MINUTES OF REGULAR MEETING OF

THE HEALTH, EDUCATIONAL AND HOUSING FACILITY BOARD

OF THE CITY OF MEMPHIS, TENNESSEE

 

Wednesday, December 3, 2025

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, November 26, 2025, simultaneous posting to the Daily Memphian website at: www.dailymemphian.com, and the public notice was continuously published 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              

Buckner Wellford                                                             Cliff Henderson

Howard Eddings, Jr.                                                        Vincent Sawyer

Courtnee Melton-Fant

                               

Staff and others attending: Trey McKnight, Stephanie Bryant, JP Townsend and Nikki Abraham; Charles E. Carpenter and Corbin I. Carpenter, General Counsel; Katrina Shephard (Zoom), Sariah Bell (Zoom), and Garrison Green (Zoom): all legal assistants to General Counsel; Cheryl Hearn, Deputy City Attorney; and Mike Humes, consultant to the HEHFB Strategic Planning Committee.

Also participating in person and/or via remote Zoom virtual platform were Thomas Robinson and Alexis Morris of Alco Management, Inc. representing Corning Village Apartments; Hunter Nelson of Elmington Capital representing 2nd Street Flats, Crescent Bluff I, and Crescent Bluff II; Saki Middleton of John Stanley, Inc. representing Melrose Housing; Cyrus Mojdehi of Wickenden Partners, LLC and Marty Regan of Lewis Thomason Law Firm representing Forrest Cove Apartments; Juliett Waddell Pittman and Bishop Marvin Thomas of CME Church and Stanley McCall, Jr. And Lauren Watts of MEDS, Inc. representing John Madison Exum Towers; David Shores and Alex Shores of Multi-South Management Services representing Lakeville Townhomes; David Shores and Alex Shores of Multi-South Management Services and David Blatt of Capstack Partners representing Sterling Townhomes; Alex Uhlmann of the Memphis Tenant Union; Naandre Pressley and Andrea Smith, residents of Memphis Towers; Austin (A.T.) Harrison, Christine Fox and Jan Kidder of Memphis Interfaith Coalition for Action & Hope (MICAH); Simeon Ike of Greater Memphis Housing Justice Project; Aerial Ozuzu of Community Foundation of Greater Memphis; Michael Finch of MLK50; and several members of the public were also present.

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, December 3, 2025 @ 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.

 

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.

1.      Alex Uhlmann: Uhlmann stated he is here at today’s meeting on behalf of folks at Memphis Towers, and stated that he has been talking to the owner for over a year, and after looking back at Board Meeting Minutes, Uhlmann stated that he appeared before the Board in February talking about the elevators and improvements that needed to be made at Memphis Towers and they are still dealing with that. Uhlmann stated that there are still many other improvements that need to be made that are not being made. Uhlmann stated that the Memphis Tenants Union is meeting with the owners next week (week of December 8, 2025) and that it is an exciting and new development. Uhlmann stated that he wants to keep the Board informed that these issues that he talked about earlier in the year that have still not been dealt with and the things that ownership promised the Board in the full public record that have not been implemented at the building, and he is hoping that the upcoming conversation with ownership will come to a resolution of those issues. Uhlmann stated that he wants to keep the Board informed that this is an ongoing issue, and folks are not satisfied just because some improvements have been made to the building. Uhlmann stated that there are still major issues and major investments that need to be made. Uhlmann went on to say that he has been to Mill Creek Apartments and talking to folks, and that there is a mass number of evictions that are happening there and Memphis Housing Authority (MHA) has stopped paying because the conditions are so bad, and now ownership is evicting those tenants. Uhlmann stated that he believes this Board is thinking about how it can more wholistically approach housing in the City of Memphis, specifically for the properties that the Board subsidizes, and he stated that the Board should look into Mill Creek and what is going on there because people are being evicted and their occupancy levels are really low based on who he has spoken with at Mill Creek and what he has seen. Uhlmann stated that as he has said many times in these meetings, it is not only about what the outside of the apartments looks like, but what the experience of the people living there is like, and the Board should be concerned about that.

 

2.      Naandre Pressley: Pressley stated he is here today because of the elevator problems, people getting stuck on the elevators, and the improvements are not being done that ownership said they were going to do. Pressley stated that ownership said they were going to renovate the building, as far as putting furniture and other things in, and that is not being done, including gazebos and other things that have not been done, and they promised residents that. Pressley stated that bugs are back again, and that there were no bugs there at first. Pressley stated his problem is that Richman Group needs to do what they said they would do, and they said they were going to renovate the building, but they are not, and they are treating residents like kids, but they are not kids. Pressley stated that he lives there every day and his cousin has been stuck on the elevator several times, and the elevator acted like it was going to stop on him several times and it is still not getting fixed. Pressley stated that he wants the Board to hold ownership accountable to what they said they were going to do.

The Board thanked representatives for their comments. Buckner Wellford asked when the last compliance inspection was performed on Memphis Towers, to which JP Townsend responded that he inspected the external observable conditions of the property in November 2025, approximately three (3) weeks ago. Wellford asked if Board staff could conduct a site visit, as tenants have been identifying elevator issues for a long time, and that is a major problem if they are not working properly. Wellford stated that he would be interested in an update as to what is going on there. As for Mill Creek, Wellford asked Charles Carpenter if he had any information regarding MHA declining to make payment. Carpenter responded that he has no information concerning this claim, that Mill Creek Apartments is an active PILOT property in the Board’s PILOT program, and they have had problems there before, ownership addressed those problems and asked Townsend to provide an update on Mill Creek Apartments. Townsend stated that Mill Creek is currently under Compliance Concerns status, a walkthrough of the property has been performed with ownership representatives and management, and the property is under strict timeline of completing repairs for deficiencies. Townsend reported that Board staff also held a Zoom conference on November 11, 2025, with ownership to address compliance deficiencies. Wellford stated that if MHA is stopping payment of subsidized rent, that is something that the Board should know about if it is a property in the Board’s PILOT program and asked if there is a line of communication with MHA on things such as that. Carpenter stated that his firm will investigate this claim, as this is the first time he has heard of this at this meeting. Carpenter stated that his firm and Board staff do have lines of communication with MHA on other matters, but it has nothing to do with Mill Creek Apartments. Carpenter stated that if this information reported today is accurate, his firm will find out why MHA has stopped payment, as that would be very unusual. Chairman Reid asked Trey McKnight to investigate this as well. McKnight stated that he works with Dexter Washington, CEO of MHA, on a weekly basis, and he will discuss this with Washington and provide an update to the Board as soon as possible. Wellford stated that when people show up to Board meetings and report things to the Board, many times the Board cannot do anything about the details, and the Board has explained that many times, but he would like for those who report things to know that the Board is listening to what is being said, as a couple of the statements made today are concerning. McKnight stated that he will attend a site visit to Memphis Towers with Board staff and get the Board information on that. Wellford stated he would appreciate that.

There was no other public comment.

  

Approval of Minutes

Vincent Sawyer moved for approval of the Minutes of the November 5, 2025 Regular Meeting, which was seconded by Cliff Henderson 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:

1.      Carpenter reported no new claims or lawsuits for the month of November 2025.

 

2.      Carpenter reported that his firm has received several materialmen claims which have been filed on certain PILOT properties which will be handled in the normal course. Carpenter reported that several claims have been filed on PILOT properties that have been terminated by the Board from the Board’s PILOT program.

 

3.      Carpenter reported no closing activities for Bonds for November 2025.

 

4.      Carpenter reported that the Tennessee Housing Development Agency (THDA) did approve its 2026 Qualified Allocation Plan (QAP), which is going to be significant from the Board’s standpoint. Carpenter stated that one point of significance is that there was a carve-out for the East Bank Development in metro-Nashville of approximately $100 million, which will be taken from the state-wide allocation first, and will reduce the remaining allocation for 2026 for the three Grand Divisions, which will impact West Tennessee. Carpenter stated that this will significantly reduce the amount of funds that will be available for projects in West Tennessee. Carpenter reported that his firm has been in discussions with the City of Memphis Housing and Community Development (HCD), Memphis Housing Authority (MHA), and others as to advocacy at the state level to try to understand and better position West Tennessee with the allocation per Grand Division. Carpenter reported that historically THDA has restricted allocation based on the funding that was used during the previous calendar year, with West Tennessee receiving approximately 26% of the total statewide allocation in 2025. Carpenter stated that with the reduced amount for 2026, this will make things very competitive to get projects approved with the 4% Low-Income Housing Tax Credits (LIHTCs).

 

Chairman Reid asked if there is a lobbyist in Nashville for West Tennessee. Carpenter stated that his understanding is that the City of Memphis has a general lobbyist, and HCD had not been very active with that lobbyist, but HCD has made a commitment to be more active. Carpenter stated that under state law, MHA is not allowed to hire their own lobbyist, so they would have to go through the City for that. Trey McKnight stated that as his role of Chairman of West Tennessee for the Tennessee Affordable Housing Coalition (TNAHC), he has also made this a priority regarding lobbying or speaking on behalf of West Tennessee for more allocation. McKnight stated that he would be speaking more to this during the Executive Director Repot later in today’s meeting, but stated that on February 24, 2026, the TNAHC will be hosting “Day on the Hill” where he, Howard Eddings, Jr., Vincent Sawyer, and hopefully others will attend and be there to start the relationship where he can grow the allocation to where West Tennessee is not getting 26% of the allocation. McKnight stated that this “Day on the Hill” will be the first time that West Tennessee will have a representative there, where he will attend as Chair of West Tennessee of the TNAHC. McKnight stated that he will hopefully start a relationship with where West Tennessee can speak for itself and let them know that we are here, and West Tennessee needs appropriate allocations. Wellford stated that he does not recall a scenario where there is only so much available and the Board has had to prioritize what it is approving for Bond issuance within the allocation West Tennessee is permitted and asked if that is a concern that Carpenter has for 2026. Wellford stated that if that is the case, the Board needs to have a plan on how those projects are prioritized before that situation comes. Monice Hagler asked if the Board has the ability to prioritize projects. Carpenter stated that the QAP that is issued by the state, which has just been approved for 2026, sets forth the priorities of how THDA plans to evaluate the applications that is receives and there is a list of things, including prior experience and qualifications of the developer, their interaction with THDA and HUD, so that the limited resources that THDA has will be utilized properly.

