MINUTES OF REGULAR MEETING OF
THE HEALTH, EDUCATIONAL AND HOUSING FACILITY BOARD
OF THE CITY OF MEMPHIS, TENNESSEE
Wednesday, March 6, 2024
The regular meeting of The Health, Educational and Housing Facility Board of the City of Memphis, Tennessee (the “Board”) was held pursuant to public notice published in The Daily News on Wednesday, February 28, 2024, and posted on the Board’s website at: www.memphishehf.com. The published meeting time was 12:00 Noon. The meeting was held in the conference room in the Board offices, located at 65 Union Avenue, Suite 1120, Memphis, TN 38103.
The following Directors were present:
Daniel T. Reid, Chairman Monice Hagler, Secretary
Buckner Wellford James Jalenak
Cliff Henderson (Zoom) Katie Shotts
Howard Eddings Vincent Sawyer
Staff and others attending: Stephanie Bryant, Bryce Miller and JP Townsend; Charles E. Carpenter and Corbin I. Carpenter, General Counsel; Katrina Shephard (Zoom), legal assistant to General Counsel; Cheryl Hearn, Deputy City Attorney.
Also participating in person and/or via remote Zoom virtual platform were Shirley Bondon of Black Clergy Collaborative of Memphis; Becky Scott, James McNabb, Joyce Warren, Andrea Smith, William Tuggle, Jon Tenort and Robert Blake, all residents of Memphis Towers; Alex Uhlmann, Caroline Francisco, and Devin McGrath of the Memphis Tenants Union; Ericka Douglas of Memphis Interfaith Coalition for Action & Hope (MICAH); Brian Myers, Pam Bower, Eric Regan, Jon Caputo and Joyce Chain, Joanne Flanagan and Henry Zuckerberg of JDF,LLC representing The Richmond Group Affordable Housing, a limited partner and all appearing in connection with Memphis Towers Apartments; Tie Lasater of Key City Capital representing Grahamwood Place Apartments and Pinebrook Pointe Apartments; Thomas Robinson of Alco Management, Inc., representing Pershing Park Apartments; Jay Mann of Capstone Realty and Management, LLC and Mark Jobe of Glankler Brown, PLLC representing The Lakes at Ridgeway, The Reserve at Mount Moriah and Stonegate Apartments; Philip Balderston, Tameca Parker, Brett Goldenhorn, Stephanie Reed and Pauline Olden of Odin Properties and David Upton representing Creekside Meadows (Bent Tree) and Mill Creek Apartments; Claudia Taylor of WREG-TV; Alan Selph of WREG News Channel 3; Kate Bieri and Stephanie Watkins of WHBQ-TV (Fox 13 News); Jacob Steimer of MLK 50; and several members of the public were also present.
Members of the media entered the meeting.
With a quorum present, the regular meeting of the Board was called to order at 12:00 Noon by Daniel T. Reid, Chairman.
Chairman Reid stated that in compliance with the Open Meetings Law codified in Section 8-44-101 to 8-44-108 inclusive of the Tennessee Code Annotated, as amended, The Health, Educational and Housing Facility Board of the City of Memphis, Tennessee is holding its regular meeting on Wednesday, March 6, 2024 @ Noon as an open public meeting in its conference room located at 65 Union Avenue, Suite 1120, Memphis, Tennessee 38103.
Chairman Reid stated supplemental Board meeting materials could be accessed on the Board’s website: www.memphishehf.com and reminded all attendees participating via remote access to enter their name and affiliated entities into the Zoom platform for record keeping purposes.
Chairman Reid introduced the newest member of the Board, Vincent Sawyer and welcomed him to his first Board meeting and invited Sawyer to tell the group a little about himself. Sawyer said he is the staff attorney for The Works, Inc. and works with community development, specifically affordable housing. Sawyer stated that The Works, Inc is citywide entity, primarily focused on affordable housing and constituent services. Sawyer stated he is happy to be present and learn and contribute to the Board. Reid thanked Sawyer for his comments and welcomed him aboard.
Public Comment
Chairman Daniel Reid opened the floor for public comment and advised that all comments should be limited to two (2) minutes per speaker.
Initially, no one present indicated an interest in making public comments; however, as the board meeting continued to populate there did appear to be an interest and public comment was commenced, as follows:
A. Shirley Bondon introduced herself, stating that she was attending in support of the tenants at Memphis Towers, but is here on a different matter today. Bondon stated that she is concerned about the configuration of the Board’s conference room, the way the public is being treated by this Board and its failure to adhere to basic compliance regulations. Bondon stated that for example, most of the population the Board serves has disabilities, physical and intellectual, so any public meeting ought to be accessible such that a wheelchair could enter, and it cannot. Bondon stated anyone who needs accessibility tools should be able to enter this room but cannot. Bondon stated regardless of in the past that the Board did not have many people attending, that does not matter, and it is not based on a number, but accessibility and this room is not accessible. Bondon stated that the very fact that the Board was not set up to take public comment talks to the fact that it is not accessible. Bondon stated she spoke to Charles Carpenter and asked him to move the meetings to an accessible location, and he declined. Bondon stated she has since sent a request to the city attorney and the city council members and has not received a response from them. Bondon stated that because this is an instrumentality of the City Council and of the city, the Board must adhere to both state and federal regulations and the Board is not and has not for some time. Bondon stated the next option, if she does not get some relief from the City Council, will be to go to the state and federal authorities. Bondon stated this is a simple request to move this to an accessible location and some place where all people can be present and speak. Bondon stated attendees should not have to stand, and unable to get a wheelchair in here. Bondon stated that for the last two (2) Board meetings, she participated via zoom and was unable to hear what is going on and what is being said and this is not the way to conduct a public meeting.
B. Becky Scott introduced herself as a resident at Memphis Towers. Scott stated she has been in front of this Board many times and wanted to follow up regarding last month’s meeting and express some concerns she has about the transfer of ownership of Memphis Towers. Scott stated this process was done with absolutely no consultation whatsoever with tenants or with the Memphis Tenants Union. Scott stated that representatives from The Richmond Group Asset Management that the Memphis Tenants Union spoke with in February agreed to meet with the Memphis Tenants Union, and she feels like there was ample time before this meeting to meet and explain what could not be explained in a simple sound bite at the end of last month’s meeting, and that was not done. Scott stated tenants has absolutely no input in how the building changed hands and that is concerning to her and right from the jump is a red flag. Scott stated she would like the Board to consider when determining what its relationship with this building and its owners is going to be from now on, to consider that the Memphis Tenants Union was not consulted in any of this, which has been one of their core demands, and she thinks that there has not been an establishment of trust that would lead to the reinstatement of the PILOT that would lead the Memphis Tenants Union to be confident to ask for the reinstatement of the PILOT. Scott stated that new ownership has not earned the Memphis Tenants Union’s trust yet and asked the Board to consider that when making its decisions.
C. Joyce Warren introduced herself as a resident of Memphis Towers, stating she has been present before the Board several times. Warren stated that she wants the owner and the residents to be one. Warren stated that they cannot have a relationship if ownership is not talking to residents. Warren stated that new ownership first must find out what the problems are before you can fix them, and communicate with residents, because if ownership does not communicate with residents, they will not understand. Warren asked why residents would agree to a PILOT for the building if they do not know what new ownership’s plans are for them. Warren stated residents want a healthy building, healthy living, and respect for residents.
D. Andrea Smith introduced herself as a resident of Memphis Towers. Smith stated she does not know who anyone is, that there is security now at Memphis Towers, but she does not know who they are because they do not have meetings. Smith stated that residents need to have meetings all the time because they do not know if people are residents or strangers or anything. Smith stated people need to talk to each other because they need communication to check each other out, how people are doing, and everything, because you never know anything, and they need to all the time.
E. Robert Blake introduced himself, stating he is an old soldier, eighty (80) years old, and has been a resident of Memphis Towers since 2003, over twenty (20) years. Blake stated he has seen owners come and go and he was also the president of the tenant's association for five (5) years. Blake stated that the Board’s PILOT program is a great program that provides help to people like himself. Blake stated that if he were not at Memphis Towers, he would probably be somewhere in the hood in a rooming house, sharing a bathroom and kitchen with many other people. Blake stated with owners that have come before this, some of them bought the property as investment property, which meant tenants were nobody to them, and they just wanted the building full because the money was almost guaranteed because it was government money, but they did not care anything about what was going on with residents. Blake stated then there were other owners who had heavy hands that wanted to go into places in resident's lives that they were not authorized to get involved with resident's social lives through curfews and telling residents where they could and could not go. Blake stated that he agrees with Warren’s comments and stated that ownership needs to talk with residents. Blake stated he has great confidence in the new ownership that is here now because they have talked with residents, they came in with the right attitude, and they came into the building giving. Blake stated new ownership gave residents a free barbeque dinner and residents were able to talk with them about what they want. Blake stated that residents want what is theirs according to the rules of the program. Blake stated when he was president of the association, he made sure everyone knew what their rights were so that they would be able to defend themselves because residents were threatened with evictions all the time, and some people in situations like these, that would scare them to death. Blake stated threats were made that prior ownership would evict residents in ten (10) days, and residents did not know they could not do that because they came from a place of authority, they just accepted that it was what it was, but it was not that way. Blake stated that residents need training as a group of people along with a good solid company that is willing to go by the rules. Blake stated that owners of the building are going to make money, and he is not against a private company coming in and making money, but do not step on his neck making that money. Blake stated residents are looking for a nice place to live, and not trying to keep anybody from making money. Blake stated this is America, and everybody wants to make money, so if everyone can come to a spot where they can talk about how to help each other as they live together in this building. Blake stated he came to Memphis Towers because twenty (20) years ago, he thought it was a futuristic looking building with the breezeways and the towers and he was happy to live there, and his family was happy that he was there and it was out of the hood, because he was an old man, but age does not get respect anymore. Blake stated that Memphis is the valley of the shadow of death, so residents are happy to be where they are, but the association between the two needs to be better according to the guidelines that Housing and Urban Development (HUD) has given about how this place should be run and how this program should be run. Blake stated that a lot of education is due, and he thinks it is due to the associations. Blake stated that before, the associations were like a social club that raised money.
