The Health, Educational and Housing Facility Board

 MINUTES OF REGULAR MEETING OF

THE HEALTH, EDUCATIONAL AND HOUSING FACILITY BOARD

OF THE CITY OF MEMPHIS, TENNESSEE

Wednesday, October 7, 2026

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 30, 2026, 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 (Zoom)          

Cliff Henderson                                  Howard Eddings, Jr.  

Vincent Sawyer                                   Courtnee Melton-Fant                       

The following Director was absent:

Buckner Wellford

Staff and others attending: Trey McKnight, Stephanie Bryant, JP Townsend, and Nikki Abraham; Charles E. Carpenter, Esq. and Corbin I. Carpenter, Esq. (Zoom), General Counsel; Katrina Shephard (Zoom), legal assistant to General Counsel; Janika White, Esq. (Zoom), Memphis City Council Liaison; and Mike Humes, consultant to the HEHFB Strategic Planning Committee.

Also participating in person and/or via remote Zoom virtual platform were Jan Kidder and Mary Linda Cuddy of Memphis Interfaith Coalition for Action & Hope (MICAH); Doran Harper (Zoom) and Will Law representing South Main Artspace Lofts; Max Levin and David Hagage of M2 Regroup and Frank Stockdale Carney, Esq. of Evans Petree Law Firm representing Glendale Park Apartments; Brett Schubert of Griffin, Clift, Everton & Maschmeyer and Austin Magruder representing The Courts Midtown; Alex Shores of Multi-South Management Company representing Sterling Townhomes; Andrew Murray and Charia Jackson of Community Redevelopment Agency (CRA); Ronald Meredith; 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, October 7, 2026 @ 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 must be made in-person and should be limited to two (2) minutes per speaker.

Jan Kidder stated her address and that she is with Memphis Interfaith Coalition for Action and Hope (MICAH) and serves on the MICAH Tax Force Division that works for a city where housing is not just adequate, but life-giving. Kidder stated that the MICAH Tax Force Division is thus aligned with the Board's mission to "enrich and maintain the quality of life, health and wellness" of residents at PILOT properties. Kidder stated that MICAH leaders have attended Board meetings and seen some of the Board's efforts to monitor that quality of life for residents, efforts to communicate with Code Enforcement with greater transparency, the compliance team's attention to conditions that impact residents' day-to-day lives, and Trey McKnight's efforts to bring Board members to see firsthand some of the PILOT properties. Kidder stated that MICAH leaders have done that, visited multiple properties, talked with residents, and been invited into homes to see the problems they contend with. Kidder stated that MICAH knows that Board members do not do this, but MICAH does and has observed that even if developers are checking the boxes for the tenant benefit stipulated in their PILOT applications, they may not be attending to repair and maintenance concerns that have an even more profound impact on residents' quality of life. Kidder stated that she and her fellow MICAH leaders want to call the Board's attention to this gap and stated that in too many cases, PILOT Lessees do not appear to be complying with the standards of the Uniform Residential Landlord and Tenant Act, and surely such instances of non-compliance with state law would be of concern to the Board. Kidder stated that this gap does not have to exist, and PILOT Lessees could be held to a higher standard. Kidder stated that Sarah Jemison with Alco Management has shared with MICAH Alco's detailed procedure for resolving tenant repair and maintenance requests and MICAH leaders would like to see something similar explicitly required by Board policies and procedures. Kidder stated that MICAH looks forward to more conversations with Board members to explore this and other creative ways the Board can fulfill its purpose of enhancing tenant quality of life.

Approval of Minutes

Cliff Henderson moved for approval of the Minutes of the September 9, 2026 Regular Meeting, seconded by Courtnee Melton-Fant, 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.      Charles Carpenter reported that at the Board’s August 5, 2026 Board meeting, he reported the following materialmen’s claim with Abington Apartments filed by SPC Roofers in the amount of $615,795 plus fees and costs.

Carpenter stated that his Firm has monitored this matter and understands that a settlement has been agreed to by the PILOT Lessee and the vendor; however, that settlement has not been paid or funded. As a result, Carpenter stated that his Firm will continue to monitor this matter. Carpenter reminded the Board that the PILOT Lessee will appear before the Board at its November 4, 2026 Board meeting.

2.      Carpenter reported notice of three new materialmen’s claims for the month of September 2026 in connection with the following PILOT properties alleging non-payment:

                                                              i.      Lakes at Ridgeway filed by Sherwin Williams Paint in the amount of approximately $14,000.

                                                            ii.      Lakes at Ridgeway filed by Inter Solutions in the amount of approximately $40,000.

                                                          iii.      Ridgecrest Apartments filed by Doors and Hardware in the amount of approximately $235,000.

Carpenter reminded the Board that under State Law, while the Board is serving its public purpose pursuant to the PILOT program, the Board has statutory immunity and has no legal or financial liability in any of the above matters. Carpenter reported that his Firm has provided notice of statutory immunity to the claimant's legal counsel, as well as information regarding the real parties in interest, which are the PILOT Lessees, and the respective management companies so that those claims are able to move forward on their merits in an efficient manner.

3.      Carpenter reported Bond and PILOT activities for the month of September 2026:

a.       Bond Activities:

                    i.            There were no closings during the period, but there is substantial work in progress as his Firm works together with Tennessee Housing Development Agency (THDA), and other members for affordable housing projects in various stages of development. Carpenter stated that his Firm is involved in various working group calls for each of the projects which are moving forward efficiently including:

a.       Covenant Gardens Senior Apartments Bond Closing, which is anticipated to close this week.

b.      Saints Court Apartments Bond Closing, which is anticipated to close later in the month of October 2026.

Carpenter reminded the Board that Covenant Gardens Senior Apartments and Saints Court Apartments Bond Closings will also have PILOT closings.

Vincent Sawyer entered the meeting.

b.      PILOT Activities:

                    i.            There were no closings during the period, but there is substantial work in progress in conjunction with projects that were induced for bonds by the Board, and it is anticipated that the approved bond and PILOT applications will close at or about the same time.

                  ii.            Crockett Park (f/k/a Agnes Place) Memphis Housing Authority (MHA) PILOT was terminated, and that process has been completed in connection with the public record, the Shelby County Assessor’s Office, the Shelby County Trustee’s Office, and the City Treasurer’s Office. Carpenter stated this termination was due to the expiration of the PILOT term, and that his Firm has spoken with a potential purchaser of this property because the property does need substantial rehabilitation and it may be coming back before the Board for a new PILOT in compliance with the current underwriting requirements.

                iii.            Carpenter reported that his Firm has issued Notice of Legal Default Letters to the following PILOT properties during the month of September 2026, and each of the PILOT Lessees will report in person to the Board at the November 4, 2026 regular meeting:

a.       Cedar Run Apartments

b.      Lakes at Ridgeway

c.       Mill Creek Apartments

d.      Reserve at Mt. Moriah

e.       Stonegate Apartments

f.        Villages at Harrison Creek

4.      Carpenter reminded the Board that THDA announced that there will be a Round Three of LIHTC this Fall because there is approximately $280 million volume cap still available. Carpenter explained that this is very unusual because typically the volume cap is oversubscribed. Carpenter stated that it is hard to totally determine what changed, but this new development is something that has to be analyzed going forward because the statewide need is great, and the volume cap is based on a year-by-year allocation and if the allocation is not used this year, it will not carry over. Carpenter stated that his Firm shared this information with developers, including Memphis Housing Authority (MHA) and the City Administration, and Round Three applications are being accepted through September 24, 2026.