 

Carpenter stated that the preservation of existing property is the top priority, with other priorities for veterans, and new construction is down on the list. Carpenter stated that what has really shifted the dynamic is that the general assembly is now dominated by rural legislators, so now urban areas are being de-emphasized and support is being extended to the rural areas, and there is a finite amount of funding, so this has put a lot of stress on the entire system, politics are getting involved, and THDA is in a very difficult position. Wellford clarified his understanding, stating that this would impact the number of projects being brought to the Board, and to Hagler’s point, the Board would not be making the triage decision, but this could impact the number of applications. Carpenter stated that this impacts the number of applications that THDA will approve, and without approval, many of these projects are not likely to move forward, if at all. McKnight stated that to Carpenter’s point, he hosted Ralph Perry of THDA for a Meet and Greet event, and his statement to many of the developers that attended the event that new construction will be down the list and rehabilitation of old things will be moved to the top of the list. McKnight stated that it was specifically told to a new developer that has two buildings in the Midtown District area that is looking to convert them to affordable housing, that he would be moved to the top of the list with regards to possible allocation.

Corbin Carpenter stated that this is a nuanced approach that THDA is taking now, so instead of the three Grand Divisions of West Tennessee, Middle Tennessee, and East Tennessee, there are now six (6) divisions to incorporate the rural areas too, so the allocation is spread even more thin. McKnight stated that to Charles Carpenter’s point, the rural areas are running things now. Chairman Reid asked Corbin Carpenter to further explain his comments regarding the Grand Divisions and how that is set up. Corbin Carpenter stated that the Grand Divisions are gone completely, and in lieu of that, now there will be six (6) categories that THDA will focus on allocation throughout the state of Tennessee, with a focus on rural communities. Wellford asked if these divisions are built around larger cities. Corbin Carpenter stated that there are anchor areas that have now been expanded to include rural areas now with each of those being required to receive a minimal amount of allocation, which spreads the allocation very thin. Corbin Carpenter stated that as Charles Carpenter mentioned, the nuanced component of East Bank development getting approval for approximately $100 million in allocation will make the allocations left even more challenging for applicants in 2026, which is unprecedented.

 

Charles Carpenter stated that THDA has had a change from the 50% rule, which is now a 25% rule, and the significance of that is that under the 50% rule, a minimum of 50% or more of the bond proceeds had to be used in the capital stack, and that has now been reduced to 25%, which theoretically would make more bond proceeds available for newer projects. However, Carpenter stated that it may not work that way in real world application because most of these affordable housing projects do not have the ability to cover the capital stack with other equities or grants, and all of that will have to be worked out because this is very new. Carpenter stated that there was a lot of advocacy and input into THDA as they went through finalizing the QAP for 2026, and there will be a period of seeing how this works in operation.

 

5.      Carpenter stated that the resumption of federal government operations was good news. Carpenter reminded the Board that it has induced bond financings for five (5) different projects during 2025, and only one (1) has closed. The remaining transactions are all involved with the federal government in some way, so those transactions were put on hold during the federal government shutdown. Now that the federal government shutdown has ended, Carpenter stated that at least one transaction is on track to close in 2025. In recognition of the federal government shutdown, THDA did grant carryover credits for those remaining transactions, including Covenant Gardens Senior, which is a transaction Carpenter stated his firm continues to work with to move the project forward. Carpenter stated that Covenant Gardens Senior is a new construction project, which will put a dent in the number of units that recent statistics continue to show that the City needs for affordable housing units going forward. Carpenter stated that the preservation of existing units does not put a dent in the number of units of affordable housing needed, so new construction is the most effective way to deal with the deficit of an estimated 30,000 affordable units.

 

6.      Carpenter reported no new PILOT closings in November 2025. Carpenter stated that as for the PILOT transactions that are tied to bond transactions, if the bond transactions can be closed, the PILOTs will also be closed contemporaneously. Carpenter stated that everyone is working diligently trying to get certain projects closed before year end 2025, but if they are not closed by year-end, each working group is committed to finalizing those transactions during the first quarter of 2026.

 

7.      Carpenter reported that his firm has been monitoring the Shelby County PILOT Ad Hoc Committee. Carpenter reported that the Shelby County PILOT Ad Hoc Committee has met since the Board’s November 5, 2025 Board meeting, and the Shelby County PILOT Ad Hoc Committee seems to be changing the approach that was previously discussed, where the Shelby County PILOT Ad Hoc Committee had stated it would put together its recommendations and have the PILOT granting entities come in and talk through those recommendations to provide feedback on the proposed recommendations before moving forward. Carpenter stated that did not happen, and now the Shelby County PILOT Ad Hoc Committee has finalized its recommendations and is planning to submit them to the Shelby County Commission sometime in December 2025. Carpenter stated that his firm will continue to monitor the progression of the activity, and if his firm has the opportunity to go in and speak on behalf of the Board, he will take advantage of that opportunity. Carpenter stated that there was so much information to condense and to understand to produce recommendations, and it would have been helpful for the Shelby County PILOT Ad Hoc Committee to have had the PILOT issuing entities provide feedback on those recommendations before the Shelby County PILOT Ad Hoc Committee moved forward in seeking approval or changes.  

 

8.      Finally, Carpenter reported that there was a bill that was introduced in the Tennessee General Assembly at the last session by Senator Brent Taylor, with a corresponding bill in the house, seeking to set up a state-wide PILOT issuing authority. Carpenter reported that the bill proposes to eliminate any ability of municipal governments and counties to issue PILOTs and proposes a state authority to issue all PILOTs. Carpenter stated that this would not be a benefit to PILOTs, particularly in this area. Carpenter reminded the Board that Memphis and Shelby County have the highest property taxes in the state of Tennessee, and this would further deter development of affordable housing in this community when there are no incentives to help facilitate and support those developments. Carpenter stated that based on construction codes and other factors, it is just as expensive to build market rate housing developments as it is to build affordable housing developments, and the significant component is that market rate housing does not have caps or restrictions on rental rates or material additional federal regulations. That said, a developer would likely opt to build or rehabilitate market rate housing versus affordable housing, which really restricts the inventory available for affordable housing families.

 

Howard Eddings, Jr. entered the meeting.

 

There being no further questions or comments, the Legal Report was concluded.

 

 

 Action Items-

 

1.      Bond Inducement Resolution for APP Corning Village Partners, L.L.L.P. (d/b/a Corning Village Apartments)

 

Thomas Robinson and Alexis Morris entered the meeting.

 

Charles Carpenter introduced this agenda item stating that this is a bond inducement application for Alco, who is the sponsor for this project, and welcomed representatives in attendance, and introduced them, Thomas Robinson and Alexis Morris. Carpenter stated that this would be a new acquisition for preservation of this property, which is currently in a qualified census tract. Carpenter advised the Board that changes are being made to the designation for this census track, and although this project is not imminent for a 2026 close, it is legally required that the Board induce this project and put it in the pipeline to be grandfathered in through this qualified census tract, which would aid the capital stack and aid in the benefits to make this project come online. Carpenter stated that Alco is one of the Board’s preferred local developers in this community with numerous established, well operated properties, and the developer is seeking this inducement at this time. Carpenter reminded the Board that an inducement basically gives the developer the green light to move forward and put all the components of the financing together, and the Board is not obligated to go any further unless the developer comes back for a final bond resolution. At that time, the structure, security, tenant benefits, and any other necessary components are put in place. Carpenter invited representatives in attendance to provide any additional information at this time.

 

Thomas Robinson thanked Carpenter for the introduction, stating that this is a property that Alco manages and is excited about rehabilitating. Robinson stated that Alco has gotten most of the contingent approvals and is working through something with HUD that will put the financing package together. Robinson references Carpenter’s comments, stating that the map that currently has the property in a Qualified Census Tract will change on January 1, 2026, and the method of grandfathering this project in for up to two (2) years is to submit a full application to THDA, of which THDA will accept in December 2025, and then Alco can come back to THDA when the project is really ready to proceed within that two (2) year period. Robinson stated that the bond inducement is a component of that application to be submitted to THDA in December 2025 and stated that Alco would appreciate the Board’s consideration and approval today and would keep the Board aware as this project starts to move forward. Carpenter stated that this application has completed the Bond Application Submittal Conference process that is part of the Board’s procedures, the application complies with the Board’s policies and procedures, and his firm would recommend that the Board look favorably upon this inducement. There being no further questions or comments,

 

Cliff Henderson made a motion to approve the Bond Inducement Resolution for APP Corning Village Partners, L.L.L.P. (d/b/a Corning Village Apartments). Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

 

 

Thomas Robinson and Alexis Morris left the meeting.

 

  

2.      MHA PILOT Refinancing Application for New Blossom Partners, LP (d/b/a 2nd Street Flats)

 

Hunter Nelson entered the meeting.

 

Carpenter introduced this agenda item, stating that Action Item 2, 3, and 4 are all applications submitted and sponsored by Elmington Capital, which has been an excellent PILOT Lessee in the Board’s PILOT program and have done a tremendous job of completing new construction, as well as acquisition-rehab projects. Carpenter stated that these three (3) projects could be discussed together but would be voted on separately. Carpenter stated that these three (3) applications are refinancing applications and reminded the Board that one of the main considerations of a refinancing application is the uses of the proceeds of the new loan and whether there is equity repayment or buyout other than a pure refinancing loan to be reinvested into the project. Carpenter stated that his firm and Board staff have reviewed these applications and, in this case, two of the applications include a repayment of equity. Carpenter introduced Hunter Nelson, representative for these applications, to answer any questions the Board has regarding these three (3) applications. Nelson stated that these three (3) projects are the first projects that Elmington ever built in Memphis. Nelson stated that the refinancing applications present an opportunity for Elmington to buy out the tax credit partner, as planned under the original financing structure. Also, these partners have come to Elmington at different points throughout this year expressing that it was at the end of the tax credit period and they were looking to exit the properties, so as a part of the agreements, those investors are due a payment when they decide to exit.

 

Nelson explained that the return to investors for Elmington as part of the Sources and Uses table for the Crescent Bluff I & II PILOT Refinancing Applications, and a portion of the proceeds remaining is going to be used for another project that Elmington plans to bring before the Board at a future meeting that will be used for a third phase to the Uptown Burkle & Main project that is an active participant in the Board’s PILOT program. Nelson stated that the way the sources and uses are lining up for that project, there is a gap there, and Elmington is planning on using a good portion of these refinancing proceeds to close that gap. Nelsons stated that in listening to Carpenter’s earlier comments regarding lack of bond allocation and making affordable housing deals pencil out, Elmington believes in these projects long term and is looking to close funding gaps themselves, as they have previously done with other projects, including refinancing a project in Nashville and putting the proceeds, about $2 million, into Burkle & Main approximately seven years ago.

