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, September 3, 2025

The regular meeting of The Health, Educational and Housing Facility Board of the City of Memphis, Tennessee (the “Board”) was held pursuant to public notice published in The Daily News on Wednesday, August 27, 2025, simultaneous posting to the Daily Memphian website at: www.dailymemphian.com, and the public notice was continuously published on the Board’s website at: www.memphishehf.com. The published meeting time was 12:00 Noon. The meeting was held in the conference room in the Board offices, located at 65 Union Avenue, Suite 1120, Memphis, TN 38103.

The following Directors were present:

Daniel T. Reid, Chairman                               Monice Hagler              

Buckner Wellford                                                          Cliff Henderson

Howard Eddings, Jr.                                                    Vincent Sawyer

Courtnee Melton-Fant

Staff and others attending: Trey McKnight, Stephanie Bryant, JP Townsend and Nikki Abraham; Charles E. Carpenter and Corbin I. Carpenter, General Counsel; Katrina Shephard (Zoom) and Garrison Green (Zoom), legal assistants to General Counsel; Cheryl Hearn, Deputy City Attorney.

Also participating in person and/or via remote Zoom virtual platform were Berkeley Burbank of Alco Management, Inc. representing Ridgecrest Apartments; Frank Stockdale Carney, Esq. of Evans Petree Law Firm, Mendel Fischer, Shrage Marasow, and Neil Knopf, all representing Bridgeport Manor and Coronado Manor; Dexter Washington and Luretha Phillips of Memphis Housing authority (MHA) representing Crockett Park Apartments; Michael Finch of MLK50; Austin (A.T.) Harrison, Christine Fox, Joni Kaney, Markayla Love, La Francine Bond, and Jan Kidder of Memphis Interfaith Coalition for Action & Hope (MICAH); Simeon Ike of Greater Memphis Housing Justice Project; Aerial Ozuzu of Community Foundation of Greater Memphis;  Shirley Bondon of the Black Clergy Collaborative of Memphis; Michael Peeler; Mike Humes; 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 3, 2025 @ Noon as an open public meeting in its conference room located at 65 Union Avenue, Suite 1120, Memphis, Tennessee 38103.

Chairman Reid stated supplemental Board meeting materials could be accessed on the Board’s website: www.memphishehf.com and reminded all attendees participating via remote access to enter their name and affiliated entities into the Zoom platform for record keeping purposes.

Public Comment

Chairman Daniel Reid opened the floor for public comment and advised that all comments should be limited to two (2) minutes per speaker.

There was no public comment.

Approval of Minutes

Cliff Henderson moved for approval of the Minutes of the August 6, 2025 Regular Meeting, which was seconded by Vincent Sawyer and the motion passed unanimously after proper roll call vote of the Board members.

Attorney’s Report

Charles Carpenter presented the legal report, as follows:

1.      Carpenter reminded the Board of his previous report of a non-judicial foreclosure sale in connection with a PILOT property:

a.      Sunrise Villas Apartments: Carpenter reported that this foreclosure took place on June 27, 2025 and Fannie Mae was the successful purchaser of Sunrise Villas. Immediately following that completed foreclosure, the attorneys for Sunrise Villas filed a temporary restraining order and injunction. The matter was heard on Friday, August 1, 2025 and the injunction was dissolved, so the foreclosure proceeded forward and Fannie Mae is now the owner of the property. Carpenter stated that his Firm is working with legal counsel pursuant to the policies and procedures of the Board to maintain the Project in the PILOT Program. Carpenter reminded the Board that a primary lender in a foreclosure situation can succeed to the PILOT program, and that is what Fannie Mae has opted to do in this case. Carpenter advised that Fannie Mae will set up a structure, typically through a holding corporation, until the property can be marketed and sold to a qualified purchaser. Carpenter advised that Baker Donelson Law Firm is the local legal counsel for Fannie Mae and his Firm will work with Baker Donelson Law Firm and Fannie Mae through this process and report to the Board as it continues.

