MINUTES OF REGULAR MEETING OF
THE HEALTH, EDUCATIONAL AND HOUSING FACILITY BOARD
OF THE CITY OF MEMPHIS, TENNESSEE
Wednesday, September 13, 2023
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, September 6, 2023, and posted on the Board’s website at: www.memphishehf.com. The published meeting time was 12:00 Noon. The meeting was held in the conference room in the offices of the Board, located at 65 Union Avenue, Suite 1120, Memphis, TN 38103.
The following Directors were present:
Daniel T. Reid, Chairman Monice Hagler, Secretary (Zoom)
Buckner Wellford (Zoom) James Jalenak (Zoom)
Cliff Henderson Katie Shotts (Zoom)
Staff and others attending: Stephanie Bryant, Bryce Miller and JP Townsend; Charles E. Carpenter and Corbin I. Carpenter, General Counsel; Lavanda Mayfield (Zoom), legal assistant to General Counsel; Cheryl Hearn, Deputy City Attorney.
Also participating in person and/or via remote Zoom virtual platform were Chris Hearn and Curtis Carpenter with Banks, Finley, White and Company; John Snow, a resident of Memphis Towers; Andrea Smith, a resident of Memphis Towers; Alex Ulhmann and Caroline Francisco of the Memphis Tenants Union; Claudine Gearring, Alan Weckerly, Tom Mignogna, Angelica Sinito, and Renee Weiss of Millennia Housing Development, Ltd representing Memphis Towers and The Memphian (f/k/a Serenity Towers); Dexter Washington, Deborah Payne, and Luretha Phillips of Memphis Housing Authority (MHA) representing Edgeview at Legends Park; Thomas Robinson of Alco Management representing Greenbriar Apartments; Mark Jobe of Glankler Brown, PLLC representing The Lakes at Ridgeway, The Reserve at Mount Moriah, and Stonegate Apartments; Phil Balderston, Brett Goldenhorn, Tameca Parker, Stephanie Reed, and Pauline Olden of Odin Properties and David Upton representing Creekside Meadows (f/k/a Bent Tree) and Mill Creek Apartments; Frank Stockdale Carney and Elizabeth Friary of Evans Petree, PC and Matty Wercberger and Tabetha Thomas of Garden Villas Management representing Sunrise Villas Apartments; Brandt Blanken, Rose Eaton, and Justin Moore of Fallbrook Financial Services representing Winchester Grove Apartments; Lisa Dandridge and Zaneta Lowe of WREG News Channel 3; Cierra Jordan of Fox 13 News Channel; 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, September 13, 2023 @ 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.
Approval of Minutes
Cliff Henderson moved for approval of the Minutes of the August 2, 2023 Regular Meeting, which was seconded by James Jalenak and the motion passed unanimously after proper roll call vote of the Board members.
Monice Hagler moved for approval of the Minutes of the August 22, 2023 Special Meeting, which was seconded by Cliff Henderson and the motion passed unanimously after proper roll call vote of the Board members.
Review of Audit for FYE December 31, 2022
Chris Hearn and Curtis Carpenter of Banks, Finley, White & Co., CPAs, independent auditors for the corporation were introduced. Thereupon, the annual audit report for period ending December 31, 2022 was provided to the Board. Chris Hearn and Curtis Carpenter presented the audit and the management report to the Board and confirmed that the auditing firm had issued a clean opinion with no findings, being the highest assurance that could be granted by the auditors. After the presentation and a brief question and answer session ensued, thereupon,
Cliff Henderson moved to approve acceptance of the INDEPENDENT FINANCIAL AUDIT OF THE BOARD FOR PERIOD ENDING DECEMBER 31, 2022. Katie Shotts seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Finance Committee Report
Cliff Henderson presented the financial results for the month ended July 31, 2023. Buckner Wellford asked Charles Carpenter if he would explain the increase in legal fees reflected in the financials. Wellford stated that he knows the Board’s legal counsel has been very busy, he just does not know the details. Carpenter responded that it has been due to additional time extended on various corporate activities and PILOT projects, other work in the development and revisions to a matrix for determining compliance with tenant benefits, updating policies and procedures for the PILOT program and the related corporate matters. Wellford asked if there will be something presented to the Board in the upcoming months on those subjects. Carpenter stated that most items have already been presented to the Board and have been discussed over the last few months, specifically with the Board’s special meeting held on August 22, 2023. Carpenter concluded by stating the above response is indicative of the work that Carpenter’s firm has been doing with Board staff to refine certain components of the PILOT Program, which will be continuing going forward until completion. Wellford thanked Carpenter. After discussion,
James Jalenak moved for acceptance of the Finance Committee Report for the month ended July 31, 2023, properly seconded by Buckner Wellford, and the motion passed unanimously after a proper roll call vote of the Board members.
