to address it.

[7:51] There's also another type of finding called the significant deficiency, which is similar

[7:57] to a material weakness in that it indicates that there is a weakness in your process

[8:01] and your procedures, but the likelihood of a material misstatement being processed and

[8:06] not caught is a lower level.

[8:09] And so as we go through the audit, we do tend to issue material weaknesses and significant

[8:13] deficiencies when we find issues there.

[8:17] When it comes to the financial statements, the balances, the transactions, the amounts.

[8:21] We go through and we test those often with confirmations.

[8:25] We also tie the supporting documentation, utilize analytics,

[8:29] and external information to correlate with what's been reported in the district's books

[8:34] in order to come to our conclusion or to form our opinion on the material accuracy

[8:41] of the financial statements.

[8:42] We're happy to note that for the district or 2025, we're issuing an unmodified or clean

[8:50] opinion, which is to say that based on our test work, the information in the financial

[8:54] statements is materially correct, and you can go through and use that information in your

[9:02] considerations in your planning.

[9:06] A few of the financial highlights for the district in 2025, your total equity, which for local

[9:12] government is also known as net position and fund balance depending on which statements

[9:17] you're looking at, but for the district as a whole, you're looking at 80 million in

[9:22] equity, which is the result of your special assessments, some interest income, that equity

[9:28] has been reduced for expenses, debt issue, it's cost, it's in the like, and so the 80 million

[9:33] is in effect the resources that the district has at the end of 2025 in order to go through

[9:38] to mean its obligations and fulfill its responsibilities

[9:42] going forward.

[9:45] For the district specifically,

[9:46] it's a very focused local government.

[9:49] And so as you're aware,

[9:51] the resources will be used to find the creation

[9:54] of the infrastructure within the district

[9:56] and to service the related debt.

[9:58] As of December 31st, 2025,

[10:01] the breakout of that information,

[10:03] you had 77.5 million in cash resources.

[10:06] is you had just under 81 and a half million

[10:09] in assessments receivable.

[10:12] There was just over four million

[10:15] in infrastructure asset payments

[10:17] that had been processed and paid.

[10:20] And then there was the 82 and a half million

[10:22] in long-term debt, which has principal payments

[10:25] beginning in 2033.

[10:28] It's not a real long presentation,

[10:30] but that's kind of the short of it.

[10:32] Are there any questions?

[10:36] questions no sounds good okay sounds good and as always if you wake up you know

[10:42] a few days from now screaming in the middle of the night because you

[10:45] suddenly remembered an accounting question or an audit question that you

[10:48] wanted to ask um you're always welcome to reach out to us at any time happens

[10:53] more often than you think usually not an accounting question

[11:02] All right, you will think you, McCay, we really appreciate that.

[11:06] I will move back to my screen.

[11:11] Awesome.

[11:12] So do we have a motion to accept the findings of the audit as presented by McCay today?

[11:17] Oh, let it go to Scott.

[11:21] Now second.

[11:22] Okay.

[11:23] All in favor.

[11:24] All right, awesome. Motion passes next. Consider accepting the quarter one financial statements for the 2026 calendar year, and I will let Andrea walk through these starting with a balance sheet.

[11:40] We've got a run guys started to interrupt.

[11:42] Yeah, we're going to drop off. Thank you so much.

[11:44] Okay, appreciate it.

[11:46] All right.

[11:47] I'll head out to thank you guys so much for having us.

[11:50] Thank you.

[11:51] We're working with us.

[11:55] Hi, guys.

[11:56] Okay.

[11:57] So these have not been audited.

[12:00] The audit is only required once at the end of the year.

[12:03] But these are consistent with generally accepted accounting standards.

[12:10] These were compiled and the resources of the district as of March 31st.

[12:16] As you can tell, about $75.6 million in cash, over $5 million in the infrastructure,

[12:28] and the bond still stands at $82.5 million.

[12:34] Principle payments will begin in 2033 on that, the resources of the company.

[12:42] And you do want to go on to the P&L here, Jacqueline.

[12:46] So for the first quarter, the main source of income or funds have been from interest

[12:53] income.

[12:54] And I've said a little bit by our operating expenses as you can see on there of about 21,000

[13:03] to give us a fun balance and a position of $707,000.

[13:12] Compared to budget, here's where we stand,

[13:16] where you're still under budget in all categories.

[13:23] So far, and we do monitor this every month, every quarter,

[13:29] so we will continue to do that

[13:32] throughout the rest of this year.