 

Nelson stated again that the refinancing proceeds that are listed as return to investors for Elmington are planned to be used to pursue this third phase of the Burkle & Main Memphis project. Nelson stated that he will be attending meetings today to discuss the planning and rezoning to pursue this third phase of this project. Nelson went on to discuss the success with Elmington’s current projects in Memphis.

 

Stephanie Bryant asked Nelson to describe the structure of the refinancings for the Board’s clarification. Nelson stated that Crescent Bluff I and Crescent Bluff II Refinancing Applications include one loan for both projects, which are essentially two phases that had two separate investors, but this one loan will bring 100% of ownership combined, and is being treated as one project in Elington’s long term plan to complete the 15-year tax compliance period, and then pursue an acquisition-rehab to combine the two properties into one project.

 

Bryant stated that the occupancy rate for 2nd Street Flats is 94% occupied, Crescent Bluff I is 97% occupied, and Cresent Bluff II is 90% occupied. Bryant stated that these occupancy rates are consistent with what Board staff sees throughout each year for all three projects. Carpenter stated that a number of the Board members were not on the Board at the time of these original PILOT approvals, but the Board previously had the opportunity to go on-site to the Crescent Bluff properties, each was a new construction. The construction is top quality with upscale finishes, and the properties have been well managed. Howard Eddings, Jr. asked what the average income level is for the tenants of these properties. Nelson stated that each of these projects is 100% occupied by residents below 60% area median income (AMI), but each project also reserves 20% of its units for residents below 50% AMI as well. Eddings asked for sheer numbers for the people living there, to which Nelson stated he would get that information for the Board. Eddings stated he is curious because these projects are in a location that is desirable. Nelson stated that Crescent Bluff II has a lot of one-bedroom units, so there is a high concentration of seniors there and are reserved for residents below 50% AMI, and then Crescent Bluff I has all two-bedroom and three-bedroom units because when Crescent Bluff I originally received allocation from the state, there was a preference of larger units, so there tend to be more families that live in those units. Nelson stated that Erica Smith, who is now the regional manager for Elmington started off as a resident, then became an assistant manager, then property manager, and is now the regional manager for this area and has been with the company for twelve (12) years as both a resident and staff member and is has been fantastic. Nikki Abraham stated that she recently performed a PILOT Lease File Audit for each of these three PILOT properties, and the average income levels range from $20,000- $40,000 annually. Carpenter asked that Nelson to make the statement for the record that these refinancings will not have a negative impact on the operations of any of these three (3) properties. Nelson stated yes, he is happy to make that statement on record and stated that Elmington’s plan is to own these properties for the next 20-30 years, and it would not do anything that would in any way jeopardize their long-term ownership or viability. Nelson stated that Elmington’s plan is to put these projects back into the program to extend the affordability, and Elmington would not do anything to jeopardize these assets. There being no further questions or comments,

 

Monice Hagler made a motion to approve the MHA PILOT Refinancing Application for New Blossom Partners, LP (d/b/a 2nd Street Flats). Cliff Henderson seconded, and the motion passed unanimously after proper roll call vote of the Board members.

 

3.      PILOT Refinancing Application for TOV Virginia Partners, LP (d/b/a Cresent Bluff I)

 

There being no further questions or comments,

 

Howard Eddings, Jr. made a motion to approve the PILOT Refinancing Application for TOV Virginia Partners, LP (d/b/a Cresent Bluff I). Cliff Henderson seconded, and the motion passed unanimously after proper roll call vote of the Board members.

 

4.      MHA PILOT Refinancing Application for ECG Virginia, LP (d/b/a Cresent Bluff II)

 

There being no further questions or comments,

 

Cliff Henderson made a motion to approve the MHA PILOT Refinancing Application for ECG Virginia, LP (d/b/a Cresent Bluff II). Buckner Wellford seconded, and the motion passed unanimously after proper roll call vote of the Board members.

 

 Hunter Nelson left the meeting.

 

5.      Bond Inducement Resolution for Melrose Housing Partners, LLC

 

Saki Middleton entered the meeting.

 

Carpenter introduced this agenda item stating that Action Item 5 and 6 are with the same developer and may be discussed together but voted on separately. Carpenter stated that this project is in the Melrose area of Orange Mound and is a continuation of a development that had been initiated by the City of Memphis, where it converted the old Melrose High School into a development for the community. Carpenter stated that the first floor of the development is a genealogy lab and library, and the second and third floors were set aside for senior housing for residents. Carpenter stated that there have been public hearings in the Orange Mound community, and the community has been involved and weighed in on what the new structure would be. Carpenter stated it has been challenging due to the cost of construction and making the numbers work. Carpenter stated that one of the things that has been proposed with this application is that there will be new construction of more units to make the project more financially feasible and the City is a strong supporter of this project to carry the project forward. Carpenter stated that the Sources and Uses table includes several incentives that the City of Memphis is providing to make this project work. Carpenter introduced Saki Middleton, the representative in attendance for this project.

 

Middleton stated that he is the President of John Stanley and his team has been working on this public private partnership with the City of Memphis for approximately three (3) years now. Middleton stated that the project is now fully entitled, and early in 2025 the team applied for 9% LIHTCs through THDA, which was a competitive application, but the project application was not successful, so the City provided some additional resources to ensure that the project could move forward. Middleton stated that he is excited to work with the City Administration on this project, as it is very unique in utilizing an old building that was vacant and an unutilized site adjacent to the building and he thinks this will be a great addition to the neighborhood, particularly since the genealogy center and library are up and running today. Middleton stated that his team is close to getting all the financing pieces together and hopes to have the project move forward in 2026.

 

Carpenter stated that the next Action Item 6 is the PILOT application for this same project, and reminded the Board that with the bond financing, the PILOT is a necessary component to maintain the cost and help the project become more financially feasible and stable. Carpenter asked Middleton to talk about the new construction of the additional units to give the Board a more complete perspective of the scope of the project. Middleton stated that in the existing Melrose building, where the former school was located, and where the genealogy center and library are currently located, there will be 24 units on the second and third floors of that building. Middleton stated on the adjacent parking lot, his team will be developing approximately 27 new townhome-style apartments, which will be all new construction, but all units will be under construction and built at the same time and will be operated as one project. Middleton stated that the uniqueness of this project is the substantial rehabilitation and adaptive reuse in addition to new construction. Trey McKnight stated that in his meetings with John Zeneah and Ashley Cash, both stated how much the City Administration is putting behind this project and are in full support of this project.

 

Eddings asked, regarding the Sources and Uses table for the project, if the Cohen funds, Housing Trust Fund (HTF) Funds and Housing and Community Development (HCD) Funds were all allocated for the existing rehab and rebuilding and repurpose of the library and genealogy center or if these funds are strictly for the housing component. Middleton stated these funds are 100% for the housing piece and are separate from the library and genealogy center, which have already been funded with separate sources of funds. McKnight stated that those funds are specifically to fund the financial gap that was there for the project. Eddings stated that there are several gaps concerning this project, as he was on the Orange Mound committee for this project. Eddings asked for clarification of the $3 million from the Cohen funds. Middleton stated that his understanding is that Cohen funds are funds that the City received a couple of years ago specifically for the Melrose project, particularly for the housing piece, and the City Administration already has the funds in hand. Eddings stated that is why he asked for clarification, because his understanding is that those funds were being used for repurposing the building. Middleton stated that unless there were some additional Cohen funds he is not aware of, he only knows about the $3 million that is available for the housing piece, but there may be additional funds used for the library and genealogy center that are now complete. Middleton stated that the genealogy center and library were the first phase of this project which is completed, has been fully funded, so there are no additional funds needed for that piece.  Eddings stated that this information makes it seem like there was $6 million available, because he knows that $3 million was available for the existing project in the form of commercial redevelopment and repurposing, and now seems there is an additional $3 million available for the housing piece. Middleton stated he is not aware of the sources of funds that were used during the first phase of the project as he was not involved in the financing side of that, and that all he knows about that phase one is that it is now complete.

 

Eddings asked what work has been done from a community engagement perspective to ensure families understand what is going on there and is the development team comfortable with those additional units that will be put on the adjacent parking lot, because Eddings is hearing something different from that community. Middleton stated that the development team has had a significant number of meetings locally, specifically with the community and some of the folks involved in the Orange Mound Alumni Association.  Middleton stated that there have also been meetings at the Melrose site concerning the development team getting entitlements and what the development team plans to do with the development plan and the designs and the development team will continue to have those meetings. Middleton stated that the development team will continue to come back because the product designs are not complete yet as far as the elevations, layout, etc., so the development team will continue to come back to the community as this design progresses. Middleton stated that the first piece is getting the financing together and then upon getting awarded the financing, the development team's goal is to come back to the community with the financing in place and start moving towards significantly designing the building, which his team would come back before the Board to present the designs and process and talk about specifics related to the units and affordability. Middleton stated that the development teams proposed to confirm and identify that it can do specific  preferences as long as there is no violation for Fair Housing Law, particularly for the local Orange Mound residents and/or folks that have been displaced in the past. Middleton stated this is a summary, but there has been significant discussion about the project's concept of how it would be designed, how it would look, who would live there, and how that selection process would take place. Eddings stated that this sounds like nothing has been confirmed or approved. Middleton stated that the community has given the development team its support and the project’s entitlements have been approved, which is attached to that because it was an open public process and everyone in the community was notified, particularly within a certain radius of the project, so everyone has been able to have their input about what is trying to be done on the brick and mortar side. Middleton stated that the one thing the development team has gotten feedback from Orange Mound residents is what is the selection process, what is the preference, and can Orange Mound residents identify who they want to live there. Middleton stated that the development team has explained to Orange Mound residents that this is something that the developer must be careful with because of federal Fair Housing Laws, but the development team could probably work with the City Administration to produce a preference for the local community. Middleton stated that as for approvals, the developer has its autonomy approvals and has support from the various stakeholders locally. Middleton stated that, particularly with the City Administration taking the lead, that his team went through an extensive process with outreach with the community and discussing the project concept and what would happen above the library and the adjacent parking lot.