F. Caroline Francisco introduced herself as an organizer with the Memphis Tenants Union. Francisco stated that she wants to emphasize to the Board that the reason the Memphis Tenants Union is still coming before this Board is to demand the same thing that they have been demanding for seven months now, which is transparency and accountability from this Board about the PILOTs it administers and making sure that the Board members know that the people they are accountable to at the end of the day are the residents who live in those buildings. Francisco stated that the Memphis Tenants Union has not received any notification or transparency about the new ownership at Memphis Towers, whether they have applied for a PILOT Transfer, what the status of the PILOT is, and residents are entitled to that information. Francisco stated that she would also love to get on the Board meeting minutes that at the February 20th meeting of the City Council, City Council did ask for a plan from this Board about not just regarding Memphis Towers, but overall, what HEHF plan is to address the chronic lack of accountability to residents who stay in PILOT funded properties. Francisco stated the Board is using resources from the tenants here that have read a litany of issues that the Board has taken a long, long time to address, and they want to make sure that the Board knows that tenants at Memphis Towers deserve justice. Francisco stated again that she wanted to get that in the meeting and that the Memphis Tenants Union and City Council look forward to hearing the Board’s plan for not letting this injustice continue.
Buckner Wellford stated in response to an earlier public comment regarding meeting space that he understands that the Board has a lease for this meeting space. Wellford stated the Board does not have crowds often and asked if it has other options of a place to meet when it expects large numbers of people, other than the Board’s conference room. Wellford stated that the space is crowded and is not built for large crowds to come into, but he is not sure how the Board can address that. Wellford stated that it is a fair point made and it is hard to let people come in and stand. Carpenter responded that it is not that legal counsel denied relocating to another location, but that this location is not in violation of ADA standards. Carpenter stated that it is not large enough to have everyone, but he does not believe there is any facility that is large enough to handle everyone that would want to come, at any level, federal, state, or local level. Carpenter stated that many of the concerns that they have, have been documented, the media is present, and they have been shared throughout the community, and the Board is going forward with the process that will allow all parties to have rights, not only the tenants, but the lenders, the developers, and everyone has rights that has to be balanced, and this is not just a one sided event.
Carpenter stated it is important to note the name of the Board is the Health, Educational and Housing Facility Board, so the main mission is to facilitate the development of affordable housing, healthcare, and education. Carpenter stated the Board is facilitating, and its constituents are all parties from lenders to developers to tenants, and the Board balances that to move forward, and that is where the Board is in this process. Carpenter stated if the Board elects to move to another location that can be secured, the Board has the right to do that. Wellford asked if there is a place at City Hall that would be available. Wellford also stated that there are times when the Board does not know when it is expecting a large group, but the last few meetings, there have been, and he would be willing to go to some other location, but he is not advocating that the Board go and rent a new space, but he is just not sure what the Board’s options are. Monice Hagler said she has been thinking about this too, because the last few meetings have had large crowds. Hagler stated she believes the Board has options, and it just needs to explore what those options are. Chairman Reid stated this may be discussed with the Mayor’s office. Hagler stated there are other options besides City Hall, including some community buildings or other options to explore.
Chairman Reid thanked everyone for their comments.
Approval of Minutes
James Jalenak moved for approval of the Minutes of the February 7, 2024 Regular Meeting, which was seconded by Katie Shotts and the motion passed unanimously after proper roll call vote of the Board members.
Attorney’s Report
Charles Carpenter presented the legal report, as follows:
Brian Myers, Pam Bower, Eric Regan, Jon Caputo, Joyce Chain, Joanne Flanagan and Henry Zuckerberg entered the meeting.
1. Carpenter began by welcoming members of The Richmond Group present at the meeting. Carpenter said the Board had quite a robust attendance for this item, but he believes today the tone would be different than it was. Carpenter introduced Joanne Flanagan, the attorney for The Richmond Group, and Brian Myers, the president of The Richmond Group. Carpenter reminded the Board that Memphis Towers is a PILOT property, and the Board has also issued tax exempt bonds for this property. Carpenter also reminded the Board that Memphis Towers has been placed in legal default and there has been a lot of public interest through the residents, not only at Memphis Towers, but Millennia Property Management also owns and manages several other properties in Memphis that are part of the PILOT program administered by the Board on behalf of the City of Memphis. Carpenter further advised that upon information and belief, the limited partner, The Richmond Group Asset Management, through an affiliate entity, now has been substituted as the new general partner for Memphis Towers in lieu of Millennia. Carpenter advised the Board that The Richmond Group is here today to give the Board an update, and at the Board’s last meeting, it was discussed that from the limited partnership agreement, there was also legal defaults on behalf of Millennia, and they were working their way through that situation. Carpenter stated that the situation has come to some level of finality, notwithstanding, there is still a lot of legal work to be done and matters to be confirmed.
Carpenter stated he is providing this background to the Board to set the stage and thereupon turned the meeting over to Flanagan and Myers so they may provide an update of where we are in this process.
Brian Myers stated he is proud to announce that Millennia has been removed from ownership of the property. Myers stated Millennia had previously been the controlling member of the partnership and owned the building, but for reasons that are well documented and from all the complaints that this Board has heard for many months, they have been removed.
Carpenter stated for the record and to provide clarity, that Memphis Towers is the only property that is being discussed indicating that Millennia has been removed as general partner. He reminded the Board that Millennia does have other properties in Memphis that some of the attendees have interest in, but the Board is not discussing those properties, and The Richmond Group has no involvement with those properties. Myers stated for the record that is correct.
Continuing, Myers stated that effective Monday, March 4, 2024, there was a change of ownership control of the building, and The Richmond Group has been in charge now for two and a half days. Myers stated he has heard a lot of comments about communication, and he agrees with that, further stating his group tried to do some of that at the March 5, 2024 barbeque event sponsored by The Richmond Group, to encourage folks in the building and there was a tremendous turnout where representatives of The Richmond Group spent a fair amount of time with the residents of Memphis Towers and received a lot of feedback. Myers stated many of the residents that attended today’s Board meeting were at the barbeque sponsored event, and The Richmond Group had also previously reached out to the Memphis Tenants Union to try to get their feedback and will continue to do so. Myers stated there are still a lot of things that need to get done in the building and his group would like feedback from residents so they will work on how to improve that communication going forward so his group can get residents what they need.
Myers stated that despite only being in control for two and a half days, his group has gotten a fair amount accomplished, beginning with delivering 24-hour security, which was very important to the residents, and was not the case before their takeover. Myers stated that a local firm, Imperial Security, which is Memphis based and operated in 27 states, and Memphis Towers now has a uniformed guard at the building 24 hours a day. Myers stated that his group has also surveyed the building, noting that security cameras was another issue, and found that the building has effectively two (2) security camera systems, both of which are inadequate and more of a residential system. Myers stated the better system was through ADT, which got about ninety percent (90%) complete, and then ADT walked off the job because they were not paid. Myers stated he contacted ADT and was told they are owed about $125,000 and would pay them shortly. Myers stated that he met with an ADT representative and walked the buildings to take an inventory of all the cameras and there were some areas with inadequate coverage, including the parking lots, and he looks to get a proposal from ADT to expand the cameras and have a setup at the security desk where the guard can monitor all the cameras from one central location, which will take a few weeks. Myers stated he believes this is a step in the right direction.
The doors to the building were a concern too, Myers stated, with the back door still being the original door and the front door not being the appropriate door for the building. Myers stated his team has met with the company that installed the doors and are getting some quotes to expand and put a different door system in the front and rear of the building, which will help secure the building.
Myers stated pest control was a big problem, so his group has spoken with Cook’s Pest Control. Myers stated there was a four-month period when Cook’s Pest Control stopped working for non-payment, but as a result of some pressure from the Board and the tenants, they were brought back a few weeks ago and had done six of the eight floors. Myers asked that Cook’s Pest Control perform this service again because he believes his group needs to demonstrate with actions. Myers inquired with Cook’s Pest Control regarding bed bugs, and they reported seventeen units in the building had bed bugs that they were treating. Myers had Cook’s Pest Control survey 100% of the units for bed bugs and an additional 18 units, so there are a total of 35 units that have known bed bugs. Myers was advised that it takes four consecutive weekly treatments to remediate bed bugs, so depending on when the units were identified, some units are on their third treatment, while others have had their first treatment as of March 4, 2024. Myers stated to the residents in attendance that his group will share the list of units with them, and if residents feel the list of units affected by bed bugs is incomplete, he would appreciate them letting his group know that so that they may get pest control dispatched to remedy that.