[13:33] Perfect. Thank you, Andrea. Do you guys have any questions over these financials for quarter

[13:40] one? No, I have a motion to approve the quarter one financials. I'll make that motion.

[13:50] I will second it. All in favor? All right. Thank you. And next, we will consider adoption of

[13:57] Resolution 206-02, which is a resolution adopting the payment direction agreement for blockage

[14:04] and I will let Zach go through the resolution for you guys.

[14:09] Yeah, you bet.

[14:10] So this is let's just go over kind of the basics of the payment direction agreement.

[14:15] I know you guys have been been through it.

[14:17] So we're not going to go section by section line by line, but just a quick overview for the record.

[14:24] So overall, it's a fairly simple mechanic here, just a structure that we're putting in place.

[14:32] as you know, under the existing acquisition and reimbursement agreement, the district

[14:38] reimburses the developer for the certified district eligible costs that the developer funds

[14:45] in connection with the public infrastructure. And so, in practice, you know, those costs are often

[14:50] funded by the third party's affiliates, lenders, contractors, et cetera, rather than directly

[14:56] by the developer, so the payment

[15:00] Direction agreement gives the developer a clean way to tell the district, you know, pay this particular cost directly to that third party instead of routing the funds through the developer first. So that's kind of the basics of it. The, the main benefit to the developer is that flexibility that you guys, the developer can direct payment to any third party that funded or incurred any of those certified district eligible costs on a case by case basis with a payment direction.

[15:29] notice. Can you scroll to the very last page, Jacqueline, where we have that payment direction

[15:35] notice? So with this piece, this will be filled out and filed each time you guys direct

[15:45] a payment to one of your affiliates or contractors, whatever it might be, pretty simple form.

[15:52] just keeps the record straight for you guys and for the developer.

[16:00] And so we do that.

[16:03] So we don't have to amend the reimbursement agreement every time,

[16:06] or name the payee's in advance.

[16:09] So that's kind of the structural change from where we started out,

[16:12] and really that's the principal commercial point on this.

[16:16] And then on the district side, the benefit to the district

[16:19] is that we have this agreement carefully scoped so that the district is not taking on, you know,

[16:26] new exposure. The reimbursement agreement is not being modified. The district's total dollar

[16:32] obligation is not changed. All of the conditions, the payment remain in place. And any of the

[16:39] districts set off with holding, et cetera, those are all expressly reserved. So it just states that

[16:45] the district's acting in kind of a ministerial capacity,

[16:48] meaning it's just passing through and helping the developer

[16:53] in that way.

[16:54] None of these designated payees that the developer

[16:59] is directing payment to, they don't have any independent rights

[17:02] against the district, and they're not

[17:04] a third party beneficiary of the payment direction

[17:07] agreement or the reimbursement agreement, which

[17:09] is all important for both the district and the developer.

[17:12] And then as you guys know, the developer takes on some of the risks that go with that or administrative obligations that we've kind of gone back and forth on in red lines.

[17:24] And that's some of those are the wire fraud risk, the tax reporting and indemnities where they would indemnify the district for claims arising out of payments made in reliance on these payment direction notices.

[17:39] So a subject only to, you know, if the district, if there was gross negligence or willfulness

[17:46] conduct or fraud going on.

[17:47] So those are kind of the basics.

[17:50] There's also a handful of standard provisions you'd see in these kinds of agreements, confidentiality,

[17:57] treatment for banking information, governing law, etc.

[18:01] So, and venue is in Washington County since the property, the district is there.

[18:07] And so those are the basics, then we have this fairness memorandum, which I'm happy to chat about any questions you guys have, but the fairness memorandum that was sent out in the packet essentially just walks through each of these provisions in the payment direction agreement in more detail and provides support for the conclusion that the agreement is fair and reasonable to the district and I can go through questions you guys have on that and kind of explain why we put that memorandum together.

[18:35] but overall on these grounds and consistent with each of you guys having, you know,

[18:44] disclose your conflicts that as part of the developer and part of the district board,

[18:51] we'd recommend that the board adopt this resolution,

[18:54] number 2026-02, approving the form of the payment direction agreement and authorizing the chair

[19:01] and clerk secretary, which would be Scott and Devon to execute on behalf of the district.

[19:07] So again, happy to answer any questions.

[19:11] Austin, have you reviewed this and are you okay with it?

[19:17] Yeah, we've been, we've gone back and forth with different red lines.

[19:22] I feel comfortable with where this is at.

[19:27] Okay.

[19:28] Okay.

[19:29] Awesome.