Attorney’s Report
Charles Carpenter presented the legal report, as follows:
1. Carpenter reminded the Board that under the statutory authority, the Board has no liability or recourse and is serving its public function as the administrator of the PILOT Programs. Further, Carpenter reminded the Board that the deed to the PILOT properties is transferred to the name of the HEHFB and then the properties are taken off the property tax rolls, and the beneficial owner of the property enters into a PILOT Agreement and makes payments in lieu of taxes under the PILOT Agreement to the city and county taxing authorities. As the properties are deeded in the name of the HEHFB, each time a claim, lawsuit or lien is filed the HEHFB is served and/or provided notice. As such, Carpenter reported that there are four (4) PILOT Property claims that have been received since the last Board meeting:
a. Sherwin Williams vs. Cedar Run Apartments; being a Notice of Non-Payment and lien in the amount of $51,000.
b. Sequel Electrical Supply Company vs. Tillman Cove Apartments; being a claim of $253,000.
c. Mario Estrada vs. Hillcrest Apartments; being a demand for payment of $8,200.
d. HD Supply Facilities Maintenance, LTD vs. Cavalier Court Apartments; being a Notice of Non-Payment in the amount of $14,300.
Carpenter advised the Board that his firm will monitor these claims and work cooperatively with PILOT Lessees to make sure these claims are managed and/or resolved on a timely basis. Carpenter reported there is also one (1) complaint for discrimination that was filed against Feels Like Home Senior Living Residences. Carpenter reminded the Board that Feels Like Home Senior Living Residences recently sustained a major fire at the property. Carpenter summarized the allegations and stated that this claim has come from an entity located in Jackson, TN that used a tester to contact Feels Like Home. The representative of Feels Like Home advised the tester about the fire and responded to the tester who was inquiring about whether there was some availability for a two-bedroom unit. Feels Like Home advised that they did not have a two-bedroom unit, but they had a one-bedroom unit. The tester asked if they allowed service animals, to which Feels Like Home advised that it did allow service animals, but they would have to be less than twenty (20) pounds. As a result, this entity has filed a discrimination claim against Feels Like Home. Carpenter will continue to monitor all reported matters and keep the Board advised.
2. Carpenter reported on activities from the Board’s August 2, 2023 Board Meeting concerning Serenity Towers. Carpenter reminded that Board that state representative from the General Assembly, Representative G.A. Hardaway, as well as the Chief Operating Officer with the Shelby County Assessor’s office, Javier Bailey, had asked the Board to defer any action and moving forward with Serenity Towers consideration until they were able to go and complete a review of the matter. Carpenter stated that the review had been completed and the Board did receive a letter from the Shelby County Assessor’s Office, and it has withdrawn any request to defer any consideration of Serenity Towers based on its review. Carpenter stated that the review concluded that there were issues at the property but advised that the immediate health and safety issues had been addressed and that it no longer wanted to defer or delay any consideration of Serenity Towers from the Board’s normal course of business. Carpenter stated that this is something his firm wanted to state for the record so that the public would know the position of not only the Shelby County Assessor’s office, but also of Representative G.A. Hardaway’s office.
3. Carpenter turned the meeting over to Corbin Carpenter to advise the Board about activities of PILOT Lessees pending in the Environmental Court. Corbin Carpenter stated that his firm has undertaken a stronger communication and responsibility with going to Environmental Court to track and monitor these ongoing cases in connection with the Board’s current PILOT properties. Corbin Carpenter stated that the Board currently has fourteen (14) PILOT properties in the Environmental Court. Corbin Carpenter stated that most of the pending matters involve various environmental issues, public nuances that were reported, code enforcement violations, failure to pull permits for construction, etc. Corbin Carpenter stated that his firm is monitoring these claims which are heard in Environmental Court on average of twice a month. Corbin Carpenter stated that his firm has very good communication with Code Enforcement and with the specific officers overseeing the properties, along with Judge Patrick Dandridge and the whole Environmental Court staff. Corbin Carpenter advised that his firm has increased communications with the City Attorney’s office, the Shelby County District Attorney’s office, as well as the Neighborhood Preservation Clinic for the Memphis Law School. Corbin Carpenter stated that in continuing communication with all these working entities to get on the same page, as we all have the same end goal in mind, which is the tenants having a habitable property that they can reside with a positive daily environment. Corbin Carpenter stated that all these entities have the same end goal in mind, but each have different ways of getting to that goal. Increased communication provides better understanding of how the Board does things, and vice versa, so that we can effectively streamline communications and actions and connections.
Corbin Carpenter stated that the most recent cases in Environmental Court were with Millennia Housing, which included Cavalier Courts, Gospel Gardens, and Hope Heights. Corbin Carpenter stated that reports also included Serenity Towers, which the Board has no official authority over as of now but is on the Board’s agenda today. Corbin Carpenter stated that the Environmental Court has continued all court proceedings to a later date for these properties to continue to provide updates on the current progress of addressing these issues, e.g. elevators not working, and with the air conditioning not working in certain units. Corbin Carpenter stated that he would be back in court in two (2) weeks to get updates from the Millennia Property Management team and the Environmental Court and Code Enforcement.
