CHESTERTOWN MAYOR AND COUNCIL MEETING
DECEMBER 5, 2022
Mayor Foster called the meeting to order at 6:25 p.m. In attendance were Councilmembers Tim O’Brien, Tom Herz, Jose Medrano and Meghan Efland, Town Manager W. S. Ingersoll and guests.
Mayor Foster took a moment to change protocol to thank Councilmember Efland for serving as Acting Mayor in his absence at the November 21 meeting. Also, in the spirit of the upcoming holiday, he wanted to remind everyone to keep comments focused on the issues that lie before them. He noted that public comments sometimes have gotten out of hand and these meetings are no place for personal disparaging remarks made town staff or committee members or volunteers. Mayor Foster noted that if anyone feels compelled to make such remarks, he is happy to meet with them privately. Mayor Foster also instituted a five-minute time limit on public comments from people who are not on the agenda.
Mayor Foster asked if there were any additions or corrections to the Mayor and Council meeting of November 7, 2022. Mr. Herz made a motion to approve the minutes. The motion was seconded by Ms. Efland and passed unanimously.
Mayor Foster asked if there were any additions or corrections to the Mayor and Council meeting of November 21, 2022. Councilman O’Brien asked to make two additions to the minutes. First addition is that Mr. O’Brien, along with citizen partners, David Bowering, and Michael McDonald attended the State Highway Administration meeting in the absence of Mayor Foster. The second addition, at the end of that same paragraph, to conclude that Mr. O’Brien stated, State Highway Administration is collaborating with the town and has initiated traffic studies on 213. Mr. Herz made a motion to approve the minutes. The motion was seconded by Mr. O’Brien and passed unanimously.
Mayor Foster reported that the cash on hand was $2,891,963.34.
Ms. Efland made a motion to pay the bills. The motion was seconded by Mr. Herz and passed unanimously.
Lindsey Rader, bond counsel from Funk and Bolton Law in Baltimore appeared before the Council to present the merger of Heron Point of Chestertown into Integrace, Inc and the changes that will take place with the conduit revenue bonds and loaned the proceeds.
In 2018, the town issue two series of conduit revenue bonds and loaned the proceeds to Heron Point of Chestertown. Those proceeds were used to refinance some other earlier outstanding bonds and to pay costs of issuance of the 2018 bonds. The 2018 A series bonds have been paid off and majority of the 2018 B bonds are still outstanding. These are limited obligations of the Town and Heron Point of Chestertown Common Inc.; the borrower is solely responsible for paying the debt service on those bonds.
Recently, Heron Point of Chestertown, Inc, with some of its related entities has decided to merge into Integrace, Inc, which is another Maryland Corporation and nonprofit a 501C3 that owns and manages three other life care communities in the state of Maryland. This proposed merger is already permitted by the existing bond documents and does not need the town’s approval, but the 2018 bonds were sold to Truist Bank, which is now the sole holder of the bonds.
In connection with this proposed merger, Integrace, Inc would like to ask Truist to allow the existing deed of trust on the Heron point facility to be released. That deed of trust serves as security for these 2018 B bonds. The Integrace, Inc entity has its own obligated group structure for financing, and if Heron Point is merged into Integrace, Inc, then the obligated group structure would be substituted for the master trust indenture already in place for the benefit of the 2018 B bonds.
Ms. Rader asked that the council sign a Resolution that acknowledges the proposed merger as the proposed transaction, having Heron point become a part of Integrace, Inc, the obligated group. If there is a substitution of the master trust indentures or if the deed of trust that secures the 2018 bonds is released, that is going to cause a technical re-issuance of the bonds under the federal tax code. The Resolution authorizes the council to authorize that re-issuance.
It was noted that Mayor Foster asked to recue himself from any vote made regarding this matter, but he can sign the Resolution because we’re not voting on low inherent points or money.
Representative for ACTS, Glenn Fox, Executive Vice President and General Counsel for ACTS, Catherine Leclerc, Executive Director at Heron Point of Chestertown, with Josh Paskor, Bond Counsel from Saul Ewing, LLP, attended the meeting to present to the council, the merger and name change of Integrace to ACTS Retirement Life Communities of Maryland, Inc., however, the community name, Heron Point, will not change. Heron Point will be joining three continuing care retirement communities; Family Chase, located in Easton, Fair Haven, located in Sykesville, and Buckingham Choice, located in Adamstown.