Carpenter stated that notwithstanding the amount of allocation available, the University Place Senior project is the only induced project that received a small increase in volume cap allocation. Carpenter stated that in looking at supplemental awards, THDA is requiring that the original allocation award transaction be closed first, and then the applicant can come back for a supplemental allocation. Carpenter stated that based on timing, this process could not be completed prior to year’s end. Additionally, Carpenter stated that THDA reduced the 50% test to a 25% test and it has created some collateral issues, which is one of the reasons THDA has the supplemental capacity, but even with the supplemental capacity, based on the interpretation of the new rules, THDA was only able to provide a volume cap allocation of up to a 30% test, or if there was some permanent supportable debt, THDA could go up to 40%. At this time, the industry is still attempting to adjust to the new regulations and the reduction from the 50% test to the 25% test has created new and additional issues. Carpenter stated that THDA will likely review 2026 to make changes in 2027 to provide better efficiency.

Carpenter also reported of the potential opportunity for recycled bonds to be used on upcoming bond induced projects. Carpenter stated that Tennessee has not been using recycled bonds, which is a short-term tax-exempt bond that has been previously issued during the construction period, repaid after construction, usually within 2-3 years of issuance (as seen in a cash collateralized financing) which under the Internal Revenue Code will allow the paid-off bonds to be recycled if it is done within a 5-year period. Some States have established a program for recycled bonds, but Tennessee has not. Carpenter stated that because of some of the issues going on in the industry now, his Firm is looking at the use of recycled bonds for one or more currently induced projects and if that comes together, he will go into more detail at a later meeting, but he wanted to provide an introduction of this concept to the Board so it would hear and consider what the structure looks like.  

5.      Carpenter stated that underwriting is tightening up with multifamily projects in the affordable housing industry, and the employment data is more restricted than has been proposed causing much concern at the federal level. Carpenter stated that the last forecast estimated 90,000 new jobs which turned out to be only 29,000, leaving many lenders to tighten their view on lending for multifamily projects. Carpenter stated that Fannie Mae and Freddie Mac, both federal lenders, are the preferred lenders and they have been looking at more and more projects, and it will be interesting to see how that will impact the ability of refinancings for the PILOT Lessees. Also,  the volume of tax credits in the marketplace has impacted the value and amount of dollars able to be implemented in the capital stack for these new projects. Many industry professionals believe this is a collateral effect of reducing the 50% test. For example, because now the 25% test, only requires 25% of the total project costs to be funded with tax-exempt bonds versus 50%, it requires the developer to fund its capital stack with more equity, conventional funding or grants to make up the difference, causing the total debt service costs to be higher.

6.      Finally, Carpenter stated that the Board has several projects in the pipeline that must be closed by the end of the year 2026, unless some federal involvement with HUD delays the process, then THDA will consider a carry forward. But, Carpenter stated that if these projects do not close by year end 2026 and do not receive a carry forward, from THDA, the applicant will be required to start over, which is not good for the project or parties involved, but that is the current environment existing right now.

Trey McKnight stated that he would like more information of the recycled bonds discussed by Carpenter. Carpenter stated that his Firm will put some information together and share it with the Board and Board staff.

There being no questions or comments, Chairman Reid proceeded with Action Items.

Action Items-

1.       Bond Inducement Resolution Amendment for University Place Preservation, LP (d/b/a University Place Family; f/k/a University Place I & II)

This item has been deferred to the November 4, 2026 Board meeting.

2.       Bond Inducement Resolution Amendment for University Place Senior Preservation, LP (d/b/a University Place Senior)

This item has been deferred to the November 4, 2026 Board meeting.

3.       Affordable Multifamily PILOT Term Extension Application for South Main Artspace Lofts, LP

Carpenter introduced this agenda item, stating that this is a PILOT property that has performed well, and at the time the PILOT was granted that this Board only had authority to issue a 10-year PILOT term. Carpenter stated that there was an amendment to the delegation of authority by the Memphis City Council in 2018 that allowed PILOT terms to increase up to 20-year terms. Carpenter stated that this PILOT Term Extension Application is for South Main Artspace Lofts for an additional 10-year period. Carpenter reminded the Board that in years 11-20 of a PILOT Term, there is a 10% per year increase in the assessed value of the PILOT to assist the property in preparing to return to the tax rolls at full market value at the PILOT expiration.

Will Law, representative in attendance for this application, introduced himself as the president for Artspace Projects, which is a 501(c)(3) organization based in Minneapolis that does arts related development across the country. Law stated that South Main Artspace Lofts is a 63-unit mixed-use affordable housing project marketed to creatives and their families that need affordable housing to live in and enjoy the project. Law stated that the project has amenities associated with it to support tenant's artistic endeavors, including galleries, and it has been a great project that ownership is proud of. Law thanked the Board for its consideration of this application, stating that affordable housing is hard to run, and there is a lot of pressure on the industry, and this consideration is needed and appreciated.

Carpenter recalled that at the time of original application to the PILOT program, there was a national network with other locations modeled after this concept that Artspace Projects operates. Law confirmed, stated that the organization is an interesting development that is not huge, with many projects ranging from 50-100 units, with one or two projects in most communities that the organization works in, but those projects are scattered across 22 states and are very similar to this project in Memphis. Carpenter stated that his Firm and Board staff held a successful submittal conference with the applicant.

Stephanie Bryant stated that the current occupancy rate is 95% occupied, and occupancy rates have been maintained between 95%-100% for most recent quarters. Bryant stated that Board staff appreciates the dedication of ownership to this property and compliance. JP Townsend stated reported on the external observable conditions of the property, stating that the property is well maintained; there have been some recent exterior renovations that have been completed on property, and tenant benefits are being maintained. Carpenter stated that this application complies with the Board's policies and procedures and recommended the Board look favorably upon this application.

Howard Eddings asked about the demographics and income levels of the project. Law stated that he does know the specific percentages off hand, but his organization works hard to identify organizations that serve different cultural community groups in the neighborhood and perform outreach through those programs. Law stated that the demographic of the project reflects its community and is in line with fair housing rules, and the organization markets aggressively through cultural organizations to ensure diversity goals are achieved. There being no further questions or comments,

Cliff Henderson made a motion to approve the Affordable Multifamily PILOT Term Extension Application for South Main Artspace Lofts, LP. Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

 Will Law left the meeting.

4.      Affordable Multifamily PILOT Term Extension for Glendale Park Apartments, LLC

Carpenter introduced this agenda item stating that this is another PILOT Term Extension Application, and as expressed earlier, this PILOT was for an initial 10-year term and is seeking an additional 10-years.  Frank Stockdale Carney, legal counsel to the applicant, introduced Max Levin and David Hagage, developers for this project. Levin stated that they are proud to be before the Board today with this project seeking an additional 10 years. Carpenter stated that this applicant has also participated in a successful application submittal conference.

Stephanie Bryant stated that this has been an excellent project with occupancy at 97%, with only a slight dip to 88% in quarter 1 of 2025, but beyond that, the property maintains occupancy above 90% and Board staff appreciate the hard work and commitment of the PILOT Lessee. JP Townsend reported on the external observable conditions of the property, stating that the property is in compliance and underwent a renovation approximately two years ago and is well maintained, including common areas. Carpenter stated that the application complies with the Board policies and procedures and recommended favorable consideration. There being no further questions or comments,

Cliff Henderson made a motion to approve the Affordable Multifamily PILOT Term Extension for Glendale Park Apartments, LLC. Howard Eddings, Jr. seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Max Levin, David Hagage, and Frank Stockdale Carney left the meeting.