Corbin Carpenter stated that his firm has also been monitoring the litigation claims for the Board’s PILOT properties as a whole, as mentioned by Charles Carpenter. Corbin Carpenter stated that claims include civil claims, criminal claims, federal claims, and claims. Corbin Carpenter stated that his firm has been doing a more robust job of monitoring those as far as the Chancery Court, Circuit Court, and General Sessions. As these things continue to develop, his firm will continue to keep the Board apprised at all times and keep those lines of communication clear and transparent. Corbin Carpenter turned the meeting over to Charles Carpenter for further comment on the legal report.
4. Carpenter reported that in connection with his firm’s communication with Tennessee Housing Development Agency (THDA), there are two (2) properties on the Board’s agenda today seeking a final bond resolutions, Greenbriar Apartments and Edgeview at Legends Park. These two projects will be discussed further during action items. Carpenter reported that The Memphian (f/k/a Serenity Towers has been conditionally approved by THDA, and the project is on the Board’s agenda today for a six (6) month extension, and well as a first closing extension for the PILOT. These agenda items will also be discussed further during action items.
5. Finally, THDA has advised that there will be a Round Two for consideration of volume cap for the Low Income Housing Tax Credit (LIHTC) program. Carpenter stated that THDA is currently accepting applications and awardees would be announced sometime by the middle of October 2023. There being no further questions or comments, the Legal Report was concluded.
Public Comment
Chairman Daniel Reid opened the meeting up for public comment and advised that all comments should be limited to about two (2) minutes.
1. John Snow introduced himself as a resident of Memphis Towers. He stated he is complaining about security, the front doors being open, and anybody can walk in at any given time. Snow stated that the pull cords are not working because residents cannot get first responders or the people in the office. Snow stated that tenants were not given key cards because the office is not cooperating with the tenants. Snow stated that tenants are also complaining because they cannot smoke on the side of the building.
2. Andrea Smith introduced herself as a resident of Memphis Towers. Smith stated that she is here today because of security issues. Smith stated that she has mold in her new apartment and has reported it to the office staff and Code Enforcement since June 2023. Smith stated that the front door is broken and that anyone can walk in or out. Smith stated that the guard does not ask anyone any questions, who they are visiting, to sign in or anything, and there is no checking on anyone. Smith stated that mold is everywhere, and residents want something done about it because it is a health concern. Smith stated that she suffers from bronchitis, and she must sleep and breathe it all the time. Smith stated that she does not know any of the office staff on-site because they have not introduced themselves to her at all. Smith stated that no one walks around and checks on her at all. Smith stated that the Board does not need to give Millennia any money because they need to do their job.
Chairman Dan Reid advised that the Board is not giving Millennia money.
3. Alex Ulhmann introduced himself as an organizer that works for the Memphis Tenants Union. Ulhmann stated that he was present at the Board’s August 2, 2023 Board meeting and talked about the harassment he experienced at the hands of security. Ulhmann referenced a power point presentation given by Millennia representatives at the August 2, 2023 Board meeting that cited trespasser that was apprehended and cited by Memphis Police Department. Ulhmann stated that he wanted to provide the Board with a copy of the letter the Memphis Tenants Union got from the District Attorney’s office that said that this citation was not in order. Ulhmann also stated that he has copies of the dismissal letter that he received. Ulhmann stated that just as the Board is receiving information from Millennia on their property and what is going on and their updates, that he would take that with a very big grain of salt because they have a history of lying. Ulhmann stated that by this incident, as well as recently there was a civil action lawsuit from residents in Little Rock where there was a gas explosion that killed three (3) people. Ulhmann stated that residents had complained about gas for months and eventually residents were told there was no issue, but folks died because of that. Ulhmann stated that it is a very similar situation where they are asking here for very basic things in terms of security for people to be safe in their own home and they are not doing it. To conclude, Ulhmann stated that what he is asking for if for the Board to hold Millennia responsible and maybe the Board is not giving them money, but it is giving them tax breaks and we need to withhold those tax breaks until they prove and he has verification that they do what they say they are going to do and keep residents safe.
Chairman Dan Reid thanked everyone for their public comments and expressed his appreciation for everyone being here to voice their concerns. There were no further questions or comments.
Action Items-
1. Status Update for Millennia Housing (d/b/a Memphis Towers)
Charles Carpenter introduced this agenda item, stating that this matter was deferred from the August 2, 2023 Board Meeting for representatives to give an update. Carpenter invited representatives in attendance in person, Alan Weckerly and Claudine Gearing, to have a seat at the Board table. Carpenter stated that the Board looks at a developer and its portfolio as a whole, and that the properties in the existing portfolio must be in good standing for the Board to consider incentives for any projects of the developer. In this case, Serenity Towers is a property that has applied for a bond and for PILOT consideration, that is being delayed because Memphis Towers has been placed on the Board’s watchlist due to being cited for having certain deficiencies and a lack of compliance. Carpenter stated that the Board would like to hear what the plan is and the status of the property prior to considering the request to extend for a six (6) month period, the bond inducement as well as the PILOT for Serenity Towers. Carpenter stated that the Board’s internal and external monitors have reported to the Board at the August 2, 2023 Board meeting, and the Board would like to hear from Millennia representatives as to what the current status is at Memphis Towers.