2.      Carpenter reminded the Board of his previous report of one (1) new lawsuit regarding the Mason Village Apartments PILOT property filed by one of its tenants and the lawsuit is pro se, meaning the tenant filed it on her own behalf. Carpenter reported that the Board was sued in addition to the management company and the matter was set in General Sessions the week of August 4, 2025. Carpenter reported that he appeared on behalf of the Board at that time, and the tenant indicated that she wanted to hire an attorney, so that matter has been reset for September 23, 2025 at 10:00 am CT. Carpenter stated his Firm has advised the tenant as well as the judge of the Board’s statutory immunity in Tennessee Law based on the fact that it is serving as a public function on behalf of the City of Memphis, and he expects the Board to be dismissed at the next setting. Carpenter advised that his Firm has not been contacted by an attorney for the tenant yet, but once that happens, his Firm will also advise the attorney of the Board’s statutory immunity, and the matter will be handled in the normal course and the Board and his Firm will have no further involvement other than monitoring the matter going forward. Carpenter advised that this will not prevent the tenant from proceeding with her claim and the immunity is only for the Board, not for the PILOT Lessee or the management company. Carpenter reminded the Board that Mason Village Apartments was in the news several months ago because of declining property conditions, including excess trash and some other issues, and ownership changed management companies. Carpenter stated that it appears the new management company has corrected those issues until this lawsuit came up, but his Firm will be in communication with the PILOT Lessee in order to continue monitoring the situation and keep the Board advised.

3.      Carpenter reported on the fire damages that occurred at Sterling Townhomes, stating his Firm received a “MUST NOT BE OCCUPIED NOTICE” from the City of Memphis, and that notice was shared with the PILOT Lessee and management company. Carpenter reported that his Firm later received a “NOTICE OF CONDEMNATION HEARING”, which was scheduled for August 28, 2025 for this same property. That notice was also shared with the PILOT Lessee and management company. Carpenter reminded the Board that Sterling Townhomes was just recently brought into the Board’s PILOT program earlier this year in 2025, and internal compliance inspector has been to the property to observe the fire damages, which were the result of several fires, with the most recent fire creating the most damage. As this PILOT property is new to the program, there are some issues, but the project is still in the construction phase and working through these challenges. Carpenter advised that the preliminary investigation shows that there may have been arson involved, and as a result, the management company, Multi-South Management Company, encountered some issues with the insurance carrier, and so the property has been left in the damaged condition as the insurance carrier conducts a separate investigation, which is what attracted Code Enforcement, prompting the “MUST NOT BE OCCUPIED NOTICE” and “NOTICE OF CONDEMNATION HEARING”. Carpenter stated that this is a matter of first impression for the Board, and the ownership has filed an appeal, thereby suspending the administrative condemnation hearing, and the matter has been transferred over to the Environmental Court. Further, Carpenter advised that his Firm has not yet proceeded with the issuance of Notice of Legal default as his Firm has been communicating with the management company, and he has been advised that there is some ongoing cooperation now with the insurance company, and as soon as ownership and management can confirm that the insurance company has completed its investigation, the plan is to immediately clean up all the damaged fire debris at the property and get the property back into good standing. Carpenter advised that he anticipated a complete report at the Board’s October 1, 2025 Board meeting, and that the condemnation proceeding has been adjudicated and dismissed. Carpenter stated that his Firm will keep the Board advised as the process moves forward.

4.      Carpenter reported that his Firm has been monitoring the Shelby County PILOT Ad Hoc Committee on behalf of the Board and reported that the original authorization for the PILOT Ad Hoc Committee expired on August 31, 2025. Carpenter reported that based on public disclosures, that the plan is to seek a reauthorization, which should take place this week, and there will be a press conference on Friday, September 5, 2025 to announce two (2) public engagement hearings that would take place on September 20, 2025 and October 11, 2025 at separate locations to get the public involved with the PILOT Ad Hoc Committee. Carpenter stated that his Firm has not seen any reports or any other information that this PILOT Ad Hoc Committee has produced, but he anticipates as the Committee moves forward, the community would advise them what their plan is and what the objectives would be. Carpenter stated that as additional information is made available, his Firm will communicate that with the Board. Cliff Henderson asked how long the original authorization was for, to which Carpenter replied one (1) year. Carpenter stated that the PILOT Ad Hoc Committee began operating for several months prior to the Board or his Firm were advised of the Committee, and the Committee had been speaking with the Shelby County Assessor's Office and Shelby County Trustee, and the Committee has formulated different opinions and positions about the PILOT programs. Carpenter advised that in Shelby County, there are approximately ten (10) different entities that have the authority to issue PILOTs, and each entity is not the same and each entity has different policies and procedures of how their respective PILOT programs are administered.