 

Corbin Carpenter stated that this is an MHA PILOT Application, meaning the project has been endorsed by MHA, and all 51 units are going to receive project-based vouchers, which has been confirmed by Dexter Washington. Buckner Wellford asked what the security commitments would include for this project. Wellford referenced that the Tenant Benefit Commitments state that there will be security cameras throughout the site and asked if the City of Memphis is providing security for the library and asked for clarification on the plan for security for the project. Middleton stated that his understanding is that there is a security person that is at the library during library hours, but as far as securing the building, the development team will be looking to security cameras, key fobs, the entrances, and the way the project is designed and the way the property is gated. Middleton stated that the townhomes would be individually secured, as the entering the townhomes would be like entering any other townhome with separate entrances. Middleton stated that his team has talked with security professionals on how to best design the project, and particularly with the library already being in operation, he has not heard of any security issues during normal hours of operation or in the evenings, but his team will continue to monitor that, but at the moment the development team does not feel that there is a need for a physical guard to walk the property, but that is not to say that cannot change. Wellford advised that the application stated that these units will be for seniors. Middleton stated that seniors will be located within the Melrose building on the floors above the library, and the entrance is secured, as well as the elevator is secured so that not everyone can access the building where the senior units are located. Middleton stated that his team has used this type of design with other projects, and it has been successful, through the fob system and the camera system, which provides a log of key fobs, and the security cameras can also be accessed in real time if there is an issue. Middleton stated that there will also be an on-site manager there during office hours.

 

Eddings asked Corbin Carpenter for clarification that if all units will be Section 8 project-based vouchers, if that means that no units will be rented to people who do not qualify for Section 8. Corbin Carpenter stated that this would be a question for MHA. Eddings stated that although many of the units will be inside the Melrose building, there is some pushback around building the structures for families who qualify for project-based vouchers, which means this particular corner will be saturated with people of a certain income, so there is a little bit of reticence from what he understands, as he spends a significant amount of time in Orange Mound, but that does not mean that the units do not need to be built. Middleton stated that his team is mindful of that, and is building 27 townhome units that would be geared toward families, and the Section 8 project-based vouchers are income qualified, meaning the person has to earn between 30%-60% AMI, which is somewhat of a broud range, but it is affordable, but one would only pay 30% of thier income because of the Section 8 project-based voucher. Eddings asked what wrap around services or continuum of care or other options will be available to families that would be living there beyond the library and genealogy center. Middleton stated that the development team does have an agreement with the library for services offered, which include financial literacy classes and other classes that the library provides within the library that will also be provided to the tenants. Eddings asked if Middleton is aware that the library closes at 6:00 pm CT. Middleton stated that he is aware of that, and that the project will also provide community space that is planned to offer additional services and a fitness center area.  Middleton stated that broader services have been listed out in the application, but once the project is complete, the development team plans to tailor the additional services to the population that is there, as this is not an assisted living facility for the senior population, it is independent living for ages 62 years and older. Middleton stated that there may be options for services such as getting seniors to the Social Security Office, or help with groceries or transportation, but they look to tailor specific services to the population that lives there.

 

Carpenter stated that this has been very good dialogue, and as Middleton mentioned earlier, the development team and the City Administration have been working on this project for approximately three (3) years, and this is a process that is ongoing, and it all hinges upon the THDA application being successful for 4% LIHTCs and volume cap. Carpenter stated that the Board approval today would induce this process to give the developer an opportunity to make application to THDA in 2026, and if that is successful, then the developer would come back before the Board for a Final Bond Resolution, and where all the details would be addressed for the tenant benefits, and the structure of the deal and who would qualify, and issues being discussed with Orange Mound residents would all be addressed at that time. Carpenter stated that this project applied to THDA for the 9% LIHTC round for 2025 and was not successful, so this will be an application to THDA for 4% LIHTC allocation for 2026, which is going to be very competitive because of the reduction in statewide allocation available. Carpenter stated that what the Board would be doing today is to recognize the work that has been done over the past three (3) years for this project and give the developer the opportunity to apply to THDA for 4% LIHTCs in 2026 and see if the application is successful before moving further into the process. If the application to THDA in 2026 is not successful, then the developer and the City Administration would have to go back to the drawing board to see if there is another way of making the numbers work for the project.

 

Carpenter stated that this is a good teaching point in that so many members of this community think that when a project is brought to the Board or if the Board approves something, that the incentive is automatic, and it is not. The transactions are fraught with issues, rule changes, expenses go up, tariffs come into play, and costs that were thought to be under control are not, and construction processes can have additional costs and issues that arise during the construction period, etc. Carpenter stated that, this application complies with the Board’s policies and procedures, and the Board is not committing to do anything other than allowing the developer to move forward with the process with THDA and the Board. If the developer is successful with THDA, then it would come back before the Board in that allocation timeframe, but if the developer is not successful with THDA, the Board may not see the bond or PILOT applications again for this project. Carpenter encouraged the Board to look favorably upon this inducement application at this point just to continue forward with this potential project. Buckner Wellford asked what the agenda means when it states MHA PILOT Application for Melrose Housing Partners, LLC. Carpenter reminded the Board that it has two (2) types of PILOTs that are administered, one for the City of Memphis, and one for MHA. Carpenter stated that the Board administers both types of PILOTs, but there are some slightly different rules with the underwriting in terms of an MHA PILOT. Wellford asked for confirmation that this MHA PILOT Application has been submitted to the Board and would be a draft, as it may or may not be the same as how the project ends up with the bonds. Carpenter stated that the PILOT would be the same, and that it is an MHA PILOT application, but with THDA and how things develop there, no one knows exactly how things will work out for this project in THDA’s 2026 4% LIHTC rounds. Wellford stated that he is pointing out that questions regarding the PILOT application would be the same, whether the application is for an MHA endorsed PILOT application or a City of Memphis PILOT application. Carpenter confirmed that statement is correct, and that tenant benefits are still a major component of both types of PILOT applications.

 

Vincent Sawyer asked how the transfer of the property to the Board is to be handled. Carpenter stated that under the MHA PILOT, there is a lease structure used where there is a lease, a sub-lease, and a sub-sub-lease agreement versus the transferring of the quit claim deed or special warranty deed structure, which is used for City of Memphis PILOTs, so that the transfer would conform with MHA PILOT guidelines. Also, Sawyer asked for clarification of the deferred developer fee on the sources side of the Sources and Uses table versus the developer fee on the uses side of the Sources and Uses table. Middleton stated that the total developer fee on the uses side is the total developer fee that is allowable by THDA, and his team is taking a portion of that and deferring it as a source, so essentially the developer fee is not being paid in full when the project is initially completed, and the deferred amount will be paid from future cash flow from the completed project, so it is being used as a source to finance the project gap due to the unsuccessful application to THDA for 9% LIHTCs in 2025. Middleton stated this is a way to move the project forward and finance it 100%. Sawyer asked if this means the developer is pledging future profits, to which Middleton confirmed yes.

 

There being no further questions or comments,

 

Buckner Wellford made a motion to approve the Bond Inducement Resolution for Melrose Housing Partners, LLC. Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

 

Let the record reflect that Monice Hagler is recused.

 

6.      Affordable Multifamily MHA PILOT Application for Melrose Housing Partners, LLC

Wellford asked for confirmation that the Board would be voting on the PILOT Application for this project today. Chairman Reid confirmed. Wellford stated that his concerns and issues have been expressed concerning the PILOT application in earlier discussion of this project for the record. There being no further questions or comments,

 

Cliff Henderson made a motion to approve the Affordable Multifamily MHA PILOT Application for Melrose Housing Partners, LLC. Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

 

Let the record reflect that Monice Hagler is recused.

 

Saki Middleton left the meeting.

 

7.      Affordable Multifamily PILOT Application for Forrest Cove WPXIV, LLC c/o Wickenden Partners, LLC (d/b/a Forrest Cove Apartments)

 

Marty Regan and Cyrus Mojdehi entered the meeting.

 

Carpenter introduced this agenda item, stating that this is an application for a new PILOT for Forrest Cove Apartments. Carpenter stated that this application has been submitted by a new developer to this community and turned the meeting over to representatives in attendance for further comment. Marty Regan introduced himself as legal counsel to the applicant, and introduced Cyrus Mojdehi, the principal for the project, and stated that Mojdehi and his partner Danial Hirschberg are from Charlotte, North Carolina, and own other properties in Collierville, TN, but this project will be one of the first multifamily properties this team is acquiring and planning to develop. Following this project, this team has an interest in the City of Memphis, and he believes the Board will see more of them in the future. Regan stated that this team has a strong background in working in multifamily development throughout the country. Regan stated this this particular project has been neglected for approximately nineteen (19) years and is in disrepair. Regan stated the project consists of 36 units; financing is through Evolve Bank and Trust, and financials have been submitted to the Board’s legal counsel. Regan stated that this team’s financials are strong, and he is excited about drawing new people from out of town to come into Memphis to develop some of the housing. Regan stated that he is aware that this community consistently states that Memphis needs 30,000 more units to address the housing need, and this project is taking existing housing and bringing it up for tenant habitability. Regan reviewed the application submission, stating the Tenant Benefit Commitments include adding security, improvements to the parking lot, improvements for security, connecting with social service providers to provide financial literacy classes, internet access, and rejuvenation of units that have been neglected. Regan stated that the purchase price for this project was $1.875 million, and this team is putting over $1 million in rehabilitation costs into the property. Regan stated that this team aims to provide safe, decent, affordable housing to low-to-moderate income tenants, and a minimum of 40% of the units will be set aside for residents at or below 60% AMI.

 

Regan turned the meeting over to Mojdehi to tell the Board about his vision of investing in Memphis. Mojdehi stated that he has been coming to Memphis since he graduated college and worked at a firm that was putting together housing portfolios and rehabbing and renting them since 2013, so he is very familiar with the City of Memphis. Mojdehi stated that his firm purchased the property in Collierville, a 40-unit apartment building, that has performed well, and he enjoys the market and thinks there is a lot of opportunity in Memphis. Mojdehi stated that Forrest Cove Apartments was owned by a non-professional landlord for the past 19 years that did not have any interest in investing capital into the asset and things have deteriorated. Mojdehi stated that the occupancy rate was 50% at the time of his team’s purchase, with a number of life-safety issues at the property, and his team has already addressed those issues. Mojdehi stated that his firm has acquired over 1000 apartment units in the Southeast, and they like this market and think they can do a lot here. Mojdehi stated that his firm typically uses government-backed financing and has done over $60 million of government-backed loans, so they are familiar with the government's processes and have the balance sheet and capability to support the project.