Alan Weckerly began by stating that Renee Weiss and Tom Mignogna were present in person at the Board’s August 2, 2023 Board meeting but are present via the Zoom platform today and he would like for them to begin with their comments. Chairman Reid stated that the Board has stated to all representatives that to make comments to the Board, representatives must be in attendance in person. Weckerly stated that as he is unaware of what the agenda was from the Board’s last meeting, but he would provide what he knows concerning the project. Weckerly stated that Memphis Tower is in the final stages of the rehabilitation, with additional items that have to be added to the platform of expectations of completion of the rehabilitation. Weckerly advised that Millennia has an appointment at the end of September with the Memphis Tenants Union, and he will be in town for the remainder of the week to speak to residents, if they would like to speak to some of the items they have just brought up in today’s meeting, as he was unaware of some of these items.
Weckerly stated that Memphis Towers has an outside third-party security company that has floating hours who monitors the property during different hours throughout the course of the week. Weckerly stated that Memphis Towers has a front desk attendant who ensures when people come and go, that they sign in. Weckerly stated that Millennia is making advances in that manner, albeit Millennia needs to continue to monitor the progress that is being accomplished by having those two items in place. Weckerly reported that there is a fob system that is active, and that only a portion, approximately fifty percent (50%), of the residents has picked up fobs for the front door system.
Weckerly reported that there is one resident that is in the process of being evicted that has been doing damage to the front door and the fob system. Weckerly stated that Millennia is correcting the damage done to the fob system and the front door as quickly as they can. Because this is a new door system, and the fob system is a manner of just getting those all distributed to the residents, and Millennia is actively working with residents to get those distributed, and everything has been done on the platform of expectations from tower to tower. Weckerly stated that Tower A and Tower C have been completed, and Tower B is in process now. Weckerly stated that there are processes in place with the construction with checks and mediation for any type of organic growth or mold that may have occurred and take care of it right from the start and get it dried out.
Weckerly reported that Millennia is working with the contractor right now that has been using space in the Community Room for storage of supplies, they are enveloping that, taking it into place so that Millennia can get that space opened for residents to have a place of congregation, meeting, the ability to have a sitting place before transportation comes, etc.
Weckerly reported that the biggest obstacle with the rehabilitation has been the update to the additional necessary requirements that were put on the Fire Alarm Panel System, which has delayed the full rehab to complete that step. Weckerly stated that the nurse call stations were brand new and were all either replaced or updated since the start of the rehabilitation. Weckerly stated that Memphis Towers as a whole with project-based subsidy has two (2) service coordinators that are there and available for residents to assist in meeting their social needs and or social expectations to help maintain their independent living. Social Service Coordinators work with the residents to help make sure that they can live in place. Weckerly turned the meeting over to Claudine Gearing for any further comments she may have.
Gearing stated that seventy-right (78) fobs have been issues to residents and all residents have been notified and cards continued to be issued every day. Gearing stated that because the resident referenced mold in her new apartment, Code Enforcement did come and performed a 100%-unit inspection in July 2023. All items that Code Enforcement gave to Millennia were completed. Gearing stated that Memphis Towers is a 24-hour operation and security is in the building from 5:00 pm to 2:00 am as well as a front desk clerk from 8:00 am-5:00 pm and a night clerk from 2:00 am to 8:00 am. Gearing stated that the pull cord system is working as intended and the front desk responds to residents when cords are pulled and the front desk alerts the local Fire Department or Emergency Services, but that the front desk clerk does make contact with the resident. Gearing stated that the pull cord stations that were installed were not for the ambulatory services.
Gearing stated that in reference to comments concerning smoking on the exterior, there is no loitering in front of the building, and per the Memphis Smoking Ordinance, smokers do have to be away from the building. Smokers do have designated smoking areas with seating and ashtrays available.
Gearing stated that a resident complained that she does not know the staff. Gearing stated that she works from the corporate office but is in the building at Memphis Towers a minimum of three (3) days per week and four to five hours per day. Gearing stated that she has a staff roster, and some of the social issues that are experienced are from unauthorized residents or guests. Gearing stated that the front door is broken at this time and has been damaged three (3) times this week by a resident that is in eviction and Millennia has contacted Stanley Door, and they are the company that installed the new door system. They have been asked to come out and fix the damaged door. Gearing stated that this is an example of some of the challenges Millennia is facing. Gearing stated that unit inspections are performed quarterly, work orders are completed within 72 hours, and the construction team is on site to address any issues with construction immediately. Gearing stated that any resident that has had an issue that she has handled, the resident has her personal cell phone number and is also able to call the corporate office at any time. Gearing stated that Millennia has a great staff, but there have been some struggles and challenges.
Cliff Henderson asked in relation to security if there are cameras in the building. Gearing stated that Memphis Towers, as part of the renovation, has upgraded the camera system and ADT is in the process of engaging those camera systems. Henderson stated that it sounds like it is a combination of front door access, part time security, front desk attendants, and also cameras are basically the security that Memphis Towers has. Henderson stated that this has been an ongoing concern based on what the Board has been hearing for the last three to four months at least.