5.       PILOT Refinancing Application for Red Ace Court Ave Apartments, LLC (d/b/a The Courts Midtown)

Carpenter introduced this agenda item stating that this is an existing PILOT seeking a PILOT refinancing for The Courts Midtown. Austin Magruder introduced himself and Brett Schubert, legal counsel to ownership. Magruder thanked the Board for the current PILOT, stating that The Courts Midtown would not exist without it. Magruder stated the project is made up of 121 units and has been operating at 95%+ occupancy rate, and everything is the buildings is new. Magruder stated that this speaks to the vibrancy of the community. Magruder stated that in terms of the refinancing, the property is coming up on five years and in commercial real estate that refinancings typically take place every three, five, or seven years. Magruder stated that at the end of this month, ownership is required to pay the existing debt, and fortunately, one of the current lenders is going to continue with the project and roll that into a permanent loan. Magruder stated that ownership has already paid down approximately $1.5 million on the existing loan balance, and the goal is to reduce debt balances across the portfolio and improve the balance sheet. With this new loan, Magruder stated that it will be $1 million less than where ownership started at the beginning of the year, and that it will put ownership in a permanent, stable position, and a portion of the loan proceeds will used towards closing costs and establishing reserves for the property. Magruder stated that once this is completed, ownership will look at reducing debt across other holdings in the portfolio. Magruder stated that he is a Memphian, and this property is a long-term hold for him and thanked the Board for its support.

Carpenter stated that his Firm and Board staff have successfully completed the submittal conference for this application. Bryant stated that this has been a great project since entering the PILOT program in 2021 and the property has maintained occupancy rates at or above 91% since stabilization of the project, with current occupancy at 95%. Townsend stated that the renovation of the project went well, and the property is well maintained. Carpenter stated that during the application review and submittal conference, the sources and uses of the refinancing were reviewed and discussed. Carpenter stated that there is currently a senior lender and a subordinate lender. The subordinate lender is Pathway Lending, which will come into the sole senior lender role through this refinancing, which attests to the relationship that the PILOT Lessee has with their lenders. Carpenter stated that the application complies with the Board's policies and procedures and recommended approval of the application.

Chairman Reid stated that the sources and uses table references $570,913 in loan repayments across the portfolio and asked how many properties are included in the portfolio. Magruder stated that the portfolio includes approximately 350 units, and the goal is to pay off more expensive debt across this portfolio that improves the global cash flow. There being no further questions or comments,

Howard Eddings, Jr. made a motion to approve the PILOT Refinancing Application for Red Ace Court Ave Apartments, LLC (d/b/a The Courts Midtown). Courtnee Melton-Fant seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Austin Magruder left the meeting.

6.      Status Updates for PILOTs in Legal Default:

a.      Sterling Townhomes

Carpenter began by stating that Sterling Townhomes is a property located in Whitehaven and reminded the Board that soon after entering the PILOT program, the property sustained two fires that caused substantial damage to the property, with both fires being determined as arson. Carpenter stated that following those fires, the property was in Environmental Court and had to go through the process of cleaning the property up, and then the insurance carrier for the property denied the claims. Carpenter stated that during that time, the property was placed in Legal Default status, and the Board has been working with the PILOT Lessee, and the PILOT Lessee has done a good job of cleaning the property up and completing demolition of the fire damaged units.

Alex Shores, Multi-South Management representative in attendance for the property, stated that management has been working with the developer on this, and the developer has decided to voluntarily withdraw from the PILOT program at this time. Shores stated that once the financing and insurance litigation is resolved, the developer looks forward to the opportunity to reapply to the PILOT program. Stephanie Bryant confirmed that she has also received a formal written request from ownership requesting voluntary termination at this time. Carpenter stated that his Firm and Board staff would be in concurrence that this is best for the Board's PILOT program and the developer and will look forward to the developer coming back at some point in the future. There were no further questions or comments.

Alex Shores left the meeting.

Executive Director’s Report

Trey McKnight stated that he would keep his report brief, as he will concede his reporting time to a partner organization, the Memphis and Shelby Community Redevelopment Agency (CRA), which has requested time to make a presentation to the Board. McKnight reported as follows:

a.       McKnight stated that during September 2026, he attended the 2026 NALHFA Conference [2026 NALHFA Fall Educational Summit], along with Howard Eddings, Jr., Vincent Sawyer, and Stephanie Bryant in Washington, D.C. McKnight stated that it was a very well-done conference and provided a packet from the conference for the Board to look through, if desired.

b.      McKnight stated that he sent an email to the Board regarding Northside Square, which was recently awarded the Economic Impact Project of the Year. McKnight stated that this is a project in the Board’s PILOT program, and the development team is very thankful to the Board with respect to what the Board has done to help them create this opportunity in the North Memphis community.

c.       McKnight stated that there will be a Housing Summitt on October 15, 2026, which the Board will have a prominent role in and Ralph Perry [with THDA] will also be in attendance. McKnight stated that the Housing Summit will be at Memphis Botanical Gardens from 8am-4pm. McKnight stated that he will obviously be there and will send a calendar invite to anybody that is interested in attending. McKnight stated that he will be at the event the entire time, and the Board will have a very prominent role with respect to the Housing Summit. McKnight stated that he had the opportunity to meet the actual speaker at the NALHFA Conference [2026 NALHFA Fall Educational Summit] in Washington, D.C., and she is with Invest Atlanta and is coming in for this Housing Summit. McKnight stated that the speaker asked him what she was to be speaking about, so he gave her the information with respect to what the administration wanted her to speak about. McKnight stated that it will be a great Housing Summit, October 15, 2026 from 8am-4pm and will send calendar invites to anyone that wants to attend.

d.      McKnight stated that the relationship with Code Enforcement continues to expand and it is bearing fruit, and he is thankful to the Board for allowing that to grow. McKnight stated that Code Enforcement continues to reach out to him with anything with respect to sewage or respect to anything where he can assist, so he can use the office of the Board to make things move in the right direction.

McKnight conceded his remaining time to CRA for their presentation. Cliff Henderson asked for an update on the progress of the Board's new website. McKnight stated that the website is complete and training will be complete within the next week. Henderson asked what specifically needs to be done for that. McKnight stated that staff will be trained on the website. Henderson asked if there has been any quality assurance checks sent back to the website working group, as changes were submitted from the working group to McKnight in August, but the working group has not seen those changes. McKnight stated that those changes have been created, and he thought he had sent that out, apologized, and stated he would send the link out this afternoon. McKnight stated that every change that Henderson and Bryant brought to the group has been corrected, and those changes have been made. Henderson asked what is the estimated time for the site to go public? McKnight stated that the website will be going public on Friday. After some confusion, McKnight stated that the website will be going public next Friday [October 16, 2026]. There were no further questions. McKnight then stated that he conceded the remainder of his time to CRA for a special presentation to the Board.

Community Redevelopment Agency (CRA) Presentation

McKnight introduced Andrew Murray and Charia Jackson of Community Redevelopment Agency (CRA). Andrew Murray stated that he is the President of the CRA for the City and the County, further stating this CRA is a very similar organization to the Board. Murray stated that CRA handles a lot of different types of things, but the primary thing CRA does is tax increment financing (TIF). Charia Jackson introduced herself as the Director of Neighborhood Planning and Essential Housing with CRA and she managed oversight of the new construction program. Murray and Jackson provided handouts to the Board.