 

Buckner Wellford asked who will be managing the property, to which Mojdehi stated the property will be self-managed by one of the firm’s employees. Mojdehi stated that his firm is also acquiring a property on Summer Avenue, close to this property, and the property manager will manage both properties. Mojdehi stated that with unit counts this small, the project cannot afford to pay for one manager for each site. Welford asked about the security of the property. Mojdehi stated that security cameras have already been installed, and they are in the process of installing LED lights. Mojdehi stated that there is a gate in the back of the property, and his firm has already taken a lot of measures that they thought were needed immediately. Howard Eddings, Jr. asked if Mojdehi had any concerns with the term sheet with the bank. Mojdehi stated that his firm has already closed on the property and the bank has provided the financing to buy it, and his firm has been rehabbing the project as needed, as the project was in major disrepair and a person could barely drive through the parking lot. Regan stated that Evolve Bank feels strongly about this firm’s creditworthiness, and he anticipates with the next PILOT application that this firm will be working with Financial Federal. There being no further questions or comments,

 

Howard Eddings, Jr. made a motion to approve the Affordable Multifamily PILOT Application for Forrest Cove WPXIV, LLC c/o Wickenden Partners, LLC (d/b/a Forrest Cove Apartments). Monice Hagler seconded, and the motion passed unanimously after proper roll call vote of the Board members.

 

Marty Regan and Cyrus Mojdehi left the meeting.

 

8.      Affordable Multifamily PILOT Term Extension Application for John Madison Exum Towers Preservation, L.P. (d/b/a John Madison Exum Towers I & II)

 

Juliett Waddell Pittman, Bishop Marvin Thomas, Stanley McCall, Jr. and Lauren Watts entered the meeting.

 

Carpenter introduced representatives in attendance for this agenda item, beginning with Bishop for the CME Church first Episcopal District, Bishop Marvin Frank Thomas, Juliett Waddell Pittman, and representatives of the management company, MEDS, Inc., Stanley McCall, Jr., and Lauren Watts. Carpenter stated that in 2015, this Board issued bonds as well as a PILOT for John Madison Exum Towers I & II in the Cherokee area of Orange Mound. Carpenter stated that substantial rehabilitation was completed at the property at that time. Carpenter went on to explain that in 2015, this Board only had the capacity to issue ten (10) year PILOTs, and it was not until late 2018 that the Board was granted the delegation of authority to issue twenty (20) year PILOTs. Now that this PILOT’s original ten (10) year term is coming to an end, ownership is seeking an additional ten (10) year term. Carpenter stated that all tenant benefits are in place and asked JP Townsend to provide an overview of his observations of the PILOT property. Townsend stated that John Madison Exum Towers consists of two (2) older buildings that have been maintained from an external observable conditions standpoint. Townsend stated that the property does need some work done to the siding, not due to damage, but due to some water stains. Townsend stated that this property is in compliance with the Board’s compliance standards.

 

Carpenter stated that, though it is not required for a PILOT Term Extension, owners are proposing to inject additional improvements, particularly to the elevator system, and some other items for the tenants. Carpenter stated that the PILOT Lessee has completed the application submittal conference. Carpenter stated in full disclosure for the record; his firm does represent the CME Church First Episcopal District and also worked on the 2015 bond financings, but his firm has not been involved with the preparation of this application. Carpenter stated that the application does comply with the Board’s policies and procedures and recommended that the Board look favorably upon this application. Chairman Reid asked for confirmation that this is a senior living facility. Carpenter confirmed that it is a senior living facility. Buckner Wellford asked about the on-site security and the nature of the on-site security. Stanley McCall stated that there is currently on-site security at the property from 7:00 pm-3:00 am. Wellford stated that it looks like the PILOT Lessee spend a significant amount of funds on a new security camera system at the onset of the original PILOT term, and McCall stated that ownership plans to upgrade that security camera system as well as part of this PILOT Term Extension because after ten (10) years, things begin to get obsolete, so the plan is to upgrade those security camera systems. There being no further questions or comments,

 

Cliff Henderson made a motion to approve the Affordable Multifamily PILOT Term Extension Application for John Madison Exum Towers Preservation, L.P. (d/b/a John Madison Exum Towers I & II). Monice Hagler seconded, and the motion passed unanimously after proper roll call vote of the Board members

 

Juliett Waddell Pittman, Bishop Marvin Thomas, Stanley McCall, Jr. and Lauren Watts left the meeting.

 

9.      Affordable Multifamily PILOT Application for Lakeville Townhomes, LLC (d/b/a Lakeville Townhomes)

 

David Shores and Alex Shores entered the meeting.

 

Carpenter introduced this item as a new PILOT application being presented by David Shores and Alex Shores, not only from a management standpoint, which is their typical role, but also from an ownership interest standpoint for this project. Carpenter turned the meeting over to David Shores and Alex Shores for additional comment. Alex Shores introduced himself and David Shores, stating that they both have a partial ownership interest in Lakeville Townhomes. David Shores stated that this project is located on Raines Road, just west of Airways. David Shores stated that this property is in need of a complete renovation to every unit and that is their plan to do that, and his team is ready to start work immediately. David Shores stated that the site has security there now and will continue on-site security throughout the construction period. David Shores stated that his team’s plan is to begin construction on units now, which will allow lease-up to begin in approximately four (4) months, and security will continue through that time. David Shores stated that all units will receive new energy efficient appliances, new flooring, new windows, new roof, asphalt, gates, siding, and gutters, so this is a very thorough renovation.

 

Carpenter stated that this is an area that has a significant need for affordable housing, and a number of properties in the Board’s portfolio are located in this zip code (38116). Carpenter stated that the PILOT application submittal conference has been completed, and the application complies with the Board’s policies and procedures. Buckner Wellford stated that he understands that there is on-site security that will be adjusted as needed once occupancy levels are achieved but wanted to confirm the commitment from the applicant for on-site security on an ongoing basis. David Shores stated that most of these are townhouse units, which implies there will be families there, and once a property like this is fully occupied, neighbors tend to watch out for each other. David Shores stated that there will be security at night and there will be on-site staff during the day. David Shores stated that until the property is between 80%-85% occupied, there will be full-time on-site security monitoring. Wellford asked if David Shores thought once the occupancy rate is 80% or above, that there would be security there 12 hours a day. David Shores stated that it is most likely.

 

Wellford asked about the Comcast Fiber 10-year agreement where property bills back to residents at a below market rate. Alex Shores stated that Comcast will come in and run fiber to all the units and then sell that to ownership on a per unit basis, and then ownership can sell that back to the residents. Alex Shores stated that Multi-South Management has done this at another property and was able to offer internet to residents $30-$40 below what they would get if they called Comcast themselves. Wellford asked how this would compare to the rollout of high-speed fiber through the City of Memphis with Meridiam, and what is going on there, and if this would be different or part of that process. Alex Shores stated that because this is private property, the ownership would decide who the cable provider would be and ownership would go to a company like Comcast and sign a contract with them, then Comcast would come and install the fiber knowing they are locked in that contract for ten (10) years. Wellford stated for clarification that it is different from the high-speed fiber rollout through the City of Memphis and would be specifically what Comcast is offering. Alex Shores and David Shores stated that Comcast is installing high-speed fiber wiring. There being no further questions or comments,

 

Monice Hagler made a motion to approve the Affordable Multifamily PILOT Application for Lakeville Townhomes, LLC (d/b/a Lakeville Townhomes). Cliff Henderson seconded, and the motion passed unanimously after proper roll call vote of the Board members

 

 

10.  Status Update for Sterling Townhomes

 

David Blatt entered the meeting.

 

Carpenter began by introducing representatives David Shores, Alex Shores, and David Blatt, stating that at is a new PILOT that was issued earlier in 2025 in the Whitehaven community. During the commencement of construction, Carpenter stated that there was a fire, with a second fire taking place just months after. Carpenter stated that the City of Memphis Code Enforcement issued a “MUST NOT BE OCCUPIED” Notice followed by a “NOTICE OF CONDEMNATION HEARING”. Carpenter stated that there was an administrative process and the “NOTICE OF CONDEMNATION HEARING” was appealed, and it is Carpenter’s understanding that the matter is now pending in Environmental Court. Carpenter stated that once the Board received notice of what was going on, his Firm began communicating with the management company and ownership and subsequently, since this was a case of first impression, Carpenter’s Firm filed a Notice of Legal Default to give the Board full authority to take whatever action that it would deem appropriate. Carpenter explained that with the Notice of Legal Default process, his Firm issues this notice to ownership and management, and requires a written response from the PILOT Lessee within thirty (30) days as to how the PILOT Lessee plans to remedy the default. Carpenter stated that neither his office, nor Board staff has received any written response from the PILOT Lessee up to this point. Carpenter stated that we are here today to get more information on what is being planned and what the current status of things are, and his Firm has been informed by the developer that there was a claim filed against the casualty insurance company, and that claim was initially denied. There may be some legal action going forward using an errors and omissions claim, or some other legal theory to compel the insurance company to pay the fire loss. Carpenter stated that there is no occupancy at the property, and from the Board’s internal compliance inspector’s most recent inspection, there is still a lot of fire debris remaining at the project and turned the meeting over to representatives in attendance for additional comment.

 

Alex Shores stated that demolition is scheduled for Wednesday, December 10, 2025, and is anticipated to take approximately one month to complete, weather permitting. Alex Shores stated that demolition will begin with the buildings that have been pushed over and then will move into the structures that are still standing but have a lot of damage and start repairing those. Carpenter asked if the demolition company has already been contracted and if everything is in place to move forward on that basis. Alex Shores confirmed yes and stated that this work will take approximately four (4) weeks, weather permitting. Alex Shores stated that once demolition is done and the job site is cleaned up in that four (4) week window, there are three (3) buildings that suffered meaningful fire damage but are still standing. Once the job site is secured, Alex Shores stated they will go in to start closing those buildings, and he believes this process will take approximately six (6) weeks. Alex Shores stated that the rest of the property has had new siding installed, windows replaced as needed, all roofs have been replaced, buildings have been painted, landscaping has been cleaned up, and mechanical, electrical, and plumbing rough in has begun for approximately 25 units, and that work will continue.