Henderson asked what percentage of the time all four security components have been operating fully over the past four months and what is the backup if something is not working. Henderson stated for example, if the front door is broken, what is done to make sure and maintain a certain level of security. Gearing stated that in March 2023, security personnel were on site from 12:00 pm to 4:00 am on some days, and that was scaled back because Millennia has added additional staff to the front desk. Gearing stated that when security is not available, the front desk staff are there, but they do have security available in the area that patrol the area and can easily be contacted. Gearing stated that Millennia’s third-party security company can also be contacted, and they will come to the property immediately, they interact with the local police and have developed a great working relationship with the Memphis Police Department. Gearing stated the cameras would be an enhancement and that Millennia has staff that is one-site that walk the building as well as a cleaner that cleans at night in addition to the front desk staff, so if there are any concerns, they are able to call the front desk and they are able to get a response. Gearing stated that the challenge has been that when the front desk clerk does go up to the stairs, that is when the young man broke the door. Gearing stated that Millennia will never be able to fix every issue, but they are identifying as many as possible, and residents do let them know and Millennia acts accordingly immediately.
Henderson stated that in looking at the example provided from last week when the tenant was evicted and damaging the door, Henderson asked Millennia representatives how they assess the risk with security in that circumstance and do they feel things are as secure as they should be with the front door being damaged. Gearing stated that she cannot say it is 100%, but it is as secure as Millennia can make it with the door damaged. Gearing stated that there is someone at the front desk 24 hours a day monitoring the entry and exit out of that front. Henderson stated that there should be a fallback plan in place when things occur, such as the front door being damaged, and would that constitute that Millennia hire more part-time security in order to do something else to supplement that gap.
Weckerly stated that until the entire camera system is completed from the rehab, he has got a referral product from the security director that can isolate cameras to the front door. Weckerly stated that the back door will eventually have a fob system on it as well, so there will be two fob areas when the grounds are done and there will be centralized wireless cameras on the front door so Millennia will have true identification going forward. Henderson stated that the Board wants to know that these things discussed are being prioritized. Henderson stated that this is one of those things from that gap in security that representatives have basically admitted to and how does Millennia rectify that to move things forward and basically address the issues that have been coming up. Henderson stated that the Board understands the construction piece and Millennia is handling that, but the day-to-day component and the Board knows there are challenges, but how do you fortify that and that is what the Board is not hearing from representatives. Weckerly stated that communication comes to mind and as Millennia continues to communicate with the resident base, the importance of fobs to get them to everybody as they should have, and as they are getting close to the end of the rehab, have regular scheduled resident meetings so that they can continue to communicate to show or to present so of the occurrences that are happening, how they can be a part of the solution.
Henderson stated that given that some of the security is part time and rotating as well, and we do not know how qualified the front desk attendants are, he must assume some things are happening during that time of night. Henderson asked if Millennia has considered adding security during that time, because in looking at this, this is a priority, this is not a benefit, this is a right that the tenants should have so how do you address this. Gearing stated that the front desk clerk from 2:00 am to 8:00 am is more than capable of security and the property is not experiencing as many issues late in the evenings. Gearing stated that normally the front door can be repaired immediately by the regional maintenance director, but this last time there was massive damage resulting in Stanley Door ordering a part, which Millennia is waiting for now to complete the repair. Gearing stated that the door is normally secured and is a sensor door to make reasonable accommodations for residents, but at night the door is locked. Henderson stated that he is challenging Millennia to fortify the security and to go back to the drawing board and really break it down and build it back up so that this can be addressed, because this should not be an ongoing issue.
Carpenter stated that it had been previously reported that construction would be completed in September 2023, but there has now been some indication that it will not be, and asked representatives when construction is anticipated to be completed. Weckerly stated that the completion date has been moved to November 2023 because there was an additional requirement of electrical additions in the last tower that is under construction now that was not part of the other two towers, which resulted in rearranging of that vendor for additional work. Weckerly stated that the common areas may go past the November 2023 completion date, but that is based on information he received from an internal meeting two (2) weeks prior.
Chairman Reid asked Bryce Miller to share his observations with the Board. Miller stated that his scope of what he can see is limited to exterior observations, but he has seen increased security and progress with construction. Miller stated that the biggest concern for him is that security is what started the issues with Memphis Towers, and it seems like that is still the issue at hand that has not been completely addressed. Miller stated that once an active security plan is put into place that will keep residents safe and secure in their place of residence, then it seems that everything else will fall into place and get to the point where everything is secure.
Carpenter stated that is does seem like the developer is moving in the right direction, though not as quickly as it should. Carpenter stated that this report does indicate that there has been some progress, and he would recommend that Millennia provide another status update on the security issue and other outstanding issues to the Board at the October 4, 2023 Board meeting. Carpenter stated that there does seem to be a plan in place that would allow consideration of action item number two and action item number three at today’s meeting. Chairman Reid reminded Millennia representatives that the update provided to the Board would be required to be made in person. Henderson stated that what he would like to see in the security framework is if there were to be a breach, what is the backup plan for that breach, and that redundancy is what he thinks will give comfort. Henderson stated that the Board hears both sides and the truth of the matter is somewhere in the middle, but this is repeatedly coming up and a plan will have to be laid out with those details that will count to give the Board confidence. There being no further questions or comments,
There was no action taken by the Board and the update was provided for informational purposes for the Board.