As background, Murray stated that CRA is a joint Board of the City and County made up of seven (7) Board members, three (3) City mayoral appointees, three (3) Country mayoral appointees, and one (1) joint appointee. Murray stated that the organization was set up in 2001 as a paper organization to make sure that the Uptown TIF functioned in the way that the Jack Belz and Henry Turley partnership and Robert Lipscomb (former MHA Director) plan functioned with HOPE VI and related housing developments in the Uptown TIF District. Murray stated that looking forward 15 years to 2016, and that relationship with the master developer was not renewed during the Strickland Administration. Murray stated that at that time, he and Roslyn Willis were brough in from St. Louis to set up the agency as a separate entity and the agency has expanded dramatically in the last few years. Murray stated that CRA is an independent agency that can issue bonds and has issued one bond, as well as has tax and financing powers, eminent domain, can hold land like a land bank for the City and County, has a home repair program that got 300 homes through a couple of TIFs. Murray stated that CRA utilized all minority owned small businesses until the state changed how CRA was allowed to refer to those, so now they are referred to as small businesses. Murray stated that 70%-80% of CRA's annual budget is done by small local business owners. Murray stated that CRA also runs the Brownfield Coalition, which includes Soulsville, Binghampton Development Corporation, Klondike, and other organizations.  Murray stated that there was a conference held last week and there is $1 million in assessment grants that CRA has acted as a pass-through organization for a federal EPA grant, and Economic Development Growth Engine (EDGE) has a complimentary revolving loan program. Murray stated that EDGE and CRA approached EPA jointly and rather than getting $1 million from Memphis; they were able to get $2 million because they were able to leverage multiple organizations. Murray stated that CRA has gotten quite a few EPA and state cleanup grants, as well as federal DOT grants, including $2.6 million that is working on the under and overpasses connecting the Klondike over to the Soulsville neighborhood and then through the medical district and new Chicago.

Murray stated that CRA is here to speak to the Board today because over the last couple of years, CRA has been discussing Mayor Young's 10,000 homes initiative with Mayor Young and others, and a few years ago, there was a housing task force where Murray met Trey McKnight, who also served on that task force, along with others. Murray stated that the task force talked about what it could do to get 40,000 units of affordable housing. Murray stated that the projects that CRA is involved in are everything from folks coming out of homelessness to people who are buying their first home, so CRA funds everything from Collins Chapel, Connectional Hospital with Room in the Inn, projects for Habitat for Humanity, and Charia's program, which will be discussed shortly. Murray stated that this housing task force was talking about what they could do, and a lot of conversations were had that included John Zeneah, Ashley Cash, Trey McKnight, and a few others, who were tasked with helping to figure out what needed to happen in the housing ecosystem to try to get more housing.

Murray stated that the Board does good work, mostly in multifamily and rental, which is important work, and CRA has done multiple things, including work with the Board on a project with Pennrose, in which CRA provided $6 million in a long-term loan from the TIF funds for that project. Murray stated that for a little over a year, the housing force met with Mayor Young, who directed these groups to work together, and there were quite a few meetings held, and John Zeneah led the charge. Murray stated that one of the suggestions that was brought forward was by Mayor Young to look at Baltimore. Murray referenced paged in the handout packet materials provided and stated that Baltimore has a scattered site TIF tax and refinance district that the housing task force looked at, stated that CRA has the ability to issue bonds based on future tax revenues among many other unused tools, and Baltimore has successfully done this. Murray stated that Baltimore was able to issue a bond and Steifel sold the bond, Municap did the economic impact study and sized it. The housing task force met with Municap and the City Administration and CRA hired Municap to do a study to see how tools can be used that these agencies have to press fast forward on creation of units.

Murray stated that through discussions with John Zeneah, Ashley Cash, and Mayor Young, the decision was made to focus on certain areas, Soulsville in particular, because there is already a TIF district set up. Murray stated that several years ago, this TIF district was set up and unfortunately, the folks that advised the two groups that applied for the TIF district did not provide realistic projections and there are not enough projects of size in Soulsville that would create a significant increase in the real property tax. Murray stated that there are a lot of PILOT properties in the area and a lot of church owned properties and Memphis Housing Authority owned properties that are all tax exempt, but that does not do any good for anybody in a TIF district because folks are either not paying taxes or are paying a payment in lieu of tax, which does not get captured by the TIF, but rather goes straight to the City and County Taxing Authorities, and that does not help the TIF district gain an increase in taxes. Murray stated that this is a community led TIF district and except for one TIF district that has a bond, all TIF districts are led by CRA, and the community advisory committee helps create the plan and then guides priorities. Murray stated that the TIF set up in Uptown, Binghampton, and Klondike will be online soon as well as Cleveland Corridor, then Soulsville.

Murray stated that brainstorming has been happening for the last few years on how to get some activity to happen in Soulsville. Murray stated that a lot of discussions have been had with mayors, elected officials, and philanthropic entities, with many having personal ties to Soulsville, and the discussions have been centered around how can we work together to help this community achieve their goals, while also having the discussion of how to increase housing production.

Murray stated that in working with John Zeneah, Ashley Cash, and Tryey McKnight, that group came up with a proposal that Mayor Young has endorsed, the CRA Board has approved, it has been brough to the Soulsville Advisory Committee, and everyone is very excited about it. Murray stated that the goal is to create 150-500 units using the Municap analysis and the Steifel  analysis to get new construction, tax paying units in the pipeline, and once those are there, CRA can issue a bond based on those revenues and use that bond to then fund the next group of houses and then issue another bond to create the next batch of houses. Murray stated that there is a massive amount of property available in Soulsville being held by churches and the City and County, and the initiative will have approximately 50 lots from the County. Murray stated that this goal is going to take multiple entities to work.

Murray stated that Charia Jackson would discuss the CRA Essential Housing Program and how it works in the two TIF districts where there are funds. Jackson stated that the Essential Housing Program was launched in 2025 and has proven successful in its first year of implementation that public-private partnerships can stimulate private developers wanting to engage in infill housing development. Jackson stated that in the first year of the program, CRA partners with 25 developers and awarded 60 CRA lots, allocated approximately $1.4 million in TIF funding to support 92 units that are planning to be put online, and it is an ongoing process. Jackson stated that CRA feels that their model is very successful in achieving infill housing development in a neighborhood like Soulsville, Uptown, Binghampton, and 10 other districts. Jackson stated that this is a way to support emerging developers through technical assistance and guidance, CRA land, and CRA resources so that emerging developers are encouraged to want to build 1,2,10 or 20 houses at a time in these communities. Jackson stated that this program has also shown that developers are hungry for support and partnerships from agencies like CRA that have access to land, financial support, and who will guide them to provide them with technical assistance and direct them to resources that can help the project pencil out. Jackson stated that CRA is finding that the Essential Housing Program has worked well in its first year in the Uptown and Binghamton neighborhoods, and CRA is looking to duplicate this model with more creativity to bring more partners with access to land in Soulsville to be part of this to meet the scale of up to 500 units. Jackson stated that the program itself has proven that public private partnerships trying to work with emerging small-scale developers to encourage infill housing is something CRA would like to do in the Soulsville area.

Murray stated that Jackson comes with over 20 years of housing experience in Frazier, and Jackson and the CRA team really works with developers, and this is the one thing that has been missing. Murray stated that Jackson has 25 projects that have already been approved in the pipeline, with another 25 projects that Jackson is working on getting ready. Murray stated that Jackson is working with Sharia Jones and other organizations to help train people, and it has been successful. Murray stated that there is a structure set up, and Jackson has been able to really hit the gas. Murray stated that CRA has a lot of lots and with each unit, CRA offers a $20,000 subsidy that is reimbursable. CRA signs a redevelopment agreement with each developer, and the developer commits to a timeline and a 15-year deed restriction that requires the property to remain affordable, whether through rent or a sale. Murray stated that CRA's affordability scale is 0-120, and has a mixture of housing types including townhomes, duplexes, quadplexes, and single family. Murray stated that CRA also has a plan book that they have worked with several architects on to create and these developers can just use the initial plan and pay $1,000 for the lot and $2,000 for the plan, and CRA gives the developer $20,000 for the project if the developer meets the guidelines. Then, Murray stated that those developers can get financing from CBFIs and local banks. Murray stated that some developers are using hard money or their own money, so there are a variety of ways that folks are approaching this.