5.      Carpenter reported Bond activity for the month of August 2025 as follows:

a.       Carpenter reminded the Board of its approval of the Bond Inducement Resolution for the Hospitality Hub- Hub North project at its July 9, 2025 Board meeting and reported that the TEFRA Hearing has been completed and the project has timely submitted to Tennessee Housing Development Agency (THDA) for consideration in Round Two for a Low-Income Housing Tax Credits (LIHTC) allocation. Carpenter stated that he anticipated awardees to be announced in the coming weeks, as projects that are allocated these credits have to close before December 15th of each year.

b.      Alco Management Inc. has three (3) properties that have been approved through Tennessee Housing Development Agency (THDA) for Low-Income Housing Tax Credits (LIHTC):

                                                              i.      Hilldale Apartments: Carpenter reported that Hilldale Apartments was approved at the Board’s August 4, 2025 Board meeting for a Final Bond Resolution and is working toward closing that transaction.

                                                            ii.      Ridgecrest Apartments: Carpenter reported that Hilldale Apartments is on the Board’s agenda today for a Final Bond Resolution.

                                                          iii.      Surrey Apartments: Carpenter reported that Surrey Apartments is anticipating inclusion in the Board’s October 1, 2025 Board meeting for its Final Bond Resolution.

c.       Carpenter reported at that Board’s July 9, 2025 Board meeting, in anticipation of Round Two allocation through THDA, the Board approved a Bond Inducement Resolution for Hospitality Hub-Hub North. Carpenter reported that the TEFRA hearing has been completed, and the applicant is moving forward with their submission to THDA for Round Two consideration, which is ending on August 11, 2025.

6.      Finally, Carpenter reported Bond activity for the month of August 2025 as follows:

a.       Carpenter reported that the Hospitality Hub-Hub North project has filed an MHA PILOT Application to the Board and if the project is successful in receiving THDA LIHTC allocation in Round Two, the project will move forward with the MHA PILOT application to be considered by the Board at an upcoming Board meeting. Carpenter reminded the Board that typically, both the Bond and PILOT transactions are closed at the same time.

b.      Carpenter reported that a PILOT Term Extension Application for John Madison Exum Towers has been submitted to the Board for consideration and will be placed on an upcoming Board meeting agenda. Carpenter advised the Board that John Madison Exum Towers it approaching its ten (10) year PILOT Term expiration, and reminded the Board of the revised delegation of authority passed by Memphis City Council in August 2018 that allows the Board the authority to extend a PILOT Term for ten (10) additional years, for an aggregate term of twenty (20) years, and this application is a result of the revision in delegation of authority and is eligible for a 10-year PILOT Term extension consideration.

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

 Action Items-

1.      Final Bond Resolution for APP Ridgecrest Partners, L.L.L.P. (d/b/a Ridgecrest Apartments)

Berkeley Burbank entered the meeting.

Charles Carpenter introduced this agenda item reminding the Board that this property was induced by the Board and has been awarded THDA 4% LIHTC. Carpenter reminded the Board that this property has also been approved for a PILOT. Carpenter reported his Firm has been working closely with the working group, the applicant has submitted the bond documents, and his Firm has reviewed them and approved them as being in substantially final form and in compliance with the Board’s policies and procedures and would recommend approval. Carpenter introduced representatives in attendance and invited them to make further comment regarding the Project. Berkeley Burbank thanked the Board for its support and stated the working group is looking to close this transaction, both bond and PILOT, prior to the December 15, 2025 deadline. Burbank stated this is going to be a great development and a project that is an important property in the City and Alco Management Inc. appreciates its continued work with the Board. There being no further questions or comments,

Buckner Wellford made a motion to approve the Final Bond Resolution for APP Ridgecrest Partners, L.L.L.P. (d/b/a Ridgecrest Apartments). Vincent Sawyer seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Berkeley Burbank left the meeting.

2.      Status of PILOTs in Legal Default:

Frank Carney, Mendel Fischer, and Neil Knopf entered the meeting.