 

Carpenter asked if there is any reason why the PILOT Lessee has not submitted a written response to the Notice of Legal Default with this plan. Alex Shores stated that there is none, but he can get this plan to the Board in writing. David Blatt, the PILOT Lessee, stated that part of the delay in response was trying to lock in on the details that have now been shared in respect to identifying the demo company as well as confirming that the company had the bandwidth to start the work in the near term, and this information is very new. Blatt stated that anything that would have been put into writing would have been speculative or some version of estimate, but he can certainly follow up with that in writing with much more certainty than he would have been able to previously. Cliff Henderson advised Blatt to overcommunicate versus waiting to communicate, as the Board would have preferred to have speculation versus no communication.

 

Carpenter asked what the status is of the litigation his Firm has been informed of concerning the insurance company. Blatt stated that he is proceeding with the litigation with respect to the insurance agent to get to the state where negotiations can begin for some form of settlement with the errors and omissions claim that was referenced earlier. Blatt stated that he does not have advisement into the timing associated with that, just that he is moving forward through that process and hoping that he can move forward into something that involves dollars and timing associated with what a settlement could look like. Blatt stated that he is not looking at this plan as two tracks as to what is being done, and that it is being done at the same time. Blatt stated that there is still the undamaged part of the property that he is going to continue to move forward through the renovations and bringing those units online, and once the area of fire damaged debris is cleared, he is going to start in on the salvage of those units and make sure that the property as a whole is cleaned up sufficient enough to begin leasing out, which was the original business plan. Blatt stated that this is a multi-track approach, and he has been moving forward as aggressively as he can on all fronts, and that is where things stand right now.

 

Carpenter asked representatives to give the Board some scope of the burn units and what is going to be demolished and units that are going to be restored. Alex Shores stated that there are approximately 34 units that have been affected by the fires. Blatt stated that the property has 112 total units. Alex Shores continued, stating that 34 units were affected by the fires and that the plan right now is to rebuild 12 of those units, and then there is a strip in the middle that he is unsure how ownership plans to proceed with that, and he will include firm numbers on that in the written response. With the matter that is pending in Environmental Court, Carpenter asked if the owner has an attorney that is representing his interest in Environmental Court. Alex Shores stated that the owner does not have an attorney representing his interest in Environmental Court, but his understanding of the process in Environmental Court is that once the building are demolished and the other buildings are put back together, that would allow the property to move out of Environmental Court. Carpenter stated that this is not automatic, but he understands that these are the steps that must be taken.

 

Carpenter stated that based on Blatt’s earlier statements, Blatt assumes there would be some settlement that would put dollars back into the project, but if that does not happen, are there additional resources available to complete this process and the project as it has been outlined to the Board today? Blatt stated that he has begun high-level conversations with his existing lender to that end and started to discuss C-PACE financing in addition to what he has in place right now because of the nature of the rebuild. But ultimately, Blatt stated he is looking into other paths to provide the necessary financing, should the insurance proceeds not materialize, or should they not materialize in a timely basis, because he wants to keep the momentum of the project moving forward as best he can despite this setback. Carpenter stated that he would expect there are covenants in his loan agreement regarding insurance, but as part of the Board’s policies and procedures, if Blatt is looking at some refinancing, that is something that must be brought back before the Board through a PILOT Refinancing Application. Blatt confirmed.

 

McKnight asked Blatt to go into what C-PACE financing is, stating that he knows what it is, but for the edification of the Board. Blatt stated that the C-PACE program is essentially a program that provides financing for those items within a construction rehab project that would be deemed green, things like LED bulbs or windowpanes that contain heat or cold better. Blatt stated that there is a list of items that would qualify, and the way the program is structured is that it embeds into the property taxes effectively versus being a traditional type of loan like what the bank would provide. Blatt stated that banks are open to this if they are familiar with the program and the amortization is a very long runway so that the payments and carry are not so heavy for any developer that is accessing those funds and usually whatever cost of capital, meaning the interest rate that is associated with the program, generally runs less that what one would get from a traditional lender. Blatt stated that he was fully baked with his capitalization of this project on the front end, closed the PILOT on May 2, 2025, and the fires happened on May 7, 2025, and then again one month later, so he really did not have a chance to move ahead much, so it also was not like a lot of the work and money that has been poured into the property prior to it being fire damaged.

 

Trey McKnight stated that C-PACE is very good and asked if Blatt has been working with C-PACE lenders such as Economic Development Growth Engine (EDGE). Blatt stated that he has been speaking with a few providers that are specifically active in the Memphis area with projects like these, and they usually have some sort of nonprofit directive as well associated with it. Blatt stated that a lot of these conversations have been happening at the same time just because his goal right now is to create options depending on how things begin to shake out and come into focus. McKnight stated that Blatt’s first stop for C-Pace should be EDGE, as they have a C-PACE program. Blatt expressed his appreciation for McKnight’s guidance. Corbin Carpenter asked for confirmation that Jennifer Lowrie of Baker Donelson Law Firm is still Blatt’s legal counsel regarding the PILOT, to which Blatt confirmed. Corbin Carpenter stated that his Firm has not heard from Lowrie since the closing of the PILOT, and that as has been previously mentioned, the Board and his Firm want to be helpful, but we all need communications and to know what is going on in order to be helpful. Blatt apologized for the lack of communication, stating he would step that up.

 

Cliff Henderson asked for clarification that there are two different sections of the property, one that can be rehabbed and renovated quickly, and the other made up of approximately 34 units, that has been fire damaged, and in order to proceed with those units, it sounds like ownership is trying to get a path forward, and asked what the target date is to start leasing those units. Alex Shores stated that one of the trickier components is that over half of the transformers must be replaced and he is in that process with MLGW now, and he does not have a timeline for that, but he would anticipate middle of spring 2026 to begin leasing but the transformers could take three months or nine months, and there is just no timeline on those. Henderson stated he is trying to gauge how the Board should follow up depending on how things play out. Carpenter recommended that a written response be submitted to the Board staff and his Firm no later than Wednesday, December 10, 2025, and that a written update be submitted to Board staff and his Firm no later than January 28, 2026 in preparation for a status update to be provided at the February 4, 2026 Board meeting. Carpenter stated that communication is very important, and the Board wants to work with the PILOT Lessee, but there are a lot of challenges, so let's try to work together to make this project work, if at all possible. There was no vote required for this item, but as a matter of record,

 

A formal written response of the action plan is to be submitted to Board staff and Carpenter Law Firm no later than December 10, 2025, with a subsequent written status update of progress that has been made to be provided to Board staff and Carpenter Law Firm no later than January 28, 2026, and the developer is to appear at the Board’s February 4, 2026 Board meeting in person to provide a Status Update.

 

Although there was no vote on this agenda item, let the record reflect that Buckner Wellford is recused due to the previous and potentially ongoing involvement of his law firm with the applicant.

 

David Shores, Alex Shores, and David Blatt left the meeting.

 

 

Executive Directors Report

 

a.       McKnight reported that he has been working with Cliff Henderson on putting together a Request for Qualifications (RFQ) for the Board’s website, and it has been finished and released to seven candidates. McKnight stated that these are all reputable groups that have done governmental websites, and he has requested their work with a due date of December 12, 2025, and anticipates a selection date of January 9, 2026.

b.      McKnight stated that on February 23-24, 2026, there will be a Tennessee Affordable Housing Coalition meeting in Nashville, TN and he will be attending. McKnight stated that February 24, 2026 will be the “Day on the Hill” when Vincent Sawyer, Howard Eddings, Jr. and hopefully Charles Carpenter and Corbin Carpenter can join him in hopes to start communication and creating relationships so that West Tennessee can get more allocation.

c.       McKnight reported that he presented to Downtown Memphis Commission (DMC) on November 13, 2025, regarding the Board’s programs and economic incentives. McKnight stated he presented, along with EDGE and DMC, and there were between 30-40 attendees, and the event was very well attended and very well done, and a lot of information was shared.

d.      Trey McKnight reported that he attended the Shelby County PILOT Ad Hoc Committee community meeting on October 11, 2025. McKnight reported that there were not many people in attendance, but those that did attend were very attentive, listened, and asked questions. McKnight stated that he was the only attendee in terms of economic incentive organizations, and he participated with Commissioner Henri Brooks, her staff, and citizens of the community and answered questions, and participated in the various breakout sessions at the workshop and all went well and he left there in a positive way. McKnight stated he has not received any negative feedback from Commissioner Brooks, but he has been there every step of the way and answered questions.

e.       McKnight reported that Mayor Young’s bi-weekly meeting, which includes representation from this Board, EDGE, Downtown Memphis Commission (DMC), and all other Executive Directors meeting with John Zeanah and Mayor Young have gone very well. McKnight stated that all the economic incentive organizations have been collaborating and engaged in the discussions. McKnight stated that in the last meeting something came up that he hopes to speak with Henderson about regarding the Board opening up its purse strings to partner with MHA to do some Christmas baskets this year for some of the PILOT recipient buildings, and he hopes to be able to do that.

f.        McKnight reported that he has recently had lunch with MICAH representatives, and that is hopefully why they are not here anymore but reported he has had lunch with MICAH representatives a couple of times now and answered all their questions. McKnight stated that he does not anticipate any more questions or calls to Board members from MICAH representatives, but if Board members do, they can send those representatives his way. With regards to that, McKnight stated that he would have answers to Memphis Towers elevators not working, hopefully by the next meeting.

 

There were no questions or comments.

 

Operations Report

Stephanie Bryant presented the Operations Report as follows:

a. Review of Compliance Oversight for November 2025

Bryant began by reminding the Board of the four (4) levels of additional compliance oversight that were put into place by staff in 2024 and this report will review movement of certain properties within these four (4) levels: (i) Under Observation, (ii) Compliance Concerns, (iii) Non-Compliance, (iv) Legal Default. Bryant reported as follows:

 

November 2025 Compliance Review for December 3, 2025 Board Meeting

Bryant advised the Board that this report for today’s Board meeting includes each property that is included under each additional compliance oversight status level with additional detail in comparison to regular monthly reports to close out the Board’s last meeting of the year 2025 with a comprehensive overview of PILOT properties under additional compliance oversight.  

1.       Under Observation:

a.                   No PILOT properties were placed in Under Observation status during November 2025

b.                   The following PILOT properties are currently in Under Observation status:

1.            Cedar Run: PROGRESS-89% Occupancy Rate; Some minor exterior items remain outstanding, but consistent progress has been observed.