Myers stated they have found out that the trash compact is not working, and workers have not been paid for that, so he was able to pay cash to get the repair company to the property to inspect it and is anticipating a proposal for those repairs shortly, and it will likely need to be replaced. Myers stated that he has just learned in the last hour that one of the sewer laterals is cracked going to the street, and this repair was in the original scope of work that the original contractor walked off the job. Myers stated he has authorized his team to find a local plumber that can do an emergency patch on that, but he is unsure of the timing for repairs. A Memphis Towers resident in attendance (William Tuggle) stated that the line was pumped out about a week and a half ago and is not leaking now. Myers stated that the line is cracked, and that is just a temporary solution, and the pipe would have to be replaced.
Myers stated that all the residents his team met at the March 5, 2024 barbeque event were thrilled about some of the steps that his team has been taking, hearing the terms “thank God, you rescued us”, and he felt like it was a heartwarming event. Myers again stated that residents seemed generally pleased and his team received a lot of good feedback. Myers stated that all units have been renovated at this point, but no money was spent on the ground floor and the common area space tenants have always previously had enjoyment of, has been closed for a couple of years now. Myers stated that this is not right, but he hopes that residents will bear with his group a little bit, he has reached out to the contractor that walked off the job because they were not paid, and they have agreed to come back if they are paid. Myers stated his team is going to enhance the scope of work at the first floor from what was originally planned, because he believes it was inadequate, and he stated he would like feedback from residents with some of their ideas and things they would like to see. Myers stated that mailboxes are on order and that was an important issue too that his team found, and they have accelerated that.
Myers stated his team is trying to do everything they can as fast as they can but asked for a little bit of patience from the residents, further stating that it is good to be skeptical and these are just words and asked that they hold his group’s feet to the fire but know that they will get where they need to be.
Carpenter responded by thanking Myers for his update, stating that from the Board standpoint, it is concerned about matters other than just operational matters, but legal matters, the legal structure, how HUD has been addressing the outstanding issues, the changes in the limited partnership documents as far as replacement of the general partner, and related matters. Carpenter further advised that the Board has not seen executed legal documentation yet, and that is one of the things that must be put into place in order for the Board to move forward as indicated. Carpenter stated that this is a process that must take place over a period of time but did offer commendation to The Richmond Group for coming in and moving things in the right direction. Carpenter turned the meeting over to the Board members for any questions or comments before further deliberations.
Buckner Wellford stated that the letter dated March 4, 2024 informing of a change in ownership and the commitment that has been made, at least for the short-term basis and gesture of good faith is appreciated, as is the difference between the new leadership and old leadership. Wellford stated he would like to go through some things to see where everything stands going forward, as there were a number of tenant benefits that were provided in a tenant benefit breakdown chart to the Board when the Board approved this PILOT in December 2020, and asked Myers if he is aware of these. Myers responded no, and it would be helpful as there has been a bit of an information gap on their side and asked if the Board would be able to provide that information. Wellford stated that the Board staff will provide to The Richmond Group the tenant benefit breakdown that was part of the PILOT, and it addresses such things as kitchens, new base and wall cabinets, new countertops, bathroom updates, flooring, carpeting, elevator modernization, remediation of mold, asbestos, lead based paint, etc., all totaling over $5.5 million in anticipated benefits. Wellford stated he believes some of these things have happened, but some have not, and it would be helpful to get a response on where things stand in terms of the scope of what the Board has power to do, it is very much focused on what was promised and the level of those benefits. Myers agreed.
Also, Wellford stated that Millennia representatives reported to the Board in October 2023 about a code enforcement inspection for mold in July 2023, and stated the Board was told there was a 100%-unit inspection performed and all items that code enforcement gave to Millennia were completed. Wellford told The Richmond Group team that the Board would appreciate this new ownership team checking on that and confirming that has been done, as that is what was represented to the Board. Wellford stated that there were also reports from Millennia about emergency pull cords that had been replaced or updated, as there are a lot of elderly and disabled residents in the building, and those cords are not connected to an outside provider, but the way they worked was when they are pulled, the front desk is notified, front desk personnel checks on the tenant, and then makes the emergency call. Wellford stated the Board was then notified in December 2023 that the front desk does not have 24/7 coverage, which is concerning. Myers stated that his group has placed someone there 24 hours a day now.
Wellford asked about the entity replacing the general partner. Myers stated that The Richmond Group is replacing the general partner. Wellford asked is there is any common ownership between the replaced general partner (Millennia) and the entities that are now going to be investing in and managing this property. Myers stated that Millennia is completely removed and the staff in place right now at the building reports directly to The Richmond Group, and there is a team of people present at the Board meeting today that will also be at the property for the remainder of the week, and folks from The Richmond Group office will be physically in the building for at least the next month. Joanne Flanagan added that because this is a HUD related building, for any new management company to be put into place, The Richmond Group will be required to fill out all required documentation and submit that to HUD, and HUD has approximately ninety (90) days to approve everything, so no new management company will be put into place until HUD approves that. Flanagan stated The Richmond Group already had approval by HUD to, if necessary, and of course it was, to replace the general partner with an affiliate of the investment partnership, which is what they have done. Wellford stated he has seen a reference to REAC Reports that are periodically done, which are HUD required, and the last report was done in 2019. Wellford asked if a more recent REAC Inspection has been completed. Myers responded no, and those inspections are typically done every three (3) years, and her team expects that as soon as everything is sorted out and the property is completed, there will be a new REAC Inspection.
Wellford asked what the occupancy level is at the property. Myers responded there are three towers consisting of 298 units in total, with approximately 100 units in each tower, and one of the towers is still not available. Myers clarified that the units have been renovated in that tower, but there is an issue with sprinkler heads that were painted over, and the fire panel was not right, so that work has been going on the last one to two weeks. Myers stated he expects once that work is completed, that is all that is necessary to get the Certificate of Occupancy on that tower, but Myers stated he does not have a definite timeline, because there may be other conditions for that tower he is not familiar with yet so it is currently empty, but the other two towers consisting of approximately 200 units, only have between 45-50 vacant units. Myers stated there is approximately 150 vacant units available for seniors, so there is work to do, which brings the occupancy to approximately 50% occupied for the overall project. Carpenter stated the Board’s occupancy requirement is 75% occupancy.
Wellford asked where the Board stands, as the property is declared in legal default, and the property has thirty (30) day cure period or to provide the Board with a remedial plan, although he understands that thirty (30) day cure period is not firm and can be extended by the Board with good faith effort, but asked where the Board is in this process of legal default. Carpenter stated that Memphis Towers continues in legal default; however, since there have been material advances in coordinating an acceptable cure plan since the last Board meeting and things are trending in the right direction, Carpenter recommended that the Board take no definitive action today as to the legal default and reset this matter for a full presentation and status report at the Board’s April 3, 2024 Board meeting. During the interim, Carpenter stated his firm would continue due diligence, making sure that all the legalities are being addressed in compliance with law and Board policies and procedures, and his firm would make a recommendation at a later time. In the meantime, Carpenter stated his firm believes it is in the best interest of all parties to allow this new general partner to come in, continue to do its work, and the Board would provide monitoring and oversight.
Carpenter stated that as a part of the motion to defer action, the legal default would remain in place. Carpenter stated it would be envisioned for the April 3, 2024 Board meeting that a formal presentation be made by the developer, a formal presentation from the Board’s internal and external compliance monitors, and a legal presentation from his firm, and a recommendation to the Board as to how to proceed based on the facts and circumstances at that time, but everything would be moving toward finalization of the status of the PILOT, which is the sole jurisdiction of this Board. Further, Carpenter reminded the Board that all the issues with HUD, the Environmental Court, and Code Enforcement are outside the jurisdiction of this Board, and the Board will focus solely on the status of the PILOT. Carpenter stated if the Board determines to terminate the PILOT, that would be transferred back to the developer and to the Shelby County Assessor's office, the property would be reassessed at fair market value, and the taxes would be adjusted in that manner.
James Jalenak asked how about the financing of all of this. Jalenak stated that this new group is coming in and doing all these wonderful things and fixing these issues, but asked where the money is coming from to finance this work. Myers responded that his group committed $19 million to this project when it started, and they have contributed approximately $10 million of that, so there is still $9 million remaining to contribute to the project, but that has to cover a lot of different things, including paying off the contractors, finishing the rest of the work to the buildings, and there is a bridge loan of $8 million that includes financing fees among many other things. Myers stated he is unsure if $9 million will be enough, but it will cover a substantial portion of that, and it will be up to his firm to figure out how to deal with any deficiency. Jalenak stated that Millennia had those funds available also and asked if the funds already used were used improperly. Myers stated that Millennia did not satisfy certain conditions that were necessary to get additional funds released and there were a lot of shortfalls in the development of the property that they needed to fund under the documents between Millennia and The Richmond Group, and also a variety of other reasons why those additional funds were not made available to Millennia.
Cliff Henderson stated he appreciated the actions taken since March 4, 2024 and prior by The Richmond Group, but asked how long the group was aware of what was going on the Memphis Towers as a partner in this group. Myers responded that his group knew construction was substantially delayed and construction was supposed to be completed over two (2) years ago, and his group was aware of the cost overruns and development deficits and bills that were not being paid. Myers also stated that his group has gotten word of the complaints from the tenants and saw some of the news stories, so his group put additional pressure on Millennia to try and fix those issues. Myers stated his group received many promises from Millennia, just as the Board and tenants did, that ended up not being satisfied. Myers stated it became clear that his group has no other choice but to move forward with taking control themselves. Henderson asked if The Richmond Group is a partner with Millennia on any other projects. Myers stated yes, two (2) others, which are in similar situations, but not in the State of Tennessee. Henderson stated he knows The Richmond Group is picking up the pieces, and asked Myers to answer his next question to whatever extent he is able, and asked if The Richmond Group is ready to take ownership and be the lead partner on this and if so, what does he project as far as their timeline is remaining in place. Myers responded that they already have taken these steps. Henderson asked if Myers foresees this ownership for a substantial amount of time or is this something that the Board will see another amendment within another twelve months. Myers stated that it is a point to be determined. Myers stated that The Richmond Group is one of the largest owners that operates affordable housing in the country, and they participate in over 2000 affordable housing properties in 49 states, and he would argue that there is not a more experienced operator in the country, so his group is capable of being the long term owner, but it is not clear whether they will be, and it is still yet to be determined. Henderson stated he understands it is early and Myers’ group is still sorting things out, but these are some of the questions that will need to be addressed in the presentation that will be provided to the Board by The Richmond Group at the April 3, 2024 Board meeting.