Charles Carpenter introduced this agenda item, stating that attendees for Bridgeport Manor and Coronado Manor include Mendel Fischer, representing the PILOT Lessee, Neil Knopf, who deals with the construction and acts as the regional manager for the portfolio, and Frank Carney, legal counsel to the PILOT Lessee. Carpenter reminded the Board that this PILOT Lessee’s portfolio was discussed in depth at the Board’s August 6, 2025 Board meeting, and three (3) properties were to remain in Legal Default status: (i) Bridgeport Manor, (ii) Coronado Manor, (iii) Watkins Manor. Carpenter reminded the Board that Watkins Manor is not included in today’s agenda for an update because the Board voted to allow additional time for the PILOT Lessee to address certain challenges and will report a status update to the Board for Watkins Manor at the Board’s November 5, 2025 Board meeting. Carpenter stated that the PILOT Lessee is on the agenda today to review the status of the PILOT Refinancing previously approved by the Board for Bridgeport Manor, and a status update on construction completion and occupancy progress for Coronado Manor, and any other outstanding issues that need to be addressed by the Board to make a determination if the properties remain in Legal Default status, or if some other disposition would be recommended. Carpenter turned the meeting over to representatives in attendance for additional comments and status updates.

a.      Bridgeport Manor

Frank Carney began by thanking the Board and stating that the issues at Bridgeport Manor have been addressed. Carney stated there were some trash issues that have now been resolved, and the trash is now picked up once or twice a week, and during the interim times trash is being collected but management who is working hard in that regard. Carney stated there are no further issues on construction. Carpenter asked JP Townsend to report his observations to the Board. Townsend stated that, as previously reported, the occupied areas of Bridgeport Manor have been maintained, and ownership and management continue to make improvements to the tenant benefit common areas including the playgrounds and common sitting areas. Townsend stated that during his last inspection, he noted that the decorative brickwork along the sidewalks has now been repaired, but there are still many buildings that remain unoccupied and remain in need of various levels of renovation internally, as well as externally to address the occupancy rate issue.

Carney stated that the PILOT Refinancing Application that was approved by the Board at its June 4, 2025 Board meeting is with Santander as the lender, and that is in process. Carney reported that Santander representatives are to conduct a site visit to Bridgeport Manor on September 17, 2025, which he anticipates will proceed to the closing of that refinancing loan. Carney stated he had sent a letter to Carpenter today from Santander and Carpenter asked Carney to provide a hard copy of the letter to Board staff for distribution to Board members for their review during this discussion.  Board staff made copies of the letter and handed those out to the Board, Legal Counsel, and remaining staff members.

Buckner Wellford asked if this will be the first site visit performed by Santander. Mendel Fischer advised that it was not, and that when ownership originally received the term sheet for the loan, all third-party reports had already been done, and this will be the final walk-through on September 17, 2025. Fischer stated the lender is based in New York and it was challenging to find a mutually agreeable time for the final walkthrough to be performed. Fischer stated that he anticipated the lender will be able to close the refinancing loan within a month following this final walkthrough on September 17, 2025. Fischer stated that the loan with the current lender matured on September 1, 2025, and he proposed that ownership could get another bridge loan until the refinancing loan is closed with Santander, but he knows that it will require authorization from the Board.  Fischer stated he does not want to use the approval by the Board for the Santander refinancing on a bridge loan to get through the process and is requesting additional authorization from the Board to consider a bridge loan in the interim. Fischer stated this would be a tremendous benefit to the property, and he has contractors ready to proceed with this phase of construction and all materials are there, but the property needs the funding to move forward. Fischer stated that as for the Legal Default status of the property, that the property is not actually in Legal Default because the occupied areas of the property has had very good success, so he is requesting is for the Board to authorize him to get a bridge loan for the period of time before Santander is able to close the refinancing loan on property. Fischer stated that Santander is a commercial bank and dealing with rates in today’s environment and rates are trending down, so that it will be a loan that he is going to stick with for a long time, and not looking to exit that loan a year down the line, and he will sit with that for the best rate and whatever it costs to close the loan. Fischer stated that he is working under the pressure of the current lender and the Board to get the refinancing loan closed, so he has produced this mechanism of a bridge loan that may be an opportunity for ownership and he will ensure is does not hurt the refinancing loan with Santander, of which approval has already been granted by the Board.