2.            Grainge Hill: PROGRESS- 89% Occupancy Rate; Some minor exterior items remain outstanding, but consistent progress has been observed.

3.            Luxe at Raleigh: STATUS QUO-94% Occupancy Rate; A walkthrough was performed on October 27, 2025, with management; Property has submitted a timeline for remedies and staff will continue to review and observe conditions monthly

4.            Macon Manor: RECENTLY ADDED- 77% Occupancy Rate; Property conditions are in compliance.

5.            Emberly Apartments (formerly New Horizon): PROGESS Property is under construction; 53% Occupancy Rate; Property is Under Observation as a condition of the PILOT approval in April 2025; Property will remain Under Observation until construction is completed; Property consistently shows great progress with construction/renovations, and consistent increases in occupancy

6.            River City Townhomes: DECLINE-77% Occupancy; Property is also experiencing a decline in property conditions

7.            Timber Pines: PROGRESS-80% Occupancy Rate; Some minor exterior items remain outstanding, but consistent progress has been observed.

 

2.       Compliance Concerns:

a.                   No PILOT properties were placed in Compliance Concerns during November 2025

b.                   The following PILOT properties are currently in Compliance Concerns status:

1.            Mill Creek: STATUS QUO- Q2 AND Q3 Occupancy Reports have not been submitted; Last reported occupancy is Q1- 84% Occupancy Rate; HEHFB Staff held a Virtual Conference with ownership and management on November 11, 2025 to discuss the repairs that are behind schedule; Staff will continue to review and observe conditions monthly

 

Cliff Henderson asked for confirmation that the Quarter 2 and Quarter 3 occupancy reports have not been submitted for Mill Creek Apartments, to which Bryant confirmed. Henderson stated this seems like staff should be considered moving this project to Non-Compliance. Bryant stated that staff will be evaluating this during December, and this is only an overview of where things were for the month of November 2025. Henderson stated he would like staff to accelerate this.

 

2.            University Place II & III: PROGRESS- University Place II-86% Occupancy Rate, University Place III-90% Occupancy Rate; Cure plan was submitted timely on October 6, 2025, and staff will continue to review and observe conditions.

Bryant stated that ownership has indicated that they will be applying for a new PILOT for University II & III, in which the properties will be combined into one project and be recapitalized and rehabilitated, along with the same recapitalization and rehab planned for University Senior in 2026. These projects are anticipated to receive MHA endorsements.

 

3.            Villages at Harrisson Creek: STATUS QUO- 73% Occupancy Rate; HEHFB Staff held a Virtual Conference with ownership and management on November 19, 2025, to discuss occupancy and construction completion; Staff will continue to review and observe conditions monthly

 

 

3.       Notice of Non-Compliance:

a.                   One (1) PILOT property was placed in Non-Compliance status during November 2025:

1.            Residences at Lakeview: DECLINE- 66% Occupancy Rate; Walkthrough was performed on October 29, 2025, with Cure Plan submissions due no later than November 4, 2025. No Cure plan was submitted. Property is being referred to Non-Compliance status.

b.                   Five (5) PILOT properties were issued a Notice of Non-Compliance during November 2025:

1.            Feels Like Home Senior Living Residences: DECLINE- No Quarterly Occupancy Reports have been submitted for 2025, Occupancy Rate is unknown; Lack of progress with property rebuild following December 29, 2022 Fire to property; Walkthrough performed on September 17, 2025 and no cure plan was submitted by October 5, 2025; Notice of Non-Compliance was issued on November 12, 2025.

Cliff Henderson asked if there are any tenants that are living on the property, to which Bryant responded that approximately twenty tenants live on property.

 

2.            All four (4) PILOT properties in Shemano’s portfolio have been issued a Notice of Non-Compliance during November 2025: declining property conditions and no progress shown following ongoing progress reports of concerns shared with ownership and current management. Staff received a cure plan on August 27, 2025 and following the initial sixty (60) days for the PILOT Lessee to progress through Phase one of the cure, there has been no progress observed and property conditions continue to decline; All Notices of Non-Compliance were issued on November 12, 2025 for the following properties:

A.      Abington Apartments: DECLINE-73% Occupancy Rate

B.      Country View Apartments: DECLINE-83% Occupancy Rate

C.      Jamesbridge Apartments: DECLINE- 74% Occupancy Rate

D.      Lakes at Epping Way: DECLINE-93% Occupancy Rate

*NOTE: No Quarter 3 Occupancy Reports have been submitted for Q3 2025, all Occupancy Rates referenced at from Q2 2025

 

4.       Legal Default:

a.  No PILOT properties were placed in Legal Default during November 2025

b.  The Following PILOT properties are currently in “Legal Default” status:

1.  Bridgeport Manor: Notice of Legal Default issued 04.17.2025; 61% Occupancy Rate; Property is due to appear before the Board at the February 4, 2025 Board meeting, which has been voted as the final deadline for the pending PILOT Refinancing to close; if PILOT Refinancing has not closed, Board will have the option to terminate the PILOT; Property remains incomplete.

2.  Coronado Manor: Notice of Legal Default issued 04.21.2025; 76% Occupancy Rate; Property is due to appear before the Board at the February 4, 2025 Board meeting and has been assessed an interim $1,000 PILOT Compliance Deficiency Fee, with a supplemental PILOT Compliance Deficiency Fee to be considered at the February 4, 2025 Board meeting; Property remains incomplete.

3.  Sterling Townhomes: Notice of Legal Default issued 10.23.2025; PILOT Term began on February 28, 2025, and expired February 27, 2045; Property sustained two (2) fires in May 2025 and June 2025, causing substantial damage to the property, Insurance claim has been denied, and ownership is working on an E&O claim against the agent that wrote the initial policy, but there is no resolution up to this point. No written response to the Notice of Legal Default has been submitted by the PILOT Lessee as of November 24, 2025.

4.  Sunrise Villas: Notice of Legal Default issued 05.14.2025; Occupancy Rate Unknown; PILOT was foreclosed on by lender (Fannie Mae) June 27, 2025; Fannie Mae is in the process of determining how to proceed.

 

b. HEHFB Suite 1120 Preliminary Floor Plan Update

Bryant stated that she has been working with Henry Turley Company representatives concerning the proposed renovation to the Board’s office suite. Bryant stated that Henry Turley Company has selected A&R Construction as the contractor for the construction piece of the proposed renovation. Bryant stated she has completed her review and final furniture and finish selections have been made, and she has received all preliminary cost estimates for the construction from A&R Construction, and furniture proposals from the design team at The Crump Firm. Bryant stated that she has reviewed all submitted proposals and reviewed the information with the Finance Committee. Bryant reviewed the construction and furniture renderings with the Board and stated that this project is anticipated to take 6-8 weeks to complete. Bryant stated that she has hopes for the project being completed by the February 4, 2026 Board meeting, but if there are any delays, she will have additional meeting options lined up if the Board must host an off-site Board meeting on February 4, 2026. Chairman Reid asked what the approximate Total Project Cost is anticipated to be. Bryant stated that Total Project Costs, including furniture and all new finishes, is approximately $250,000. Cliff Henderson asked for confirmation that the Board will be paying this out right. Bryant confirmed, stating that the current lease and rental rate will not change, and she has received that commitment in writing. Henderson asked if any pre-construction expenses have been paid thus far. Bryant stated no, but that she has committed to Henry Turley that the Board would pay construction invoices during the construction process, rather than one lump sum at the completion, and furniture costs will be paid upon delivery and installation. Bryant stated that there may be some small costs in 2025 expenses, but she anticipates the majority of the total project cost will be 2026 expenses. Henderson asked if Bryant would be sure to coordinate these expenses and assist in year-end financial preparations, as per normal course. Bryant confirmed she would. Chairman Reid thanked Bryant for her work on this project. There were no other questions or comments.

Finance Committee Report  

Cliff Henderson presented the financial results for the month ended October 31, 2025.  After discussion,   

Howard Eddings, Jr. moved for acceptance of the Finance Committee Report for the month ended October 31, 2025, properly seconded by Vincent Sawyer, and the motion passed unanimously after a proper roll call vote of the Board members.

 

Strategic Planning Committee Update

Cliff Henderson began by stating that since the Board’s November 5, 2025 Board meeting, there has been more activity focused on mStreet and the Post Road Foundation. Henderson stated that Mike Humes has also moved forward in looking at potential nonprofit partners and he will highlight those and what he has been doing over the last month, but Henderson would like to focus on the Board’s February 4, 2026 Board meeting, stating that that meeting will be a big meeting because this Strategic Planning Committee has agreed to come back before the Board and set up an agenda for the Board of recommendations on how it may consider to move forward considering all the information that is being gathered. Henderson stated that the Board has been advised that since September, this Committee has only been fact finding and gathering information and data, and there is a lot to understand about what is happening on the ground with the fiber rollout and all the different entities involved. Henderson stated he believes the Committee has done a good job and achieved the objective of connecting and understanding what is happening on the ground. Henderson stated that what he believes is next for the Board is thinking about laying things out and broadly understanding what is going on with the fiber rollout, which the Committee has agreed is being viewed as infrastructure, and think about subscriptions, devices and content and actually helping people leverage and understand.

Henderson stated that from a health, safety, and education perspective, how does the Board use the fiber and those devices and everything together to deliver them, and the Committee wants to come back to the Board with a recommendation and how the Board approaches this. Henderson stated that the Committee has discussed that this may require additional off-site Board meetings to focus on this discussion. Henderson stated that the Board may talk about how Tenant Benefits are structured, because as the Board heard with other applications today, Wi-Fi and internet service is being viewed as a utility, and the Board needs to think about how this translates to Tenant Benefits as we go forward. Henderson stated that what McKnight is doing with the Board’s website will be critical, and he would like to bring all of these things together so the Board can digest it and decide where the Board goes. Henderson stated that there have been no decisions made on behalf of the Board, and everything has stayed to the objective of fact finding. Henderson stated that as the Committee comes back at the February 4, 2026 Board meeting, the Committee will lay out that path to the Board and be able to have the Board provide direction.

Buckner Wellford stated that the security component of what the Committee has been talking about, and with talking about helping digital equity and literacy, but also tying in some security aspect to that. Wellford stated that the Committee has been stymied a little bit due to some resignations with the Memphis Police Department (MPD), and the Committee is having some difficulty getting the right person within the MPD who can give the Committee the up-to-date data that it needs on camera deployment for some of the areas where the Board’s PILOT properties are located. Wellford stated that the Committee is still looking at that, but it does not have as much information on that right now.