[19:29] And just I know that as we've gone along there's been just just to be clear with you guys there's I know Austin you've had some questions and concern maybe on you know why why is this why have we had to put such a process in place for this and just I just want to kind of speak to that so that we've got it all out there and you guys can have total comfort knowing this is really kind of standard procedure because the district is essentially a governmental entity here and so

[19:59] So that's really the careful process isn't a reflection of really any concern that we

[20:05] have or the deal or either sides of good faith.

[20:09] It's more just standard practice for any governmental transaction where everyone on both sides of

[20:15] the table is related to one another, which every one of you trust he uses involved with

[20:20] wasatch or one of its affiliates in some way and with the developer.

[20:24] And so we just, when the same people are on both sides of a deal, the law essentially requires the body to put its rationale and writing and on the record. And that's essentially what the memo does.

[20:36] And it's more of a protection for you guys as the trustees, because if down the road, a successor board or an auditor, the state audors office, whatever future landowner, if they come up with a question and say, well, what are the board rely on when it approved a related party deal?

[20:52] you know, if there's ever any question about it down the road, this memo is the answer,

[20:57] and it's easy to just say here, and this is what they relied on. It's fair, both sides approved it.

[21:03] And so, you know, once we get this approved, you sign it, it's really going to be a clean,

[21:09] pretty simple process, but happy to, do you guys have any other questions on that?

[21:16] No.

[21:18] Yeah, that makes sense.

[21:19] Awesome. Thanks so much for working through it with us.

[21:22] We just, with the district being, you know, kind of a government body.

[21:26] We just want to be cover all our bases.

[21:29] So that's really the, the gist of it.

[21:30] So thanks.

[21:32] Awesome.

[21:33] Well, thank you Zach for explaining that.

[21:34] We appreciate that.

[21:37] So do I have a motion to approve this resolution 202602 for the payment direction agreement?

[21:43] I'll

[21:47] make that motion.

[21:48] I'll second it.

[21:50] All in favor.

[21:52] Hi.

[21:53] Hi.

[21:54] Perfect.

[21:55] Motion passes.

[21:57] And then do I have a motion to accept the firmness fairness of memorandum as well.

[22:03] I'll make that.

[22:05] I'll second it.

[22:07] I'll send all in favor.

[22:08] Hi.

[22:10] Awesome. Motion passes.

[22:11] and quick question on that, Zach, are we able to fill out that form and send it to, I think, it was

[22:20] Jerome.

[22:22] Jerome.

[22:23] Jerome.

[22:25] Yeah, so yeah, whatever you guys can do that on whatever, let's get the actual payment direction

[22:32] agreement signed first, and I can send that out to Scott, Devon, and Jerome. We can just do it.

[22:38] I can do it by Adobe Science doesn't need to be noticed or anything and then yeah, then that the form of payment

[22:45] Direction notice so that'll be what you want to do is

[22:51] Yeah, just for each each one that's done just take that

[22:56] form and and yeah, how about be filled out fill in the date and

[23:00] How I'm signing it and should be good to go sure

[23:05] Perfective will include this in our packet to the trustee.

[23:08] Okay, and when you do it, I can actually send you, I mean, what you'll want to do is,

[23:13] is just remove where it says exhibit A and form our, so that it's just payment direction

[23:18] notice.

[23:19] Sure.

[23:19] Okay.

[23:20] Yeah.

[23:20] Other than that, it's, that, you use that for every time.

[23:23] That's good.

[23:23] Sure.

[23:24] I'm happy to make those.

[23:25] Okay.

[23:26] Let's get it some properly.

[23:26] Awesome.

[23:27] For this to a word doc.

[23:28] But I can and I can also just that I've got it already.

[23:34] If you just send it over to you. Perfect. Feel free.

[23:37] Yeah, that's good.

[23:39] And do you want me to send this for signature?

[23:42] The resolution or would you like I can send them I can send them out because I've also got

[23:46] to sign the various memorandum and then I can just provide those to you.

[23:50] But yeah, if you can take care of the payment direction notices, that'd be awesome.

[23:54] Sure. Yeah. Sounds good. Awesome.

[23:56] Well, lastly, any administrative non-action items for a time to have an open meeting discussion with the board members of any public infrastructure district business.

[24:08] If you Austin or Scott or Scott want to have any questions or comments for today's meeting.

[24:17] Yeah, no questions comments here. I'm sure he's probably still there in his office.

[24:23] All right, well if we have nothing else for today's meeting, I will call this meeting to

[24:29] adjourn at 11.02 a.m. mountain time and I will go ahead and stop the recording.

Black Ridge IFD - Board Meeting

Transcript