Members of the Memphis Tenants Union left the meeting.
Members of the media left the meeting.
Monice Hagler left the meeting.
2. 1st Bond Inducement Resolution for The Memphian TN TC, LP (f/k/a Serenity Towers)
Chairman Reid stated for the record that what the Board is doing with action item number two and action item number three is just proceeding forward in the process. Charles Carpenter stated that action items number two and three can be discussed together and voted on separately. Carpenter stated that the Board induced this application so that the parallel application with Tennessee Housing Development Agency (THDA) could proceed. THDA did approve this project with conditions and discussions continue with THDA. Carpenter stated that what is being asked of the Board today is to, since the commitment was for a six (6) month period and that six (6) month period has now expired, extend for an additional six (6) month period so that the external discussions as well as the structure for the actual delivery and selling of the bonds could be worked out. But for the implementation of the Board’s policy of having a developers’ portfolio as a whole considered, this matter would be summarily granted. Carpenter stated that now that the Board has gone through the presentation and acknowledged that there has been some improvement, a plan established, and the developer will return at the next Board meeting for report and oversight, it is his firm's recommendation that it is fair to consider whether or not enough has been done to grant a six (6) month extension, and based on his firm’s review of that matter, he believes that it has, not only for the bond inducement with THDA, but also the six (6) month extension for the first PILOT extension, which would track and close on the same schedule as the bonds. There being no further questions or comments,
Cliff Henderson moved to approve the 1st Bond Inducement Resolution for The Memphian TN TC, LP (f/k/a Serenity Towers). Buckner Wellford seconded, and the motion passed unanimously after proper roll call vote of the Board members.
3. 1st PILOT Closing Extension for The Memphian TN TC, LP (f/k/a Serenity Towers)
There were being no further questions or comments,
Cliff Henderson moved to approve the 1st PILOT Closing Extension for The Memphian TN TC, LP (f/k/a Serenity Towers). James Jalenak seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Alan Weckerly and Claudine Gearing left the meeting.
4. Final Bond Resolution for Legends Park Senior LLC (d/b/a Edgeview at Legends Park)
Dexter Washington, Luretha Phillips, and Deborah Payne entered the meeting,
Charles Carpenter introduced this agenda item stating that this is a public private partnership with Memphis Housing Authority (MHA) and Pennrose dealing with Edgeview at Legends Park Senior facility, which is located in the previous Dixie Homes project. Carpenter stated that his firm has been working with the parties who have a well-established working group of professionals. Carpenter stated that the Board not only approved the bonds, but there is an MHA PILOT that has been approved for this property as well. Carpenter reported that the developer has worked with THDA and all final approvals have been made with THDA, and the City of Memphis is also putting funds into this project as well as the Memphis Shelby County Community Redevelopment Agency. Carpenter stated that the documents are is substantially final form and would recommend approval. Carpenter stated that if the Board approves, closing is anticipated to take place prior to the end of September 2023, and turned the meeting over to Dexter Washington for any further comments. Washington thanked the Board for its commitment as his team has worked through some of the challenges over the year with the changes in environment. Washington stated that they are getting close and are very excited about this development, as there is a great need for affordable senior housing. Washington stated that this is a deeply affordable project with 25% of the units reserved for residents that are below 30% AMI, 7 units reserved for veterans that are homeless or near homelessness, and the balance of the units reserved for residents at or below 50% AMI and will be supported 100% by MHA’s project-based vouchers. Washington thanked the Board again for its patience and stated that he and his team are happy to be approaching the closing table. Carpenter stated for the record that this project will be a new construction. There being no further questions or comments,
Cliff Henderson moved to approve the Final Bond Resolution for Legends Park Senior LLC (d/b/a Edgeview at Legends Park). Katie Shotts seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Dexter Washington, Luretha Phillips, and Deborah Payne left the meeting.
5. Final Bond Resolution for APP Greenbriar Partners, L.L.L.P. (d/b/a Greenbriar Apartments)
Thomas Robinson entered the meeting.
Charles Carpenter introduced this agenda item by stating that this is an ALCO Development and they have worked with THDA and the financing working group and all bond documents are in substantially final form. Carpenter reminded the Board that it has also approved a PILOT for this project, and that ALCO Management has been one of the Board’s stellar local developers who continue to provide quality affordable housing for the Memphis community. Carpenter turned the meeting over to Thomas Robinson for any further comment. Robinson thanked the Board for its continued partnership and expressed his appreciation for the opportunity to work together again. There being no further questions or comments,
James Jalenak moved to approve the Final Bond Resolution for APP Greenbriar Partners, L.L.L.P. (d/b/a Greenbriar Apartments). Katie Shotts seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Thomas Robinson left the meeting.
6. 1st PILOT Closing Extension for Capstone Ridgeway, LLC (d/b/a The Lakes at Ridgeway)
Mark Jobe entered the meeting.