Howard Eddings, Jr. stated Myers has referenced some issues and approvals that must be obtained, and he understands the deal has not been completed, but with approvals necessary from HUD and other entities before moving forward, The Richmond Group is still moving forward, so there must be some level of assurance that those approvals will be obtained, and asked if there are any hidden concerns that the group may have. Myers stated that he does not believe so and that The Richmond Group has the right to take the actions that it has under legal documents in place, and this is what his group does, so they do not expect any issues and the process will not stand in the way of the things he has promised to the Board and tenants here today about trying to take actions in improving the building.
Myers stated the group is going down parallel tracks to clean up all the documentation and get all the official sign offs required from HUD and from the Board and documenting the legal side of that. On the parallel tracks, Myers stated his group will be doing everything it needs to do for the building as well. Flanagan stated The Richmond Group has a lot of experience with HUD and HUD is familiar with their company and with their management, so the group is not anticipating any problems, and it is only a matter of time, like a lot of these things are. Eddings asked if direct property management is changing from what has been in place. Myers replied that right now, the property is in a weird spot, as Flanagan has previously alluded to, to get a permanent property management company in place, it must go through certain approval processes, and there are a couple of permanent firms lined up that his group has spoken with, each with their own hurdles to get through, but the property is in an intermediary period right now where the new owner is effectively self-managing the building with some back office support, which is not ideal, but his group is working towards having a permanent company put in place in the coming weeks.
Monice Hagler asked if thirty days is enough time to allow the new owner to get these things put into place and get the work done necessary to provide the Board with a full report. Myers stated his group is happy to be back in thirty days with a full report, and the question would be how much his group can demonstrate that they are moving things forward. Myers stated that he does not anticipate having remobilized construction at that point because the contractor said that it is probably going to take 30-45 days, and that is optimistic, so it will likely be closer to the 45-day mark, but he anticipates having a better sense of when that will mobilize in thirty days. Myers stated his group will also have a better sense of the scope of the design and what the plans are for the first floor and have better clarity on the status of approvals from a permanent property manager for the building and HUD approvals. Myers stated that he does not anticipate much material change at the property aside from the items he has already discussed today. Hagler stated that she would anticipate HUD taking longer than thirty days, and she did not want the residents to anticipate that the Board will be done in thirty days.
Carpenter stated that these have been good questions and discussion, particularly with the timing, but with the urgency of the matter, it would be important to keep progress reports to the Board on a 30-day basis moving forward and would recommend that the legal default stay in place and the matter be deferred to the April 3, 2024 Board meeting agenda for a presentation from the developer, internal and external compliance monitors, and a status update of legal development and would make further recommendations to the Board at that time. There being no further questions or comments,
Buckner Wellford moved to defer action on the Memphis Towers Status of Legal Default to the April 3, 2024 Board Meeting for a formal presentation by the developer, Board internal and external monitors, and legal developments to be presented at the April 3, 2024 Board meeting. James Jalenak seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Buckner Wellford asked about the other Millennia properties participating in the Board’s PILOT program: (i) Cavalier Court, (ii) Gospel Gardens, and (iii) Hope Heights. Wellford stated he is unsure if those a part of the Board’s internal watchlist, and asked if the Board’s compliance monitors could make site visits to those properties, as he has lost all confidence in Millennia and their participation in the Board’s PILOT program. Carpenter advised Wellford and the Board that both internal and external compliance monitors have made numerous site visits to each Millennia property. Based on the Board staff and legal counsel ongoing monitoring of the Millennia projects participating in the Board’s PILOT program, Carpenter advised the Board that his office is in the process of preparing legal notices of default for two (2) of the three (3) additional PILOT property participants and a status report will be made at the April 3, 2024 Board meeting.
Brian Myers, Pam Bower, Eric Regan, Jon Caputo, Joyce Chain, Joanne Flanagan and Henry Zuckerberg left the meeting.
Shirley Bondon, Becky Scott, James McNabb, Joyce Warren, Andrea Smith, William Tuggle, Jon Tenort, Robert Blake, Alex Uhlmann and Caroline Francisco left the meeting.
Members of the media left the meeting.
2. Carpenter reminded the Board of two (2) material Notices of Default that were filed in October 2023 that remain in default for the following PILOT properties:
A. Pinebrook Pointe: Notice of Default was issued on October 10, 2023
B. Grahamwood Place: Notice of Default was issued on October 27, 2023
Tie Lasater entered the meeting.
Tie Lasater of Key City Capital representing Grahamwood Place and Pinebrook Pointe introduced himself and began by stating since the last update to the Board at the February 7, 2024 Board meeting, his team has gone over the physical aspects of the PILOT default, and the Board had indicated that a focus should be the occupancy level at each property. Lasater reported his team has expedited turning over units and increasing occupancy. Lasater stated that coming out of December 2023, Grahamwood Place was fifty-five percent (55%) occupied and Pinebrook Pointe was fifty-six percent (56%) occupied, and as of Friday, March 1, 2024, occupancy has increased to sixty-five-point five percent (65.5%) occupancy at Grahamwood Place and sixty-six-point one percent (66.1%) occupancy at Pinebrook Pointe. Lassater reported occupancy is increasing by one and a half to two percent per week, and there are currently three (3) construction teams at each that are moving quickly through the units, with all exterior items complete. Lasater reported that he was at Grahamwood Place this morning and met with the Sky Cop team concerning installation and is expected to be installed once all the parts come in. Lasater reported within the next couple of weeks, the cameras will be installed there with the license plate readers, and it has a 180-degree view of the entrance, which will be able to view the front and rear of each car as it enters the property and leaves the property. Lasater reported significant positive movement in the last two months at Grahamwood Place.
Carpenter asked the Board’s internal monitor for a report on Grahamwood Place. Bryce Miller stated that as he reported at the Board’s February 7, 2024 Board meeting, there had been significant improvement at Grahamwood Place, and he did not have many new improvements to report other than observing many more cars in the parking lot than previously observed. Miller stated all exterior items were completed, as representatives reported to the Board.
Carpenter asked Miller to report his observations of tenant benefits for Grahamwood Place. Miller reported that external observable tenant benefits are in good standing. Miller reported the Board’s other internal monitor, JP Townsend, had observed some windows missing in the laundry room, and those have been fixed since Miller’s inspection on March 5, 2024. Miller stated he has not entered any rent ready units at the property, though he can schedule that type of inspection with ownership representatives to see the interior of any rent-ready, non-occupied units to confirm unit interior tenant benefits committed to the Board have been completed, but all exterior observable tenant benefits are in place. Lasater reported that the property has entered into a new laundry contract that will be rolled out to tenants soon, and new washers and dryers are coming into the laundry facilities for that, though he does not have an exact date at this time but can provide that to the Board later. Miller stated that the Sky Cop and camera system associated with that was not part of the original tenant benefits committed to for the property, so that system would be an addition to the original set of tenant benefits.
Carpenter stated the current occupancy reported of sixty-five-point five percent (65.5%) occupancy is certainly an increase but is still below the seventy-five percent (75%) minimum occupancy standard in the Board’s policies and procedures. Carpenter referenced Lasater’s comments that his team is working to expedite occupancy and has shifted focus to that and asked for additional details and when the team anticipates getting to the seventy-five percent (75%) occupancy level. Lasater reported that his team anticipates reached the seventy-five percent (75%) occupancy level by the end of April 2024 or beginning of May 2024 at both properties, with hopes to hit the goal sooner than that. Lasater stated this was in the original plan provided to the Board approximately two weeks ago, and they are already about one and a half percentage points ahead of schedule, so if his team can keep that momentum, he would like to see both properties achieve the minimum occupancy requirement around mid-April 2024. Lasater stated he is working toward a refinancing plan, which requires a ninety percent (90%) occupancy level, and his goal is to achieve that level for refinancing purposes by the end of Quarter 2 2024, so it will need to be expedited to get there.
Carpenter asked for representatives to provide an update on Pinebrook Pointe. Lasater stated that Pinebrook Pointe is in the same situation, and all exterior items have been completed, including the exterior plumbing leak, and occupancy is at sixty-six-point one percent (66.1%) occupied. Lasater reported that both projects are moving along at the same pace, however, Pinebrook Pointe from an exterior visual perspective does not look as pretty as Grahamwood Place, but it is getting there. Lasater stated that Pinebrook Pointe has the burned units that have been all trashed out and cleaned up, the roll off bins have been moved off the property, and he has two (2) bids, and waiting on a third bid back, and once that is received, construction will begin on those burned units. Lasater reported ownership has received two (2) of the three (3) insurance proceeds, which went directly to the bridge lender, but ownership is ready, and construction will begin once his team gets the third and final bid back. Carpenter reminded the Board that their packet includes photographs of Grahamwood Place and Pinebrook Pointe that were taken on February 20, 2024. Carpenter asked the Board’s internal monitors to provide comments from their site visits to Pinebrook Pointe.