Mr. O’Brien made a motion to pass Resolution 03-2022 in support of the reissuance of the conduit bond. The motion was seconded by Ms. Efland and passed with Mayor Foster recusing himself from the vote.
Mr. Ingersoll presented a request from the Milary’s Dream Alliance to march from the Black Lives Matter mural to Washington College before the MLK breakfast. They are expecting 200 people to participate. Police presence was also requested with a 10:00 am start time on January 16, 2023. Mr. Herz made a motion to approve the Milary’s Dream Alliance, Martin Luther King Day march from the Black Lives Matter mural to Washington College. The motion was seconded by Ms. Efland and passed unanimously.
Mr. Ingersoll presented a support letter for the business lending program. The Maryland Department of Housing and Community Development Neighborhood Business Works Micro Grant funding request for the Modern Stone Age Kitchen. Mr. Herz made a motion to authorize the letter of support for the Modern Stone Age Kitchen applying for the neighborhood’s business works micro grant funding program. The motion was seconded by Mr. Medrano and passed unanimously.
Mr. Ingersoll presented a support letter for the application by ELB Automotive for funding through the Neighborhood Business Work Micro Grants Program. This is for the ELB previously closed business location in Chestertown and will provide additional jobs in the community. Mr. Medrano made a motion to approve the grant application for ELB. The motion was seconded by Mr. Herz and passed unanimously.
Jim Bogden presented to the council a report on planning for Carpenter Park and the development of a Chestertown Parks & Recreation Plan.
Mr. Bogden noted that the state granted the town $28,000 through the county, under the local parks and playgrounds initiative, specifically marked for Carpenter Park. The Recreation Commission held a special meeting last week, with several members of the Washington Park community in attendance, to determine how best to spend that money. A list of items they would like to see was put together which would cost a lot more than $28,000. Mr. Bogden asked Harold Summerville to list the top priorities which were swings, climbing wall and cooking grill next to the pavilion.
Mr. Bogden also attended a statewide meeting with Maryland Recreation and Parks Association. They call it a playground Summit. He noted the different surfaces available for playgrounds. He noted that the nice rubber surface at Wilmer Park was about $100,000, compared to the typical, engineered wood fiber, a fancy word for clean mulch, is a lot cheaper but needs to be renewed periodically, which over a 10-year period, the costs are about equivalent. Mr. Bogden reported that there is new product in the market, cork, and completely sustainable. The cork tree can be stripped of its bark grows back to bark about 15 times over its lifetime. Cork is a good potential surface and costs about the same as the poured in place rubber.
Mr. Bogden noted that he spoke with some of the vendors and found that for $28,000, an outdoor grill, a swing set and a wood mulch surface could be purchased.
Councilman O’Brien asked if there is a request for an additional amount to be dedicated to putting other equipment in Carpenter Park.
Councilman Herz noted that the town is eligible again in August for a DNR Parks and Playgrounds grant. The $28,000 will be spent toward the swing set and grill now, then propose a much larger playground in conjunction with that. He asked if the money would be better spent on infrastructure like water fountain and signage, directing people to what currently exists?
Mr. Bogden noted that the advantage of waiting on the swing set is that instead of having a wood mulch surface for the swings, we get a nice wood, rubber or cork surface. People from Carpenter Park have noted that they would like to have playground equipment right away.
Mayor Foster mentioned using the equipment from the Worton elementary school. Mr. Bogden noted that the equipment from the Worton elementary school had been brought up at the meeting and he spoke with the Game Time representative, about what it would take to restore that equipment. They have a program called Renew, where they will come out, remove and replace plastic parts and replace nuts and bolts and things like that. He cautioned that moving equipment like that can be problematic, because it’s cemented in place. After removing, the cement must be chipped off. The process is time consuming, and any damaged parts will need to be replacement. The expense of fixing and relocating equipment may be the same as buying new.
Mr. Ingersoll asked if the people at Carpenter Park would want the used equipment from Worton Park. Mr. Bogden noted that the Carpenter Park people have decided that they would prefer to have new equipment.
Councilman O’Brien noted that he respected that choice and there are plenty of pocket parks in need of equipment that are in no specific neighborhoods and supports getting new equipment for Washington Park and having all the major parks treated with nice new equipment equally.