Charles Carpenter introduced this agenda item by stating that action items six, seven, and eight are all first PILOT Closing Extensions, which is not unusual, and all three projects are with the same developer and may be discussed together and voted on separately. Mark Jobe introduced himself as legal counsel on behalf of the three Capstone entities and Capstone Realty and Management. Jobe stated that he does anticipate closing, but that Capstone has a bridge lender that is not familiar with the PILOT program, but work has commenced. Jobe stated that his firm has been working to get lender approval, but the lender is not local or institutional, and title transfer is sometimes a concern despite the great benefit that the PILOT Program delivers. Jobe stated that he does anticipate that these transactions can be closed by the end of the year 2023.
Chairman Reid asked Bryce Miller for any comments he has from his observations of these three (3) properties. Miller asked if there are any plans on securing the site at The Lakes at Ridgeway? Miller stated that he has made site visits to all three (3) sites and the other two (2) sites are secured and gated, but The Lakes at Ridgeway is not. Jobe stated that The Reserve at Mount Moriah is completely vacant, and although Stonegate Apartments may only have a few tenants but was a secure facility, and Jobe is unsure about the occupancy status at The Lakes at Ridgeway. Miller stated that there are tenants there, but most of the property is uninhabitable. Miller stated that the biggest area of concern is that it appears people are living around the areas that are uninhabitable. Miller stated that there are areas of great safety concern, and units that are completely burned out, and another that appears an automobile drove through it. Miller referenced photos of these units that were provided to the Board for review. Jobe stated that he would provide those photos to the owner for reference and make sure those areas are addressed immediately. Miller stated that trash at The Lakes at Ridgeway is also a major concern, because it looks like there has not been anyone there to empty dumpsters, causing trash to pile up and possibly cause a rodent infestation. Miller stated that from the time he inspected the property at the time of application six (6) months ago to now, The Lakes at Ridgeway seems to have gotten worse and he would like to know that there is a plan in place to secure property while awaiting the rehabilitation. Jobe stated that he understands the concern and he will address these issues with haste with his client and for ongoing compliance, will let them know the importance of getting these done. There being no further questions or comments,
Cliff Henderson moved to approve the 1st PILOT Closing Extension for Capstone Ridgeway, LLC (d/b/a The Lakes at Ridgeway). Katie Shotts seconded, and the motion passed unanimously after proper roll call vote of the Board members.
7. 1st PILOT Closing Extension for Capstone Moriah, LLC (d/b/a Reserve at Mount Moriah)
There being no further questions or comments,
James Jalenak moved to approve the 1st PILOT Closing Extension for Capstone Moriah, LLC (d/b/a The Reserve at Mount Moriah). Katie Shotts seconded, and the motion passed unanimously after proper roll call vote of the Board members.
8. 1st PILOT Closing Extension for Capstone Stonegate, LLC (d/b/a Stonegate Apartments)
There being no further questions or comments,
Cliff Henderson moved to approve the 1st PILOT Closing Extension for Capstone Stonegate, LLC (d/b/a Stonegate Apartments). Buckner Wellford seconded, and the motion passed unanimously after proper roll call vote of the Board members.
Mark Jobe left the meeting.
PILOT Default Status Updates:
1. Creekside Meadows (Bent Tree)
2. Mill Creek Apartments
Phil Balderston and David Upton entered the meeting.
David Upton began by stating that his team has been working with Carpenter and his firm to complete the refinancing approved by the Board at the August 2, 2023 Board meeting. Upton stated that work continues on the smaller items that can be self-financed, and the larger items that have been discussed in prior meetings, the Odin team is working on getting estimates for those items. Upton turned the meeting over to Balderston for further comment. Balderston stated that as explained to the Board at both Creekside and Mill Creek, that the baseline items that were able to be completed prior to the refinancing being closed have been completed or are substantially completed over the last month. Balderston stated that work continues on the items at Creekside that have not been completed, including electrical upgrades throughout the complex, both interior and exterior, and landscaping throughout. Balderston stated that Odin Properties is working on units that have been vacant prior to his ownership, and really making sure that they finish up every single one of those, and as of yesterday, they are ready for a rough inspection, and he is looking forward to closing that out at Creekside Meadows.
Balderston reported that Mill Creek has also completed all items, except for large items, which is siding throughout the complex. Balderston stated that his team is working with Comcast Corporation of the Comcast Junction boxes that Comcast has assured Odin Properties repeatedly in writing that they are going to be addressing those, but in the interim, his team has been making sure that any inherent wiring at either complex has been removed and the other low voltage junction boxes at both Mill Creek and Creekside Meadows are being addressed by a licensed electrician, so those kind of cleanup items have improved curb appeal substantially and are expected to continue. Balderston stated following his review of both properties personally, that both properties are in good shape and once the refinancing is closed within the next couple of weeks, that will allow his team to do the major items, which include completely refilling the parking lot, painting the buildings, siding throughout, and items that will carry the property through the next thirty (30) years.