Murray stated that what CRA wants from the Board is a partnership. Murray stated that Mayor Young would like to announce this initiative at the Housing Summit on October 15, 2026. Murray stated that the CRA Board has reviewed and approved this initiative, as well as the Soulsville Advisory Committee. Murray stated that all projects go through the advisory committee, which is important, and CRA has community-based tests. Murray stated that residents and stakeholders meet with emerging developers before they get approved with a redevelopment agreement and CRA does do compliance and hold developer's feet to the fire, but they also get to meet residents. Murray stated that CRA has not had any Code Enforcement issues, and that is due to the neighborhood involvement from the get-go. Murray stated that the request that John Zeneah had teed up, and that Mayor Young has directed CRA to ask the Board for $7 million in funding. Murray stated that CRA will run the program, but CRA does not have the $20,000 per unit to do that subsidy, so every unit that is created has a financing gap. Murray stated what CRA wants to do is use the Board's funding to meet that gap in the form of a $7 million grant. Murray stated that this would not be a PILOT. Murray stated that he does not know how this will be structured and recommended the funds be put in a separate fund that CRA manages and can put parameters in place, but this is the overall structure and what CRA is asking for.

Vincent Sawyer stated that Murray mentioned that there is going to be a financing gap which assumes the potential buyers, investors, or developers are going to need housing financing. Murray agreed that is a fair assumption, stating that the construction costs are likely going to be higher than the sale or the rental price, at least initially. Murray stated that for example, 150 homes have been built in Uptown in the 8 years he has been with CRA, and the houses were appraising for $80,000, but now they are appraising for $200,000 in Uptown because 150 Habitat for Humanity homes have been built, which created comps. Murray stated that what CRA wants to do for Soulsville is the same thing, create comps because a developer is not going to build a house unless they can make money on the back end. Sawyer stated that he wants to ensure there will be bank involvement. Sawyer stated that it is his understanding that a lot of land sits, including with the land bank, because of the inability to get title insurance, and banks will not proceed with lending money without title insurance, so Sawyer would like to know what measures CRA has taken to address that concern. Murray stated that this has been tried in two other districts and banks have been willing to do what it necessary for the lots that come out of the land bank or tax sale, because there are a lot of those properties in northwest Memphis. Murray stated that an additional $1,000 is paid to Chicago Title for the high-risk policy by CRA and that has been enough to assuage the concern that the lenders have. Murray stated that CRA also has a redevelopment agreement and things run through CRA due to that agreement, which gives lenders some confidence because in the redevelopment agreement, they are promised $20,000 plus the value of the property. Murray stated that they can take the equity and the grant and take that high-risk policy, which CRA pays for, and then queue it up for a close so that they are able to get their financing and move forward. Sawyer asked for confirmation that the CRA has a standing agreement with Chicago Title to provide a title policy with an ultra-hazardous risk endorsement that covers the tax sale day one or is it for a particular period of years. Murray stated that CRA has been able to get it for any period.

Murray stated that this initiative includes three commitments, first from this Board, then from the City of Memphis to help with maintenance and lot prep, Memphis Light Gas and Water (MLGW) to help waive fees, and then philanthropic dollars to possibly match whatever this Board puts in. Sawyer stated that his questions are because while CRA may have property is has been holding for years, the property that is still with the land bank is still on day one and he is a little fuzzy on how Chicago Title works with regard to the tax sale of properties are going to happen at the next tax sale. Murray stated that everything that CRA has, has already gone through the tax sale process and CRA has not run into any issues with any of the properties. Murray stated that CRA is getting 50 lots from the land bank. Sawyer asked if there would be title insurance on those 50 lots. Jackson stated that based on her experience, CRA has been very successful in learning how to manage issues that developers may experience when it comes to financing, so CRA is winning right now, and CRA covers the title insurance to lure developers. Jackson stated that the developer is not at risk because CRA is setting up clear titles in closing and having those conversations in advance with lending institutions so that they are aware and agree. Sawyer asked for confirmation that there are lenders in line. Murray confirmed, stating that CRA is constantly building the lending relationship and that traditional banks are tougher in dealing with emerging developers, but CRA has the CDFIs involved and they are in line with CRA and have become a key partner in financing a lot of the projects. Murray stated that some developers are accessing the investor pool and hard money loans through fraternity brothers, but CRA is working to try to overcome those financing barriers and has good partners with CDFIs. Murray went on to explain two developers that listed the projects they were developing for sale at the start of the project, which was successful, along with other examples of how these projects are sold by the developers and creating comps, but things really need to scale up in Memphis and be more like Nashville in terms of having a whole base of folks. Murray stated that there is a two-fold mission at CRA, one is to fight blight, and the other is to provide affordable housing, much like this Board, but CRA adds in a third part, which is to create generational wealth and that is why everything CRA does is very important and why 70%-80% of CRA's contracts go to small local developers that hire local contractors and the money stays in the district.

Councilwoman Janika White stated that she beleives she understands the structure proposed but asked how many units need to be completed and placed on the tax rolls before the Soulsville TIF generates enough increment to support the bond and how long is this anticipated to take. Murray stated the Municap did an analysis of how many units would need to be created, and essentially, the initiative needs $10 million of assessed value to get the tax revenues going and then be able to bond based on those. Murray stated that in a typical tax account financing bond, the developer or the developer's lender will hold that bond when it is issued, but in this case, there will be a bunch of folks so it will have to be sold. Murray referred to a case in Baltimore where Baltimore was able to go out with their massive TIF district and sell the bond on the market but had to show a track record to convince people to buy the bond. Murray stated that to answer Councilwoman White's question, the initiative needs $10 million in investment, which is why the range is 150-500, depending on how far CRA can stretch the $7 million investment. Murray stated that this is doable because CRA does not need the $10 million from the public and are asking others to invest to fill the financing gap and CRA wants most of the projects to be private investment, CFIs, or philanthropic investment.

Chairman Reid thanked Murray and Jackson for their presentation and stated that there are a lot of moving parts, and the Board will begin to lean on Board legal counsel and City Administration's legal counsel to determine the structure that needs to be followed. Murray stated that he is happy to work with Board's legal counsel and Trey McKnight. Murray stated that Monice Hagler is legal counsel to CRA and has been reviewing this initiative with the CRA Board and is a good resource to talk through this and really try to implement Mayor Young's 10,000-unit initiative. Murray stated that he does not want to speak for Trey McKnight but stated that they are really excited about this and it is not one of those things where CRA needs all $7 million tomorrow, but will be something that happens over time, but is the gasoline that is going to light the flame of getting the units produced. Murray stated that he has 50 entities in the pipeline, some already doing work in Soulsville, and they are ready to go. Murray stated that he is excited about this because he has been talking about Soulsville for 8-9 years and cracking that nut has been a challenge, and this is a creative, multi-layered approach to try to bring Soulsville something real. There were no questions or comments.

 Operations Report

Stephanie Bryant presented the Operations Report as follows:

A.    Review of Compliance Oversight for August 2026

Bryant reported as follows:

September 2026 Compliance Review for October 7, 2026 Board Meeting

1.      Under Observation:

a.                      The following PILOT properties remain in Under Observation status:

1.            Creekside Meadows (f/k/a Bent Tree): 379 units; 82% Occupancy Rate; 09.23.2026 Inspection: Other than the two fire damaged buildings, there is no major damage to the exterior of buildings. One of the fire damaged buildings does look to have had some renovations begin on some walls in the stairwell. There is one set of playground equipment that has been damaged that will need repair. I did note a water leak on property. One set of air conditioners has been damaged. Damage looks like it is from a vehicle.