Wellford asked if the construction completion is completely tied to the refinancing, to which Fischer stated yes. Fischer stated that ownership has already invested over $1 million into this project and does not want to start and stop the construction work that remains, but rather complete all units, which can be accomplished in 6-7 months following the receipt of the refinancing proceeds. Wellford asked what the reason was that the refinancing could not be closed in August 2025. Fischer stated that the biggest problem is that although he received approval for the refinancing form the Board at the June 4, 2025 Board meeting, this is a $32 million loan in Memphis, TN from a conventional bank and is not a Fannie Mae or Freddie Mac loan, and it is not the easiest to obtain. Fischer stated that because his group is a good sponsor and has obtained refinancings for his other properties in Memphis, TN from conventional banks, and this is the last property to be refinanced, and the largest project, that has non-conventional financing bridge funding and it is just taking its course. Wellford stated the reason he asks this is because at the Board’s August 5, 2025 Board meeting, the minutes state the following:

“Fischer stated that the property’s current loan was due to expire on August 31, 2025, but he was provided an extension to September, but he is doing everything he can to get the refinancing closed in the month of August 2025. Bryant stated that based on that update, staff’s recommendation is that Bridgeport Manor remain in a Legal Default status and report back to the Board at the September 3, 2025 Board Meeting to provide a status update on the refinancing, and the Board would determine next steps based on that report... Carpenter stated that nothing happening today would delay the PILOT Lessee’s interaction with the lender in order to get the refinancing closed. Carpenter stated that by the Board’s September 3, 2025 Board meeting, this refinancing should be closed and moving forward toward construction completion, but if not, the Board would be looking at a different situation.”

Wellford stated that these statements made are why he asked the direct question, but Fischer did not provide a direct answer to that, and that is a concern. Fischer stated that to address Wellford’s concern, ownership could not close the refinancing because Santander wants to perform a site visit, which is now scheduled for September 17, 2025. Fischer stated that at the end of the day, this is a large property, there are approximately 400 tenants living there. Carpenter stated that Wellford is correct and that this has been an ongoing challenge that even Fischer admits goes back to 2024, and one of the reasons the property is in Legal Default status is because of the occupancy. Carpenter reminded the Board that under the Board’s PILOT policies and procedures, occupancy rate is measured by the entire project and total number of units, not by other metrics, and this property has a total of 636 units, so the Board is looking at over 200 units that have not been completed, therefore is not in compliance with the Board’s policies and procedures. Carpenter stated that of the seven (7) properties included in this PILOT Lessee’s PILOT portfolio, three (3) properties are in Legal Default Status, while the others have improved conditions and are included in lower levels of the Board’s compliance oversight, as determined at the Board’s August 6, 2025 Board meeting. Carpenter advised the Board that this is the first that he has heard of this interim financing and received this letter that has been provided by Carney, but the letter provided does not indicate interim financing, but in fact states that the refinancing loan is in the last stage of underwriting and may take a couple of months in order to complete that.  Carney stated the letter provided is from Santander concerning the refinancing loan and is not associated with the bridge loan proposal made by Fischer. Fischer confirmed this. Carpenter stated that the letter is addressed from Eastern Union Funding. Carney stated that the letter is from Eastern Union Funding, who is the broker for Santander on the refinancing loan. Fischer stated he wants to ensure the Board that he intends to close the originally approved refinancing loan with Santander, but he is asking for the Board to authorize him the opportunity to get bridge financing until the Santander refinancing loan closes and confirming that he is not asking to refinance the property with another bridge loan. Carpenter asked what the status of the bridge loan. Fischer stated there is a company out of New York that he knows very well and has done business with in the past, and he reached out to see if a bridge loan was something this company would entertain, and they said it is a possibility. Fischer stated that a bridge loan makes sense because he has closed conventional loans in other areas, and those loans took over seven (7) months to close. Fischer stated this is a loan for a property in Memphis, TN where he is bringing in a bank that does not necessarily do much business in this area, and they are willing to come for the sponsor, and that is a very big thing for the bank and for him as an owner, and that gives ownership strength to really hold out long term and have the right visibility on it, but it just takes more time. Fischer stated the bridge loan is an idea for the interim because he has pressure from his existing lender and from the Board, but he also stated that the current lender, Oakhurst, is willing to give him a sixty (60) day extension and keep the loan status quo, but that will not give ownership the funding necessary for the next phase of construction.