Councilman Herz asked if there were any concept drawing or thoughts around what the end state of this property should look like, placement layout. The park currently has a pavilion and basketball court. Mr. Bogden noted that this was something he would work on in collaboration with the community there.
Councilman O’Brien asked if there was anything that prevents or prohibits the placement of a grill. Mr. Ingersoll noted that a law was passed about parks a couple of years ago regarding open flame but did not think this was the same thing. He noted he would check the ordinance.
Councilwoman Efland noted that Mr. Bogden’s point of trying to have a master plan and to look at the needs of each park and then prioritize the needs and see if there is grant funding available.
Mr. Bogden noted that the 2015 Comprehensive Plan called to have a Parks and Recreation plan which was never done. The town is putting in requests for funding to the ARFA Task Force. He feels we need to look at all the parks in an integrated way and get this community wide consultation process, find out what people want for the next 20 years. Consider water activities, along with land-based activities, and nature activities. Use the collaborative relationships with the YMCA, with the County Parks & Recreation, with the schools, the Sultana and so on.
Mr. Bogden noted he met with Cat Stewart that does park plans in Caroline and Talbot Counties. He noted that she attended the focus group, before COVID, that the county was doing in preparation for the county wide plan. She facilitated that focus group, and she knows Chestertown and what the people want. She’s very familiar with the County as a whole and the funding. He spoke with her regarding a potential consulting contract, which would be for six months. Mr. Bogden noted that she would deliver it by the end of May, which would involve meetings and focus groups. She will be working on a proposal, which can be presented at the following meeting for consideration. This formal proposal should come in between $10,000 and $12,000.
Mr. Bogden reported that there are kayaks in the racks and the program seems to be working well. The Recreation Commission reviewed the draft rental agreement forwarded by Bay Adventure Outfitters and said it looks fine, but it needs to be tailored for the town. Currently, it is kayaks only but bikes will be added later.
Mr. Bogden mention Ajax Park and the safety concerns. He said he sent a message on behalf of the downtown Chestertown Association about the need for attention to replace the fences at the toddler playground and other maintenance issues.
Mayor Foster noted that he felt the connectivity trail from Coventry Farm and Carpenter Park that would connect Gilchrist Trail to the entire town was important.
Mayor Foster reported he received a letter from the Maryland Department of Housing and Community Development, behalf of Governor Larry Hogan. The funding request for fiscal 2023 program has been approved for $150,000 for the large wetlands project. This is a subsidiary of Sultana program, that they had been trying to raise funds for and were pleased to assist in that effort.
Mayor Foster gave a brief update on the middle school, that there have been several changes. They are still looking at the same basic options but decided not to rush through and have the current Board of Education vote on it. The vote will be by the new members of the board, as well as the new County Commissioners.
Mayor Foster gave a brief update on the commitment to a feasibility study. There were several questions raised such as the terms of cost. There were a lot of estimates in those costs but was still within the margin of error. The feasibility study will clarify some of those issues.
Mayor Foster addressed an issue brought up at the Chestertown learning sessions, whether the Board of Education is strictly constrained to property that they currently own. He stated that there are precedents for what they refer to as a land swap and was pleased to see that they were willing to look at it. There are at least two parcels of land that could meet the requirement. One would be just north of the Dixon valve property on 213 and another is on Talbot Road, pass the Radcliffe school with 92 acres of land, not all of it is buildable or available, but it is for sale. Mayor Foster noted the town would do everything possible to cooperate with the school board.
Mayor Foster reviewed several committee vacancies on the Planning Commission, the Historic District Commission, multiple vacancies on the Ethics Commission and a vacancy on the Tree Committee. He noted that the Tree Committee wanted to add a member and Council felt it would be better to keep it at an odd number, so two positions were added. Mayor Foster asked that anyone from the community interested in serving to send word and asked the council members to think about people they have in mind.
Councilman O’Brien asked that the chairs of each committee go through their list of members and ask the members if they would like to continue, resubmit, or provide names.
Mayor Foster noted that the chairman of each of these committees are normally up to date on reporting vacancies, but this has not happened recently, so this needs to be reactivated. One of the towns greatest resources are the number of talented and interested volunteers but they also have a commitment to make sure that volunteers that are committed are trained, and that they learn the rights and responsibilities. He noted that during the strategic planning exercise it was brought up that a serious training program for each committee should be considered.