2.            Emberly Apartments (formerly New Horizon): PROGESS- 878 units; Property is under construction; 66% Occupancy Rate (increase from 64%); Property is Under Observation as a condition of the PILOT approval in April 2025 and will remain Under Observation until construction is completed; 09.23.2026 Inspection: Exterior buildings are in good condition. Only some minor areas will need repair including some fascia and soffit. The rest of repairs and renovations will be needed inside of units. The grounds of the property look to be well-maintained. There are no major issues or concerns to be addressed at this time. The previously noted leak has been repaired. There were landscapers, tending to the grounds throughout property. Perimeter fencing is in good condition. There were security personnel at front gate and patrolling property during inspection. All playgrounds and common areas look to be maintained, basketball/sports court looks to be in good condition, and soccer goal was added to one of the greenways. There is a Red Door office on property.

3.            Residences at Lakeview: PROGESS- 827 units; 77% Occupancy Rate (Increase from 73%); 09.23.2026 Inspection: Renovations throughout property continue. I did note areas of stairwells that have been repaired. There was a crew working underneath second floor walkways. There are still some areas of soffit and underneath second floor landings that will need repair. Some balconies show signs of age. I noted a couple of boarded-up windows, but most windows have been replaced, and some glass doors have been replaced. All potholes on property have been filled. There are still some areas that could use resurfacing and striping. All large tree debris from storm has been removed.

Bryant reported that a 09.30.2026 rent roll submission now reflects a 69.1% occupancy rate.

4.            Timber Pines: PROGRESS-114 units; 84% Occupancy Rate; 09.23.2026 Inspection: There is one area of the drive that will need to be surfaced. Picnic table that remains is damaged. All other tenant benefits on the exterior have been removed. There is one broken window noted. The grounds of the property need to be mowed, bushes and trees need to be trimmed. Larger pieces of excess trash noted around dumpster container. Some excess trash was noted outside of a unit. May be due to an eviction.

5.            University Place II & III: STATUS QUO- 287 units (II=151 units, III=136 units); University Place II-65% Occupancy Rate, University Place III-71% Occupancy Rate. Awarded allocation through THDA Bond Announcement for Round 1; awaiting closing and commencement of construction associated with new PILOT implementation upon closing. 09.15.2026 Inspection: No changes to property since last inspection. There are still areas of buildings that have siding damage, fascia that need repair/repainting, some roofs that show signs of age, some damaged downspouts, and a leak is still present on property. The grounds need to be mowed, and there are still some downed trees on property since the recent storm.

2.      Compliance Concerns:

a.                      The following PILOT properties remain in Compliance Concerns status:

1.            Coronado Manor: STATUS QUO- 334 units; 79% Occupancy Rate; Property construction remains incomplete; 09.24.2026 Inspection: Some of the siding has been replaced on a building. There are still some buildings that have soffit, fascia, and stairwells that need to be repaired. One stairwell has been marked off for repair and occupied area of the property. There are still broken windows, mainly in unoccupied areas of the property. The two buildings that are supposed to be finished at this point look to be complete with exterior work and complete with most interior work as well. Excess trash is noted around dumpster containers.

3.       Notice of Non-Compliance:

a.                   The following PILOT properties remain in Notice of Non-Compliance status:

1.            Bridgeport Manor: STATUS QUO-636 units; 64% Occupancy Rate; Property closed PILOT Refinancing in March 2026. 09.24.2026 Inspection: No major change in the property since last inspection. I did not see any workers in the two buildings that were supposed to be working on. All units inside of these buildings remained the same down to studs; some need for broken windows to be replaced. There are still signs of siding damage on unoccupied areas of the property. There are still areas of soffit that need to be replaced/repaired. I did note a security guard patrolling during inspection. Occupied areas of the property have been maintained other than grass being overgrown and needing to be mowed and landscaping needs to be trimmed back.

4.      Legal Default:

a.                      The following three (3) properties were placed in Legal Default:

1.            Lakes at Ridgeway: NO PROGRESS- 374 units; 41% Occupancy Rate; Property has not completed construction, has made little progress, and has not attained 75% minimum occupancy standard since entering the PILOT program on 09.01.2024; PILOT Lessee has verbally stated that no funding is available to complete the project; Prior Refinancing that was approved by the Board in November 2025 has lapsed, as the lender has now withdrawn its commitment; Tenant benefits are not in compliance;  09.21.2026 Inspection: No major change the property since last inspection. I still noted several areas of siding that will need repair/replacement. Several buildings still have gutter damage, and some areas of fascia that will need repair. I noted some buildings with balcony damage. A few broke and boarded up windows around property. I did note 2 new leaks on property. One leak previously noted has been repaired. That is a total of four separate water leaks on property and there are a few downed trees that need to be removed.

2.            Reserve at Mt. Moriah: NO PROGRESS- 220 units; 26% Occupancy Rate; Property has not completed construction, has made little progress, and has not attained 75% minimum occupancy standard since entering the PILOT program on 05.01.2024; PILOT Lessee has verbally stated that no funding is available to complete the project; Tenant benefits are not in compliance; 09.21.2026 Inspection: No major changes to property since last inspection. I did note a manager and what looked to have been a maintenance crew member by the leasing office. There are several buildings that still have areas of siding that will need to be replaced/repaired. There are roofs that show signs of age and may need replacing. There are balconies that show signs of damage and will need repair. A couple of units have wall damage noted. Some missing and some damaged windows noted throughout property. Some of these windows have been boarded up. Areas of soffit and fascia damage noted. I did note large commercial dumpsters delivered to property.

3.            Stonegate Apartments: NO PROGRESS- 208 units; 48.6% Occupancy Rate; Property has not completed construction, has made little progress, and has not attained 75% minimum occupancy standard since entering the PILOT program on 09.01.2024; PILOT Lessee has verbally stated that no funding is available to complete the project; Prior Refinancing that was approved by the Board in November 2025 has lapsed, as the lender has now withdrawn its commitment; Tenant benefits are not in compliance;  09.21.2026 Inspection: Property still has several areas of repair needed. There are areas of siding that show signs of age. Some damaged and dirty gutters. Some damaged areas of fascia and a couple broke windows. Most of the drive have some surface repair needed and will also need striping. I did note one water leak on property.

b.                     The following PILOT properties remain in Legal Default status:

1.            Abington Apartments: STATUS QUO-384 units; 55% Occupancy Rate; Capex plan has been submitted and reflects majority of work to be completed by September 2026 with plumbing and mechanical work completion extending to August 2027; 09.25.2026 Inspection: No major change to the exterior building since last inspection. I still note buildings that have the same siding damage that need to be replaced/repaired. Some roofs on property still need to be replaced. I noted some areas of soffit damage. There are still a couple of boarded up windows around property. There are still some balconies that need to be replaced/repaired.

2.            Country View Apartments: DECLINE- 321 units; 46% Occupancy Rate; no Q4 2025 or Q1 2026 Occupancy Report submissions; Capex plan has been submitted and reflects majority of work to be completed by January 2027 with exteriors and balcony work completion extending to December 2027; 09.25.2026 Inspection: I was stopped by a tenant during inspection. It was an elderly man who said that he has been at the property for about two months and still does not have basic amenities, including a stove or some doors. He stated that he is working on moving out. There are no major changes nor renovations to the exterior condition of property. I did note crew members working inside of a unit. There are still buildings that show roof age and damaged gutters. Some buildings have dirty, damaged siding. There are some damaged windows still noted around property. One water leak noted on the grounds. Two of the leaks look to have been addressed. Several privacy fences need repair.

3.            Cedar Run: STATUS QUO- 416 units; Occupancy Rate unknown; property went through a foreclosure on March 10, 2026; 09.25.2026 Inspection: Property has done some repairs since last inspection, including repairing perimeter fencing. Leasing office has been moved to a vacant unit. Old leasing office has been tarped off for roof repair. There are still some units with boarded up windows. One damaged window noted. A couple of damaged gutters. Some buildings have missing siding. Some siding could use cleaning.