Miller reported that he has was at the property on March 5, 2024 and he has not observed as much improvement at this site. Miller stated he would like to set up a scheduled walk through of the project with ownership at Pinebrook Pointe so that he can have a clearer understanding of what is being done there, but he is unable to report anything more than what he has observed, and he has not observed the same level of movement at Pinebrook Pointe that has been observed at Grahamwood. Miller reported he observed a lot of work that was done quickly at Grahamwood Place, such as all windows that were broken have been fixed, but that same level of repair has not been observed at Pinebrook Pointe and there is still significant work that needs to be done, in addition to the work on the fire damaged units. Miller asked for clarification on the fire damaged units and how many fires had taken place. Lasater clarified that three (3) buildings have been damaged by three (3) fires and clarified the timeline and location of each on site. Lasater explained that one fire took place prior to current ownership, and two additional fires occurred since his company took ownership of the projects, which were both grease fires.
Chairman Reid asked for clarification concerning the flow of funds from the insurance company and that Lasater had referenced already receiving two of three anticipated payments. Reid asked if the third payment is being paid by the same company. Lasater stated the third payment is from the same insurance company, but there was some back and forth and an adjuster was pushing for additional proceeds from the third fire. Lasater reported that the proceeds have gone straight to the lender, and it is being held as a holdback, but the lender received approximately $900,000 from the first two insurance settlements, and an additional $1.1 to $1.2 million is expected to come in, and total cost to get those units renovated has come in at approximately $2 million, so there will be enough proceeds to get that completed. Vincent Sawyer asked if the source of flooding has been identified and if there is any danger of the water entering the buildings. Lasater clarified the issue was not rain flooding, but two plumbing backups that ran into the parking lot and both of those have been snaked and cleaned out. Lasater stated the backup was extremely deep, and the first two (2) plumbing companies hired were unable to go deep enough to identify the source, but that has been completed.
Wellford asked if both properties have been placed in legal default, to which Carpenter replied yes. Wellford stating in his review of the Board’s February 7, 2024 Board meeting minutes, it appears the property owners are highly incentivized by their refinancing plan to have occupancy rates up to ninety percent (90%) by September 2024. Lasater stated that those occupancy requirements are mandatory by September 2024, when the company’s bridge loan is up, but he would like to accomplish that occupancy rate by June 2024. Lasater explained that six (6) properties are in the portfolio with the same lender, but only Grahamwood Place and Pinebrook Pointe are participants in the Board’s PILOT program, the other four (4) properties are not, but the occupancy requirement from the lender applies to all six (6) properties. Lasater stated the two (2) of the four (4) properties not in the PILOT program are already at ninety percent (90%) occupancy, and the remaining two are in a similar position as Grahamwood Place and Pinebrook Pointe. Wellford stated asked if both properties are managed by the same management company, to which Lasater replied yes, Key City Property Management.
Lasater stated that his company purchased these properties approximately two (2) years ago, and in January 2023, all management was outsourced to Capstone Property Management, which is a different Capstone than the one that owns properties here in Memphis. Lasater explained that the Capstone Property Management that Key City hired is a third-party management company only, and the company did not provide leadership and perform the duties it was hired to, and Key City began to take notice of major issues around October 2023. Lasater stated he began stepping in and put into process bringing management back in-house. Lasater stated his company manages approximately five thousand units across the United States. The Board Office Manager, Stephanie Bryant, advised the Board that this timeline of management changes described by Lasater is directly in line with what Board staff has experienced from an administrative standpoint. Bryant stated both properties operated under the Board’s policies, procedure, and compliance standards prior to management company changes that took place in 2023, which resulted in little to no response from management and delayed or no reporting submissions provided to Board staff under quarterly reporting requirements. Lasater stated Key City management was the property manager for the first two (2) years of ownership, then management was outsourced to Capstone Property Management for one (1) year, and that is when problems arose, and now the properties have returned under the management of Key City Property Management.
Buckner Wellford asked if there is a possibility of pulling Grahamwood Place off the PILOT Legal Default status, while keeping Pinebrook Pointe in legal default. Carpenter advised that the occupancy at Grahamwood Place is not in line with the Board’s minimum requirement standards, and there is concern regarding Pinebrook as there is a question of whether it is able to comply, as the property has been in default since the end of October 2023, so it was interesting to see what the report would be today to determine what the recommendation would be. Carpenter stated that his firm does feel that Grahamwood Place is in a better position than Pinebrook Pointe with the fires that have occurred there and so forth. Under the reports and these circumstances as to each of these properties, Carpenter recommended one additional thirty (30) day extension as to a final determination of the PILOTs that both PILOTs stay in legal default and at the April 3, 2024 Board meeting, both the Board’s internal and external monitors can give a formal report on both properties for the determination of the Board to be made.
Monice Hagler moved to defer action on the Grahamwood Place and Pinebrook Pointe Status of Legal Default to the April 3, 2024 Board Meeting for a formal presentation by the Board internal and external monitors at the April 3, 2024 Board meeting. Katie Shotts seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Tie Lasater left the meeting.
Carpenter reported that the Board had done a sort of hybrid legal report in dealing with some of the legal default properties so that the Board is better able to manage attendees and their time.
3. Carpenter reported that there are Board reappointments that will be considered by City Council in the month of March, and his firm, along with Board staff, has put together a presentation that his firm plans to make for the new city council members and the returning members as to what the mission and duties of the Board are, and Carpenter advised that both he and his law partner, Corbin Carpenter, will be in attendance at that city council meeting to assist in answering any questions.
4. Carpenter reported Tennessee Housing Development Agency (THDA) hosted an educational summit in Nashville, TN February 29-March 1, 2024. Carpenter said the Board had attendees from the staff and his firm and invited Corbin Carpenter and Stephanie Bryant to give the Board an overview of the summit. Corbin Carpenter stated the conference was a great experience. He attended, along with Board member Howard Eddings, Jr., staff members Stephanie Bryant, Bryce Miller, and JP Townsend. Corbin Carpenter said the conference was heavily attended by about one thousand housing professionals from Tennessee and outside the state.
Corbin Carpenter described one of the several sessions he attended, which involves a new type of twining financing through properties combining 4% and 9% low-income housing tax credits (LIHTC), allowing developers an additional opportunity of financing these properties. Corbin Carpenter stated that THDA is still working out the kinks, but because of the current environment, interest rates, supply chain issues, and things of that sort, affordable housing was already operating on thin margins, and now those thin margins are nearly gone, so this program affords the developer an additional opportunity and way of financing to make it work. Corbin Carpenter stated that this way is very complex and has only been done outside of Tennessee, and this was more of an introductory presentation of options THDA is exploring, but likely would not be used until 2025, but his firm will continue to monitor these changes.
Corbin Carpenter advised the Board of another session he and Board staff attended, where Thomas Robinson with Alco Management, Inc. gave a presentation about Alco Management’s activity throughout the state of Tennessee and the different benefits Alco Management offers to its tenants. Corbin Carpenter stated that in this same session, Wesley Living Foundation gave a phenomenal presentation on what its organization offers to its tenants, which coincides with the Board’s tenant benefits program. Corbin Carpenter turned the meeting over to Stephanie Bryant for additional comments from this session. Bryant stated that both Alco Management, Inc. and Welsey Living are both PILOT Lessees of the Board. Bryant stated the presentation was very informative, in that Welsey Living Foundation provides senior housing with the perspective they take care of seniors through senior care, not just senior housing. Bryant stated the list of benefits Welsey Living offers to their seniors is remarkable and she is interested in further discussions with Wesley Living Foundation and ways the Board may be able to work with them. Bryant stated the presentation made her and other staff more aware of what Wesley Living is doing for their tenants and the knowledge that Wesley Living and Alco Management work collaboratively on projects. Bryant stated it was refreshing to know that two good developers that are a part of the Board’s portfolio are working together for the betterment of the community.
Bryant stated that Corbin Carpenter spearheaded many connections for Board staff throughout the conference and introduced them to many different individuals active in the Tennessee Housing community. Bryant thanked the Board for the opportunity provided to her and staff to represent them at the THDA conference, and it was successful. Corbin Carpenter advised the Board that he and the staff plan to meet with Wesley Living and Alco Management to discuss how the Board can maximize its own tenant benefit program as well, since that is the hallmark of the Board’s PILOT program.
Katie Shotts stated that it has been previously discussed that the Board would ask Alco Management to present at the PILOT Lessee Meeting the Board has been working to put together, and it may be a good opportunity to ask Wesley Living to present as well. All agreed. The Board expressed their appreciation to Board staff and legal counsel for attending the THDA conference.
5. Finally, Carpenter reported that his firm and Board staff have been in ongoing discussions regarding an Annual PILOT Lessee Orientation and Mandatory Meeting and that still needs to be finalized and scheduled, as much preliminary work has been done to put that together. Carpenter stated that the first opportunity to discuss that and the timing and the Board’s thoughts and input will be appreciated as we try to get that scheduled.
There being no further questions or comments, the Legal Report was concluded.
Action Items-
1. Affordable Multifamily PILOT Application for APP Pershing Partners, LLLP (d/b/a Pershing Park Apartments)
Thomas Robinson entered the meeting.
