MINUTES OF REGULAR MEETING OF
THE HEALTH, EDUCATIONAL AND HOUSING FACILITY BOARD
OF THE CITY OF MEMPHIS
Wednesday, September 14, 2016
The regular meeting of The Health, Educational and Housing Facility Board of the City of Memphis, Tennessee was held pursuant to public notice on Wednesday, September 14, 2016. The published meeting time was 12:00 Noon. The meeting was held at the Board office, 65 Union Avenue, Suite 1120, Memphis, TN 38103.
The following Directors were present:
Lee Patton Carolyn Head
Monice Hagler (phone) Buckner Wellford
Daniel Reid Curtis Thomas
Nancy Willis Paige Walkup
Also present were:
Staff members Martin Edwards and Lauren Magallanes were in attendance. Charles Carpenter, General Counsel was in attendance.
With a quorum present, the regular meeting of the Board was called to order at 12 Noon by the Chair, Daniel Reid.
Approval of Minutes
Nancy Willis moved for approval of the Minutes for July 13, 2016. Curtis Thomas seconded and the motion passed unanimously.
Carolyn Goodwin-Willett entered the meeting
Finance Committee Report
Lee Patton reported on the Financial Statements for the period ending June 30, 2016. He provided summaries of the income statement and balance sheet for the period and year to date.
Paige Walkup moved for acceptance of the Finance Committee Report for June 2016. Curtis Thomas seconded and the motion passed unanimously.
Lee Patton reported on the Financial Statements for the period ending July 31, 2016. He provided summaries of the income statement and balance sheet for the period and year to date.
Carolyn Goodwin-Willett moved for acceptance of the Finance Committee Report for July 2016. Paige Walkup seconded and the motion passed unanimously.
Carolyn Head reported two recommendations from the Finance Committee meeting held prior to the Board meeting. Head detailed discussions regarding the Blight Authority of Memphis request of funds for the demolition of blighted properties within the City. Head reported that the committee recommended two action items for the Board: (i) to identify and set aside the requested $200,000 in funds for the purposes of BAM and (ii) to authorize Martin Edwards to continue talks with BAM and the City to develop an overall plan for the use of the identified funds. Paige Walkup requested clarification on the dollar amount requested, to which Daniel Reid responded the amount being considered was identified and requested by BAM. Curtis Thomas wanted statement the funds set-aside would be for partnership purposes with BAM, to which Carolyn Head responded positively.
Carolyn Head moved for acceptance of the $200,000.00 set aside in funds for the purposes of the Blight Authority of Memphis, as well as the development of a structure for the use of funds by Martin Edwards with the Blight Authority of Memphis and the City. Paige Walkup seconded and the motion passed unanimously.
Lee Patton and Paige Walkup recused themselves from Mason Village consideration, due to the involvement of their firms in each project, and both left the meeting room prior to the discussion and deliberation of the projects.
Carolyn Head also reported the Committee discussion regarding Mason Village and the request for a retainer fee extension until 2017, due to the project’s application status with THDA. Charles Carpenter provided background on the Board’s discretion and authority in waiving or extending fees. Carpenter recommended for consideration moving the retainer fee extension date to the scheduled February 2017 Board meeting.
Carolyn Head moved for acceptance of the Deferral of the Retainer Fee Payment for Mason Village until the February 2017 Board Meeting. Carolyn Goodwin-Willett seconded and the motion passed unanimously.
Lee Patton and Paige Walkup re-entered the meeting
Charles Carpenter stated that all Board members needing to recuse themselves from deliberation of an item before the Board, the reason for the recusal should be stated for the record. Carpenter added the explanation of the Board member’s involvement need only be stated initially. Carpenter reported no new claims or lawsuits since the last Board meeting. Carpenter added the Board had previously received a complaint from the Tennessee Human Rights Commission, but Carpenter has since received notice that the complaint has been resolved with a favorable resolution. Daniel Reid asked which property the complaint was regarding, to which Carpenter responded Wesley Housing. Carpenter also reminded of the Board’s immunity status by Statute.
Paige Walkup recused herself from the report discussion and deliberation involving Lexington Asset Management and stated that her firm is indirectly related by providing services to the applicant on a matter unrelated to the agenda item, and left the room.
Carpenter reported Lexington Asset Management is the purchaser of the two PILOT transfer applications for Blair House and Mendenhall Gardens, both of which have been in the program for eight years. Carpenter reminded the Board of the approval of both project transfers last year. Carpenter explained the scheduled closing date is September 22, expediting the need for consideration of the transfer applications. Carpenter added staff has completed the site inspections and reviewed the applications, as well as the PILOT Committee’s recommendation to move forward with the consideration of the transfer applications. Nancy Willis inquired to the buyer’s company background, to which Martin Edwards responded with his thorough review of the application material and financial information positively, adding the cash flow being implemented to both properties serves as a strong benefit to the tenants.
Lee Patton moved for the acceptance of the PILOT Transfer Application for Blair House Apartments. Carolyn Goodwin-Willett seconded and the motion passed unanimously.
Curtis Thomas moved for the acceptance of the PILOT Transfer Application for Mendenhall Gardens Apartments. Nancy Willis seconded and the motion passed unanimously.
Paige Walkup re-entered the meeting
Carpenter reported on the PILOT deficiency status of Goodwill Village, adding the numerous cited deficiencies previously reported have been found to be currently in compliance after thorough investigations by staff and the Board’s compliance vendor. Carpenter added there were also delinquent Issuer and Administrative Fees that have now been paid in full. Carpenter recommended a notice of compliance be sent to Goodwill Village while also stating the property will continue to be monitored for compliance for the remainder of the PILOT period.
Carolyn Goodwin-Willett moved for the acceptance of the Letter of Compliance be sent to Goodwill Village. Carolyn Head seconded and the motion passed unanimously.
Carpenter reported a ruling in Nashville regarding Public Record and elaborated thereon, stating the ruling was in favor of providing records immediately, if they are readily available, instead of taking the full allowable seven-day timeline for response.
Carpenter reported communication with auditors to the question of reporting conflict of interest in the tax returns, to which the auditors reported no awareness of that necessity, but added there is a related entity disclosure required with the tax return.
Curtis Thomas reported on five outstanding Letters of Noncompliance that have been sent out based on the direction of the Committee. Thomas reported one outstanding letter cure-period has passed, with the remaining four cure-periods upcoming in the next week. Martin Edwards stated staff has received responses on all five properties and added his multiple personal inspections of the properties, which include River City Heights, Chambliss Village, Macon Manor, Macon Point and Summit Park. Edwards stated River City Heights has passed the cure period deadline and have been found to be in compliance by both staff and the compliance vendor. Edwards and Thomas reminded the Board of the details of this process going forward.
CONSIDERAION OF AFFORDABLE MULTIFAMILY HOUSING 2016 PILOT CALENDAR ROUND III
Lauren Magallanes reviewed the provided calendar key dates for publication and consideration of applications submitted. Charles Carpenter asked to the remaining allocation for 2016, to which Magallanes responded an estimated $35,000,000 is remaining for the year.
Paige Walkup moved for the acceptance of the Affordable Multifamily Housing 2016 PILOT Calendar Round III. Nancy Willis seconded and the motion passed unanimously.
Daniel Reid stated the next scheduled meeting would be Tuesday, October 11 due to calendar conflicts.
There being no further business, the meeting was adjourned by the Chair at 12:45 p.m.
Daniel Reid, Chair Monice Hagler, Secretary