4.            Mill Creek: PROGRESS- 448 units; 50.4% Occupancy Rate (decline from 53.8%); 09.24.2026 Inspection: The areas of repair that were noted in last inspection have been maintained. There are still some areas of siding that need to be cleaned, repaired, and finished painted. I did note one stairwell that was marked off for repair. There are some roofs on property that show signs of age and need repair. Water leak present on property.

5.            Sterling Townhomes: STATUS QUO- 112 units; 0% occupancy; 09.22.2026 Inspection: No major change in the property since last inspection. I was able to get through property due to part of the perimeter fence being open and unsecured. I did note some areas of graffiti and illegal tire dumping. This is due to the perimeter fence not being secure. I did not note a crew on site during inspection. Most buildings on property will still need full renovation.

6.            Villages at Harrisson Creek: STATUS QUO- 374 units; 71.6% Occupancy Rate (decline from 75%); No progress has been made to the completion of this property; 09.24.2026 Inspection: I did note several crews working around property during this inspection. Some crew had ladders and were working on roofs and it looked to be gutters. Another crew was working around air-conditioning units. One crew was welding around the stairwells. I still noted some areas of fascia and gutters with slight damage. Some fascia just was missing fascia covering. I noted some units that still show mold issues. A landscaping crew was maintaining property during inspection.

B.      Bryant reported that the 2027 Annual NALHFA Conference has been scheduled for May 4-6, 2027 and will be held in Orlando, FL. Bryant stated that many Board members and staff attend this conference each year, and she will be sending emails to the Board to poll potential May 2027 meeting date alternatives to prepare the upcoming 2027 Board Meeting dates schedule and submission deadlines. 

There were no further questions or comments.

Finance Committee Report  

Cliff Henderson presented the financial results for the month ending August 31, 2026. After discussion,   

Howard Eddings, Jr. moved for acceptance of the Finance Committee Report for the month ended August 31, 2026, properly seconded by Courtnee Melton-Fant, and the motion passed unanimously after a proper roll call vote of the Board members.

Strategic Planning Committee Update

Cliff Henderson began by passing out a draft document handout that was described as a continuation of what the Board has been discussing since April 2026. Henderson stated that a concept was introduced around a business intelligence system and this concept has advanced from Microsoft Power BI, which includes information on properties, compliance data, crime-related data, utility information, and Code Enforcement, to what is being proposed today. Henderson stated that the Strategic Planning Committee has received an agreement that has been drafted by Dragonfly that has done a proof of concept of this business intelligence system, of which a link of the proof of concept has been provided to all Board members. Henderson stated that in April 2026, he requested $50,000 that was approved to be used to move forward with development around business intelligence, and that has not been used. Henderson stated that this is a proposal that includes a re-request for funding to include $52,500, which will start the development of this platform to be the first half of the first-year cost of the platform. Henderson added that he hopes that this can be stood up within the next few months on some of the basics.

Henderson stated that Buckner Wellford has recommended that the Strategic Planning Committee have outside counsel that is familiar with software agreements review the draft agreement with Dragonfly, in the best interest of the Board and the Committee is doing that now. Henderson stated that this is a custom platform that is being developed outside of the typical systems but gives the ability to configure and do things that will allow the Board analytical capabilities. Henderson stated that Stephanie Bryant's compliance reports could be within that platform along with other information that will be at the Board's fingertips while bringing new information such as utility data. Henderson stated that with this information, the Board will be able to hold developers accountable for energy efficient appliance upgrade commitments through the data of pre-PILOT and post-PILOT application utility data for a multifamily property. Henderson stated that if the Board thinks about the economics around what the Board does, this will provide the Board a much better ability to gauge how the portfolio is performing with a look at the entire portfolio, versus the bottom 5% that are going through severe compliance issues, and qualify what developers have actually committed to with tenant benefits.

Henderson stated that the developer is very cooperative in how the Board moves forward with this, so the assumption is that the agreement will be concluded within the next weeks' time, while also considering outside counsel's review. Henderson stated that Dragonfly is very familiar with Memphis public data and has shown the ability to draw insights and do things beyond just reporting, which will be a key capability that the Board will get in addition to the dashboard. Henderson stated that this agreement will allow the Board a 5-year period with Dragonfly, but the agreement also includes exit clauses after year one and year three to protect the Board. Henderson stated that Dragonfly is also in the process of seeking a grant that, if successful, Dragonfly will apply some of those grant funds to offset some of the cost to the Board. Chairman Reid asked if there has been discussion about what percentage of the grant would be applied. Henderson stated that there has not been a specific percentage determined but could be one third of the total cost over a 5-year period, and that Dragonfly wants to be a partner of this Board.

Chairman Reid stated that knowing all the information that Board staff collects, and all the paper pushing of that information, that this would help streamline that process and make that information more readily available. Henderson stated that he would like to see the ripples, and a lot of the factors that Bryant does today to pull together the Operations Report, that this will create a supporting system that will automate a lot of that work. Howard Eddings asked how the Strategic Planning Committee concluded that this is a need for the Board to make this kind of investment. Eddings stated that a cost of approximately $100,000 for the first year, and approximately $60,000 per year after the first year is a significant investment and asked if the Board is going to meet a real felt need by making this kind of investment and then push staff to use it, because certainly he would not want it to be put on the shelf after receiving it if Board and staff are not taking advantage of the value that is put into it. Henderson stated that if the Board and staff are not using it, then that is why there are exit clauses put into place to get out after the first year.

Henderson stated that his view is that the Board is sitting on so much data that it is not using and he believes this proof of concept has demonstrated the ability to use information that the Board has not seen before, but that information has been available. Henderson stated that the Board can also use this data when new developers apply to the program to determine what level of security should be mandated in certain areas because the Board would have access to the crime statistics of PILOT properties nearby. Henderson stated that this data will give the Board insights on how to proceed with a project during the application process, while also helping the Board track properties that are trending down over time. Henderson stated that there may be properties that are not on Bryant's radar, but this data would demonstrate those trends more quickly. Henderson sed the example of the David Shemano portfolio, stating that Shemano has asked the Board at prior Board meetings to "remember the good times", referencing when his properties were operating at a high level, and suddenly, his properties began to decline. Henderson stated that with this data, Board staff could have caught that decline more quickly with this platform in place and started asking questions more proactively and getting out in front of them. Henderson stated that the Board has access to a lot of information, but has very little staff, so this will give Board staff something to augment and give capability and he believes will add value, and for the Board, the Board will have the ability to go into the platform and see who is in the umbrella and if a property is showing decline, Board members will be able to see how that property is doing in other areas to determine if it is an isolated incident or something with the developer's portfolio that requires more concern. Henderson stated that if the Board considers the trend over the last five years, when a property gets into non-compliance, most of the time the property remains out of compliance for an 18–24-month period, which drains Board time and resources and created a lack of attention to other properties.

Eddings asked Board staff if they have thought about this as an opportunity and as a value add for the work they do every day. Stephanie Bryant stated that staff have thought through this, and in listening to the Strategic Planning Committee and seeing the proof of concept, Bryant stated that she believes this platform would allow Board staff to see trends that many times they already see happening, but staff does not always have the necessary information or data to support those trends, and this platform would change that. Bryant stated that this platform has the potential to bring in data that Board staff has not traditionally had direct access to, such as MLGW property utility data and crime statistics, which is data that could support what staff is seeing and be able to present to the Board. Bryant stated that while this platform will provide data to support trends staff sees, she believes it will help staff to see those trends more quickly and efficiently than what is in place today. Bryant stated that decline can happen quickly, in 30-60 days in many cases, but the Board staff only has authority to review the external observable conditions of a property, and this would provide information from other aspects of the property. Bryant stated that many times, staff learn of an issue through news media and must be reactive to that and ask the PILOT Lessee to submit information, but with access to more information to support what is being seen will be a benefit to Board staff.