Charles Carpenter introduced this agenda item and Thomas Robinson as the representative of Alco Management Inc. present for this agenda item. Carpenter stated this project was approved for a bond inducement resolution by the Board at its February 7, 2024 Board meeting, of which the TEFRA hearing has been successfully conducted and the developer is moving forward to THDA for the round one tax credit allocation. As is typical of Alco Management, Inc., Carpenter stated this is an outstanding developer that has come before the Board with properties previously owned by Frank Jemison, which have completed the tax compliance period, and are now being redeveloped under a new structure, and this project is presented using the same business model. Carpenter stated that as the project moves forward with THDA, the PILOT transaction is typically closed at the same time. Carpenter advised that his firm and Board staff have completed the application submittal conference and reviewed the application, and it complies with the Board’s policies and procedures and recommended the Board to look favorably upon this PILOT application.
Chairman Reid asked Thomas Robinson of Alco Management, Inc. for any additional comments to the Board. Robinson stated it was great to see representatives in Nashville at the THDA conference and he appreciated the kind remarks concerning his presentation during the THDA conference. Robinson stated that Alco Management, Inc. is excited to be able to do the work they do across Tennessee, and they are equally excited to do this project for Pershing Park in Memphis. Robinson expressed his appreciation for the support shown from the Board, stating that the Board, through its programs, makes these developments possible and better, and Alco Management, Inc. is excited about this project and he believes Alco has developed a plan that will keep Pershing Park affordable for a long time and continue to provide quality housing for some of the lowest income residents in Memphis, while adding a good place to live and adding extra benefits. Robinson stated his team is excited about the long-term partnership Alco Management, Inc. has with the Neighborhood Christian Center, as well as continuing to work with Safeways.
Robinson advised the Board that Alco is also adding Stealth Security, a new security program in terms of cameras and that is currently being implemented at Rolling Hills Apartments, another property in the Board’s PILOT program, and is an upgrade from anything Alco Management, Inc. has ever used, and it has offered additional monitoring, which is the type of ongoing service his team is excited about. Robinson stated Alco Management, Inc. also provides property paid internet service to all residents at Pershing Park, which is something his team is pushing at all Alco Management, Inc. properties. Robinson stated these are the big things, put Alco Management, Inc. will also be performing work that is not so easy to see form an external perspective, including upgrading kitchens, bathrooms, and exterior, through taking an old property and putting new life into it and keeping it affordable for the long term. There being no further questions or comments,
Katie Shotts moved to approve the Affordable Multifamily PILOT Application for APP Pershing Partners, LLLP (d/b/a Pershing Park Apartments). Buckner Wellford seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Thomas Robinson left the meeting.
2. 2nd PILOT Closing Extension for Capstone Ridgeway LLC (d/b/a The Lakes at Ridgeway)
Jay Mann and Mark Jobe entered the meeting.
Charles Carpenter introduced this agenda item stating that the next three (3) agenda items are with the same development company and can be discussed together and then voted on separately. Carpenter stated each project is before the Board today seeking a 2nd PILOT closing extension for The Lakes at Ridgeway, The Reserve at Mount Moriah, and Stonegate Apartments.
Mark Jobe of Glankler Brown introduced himself and introduced his client, Jay Mann of Capstone Realty and Management. Jobe stated to the Board that Mann and Capstone Realty and Management is a different company and is not associated with the separate Capstone Management Company referenced earlier in the meeting that was a prior management company of Grahamwood Place and Pinebrook Pointe. Carpenter asked that representatives provide the Board with a status update of where the properties stand now and what representatives see going forward as the timetable and level of commitment that the developer has with each of these PILOT applications.
Jobe stated that The Lakes at Ridgeway and Stonegate each have bridge loan financing for the construction and those two properties are progressing under construction, Jobe stated the primary driver of the delays in closing on these two properties has been that the lender is not familiar with the PILOT program and has been more hesitant to get these transactions closed, but both properties are still underway, improvements are being made, and occupancy rates are increasing. Jobe stated for The Reserve at Mount Moriah, that project is completely owner financed and construction is progressing there. Jobe stated The Reserve at Mount Moriah was originally a completely vacant property, and there have been some operational concerns, so the owner is focused on turning some units and getting them operational to get residents at the property. Jobe stated because there is no financing on this project, he anticipates this project could close within the next two (2) months, and he has been working on revisions to the closing documents prior to today’s meeting. Jobe stated construction has taken a little longer than anticipated, but he will let Mann speak to that, but the intention is to close each of these transactions, and he expressed his appreciation for the Board’s consideration and stated the owner remains committed to finishing the projects and entering the PILOT program.
Mann stated that he and his team are heavily committed and progressing nicely, particularly at The Lakes at Ridgeway and Stonegate Apartments. Mann stated the team has faced some operational challenges that they have been able to overcome, stating there were big trash concerns at both sites. Mann stated his team has put up fencing and added lighting, which has mitigated a lot of those issues and both properties are secured. Mann stated the projects have issues with squatters that will break windows or doors, but that has been addressed. Mann stated residents are offered different amenities, including the recent purchase of board games that residents can come in and borrow. Mann stated his team plans to put in a dog park, all roofs have been redone, and 90% of the exteriors have been repainted and siding repairs have almost been completed. Mann stated The Reserve at Mount Moriah has been a little more challenging because it was completely vacant when his company purchased it and they have been battling squatters there, but he feels that his team has gotten most of that under control through getting units turned and getting those occupied. Mann stated his team is working to get the necessary permits to get the lights turned on for units that are ready for that, and things are moving, and occupancy is off to a good start.
Mann stated that the concern Jobe mentioned from the lender is really valuation at the end, and the lender is going to require a new appraisal of each property, and ensure the rents are in line with what has been submitted to the Board, and he believes that will clear the issues, but he expects the process to take a couple of months. Carpenter stated the Board’s concern is that these projects were approved one (1) year ago, and there are still issues with the lender and their understanding of the PILOT program and some other delays. Carpenter asked if the delays with the lender have been due to a valuation issue or a lack of understanding of the PILOT program. Mann stated it has been a combination of both, but the lender has become comfortable with the PILOT at this point, and they are now just requiring a new appraisal, which is in the process of being scheduled, and once that is complete, he expects that to complete the lender’s concerns, which is the first part. Mann stated the second part is the projects are getting close to getting into permanent financing, which his group has already done permanent financing with a property in the PILOT program, and if that ends up happening before the current lender signs off, as the projects are close to that point to switch loans to permanent financing anyway, then those issues would be mitigated. For The Reserve at Mount Moriah, Mann stated he is ready to get that closed, as the lender issued do not apply to that project.
Carpenter asked representatives to provide the occupancy for each project, as the Board has placed additional focus on occupancy and tenant benefits, because if a property does not have tenants, the property owner is unable to provide tenant benefits, which is the cornerstone of the Board’s PILOT program. Mann stated Stonegate Apartments is approximately between 60% and 65% occupied. Carpenter asked for clarity on if this occupancy rate is based on the total number of units, or of the available rent-ready units. Mann stated that every unit that is available to be leased has been leased, and his team is working to file permits to get all the buildings that are heavy turns, that are down to the studs that require electrical systems and plumbing systems put in and then start sheetrock, and closing in. Mann stated there is a waiting list at Stonegate, but there are not available units that are not occupied, and his team is working hard to keep up with the demand. Mann stated The Lakes at Ridgeway is very similar, with an occupancy rate of between 50% and 55%, because there are more down units there than at Stonegate Apartments, but his team is at the same phase of the project where construction teams are getting those systems (electrical and plumbing) and putting those in. Mann stated The Reserve at Mount Moriah is approximately 25% occupied, and pre-leased to almost 30% occupancy, and they are filling that last units that can be quickly turned and getting prepared for the next phase of construction, which is the heavy turns.
Bryce Miller stated he has been observing these properties since the time of original application one (1) year ago and reported that Stonegate Apartments is the furthest along in terms of progress, but all three properties have shown substantial progress from where they were one (1) year ago. Miller stated The Reserve at Mount Moriah and The Lakes at Ridgeway both still have a long way to go, and a lot of repairs still need to be made, specifically siding repairs at The Reserve at Mount Moriah. Miller stated The Lakes at Ridgeway was in rough shape at the time of original application, but the occupancy has turned around and there have been a lot of improvements. Miller stated the biggest concern he has observed at The Lakes at Ridgeway is a building that looks like a car crashed into it, and it has not been completely secured. Mann stated that the delay with construction on that building has been with the insurance company, and they have not released that building back to ownership yet, but once it is released, his team will begin construction on that too. Miller explained his main concern with the building is that it is secured so that residents and children are not able to access it due to safety concerns. Mann stated his team will address that immediately.
Buckner Wellford stated that he does not see any reference to private security, only security cameras, and asked what the status of security monitoring is or patrolling of any of these properties. Mann stated his team has been providing additional security as needed, and all three properties have been made into gated communities, which has mitigated a huge amount of traffic that should not be there. Mann stated his team has also upgraded the lighting, and throughout his team's portfolio, they have found that upgraded lighting has reduced crime by over 50% everywhere, because crime elements do not like light, and for the most part, he has not experienced issues with individuals breaking into units in the middle of the day. Mann stated in the beginning, there was 24-hour security, but with the mitigation steps that have been taken, that has eliminated the need to have 24-hour security, but they can revisit that with each property on a case-by-case basis. Wellford stated he may not have been focused on this often before, and asked how common or uncommon it is for PILOT Lessees to have private security. Carpenter replied that private security is put in place as needed, and some properties have more of a need than others. Carpenter stated that security at some PILOT properties is through security cameras and that works for some properties without incident, but other properties must have 24-hour security and still experience challenges. Carpenter reminded the Board that its current policies and procedures allow the developer to determine what tenant benefits are most appropriate based on the demographics of the residents that live there. Wellford stated he wonders whether in the current environment, that maybe not every property, but certain properties of a certain size, whether some level of private security services would be an expected tenant benefit. Wellford stated he understands this would be expensive, but he would suspect many properties have 24/7 security.