Bryce Miller stated that what he has observed is in line with what is being reported to the Board and he is happy to see it. Miller stated that there are a couple of units he has observed for the past year that appeared to be fire damaged units, and during his inspection yesterday, the units appear to be ready for inspection. Miller stated that there was severe damage observed from recent storms to Creekside Meadows and all the damage and debris was cleaned up timely, within days, and everything appeared to be very secure, and no safety hazards posed. Overall, Miller stated that everything at Creekside Meadows seems to be appearing on the uptick.
Miller stated that one item of concern with Mill Creek is that there are two (2) exterior junction boxes that seem to have an extension cord wired into them. The extension cord looks to be going around the side of the building and into one of the units, or possibly more than one unit, and it is unclear what is going on with that. Miller stated that it is not clear whether this was something installed by a professional, by on-site staff or by a resident. Balderston stated that he walked the property this morning and did not observe this issue, but that he will make sure to either confirm that it is no longer there or make sure it is resolved today. Balderston stated that he is happy to hear the comments of the inspectors and that he and his team are going to stay vigilant to make sure that the uptick in the properties remains that way. Chairman Reid asked Balderston if he felt like he would be closing on the refinancing obligation sometime in the next couple of weeks. Balderston responded that he anticipated the refinancing approved at the Board’s August 2, 2023 Board meeting to close within the next thirty (30) days.
Phil Balderston and David Upton left the meeting.
3. Sunrise Villas
Frank Carney and Tabitha Thomas entered the meeting.
Frank Carney introduced himself as legal counsel to the PILOT Lessee and Tabetha Thomas as the resident manager at Sunrise Villas. Carney stated to the Board that the owner of the property, Matty Wercberger, was unable to attend today’s meeting in person to provide a status update because he has tested positive for COVID. Carney advised that he is available via the Zoom platform. Charles Carpenter stated that with the Board’s in-person policy, the Board is referring all comments to in-person guests only and not via the Zoom platform. Wercberger expressed his apologies for being unable to attend the meeting in person due to his testing positive for COVID. Carney advised Wercberger of the Board’s policy that all comments made by guests are reserved to in-person attendees only and Carney proceeded with the update for Sunrise Villas.
Carney stated that the two (2) buildings that were still lacking siding have now been completed. Carney reported that grass has been cut, and repairs have been made to the asphalt around the property. Bryce Miller reported that he was at the property on September 12, 2023 and observed the repairs made to the parking lot and observed workers preparing to complete the siding work. Miller stated that the property appears to be well maintained and has maintained the status quo since the last report to the Board a few months ago. Miller stated that the property has maintained a good state, and he is confident that he will observe completed siding on his next site visit to the property, as that was one of the last items to be completed. Miller recommended that Sunrise Villas representatives report back to the Board at the November 1, 2023 Board meeting, with the intention of releasing Sunrise Villas from the watchlist at that time. Chairman Reid stated that representatives will be required to attend in person to provide the final update and thanked the representatives in attendance for the good work done and the improvements that have been made.
Frank Carney and Tabitha Thomas left the meeting.
4. Winchester Grove
Brandt Blanken entered the meeting.
Brandt Blanken introduced himself, stating that he is in attendance today representing Winchester Grove Apartments. Charles Carpenter stated that this has been a property that has made a complete metamorphosis and has now become a property that has endeared itself to this Board. Carpenter stated that it has taken a while to get to this point, but it has turned into a very positive and stellar property. Carpenter stated that the Board has been providing oversight because of the long-standing history and the time that it has taken to finalize the improvements and today is the day that the Board is looking to as graduation day from the watchlist.
Blanken stated that on behalf of his team, they really appreciate the Board’s patience and since the change of control in the partnership, he hopes the Board has seen that level of improvement. Blanken stated that the change took place around two (2) years ago and all unit renovations have now been completed and 439 of the 446 units are occupied with pre-leases on the remaining unoccupied units. Blanken stated that the last major piece is the completion of the Community Center, which has been delayed due to electrical issues with MLGW, but he is hopeful that those items will be complete within the next couple of months, and everything is set up and ready for inspections once there is electricity in the building. Chairman Reid stated that this project is turning into a success story and the Board appreciated Blanken’s attendance and comments. Bryce Miller reported that he was on-site on September 12, 2023 and is happy to report that everything that was committed to has been completed, playground have been rehabilitated, gates are in working order, rehab on all units has been completed, and progress has been made on the Community Center. Miller stated that this property has been a beacon of light within his job and the community because it has changed so dramatically in the past year. Chairman Reid stated that this is Graduation Day for Winchester Grove from the Board’s watchlist. Reid stated that the Board will rely on its internal and external monitors to keep them updated on the project, and representatives have done an excellent job, and thanked them all for their hard work, including Rose Eaton, who has so diligently provided the updates to the Board over the past year as well as the initial meetings with Board members and staff on-site some months ago. Reid stated that this project is now an asset to the community and the Board appreciated the work.
Brandt Blanken left the meeting.
New Business
There was no new business.
Chairman Reid stated that the next meeting of the Board is scheduled for Wednesday, October 4, 2023 @ Noon. There being no further business, the meeting was adjourned by the Chairman at 01:43 p.m.