Councilman O’Brien reported that the town was forwarded an EPA grant application for a very large sum for the support for the municipal recycling program. He has asked the Environmental Committee to look it over and see if it’s appropriate and worth pursuing. Mr. O’Brien noted that it could potentially be enough to buy a recycling truck for the municipality. Mr. Ingersoll noted that the minimum is $100,000 and the maximum is $500,000.
Councilman O’Brien also mentioned that he wanted to work with the Environmental Committee to identify a recycling concept.
Councilman O’Brien noted that the Environment Committee requested to have the town consider establishing an environmental stewardship award to recognize people. The first person the committee would like to have recognized is Ford Schumann for his years of service towards environmental sustainability and recycling. Mr. O’Brien noted that this award doesn’t currently exist, but the committee would like the council to consider establishing this award as a potential annual award with a plaque or certificate. Mr. O’Brien also invited others to ask if there were other community awards that could easily provide an avenue for recognition.
Councilman O’Brien reported that he forwarded a letter to Centreville requesting that they work together, with SHA and that SHA mentioned that if both historic towns were asking to address the same heavy traffic issue, it would be helpful to work together. Mr. O’Brien learned that Centreville is currently working on a heavy traffic plan as part of their strategic planning process because they also have acknowledged that the traffic going through their town is heavy pass-through traffic not local.
Councilman O’Brien mentioned that he has a meeting with the Dr. Couch, Wednesday, on the potential access to commercial kitchen, as a follow up to the towns request.
Councilman O’Brien reported that the State Highway Administration has followed through with their promise to begin traffic studies on Washington Avenue as requested by the mayor. The SHA will be able to collect actual data from their independent studies, but this data will guide their decisions to what they can or can’t do. Mr. O’Brien also confirmed that the sidewalks along Washington are in fact the town’s responsibility, but the SHA will help with designs.
Councilman O’Brien reported that he and his wife had a wonderful time participating in ‘A Dickens of a Christmas’ and encourage people to participate next year.
Councilman Herz reported that he has written a letter to Kristen Owen, president of the Main Street Board and hoped the council would join him in signing. The letter thanked Main Street Chestertown and the multitude of volunteers for their hard work organizing and hosting the A Dickens of a Christmas in Chester town this year.
Councilman Medrano reported that there is a new store, about two-weeks old, has opened on 700 block of high streets, across from the AquaFit, a Latin store called the endo Latina that sell Latin America foods and different types of snacks and things.
Councilman Medrano also reported that Brook Meadows has finished renovation on about 33 units and the tenants have started to move in. The only thing left is the maintenance building and the laundry area are still in need of work.
Councilman Medrano mention that a request was received from Washington Park resident, Tom Somerville, asking about the signage of the park community that is kind of rundown and falling apart. Mr. Somerville has asked help from the town to have a new sign put in that will also identify Carpenter Park in the community. Mr. Medrano feels it would be a good idea if the town offers some assistance in replacing and installing a sign. Mr. Ingersoll noted that he has already contacted Chester Sign Company to get an estimate, which could be in the range of $500 to $800.
Councilwoman Efland thanked the mayor and everyone who attended the Board of Education meeting on behalf of the town. She mentioned that Tuesday, the DCA will be recognizing Jamie Williams for her service at the County Commissioner meeting.
Councilwoman Efland reported that she missed out on the parade, but it looks like the evening parade was amazing. She noted that she grew up in Queen Anne’s County, and they always did nighttime parades, which she thought were cool.
Mr. Ingersoll noted that the council, planning security, and the police chief will be meeting Tuesday for a blue-ribbon panel, to go over where to locate surveillance cameras around the downtown area for the future safety of the public.
Councilman Herz mentioned a letter of intent from one of the providers about addressing broadband issues. The ARFA Task Force voted for the town to get an application, however, because they are a for-profit-entity, the work will have to go out for bid. He proposed, early in the new year, to form a study group to think about the broadband issues in Chestertown, particularly in the downtown area and come up with a list of what is needed and what areas are underserved and send that request out for bid.
Mr. Ingersoll introduced Lynda Thomas, a finalist for the Town Clerk position.
There being no further business, Ms. Efland made a motion to adjourn the meeting at 8:42 p.m. The motion was seconded by Mr. Herz and passed unanimously.
Submitted by: Approved by:
W.S. Ingersoll, Town Manager David Foster, Mayor