Stephanie Bryant reminded the Board that under its current policies and procedures, only properties that have been approved by the Board for a 25-year High Impact PILOT are required to have 24-hour security. Bryant advised that over the last 12-18 months, Board staff and Board legal counsel, through PILOT Application submittal conferences, have placed additional focus on the security that is planned for each PILOT applicant, and separating that as a focus apart from other tenant benefits. This change in PILOT Applicant submittal conferences to address security as a focus has been made in response to the changes observed in the PILOT program and the changing environment in the City of Memphis. Mann added that there are courtesy officers by each of these properties as well that management is able to call if necessary, and they will come to the property and help, and there are police cars parked at the property many times, and management provides a discount in rent to courtesy officers and police officers in exchange for them parking their cars in a visible area and management being able to call on them when necessary.
Katie Shotts asked if all tenant benefits listed in the original application have been implemented, and specifically asked about Safeways. Mann responded there are security cameras in place, upgraded lighting, dog parks are in the process of being installed, but they are still working on implementing Safeways, and their primary focus up to this point has been to get these properties cleaned up and occupied. Mann stated these three (3) projects are a lot to get your hands around, so the focus has been getting them cleaned up, safe, desirable and occupied, taking care of all the deferred maintenance items, and beginning building a reputation and tenant base. Mann stated now they will shift focus to work on the ancillaries.
Corbin Carpenter stated that each of these three properties are large properties; The Lakes at Ridgeway is 374 units, The Reserve at Mount Moriah is 220 units, and Stonegate Apartments is 208 units. Corbin Carpenter encouraged Mann to proceed in making the connection with Safeways, and that will help the Board feel more comfortable as far a security. Corbin Carpenter stated that because this application was submitted one (1) year ago, the Board will need revised documents including a tenant benefit breakdown and updated sources and uses table. Mann stated he will contact Safeways in the coming weeks and begin that process with them. Corbin Carpenter asked Mann, if the Board votes to approve these three (3) closing extensions, does he feel confident that he will be able to have these transactions closed within the allotted six (6) month period. Mann replied yes. Jobe stated the team can move toward closing The Reserve at Mount Moriah transaction first, as there are no financing hurdles or delays to address with that transaction, as previously stated.
Stephanie Bryant requested the applicant also provide a revised rent schedule and construction timeline for each project that can be reviewed and checked by Board internal and external monitors for completion as each project. Bryant reminded the applicant that Safeways was a commitment made as part of the original PILOT application approval as a tenant benefit for each project, so it is expected to be put into place as part of the PILOT. Wellford encouraged the applicant, due to the size of these properties, to think creatively about the possible need for private security, at least at some point in the day, as a built-in feature associated with that due to the size of each project.
Howard Eddings, Jr. asked a question concerning the rents stated in the original application, with 40% of the units being rented to residents at or below 60% of area median income (AMI), does the applicant expect any changes in those rental rates, and if any units will be rented to those with Section 8 vouchers. Mann stated these properties accept Section 8 vouchers, and the rents stated in the original PILOT application were the maximum allowable rents stated by HUD, but management has not been pushing top rents because the focus has been on getting units occupied. After further discussion, Corbin Carpenter reminded the Board that the applicant will be providing an updated rent schedule to the Board for its review. Corbin Carpenter advised the Board that with the Board’s policies and procedures, the minimum threshold for the PILOT program is 40% of the units must be rented to residents at or below 60% of area median income (AMI). Eddings referenced the THDA conference, stating that the first speaker at the conference discussed rising rents across the nation, and HUD, who sets those standards is going to raise that. Charles Carpenter stated HUD does that annually, and it is normally around April 1 of each year that HUD publishes new area median income guidelines across the country. Charles Carpenter stated that some properties that participate in the Board’s program are 100% affordable and occupied by residents at or below 60% AMI, but these projects are not, so some rental rates will be higher than those charged to the residents under the 60/40 rule. Charles Carpenter explained that it is part of the annual compliance with Wilbanks, the Board’s external monitor, to ensure they are within those guidelines. Charles Carpenter stated that all three (3) applications comply with the Board’s policies and procedures, and he would recommend the Board to look favorably upon a second PILOT closing extension for each project. There being no further questions or comments,
Monice Hagler moved to approve the 2nd PILOT Closing Extension for Capstone Ridgeway LLC (d/b/a The Lakes at Ridgeway). Katie Shotts seconded, and the motion passed unanimously after proper roll call vote of the Board members.
3. 2nd PILOT Closing Extension for Capstone Moriah LLC (d/b/a The Reserve at Mount Moriah)
There were being no further questions or comments,
James Jalenak moved to approve the 2nd PILOT Closing Extension for Capstone Moriah LLC (d/b/a The Reserve at Mount Moriah). Cliff Henderson seconded, and the motion passed unanimously after proper roll call vote of the Board members.
4. 2nd PILOT Closing Extension for Capstone Stonegate LLC (d/b/a Stonegate Apartments)
There being no further questions or comments,
Katie Shotts moved to approve the 2nd PILOT Closing Extension for Capstone Stonegate LLC (d/b/a Stonegate Apartments). James Jalenak seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Jay Mann and Mark Jobe left the meeting.
5. Affordable Multifamily PILOT Term Extension Application for Bent Tree LLC (d/b/a Creekside Meadows) (Deferred from the October 4, 2023 Board Meeting, November 1, 2023 Board Meeting, and December 6, 2023 and February 7, 2024 Board Meeting)
Phil Balderston and David Upton entered the meeting.
Charles Carpenter introduced this agenda item by stating that the Board is well familiar with this project, even before the name changed from Bent Tree Apartments to Creekside Meadows. Carpenter stated there has been a lot of progress made through prodding and oversight from the Board and he believes the process is nearing completion. Carpenter invited representatives Phil Balderston and David Upton to update the Board on where things stand with Creekside Meadows and provide a status report on Mill Creek Apartments. Balderston reported that the entire parking lot at Creekside Meadows has been milled and overlaid, resulting in a new, 30-year parking lot there, costing approximately $400,000. Balderston stated the parking lot has not been updated since the property was originally built, and it is spectacular and almost unrecognizable, and that was the largest item identified previously that needed to be done at the complex. Otherwise, Balderston stated all other items identified to the Board have bene completed except for the building painting, the gates, which are engaged and being manufactured now, the playground in the back of the complex, which has also been purchased and is on order, and the dumpster enclosures, which are being constructed now. Balderston stated the property is 96% leased and looks great. Balderston stated the order of operations was to start with Creekside Meadows on the major items and then move to Mill Creek Apartments.
Balderston stated that the electrical boxes at Mill Creek Apartments, a 448-unit complex, just finished up this month. Balderston stated management has been going building by building to fix all junction boxes and all the electrical, which has been very costly, but critical. Balderston stated now that the parking lot has been completed at Creekside Meadows, he plans to have the parking lot done at Mill Creek as well to be completed in late spring or early summer 2024, including gate and siding repairs and replacement. Balderston stated Mill Creek Apartments is 98% leased, essentially full, and up to Odin Property standards in terms of solid workforce housing. Balderston stated that in conjunction with the PILOT Term Extension Application he expects to submit to the Board for Mill Creek Apartments in the coming months, that will put these items on a timeline, but all are expected to be completed prior to the current PILOT term expiration.
David Upton stated that ownership is picking away at the work at Mill Creek. Upton stated the plan was, when Odin properties closes the larger refinancing for Creekside Meadows through Berkadia, which is a Freddie Mac loan and federally insured, to escrow funds to do the same type of punch list of things to be done. Upton stated most of the expensive items will be done once the larger refinancing is closed and the funds are escrowed. Upton stated that ownership has been raising the curb appeal of the property and reiterated Balderston’s comments that most items that had been committed to the Board to be done have been completed, except for the items Balderston had already reviewed with the Board in his earlier comments. Balderston confirmed that out of the $1.2 million in funds that had already been escrowed a spart of a bridge loan, approximately $600,000 remains after the parking lot at Creekside Meadows was completed. Upton stated he would like the opportunity to go through any remaining items that need to be committed to the Board to be completed with the remaining funds available and get to a point to finish this project out. Upton stated the Board mentioned the option of voting on the PILOT Term Extension for Creekside Meadows if it felt comfortable and further stated the property is looking great. Upton stated that there is still work to be done at Mill Creek Apartments that will be completed in the summer and fall 2024, but there has been overall progress. Balderston stated that the property really looks like a completely different complex than it did a year ago and it is prepared for the next 30 years of long-term affordability and he and his team are very happy with where Creekside Meadows is now. Balderston stated that there are still some outstanding items, but ownership plans to hold a grand re-opening at Creekside Meadows in April 2024.
Chaiman Reid asked for clarification on the fabrication of the gates for Creekside Meadows and the timeline on that. Balderston stated that a local vendor has been given a deposit and the gates are in fabrication now and are expected to be installed in late March or early April 2024. Katie Shotts asked for clarification on the cost of the parking lot work at Creekside Meadows, which appeared to be quoted at $210,000 according to documents submitted to the board. Balderston said when the report was furnished to the Board, Odin properties had paid for half of the total cost, and that listing was of all monies paid up to that report's point. Upton stated the arrangement with the vendor was for half of the cost to be paid up front, with the remaining balance to be paid after completion.