Chairman Reid stated that one thing that has always caused him pause is when developers commit to energy efficient appliances and it is only in the Board's delegation of authority to review the external observable conditions, and the Board has not delegation of authority within the unit itself, zero, but this would help the Board see that if the developer says they are putting in energy efficient improvements, then those utility statistics and data will give the Board a glimpse into if the developer carried through and did what they committed to do. Otherwise, Chairman Reid stated that the Board is unable to determine if energy efficient improvements were completed because this Board has no authority to enter units. This utility data would provide a pre-PILOT application utility overview versus a post-PILOT application utility overview to confirm the commitment was followed, but if the Board is not able to see a change, then the Board will begin asking questions of the developer. Henderson stated that McKnight assisted in connecting the Strategic Planning Committee with Code Enforcement to get that information; Mike Humes has worked with MLGW as well as Memphis Police Department (MPD) in getting both organizations on board. Henderson stated that these organizations are all teed up and ready to pull in. Henderson stated that without the proof of concept provided by Dragonfly, he would not have the confidence to come before the Board and make this request, but because of the proof of concept, it showed what the capabilities are and that Dragonfly can deliver on this. Henderson stated that is why he comes before the Board today with confidence to make this recommendation and to view this as an extended program that would add capability to the Board. Chaiirman Reid stated that this is a wheel that gets built, and whether the Board uses the wheel or not will be on the Board, and if not, then there is an out is the Board sees it is not being used. Chariman Reid stated that so many times, the sentiment he gets from staff is that the Board is reactive, and this would provide an opportunity to see things and put guardrails around it and qualify what the Board and staff is seeing, and this would give the Board a tool to do that.

Bryant stated that the compliance step process was an effort to get towards this, but she believes it would revolutionize what Board staff does from an efficiency and data standpoint. Bryant stated that she has been a staff member of this Board for almost ten years, and she has been for this opportunity to work with other entities to be able to get this kind of data for the Board to really be effective. Courtnee Melton-Fant asked if the data that is coming from other entities is being cleaned and how these entities ensure the fidelity of the data. Melton-Fant stated that she knows that there are times when Code Enforcement data is dirty and there are mistakes in it. Henderson stated that this is something that the Strategic Planning Committee will be working through with the data requirements, and agreed that Melton-Fant is correct, that the Board can get access to the data, but what needs to be done to cleanse it or enrich it to make it work and make sure the Board has confidence in it. Henderson stated that it is one big hurdle when going through something like this, but much of this data should be publicly available already, so there will be a process of working through Memorandums of Understanding (MOUs) and things of that nature, but things are in a good place to do this. Henderson stated that he does not want the Board to be under the impression that this will be operational in 30-60 days and then everything is finished, but rather this is something that has iterations to it. Henderson stated that some things will be set up very quickly, like application data and the Committee can move forward with that information, but other things will require testing and a lot of back and forth with Bryant on things and certain data sources, and that is where the real work is going to take place.

Carpenter stated that when Henderson talks about iterations and once the Board has all this data and this is established, what will the Board do with the data? Carpenter stated that at the same time, the Board will need to think about different sanctions and so forth. Carpenter stated that to have all this information and impose it on the Lessee, and the Lessee does not respond, all that the Board can do now is to terminate the PILOT. Carpenter stated that as this grows and develops, the Board will have to figure out from an enforcement standpoint how to bring things full circle. Henderson stated that there is also power in developers being able to see how peer developers are operating and performing and basically gauge where they are relative to that. Henderson stated that this platform will allow the Board to see a lot more and should increase decision support and there should be greater expectations for the Board because this will provide the Board with something that allows those greater expectations, so this will put pressure back on the Board and the Board will have to be ready to operate.

Chairman Reid asked as information is fed in, who will monitor that information and how many different entities feed information to the platform. Henderson stated the right now, the data sources will come from MPD crime data, MLGW Utility data, Code Enforcement, and internal Board information. Chairman Reid stated that is sounds like this is controllable data and stats coming in, to which Henderson agreed. Mike Humes stated that there are already dashboards out there that the City has, so the information being pulled in is not unknown data that the public does not already have access to. Humes stated that the MLGW data will also not be drilled down to individual units, but rather by property and will calculate gas, water, and electricity usage on a square foot basis and compare it to other properties of like size. Humes stated that this platofrm will do the math on how energy efficient the buidling is, not by unit, as that is gurded information and that is now what the Board is looking for. Humes stated this MLGW data will allow the Board to have energy efficient grading by property. Henderson stated that his last comment is that when data like this is used, it must be interpreted, and Dragonfly knows how to interpret and this will bring to the table some analytical capabilities that the Board can tap into and as the Board evolves with this, Dragonfly will be there to support that and help navigate through that. There being no further questions or comments,

Cliff Henderson moved that the Board approve the initial development/start payment of $52,500 and authorize the designated subcommittee, with the support and review of outside counsel, to negotiate, finalize, and approve the Software Development and Services Agreement with Dragonfly, provided that the final agreement is materially consistent with the board-approved scope, economics, ownership, data, support, analytical services, term, renewal, and termination framework presented to the Board. I further move that the appropriate Board officer or authorized representative be permitted to execute the final agreement and any related documents following such subcommittee approval and counsel review. Howard Eddings, Jr. seconded, and the motion passed unanimously after a proper roll call vote of the Board members.

Cliff Henderson then moved for consultant services of Mike Humes to extend for three (3) months with the assumption that the Board is able to move forward with Dragonfly and begin working on data with MLGW, MPD, Code Enforcement and Dragonfly. Vincent Sawyer seconded, and the motion passed unanimously after a proper roll call vote of the Board members.

Mike Humes reported that Howard Eddings, Jr. brought attention to the Strategic Planning Committee about what was happening in Orange Mound with the public Wi-Fi network that was built. Humes stated that inside the mStreet agreement, the City must work with mStreet to identify 16 public connection points and the first one that launched was at the Orange Mound Community Center and Melrose High School Football Stadium on October 2, 2026. Chairman Reid asked if Humes is referring to huts. Humes stated no, that this is a public facing Wi-Fi system that will go into 116 anchor sites, which will include libraries, community centers, and gathering places throughout the city and is included in the mStreet agreement with the City, but the City must identify those 116 anchor sites, and this was the first one that was lit up. Humes stated that Mayor Young was there and spoke on how important this access is across the entire city. Humes stated that mStreet's agreement is that they cover a minimum of 85% of the city. Humes stated that the new national CEO of mStreet, Gus Chimos, was also in attendance as part of that announcement, and mStreet has hired a new local president and general manager, Adrian Kesler, was also there. Humes stated that he has connected with those individuals and has a meeting scheduled for next week. Humes stated that Kesler comes from a very strong fiber background and a lot of this happened quickly because of Chris Winton, the new COO for the City Administration, who also has a fiber background and has worked in that space before coming to the City Administration. Humes stated he has been involved behind the scenes with Protech, which did all on-site Wi-Fi build and wiring to light up the Wi-Fi network in Orange Mound. Humes stated that there is now a computer lab in the Orange Mound Community Center that provides after-school computer access to students, and there is now free public access inside the Melrose High School Football stadium. Humes stated that mStreet is back on track and bringing in people with fiber backgrounds that know what they are doing, and Chris Winton has now elevated this, along with Mayor Young and one of the number one priorities is to make sure this $850 million investment from Meridiam happens.

 New Business

There was no new business.

Chairman Reid stated that the next regular meeting of the Board is scheduled for Wednesday, November 4, 2026 @ Noon. There being no further business, the meeting was adjourned by the Chairman at 1:51 p.m. CT.