Mike Humes stated that he and the Committee have spent a lot of time focusing on mStreet, Post Road Foundation, and stated that he has put together a revised Google Earth map with approximately fifty (50) new Right of Entry Agreements, and then mapping those against HEHFB PILOT properties. Humes stated that he does have a copy of the Right of Entry Agreement so that the Committee can understand what the terms are that mStreet and the property owners are agreeing to. Humes stated that Alco Management seems to be leading the field with five (5) Right of Entry Agreements in place, but they will likely pencil out a few more to get to to a total of eleven (11), but Alco’s model is to cover the cost of $25 per month with mStreet and Ting, and Alco will include this in the rental rate, and not have it incremental to the resident.

On another front, Humes stated that The Works, Inc. is building two (2) PILOT properties in which fiber has been run at both, Northside Square and Peach Tree Senior, and this has been done through mStreet, Ting, and Protech, so this is not an add on. Humes stated as information for the Board that Comcast in Memphis does not offer fiber. Humes stated that an earlier applicant stated that it has a ten (10) year agreement with Comcast to run fiber, but Comcast in Memphis offers coax, and only AT&T and Ting offer fiber to the home. Humes stated that Comcast has a commercial fiber opportunity for projects such as universities, hospitals, or major employers.  Humes stated that as the Board has reviewed different applications, many of them include security measures that include cameras, and other tenant benefits, but on the financial and digital literacy side, there is a lot of partners that would be on board, including Junior Achievement, who has a financial literacy program that they will deliver to every resident that is identified.

Henderson asked about progress with MPD Chief Davis, and Humes stated that he has heard back will be getting on her agenda. Humes referenced Wellford’s earlier comments, stating that the Head of Safety retired and the Head of Data retired, so Chief Davis is finding new people for those positions. Humes stated that Eric Keane, Chief information Officer [Head of IT] for the City of Memphis is intimately involved with all the smart A.I. camera installations, and Humes has met with Keane, Jason Mulligan of Post Road Foundation, and Protech representatives on December 2, 2025, and all of this information is now being integrated so that the Committee will get all of this data. Humes stated the Committee will also receive data from MLGW on residents’ energy consumption and energy efficiency on all PILOT properties and understand high levels of delinquency and utility bills.

Wellford circled back to comments regarding an applicant contracting with Comcast to provide internet availability at a below market rate and stated it makes him wonder whether that is being driven in part by Comcast’s concern over the City-funded and subsidized Meridiam, Protech, and Ting high-speed fiber installation. Wellford stated he is not sure that the one-off deals of this kind are a good idea because what kind of deal are they really getting and how much of a tenant benefit is it really when compared to the savings that may be coming over the next few years. Wellford stated that this is just another indication that the Board has a lot to talk about when the time comes, and one of the things that will need to be discussed and the Board will need to be careful of is not giving a competitive advantage to some of these properties that are subsidized compared to some other properties that may be doing some things on their own.

Humes stated that Comcast has an 89% market share with coax to all, so there is a lot of opportunity for someone to grab market share. Charles Carpenter asked whether these applicants even know about this opportunity and how the Board could share that information. Henderson stated that there are some things that the Board will need to confirm with mStreet about Ting, as there may be some challenges there, and he would like to confirm that Ting is in good standing. Howard Eddings, Jr. stated that Ting is on the ground, and he has seen flyers in Orange Mound. Henderson clarified that he is referring to the financial standing of the company, as this is a publicly traded company with its financials available. Henderson stated that Humes has been in contact with mStreet, but he would like to set up a meeting with Charles Elliott of mStreet to see where things are in relation to Ting. Vincent Sawyer asked if there is a back-up Internet Service Provider (ISP), to which Henderson stated he feels sure that it is being discussed. Wellford stated that in the Ordinance and the funding mechanism, up to two (2) ISPs can be designated, and Ting is the only designated ISP thus far.

Carpenter stated that based on the proprietary information that the Committee has, would it be appropriate to go to this recent PILOT applicant that the Board just approved before they go into a ten (10) year commitment. Henderson stated that Carpenter makes a good point, and they could, and one of the things he would like to talk about strategically as the Board goes forward relative to tenant benefits, is that this touches on security. Henderson asked if the Board would want to consider certain requirements as it gets more information or data, for example, if the crime rate is at a certain amount in a specified area, would the Board require certain tiers of security that it could implement. Henderson stated that in this case the transition period is what the Board would do in the meantime. Henderson stated that he believes that the Board should probably communicate to let applicants know that the Board is working on some of these things. Wellford stated that the applicant stated they already had a ten (10) year contract, but he wonders if Humes should be engaging with some of these PILOT applicants and asking if they are thinking about implementing something like this. Henderson stated that everything that comes into play here will be with the rollout schedule and the timing of this, because this is a four (4) year rollout. But Henderson stated from an awareness perspective, the Board should make people aware that one of the Board’s big initiatives is around this with fiber, and there is a transition period.

Monice Hagler asked if there is a rollout schedule. Henderson stated that there is a plan, but the plan is subject to change. Welford stated that it is supposed to be based on the huts, which are the data centers for the fiber, and the total number planned versus what has been put in place now. Wellford stated that a lot depends on the progress of construction of those huts. Humes advised the Board to look at the interactive map Stephanie Bryant shared with the Board following the November 5, 2025 Board meeting. Humes states he is happy to give instructions on how to use it, but it has an overlay of all active HEHFB PILOT properties, and which hut it fits in, but the only data he does not have yet is the build timeline from Congruence, who is building the huts. To make it simple, Humes stated that there is a Smart Fiber ring all the way around Memphis, and it is only in the City of Memphis, not the surrounding areas of Shelby County, and that feeds into these eleven (11) huts that are being built, and those huts will deliver fiber to the City, and that is what mStreet is building. Ting’s role as the ISP is to go from street to home and take it into the residential unit, in this case multifamily or single-family homes. Humes stated that only other offerings of high-speed fiber in Memphis are AT&T, and it is not in very many spots, and that is why Comcast has an 89% market share. Humes stated that AT&T is trying to go after this, but it is a capital-intensive build, and mStreet’s capital plan is $850 million to build this fiber network, and this is a significant investment that the City of Memphis does not have to make, and they are on a 20-30 year payback as the ISP business gets deployed to the consumers.

Howard Eddings, Jr. left the meeting.

Bryant stated that she has recently had a PILOT Application submittal call where the applicant has mentioned that they have had direct communication with Jason Mulligan of Post Road Foundation, and the PILOT applicant is looking to install fiber for its residents. Bryant asked if the Post Road Foundation has a schedule or route that they are working on reaching out directly to property owners because the applicant had indicated that they were contacted directly. Humes stated no, and that he is working to extract from mStreet and the parent company, in cooperation with MLGW, because they must go through the City permitting process through City Engineering and through MLGW’s permitting and engineering and submit these building plans to both entities and there is a gap there. Wellford stated that mStreet has been negotiating these Right of Entry agreements with properties like Alco properties, which enables all this other stuff to happen, and they are trying to find out what is in those. Bryant stated that she has been included in some correspondence with Alco representatives that includes some type of agreement that she would share with the Committee. Trey McKnight stated to Humes that if he needs any assistance connecting with MPD Chief Davis, to let him know. Humes thanked McKnight for the offer but stated he is good on that front.

After additional discussion, Carpenter asked if the Committee intends to set up a special meeting just to focus on this in February, or if the Committee intends to include their update in the regular Board meeting. Henderson stated that he envisions getting to the February 4, 2026 Board meeting so that there is time to get alignment within the Committee with the approach, and the Committee will come into the February 4, 2026 Board meeting with a recommendation of having some off-site session. After discussion, Humes stated that a lot of things are in motion, but there are some data gaps that the Committee needs to fill to really put a plan in place, but every entity he has been in contact with has said to count them in, and none of these people or groups are joining or want to be a part of this are expecting compensation in any way, shape, or form. Humes stated that it is a matter of them doing what they do but doing it specifically with the HEHFB PILOT properties.

Corbin Carpenter stated that the last item he would like to ask the Board’s consideration is for the 2nd Annual PILOT Lessee Training Workshop, and this would be something to incorporate into that if there were a presentation the Committee would like to give. Corbin Carpenter stated that this is an event that has been discussed to be held in March 2026 or April 2026, but staff and legal counsel will need to consult with Chairman Reid. Humes stated that the Committee could have a very comprehensive discussion, and that could be a great rollout for this. Charles Carpenter stated that it was interesting when the Board was asking David Shores and Alex Shores about the Comcast commitment; they were both insistent that it was fiber that was being installed as part of their agreement. Wellford stated that he does not believe that the applicant was trying to say something that was not true. Henderson stated he believes they were meaning to say high-speed internet, and while coax cable offers high-speed internet service, fiber is a thin line that is expensive to lay, which is why AT&T has only offered fiber is select areas. Humes stated that also the fiber speed that AT&T is offering is approximately half the speed of what Ting is offering. Humes stated that he has AT&T fiber service at his home, which promises 1 gigabyte speeds for upload and download, but it is never above 500 megabytes, and that is the differentiator. Humes stated that what Ting is offering is a real fiber network. Humes stated that Chattanooga, TN began deploying a fiber network about 20 years ago, and there is a whole study around the economic impact, the number of companies, and the number of jobs in the area that can be attributed to having a fiber network across the City was approximately 25,000  jobs. Humes stated that the fiber network is owned and operated by the utility company. Trey McKnight stated that is why they call themselves “Gig City”. Humes agreed but stated that they did this almost 20 years ago. Humes went on to talk about the origins of what brought mStreet to Memphis and stated that this is with a relatively small investment of $23 million from the City of Memphis, with an $850 million capital investment in the City by Meridiam. Humes stated that during the Biden Administration, when the administration said it was going to deploy high-speed fiber around the country, once time got two months into that session, it was determined by the federal government that that would be for rural governments and not for municipalities, which prompted Doug McGowen and others to search for options, which is what brought Meridiam and mStreet to Memphis.

There were no further questions or comments.

New Business

There was no new business.

Chairman Reid stated that the next regular meeting of the Board is scheduled for Wednesday, February 4, 2026 @ Noon. There being no further business, the meeting was adjourned by the Chairman at 2:23 p.m.