Monice Hagler asked for comments from the Board’s internal compliance monitors. Bryce Miller began with Creekside Meadows, stating that it is a completely different property than what it was one year ago from external observations. Miller stated he would like to see the inside of some of the unoccupied rent-ready units, but externally, it is a completely different property for the better. Miller stated he has observed the difficulties management has endured with the front gate arm, so he is pleased to hear that ownership has taken a proactive approach in having new gates manufactured to address that issue. Miller stated that the long-time parking lot drainage issue at the property has been completely remedied and the parking lot drains correctly, even during heavy rain. Miller stated ownership had done a great job and the property looks fantastic.
Miller reported that Mill Creek efforts have been slower, but there has been progress. Miller stated he observed siding issues on Building 25 and Building 10, as well as a couple of missing windows on Building 4 and Building 5 during his inspection of the property on March 5, 2024. Miller stated the property has been well maintained and the main issues he has observed were issues with the fence at the back of the property and electrical boxes, but Miller reported that the fence issues have been remedied and the electrical box cleanup is in progress. Miller stated he would like to see a new swing placed where there has been a missing swing seat for quite a while, but overall, he is happy with the progress he has observed. Balderston stated he would get that taken care of right away.
Upton reminded the Board that the plan was to do the final refinance for Creekside Meadows and have the funds set aside from that for Mill Creek Apartments for some of the larger capital expenditure items, but Odin Properties has been addressing most of the other repairs needed. Miller stated safety issues that were a concern at the property have been alleviated, and items on concern that are left seem more aesthetic. Upton mentioned some of the decks. Miller stated management has been diligent in their maintenance of the property, there just have not been great improvements yet, which has been reported to the Board many times is part of the next steps at Mill Creek Apartments. Balderston agreed that is coming next, and stated he will be moving forward with the submission of a PILOT Term Extension Application for Mill Creek Apartments in the next couple of months, at which time he expects to go through a similar process and get the Board more comfortable with Mill Creek Apartments and its appearance today and for the next 30 years or so.
Buckner Wellford said the stated tenant benefits for Creekside Meadows includes the commitment of a uniformed security guard onsite for 12 hours a night. Wellford stated the February 7, 2024 Board Meeting Minutes reflect that action from the Board on the term extension for the Creekside Meadows PILOT is being held to ensure there was evidence of dollars available to make these final improvements and once that was done, the PILOT Term Extension would be considered by the Board. Wellford asked if the Board has a sense that there has been adequate financing set aside to provide the tenant benefit breakdown at Creekside Meadows, which is not just an upfront cost, and many of the benefits listed are an annual expense, including security, annual debt service and common space upgrades, and asked again, what is the sense on the financial side.
Carpenter stated that is what the Board needs clarification on because circumstances changed, as initially there was going to be some permanent financing with escrow funds, but then at some point things changed when ownership began self-funding some of the capital expenditure items, and asked representatives to advise the Board where things stand now. Balderston stated ownership requested a bridge loan approval, which was closed prior to the February 7, 2024 Board meeting, and part of that bridge loan included $1.3 million for Creekside Meadows that was escrowed, so that is in place. Balderston stated the bridge loan is with the same lender that was out at the property this month with Freddie Mac’s affordable group, and he is hoping to close the 10-year fixed rate Freddie Mac financing in the next 45 days. Balderston stated there are no major impediments today that he is aware of and closing of that loan should take place in March or April 2024. Upton stated Berkadia, who the bridge lender was from the beginning, encouraged another bridge loan because there were investment funds with Berkadia that needed to be replaced, so another bridge loan was done, which allowed for the improvements committed to the Board to be done. Upton stated Berkadia has done a lot of work with Odin Properties and has been very cooperative in helping them get to this point, which will also help close the Freddie Mac loan. Balderston stated that is correct and the improvements the bridge loan allowed Odin Properties to make at Creekside Meadows is something the Freddie Mac affordable team is excited about and the way the property shows today.
Carpenter stated representatives have advised the Board of the intention to file a PILOT Term Extension Application for Mill Creek Apartments in the coming months, and Carpenter advised that application be filed immediately. Carpenter stated this would assist the Board in its deliberations concerning these two projects. Carpenter stated that as the occupancy levels are high, that level of cashflow will allow the properties to maintain the tenant benefits that they have committed to, and the Board does have ongoing inspections of the projects by internal and external monitors, so this will assist in the Board in the coming months with taking action to move these projects forward, get these projects graduated from the Board’s legal default list, so representatives can move forward and use time and resources for other things because there has been substantial improvement. Carpenter asked for confirmation that representatives anticipate the Freddie Mac refinancing loan to close in the next 45 days, and asked when the last remaining items are expected to be completed at Creekside Meadows. Balderston confirmed the anticipated closing timeframe of the Freddie Mac refinancing loan, and stated the funds are currently available to finish all outstanding capital expenditure items at Creekside Meadows and that work is currently taking place, with painting to begin in March and completed by mid-April 2024. Carpenter asked, as far as Mill Creek Apartments is concerned, what is the estimated timetable for the improvements previously outlined to the Board. Balderston stated the parking lot vendor will start work at Mill Creek Apartments sometime in April 2024 and all items are expected to be completed in the middle of the year, so summer months of June or July 2024. Carpenter stated his firm would recommend representatives to appear before the Board in sixty days, file the PILOT Term Extension Application for Mill Creek Apartments immediately, and the Board will be able to determine if it is able to complete the process at that time.
Buckner Wellford asked for clarification concerning the PILOT Term Extensions. Carpenter advised that a separate PILOT Term Extension application must be filed for Mill Creek Apartments, because it is a separate PILOT property, and will require a separate vote. Wellford asked if Creekside Meadows is in a place procedurally where the Board can vote on the PILOT Term Extension. Carpenter stated yes, and that the PILOT Term has expired, however, the properties are being discussed and coupled together because the same developer has the two properties and the Board previously wanted to keep both project discussions together, but it is up to the Board as to how it would want to proceed. Wellford asked if the Board should consider uncoupling these projects based on the progress and financing in place at Creekside Meadows. Cliff Henderson stated he prefers to keep both projects coupled together from a financing perspective to ensure the Freddie Mac loan refinancing that has been discussed does in fact close, and there are no issues with that moving forward. Henderson stated he did want to applaud Balderston for his attendance and coming before the Board each month, the progress made, and his appreciation for the effort he and his team have been making over the last year. Wellford stated if that makes more sense from the financial perspective, he will agree with keeping the properties coupled together.
Balderston stated he wanted to clarify that all funds necessary for Creekside Meadows are in place. Corbin Carpenter stated that one of the conditional precedents of considering the PILOT Term Extension application for Creekside Meadows was the closing of the Freddie Mac refinancing loan and that is why action has been deferred each meeting because that is what the Board wanted and that was the conditional precedent that was set by the Board, but the Board can at its discretion, change that conditional precedent. Upton stated he has asked Balderston if the Board would vote to approve the PILOT Term Extension Application for Creekside Meadows today, would that help get the Freddie Mac refinancing loan closed, and his response was that it would not hurt. Upton continued by stating this is something the Board could consider, as Berkadia is in place and has funded the repairs, and Balderston would prefer that. Upton stated Odin Properties is working closely with the Board and action today would help Freddie Mac, but no action would withhold the closing, as Berkadia is working with Odin Properties too, but action today would help that along. Stephanie Bryant stated to the Board that the PILOT Term Extension Application for Mill Creek Apartments would be required to be submitted to the Board no later than March 9, 2024 to be in compliance with the Board’s policies and procedures to be considered at the Board’s May 8, 2024 Board meeting.
Bryant stated that because that because that would not allow the developer much time to put a complete application together, the Board could consider deferring action for 90 days, to the Board’s June 5, 2024 Board meeting. Bryant stated this would allow the developer enough time to file a complete application for the PILOT Term Extension Application for Mill Creek Apartments, and it would also allow enough time for the developer to finish all outstanding repairs at Creekside Meadows, close the Freddie Mac refinancing loan, and get much of the committed work at Mill Creek Apartments completed. Bryant stated this could be considered if the Board desires to keep both projects coupled. Carpenter stated he would have no objection to that. Wellford asked for clarification for his understanding, and asked if this is procedurally moving both projects down the road 90 days from today. Bryant confirmed, stating that would give the developer 90 days to prepare, and would provide the opportunity for the Board to act and vote on both a PILOT Term Extension for Creekside Meadows, and a PILOT Term Extension for Mill Creek Apartments at the same meeting. Upton stated this would also allow the Board to decouple the projects if it chose. There being no other questions or comments,
Howard Eddings, Jr moved to defer the PILOT Term Extension Application for Creekside Meadows (Bent Tree) to the June 5, 2024 Board Meeting. Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Phil Balderston and David Upton left the meeting.
Finance Committee Report
Cliff Henderson presented the financial results for the month ended January 31, 2024. After discussion,
James Jalenak moved for acceptance of the Finance Committee Report for the month ended January 31, 2024, properly seconded by Katie Shotts, and the motion passed unanimously after a proper roll call vote of the Board members.
New Business
There was no new business.
Chairman Reid stated that the next meeting of the Board is scheduled for Wednesday, April 3, 2024 @ Noon. There being no further business, the meeting was adjourned by the Chairman at 02:27 p.m.