Wellford asked if part of this is waiting to see whether interest rates drop. Fischer stated it is not, but he is going into a five-year commitment, and it is millions of dollars of difference, and it is a very big factor. Wellford stated that is sounds like the can could continue to get kicked down the road and he does not want to be looking at this in November and keep hearing about a bridge loan that the Board does not know the details of, but the actual refinancing is probably going to be pushed to early next year 2026. Wellford stated that without some urgency with it, locking down the refinancing just seems to be necessary to complete the construction needed to complete the project. Wellford stated that when the Board hears things, it takes them seriously and if this PILOT Lessee cannot meet a timeline, the Lessee needs to communicate that because it is a concern when that happens. Fischer stated that to the point of urgency, he is paying 12% today and Santander is 6% and it is a financial burden of $150,000 difference, and that money could have gone into the project, but it is unfortunately how these banks go, and he started this back in April 2025, received approval from the Board in June 2025 and the bank is underwriting as if the property did not have the PILOT so they are crossing all t’s and dotting all I's, and it just takes its course. Fischer stated the only reason a bridge loan came up was because the loan matured and he did not wat to go spend more money on the existing loan, especially if the refinancing closing takes more than 60-days. Wellford stated he does not know why the Board did not hear this last month. Fischer stated that a bridge loan was not offered, the current lender did not offer more money, and it is still in between, and he has not signed an extension.

Carpenter asked Fischer to articulate what it is today that he is requesting of the Board so that the Board can consider if that is reasonable or not. Fischer stated that the current refinancing approval is for the conventional loan with Santander, which should close in the next 30-60 days, but in the interim, since he has already been granted approval for a refinance, if there is something he can do in the interim with another bridge loan lender, could the Board give that authorization today so that he does not have to come back before the Board and receive additional approvals for interim financing before the Santander loan closes. Carpenter asked how this would affect the construction schedule that has been previously submitted to the Board. Fischer stated that the construction schedule does not begin until 30 days after funding is received, so if he receives authorization for a bridge loan today, he would be able to start construction sooner.

Carpenter stated the challenge for the Board is that it has been here before and has approved closing extensions and at some point, there is no more runway and things either need to take off or be shut down, and this situation is there at that bubble, which is why the Board is trying to establish a timetable. Carpenter stated that the Board understands the mechanics of what needs to happen at its end, but it needs to make sure that Fischer as the PILOT Lessee understands the logistics of what needs to happen from the Board’s perspective. Fischer stated he is ready to get construction completed and the timetable that was submitted was because he knew he had financing in place that would be contracted in 6-7 months, but if the loan is not closed, we are moving into October, which is a tougher month for him, but if the interim financing or the Santander Loan does not close until the end of October, he is willing to start doing construction because he needs the units anyway to start renting them. Fischer stated that he will not spend $5 million in one day, but he will start putting units out and is willing to go for a certain timetable.

Vincent Sawyer stated that he remembers requesting assurances that the loan proceeds were going to be spent on the unfinished units and asked if that information had been presented in the form of a construction schedule. Stephanie Bryant stated that a construction schedule was provided prior to the August 6, 2025 Board meeting, and the refinancing application states that ownership is refinancing the completed units to fund the construction and completion of the unoccupied units. Bryant reminded the Board that this project has previously been approved for a PILOT Refinancing at the Board’s June 7, 2023 Board meeting, and then received several closing extensions, but the loan was never able to be closed, so this refinancing application approval being discussed today is a second attempt at a refinancing for this property, which was approved by the Board at its June 4, 2025 Board meeting. Bryant stated that the Board has already encountered challenges with a refinancing closing for this project. Bryant stated that from a staff perspective, one of the main concerns has been lack of communication, and there again has been no communication concerning the idea of a bridge loan and no communication concerning the current refinancing status since the Board’s August 6, 2025 Board meeting. Bryant stated that lack of communication has been addressed with this PILOT Lessee and his team both in staff meetings with the Lessee and in Board meetings multiple times previously. Bryant stated that without communication, staff is unable to properly review and consider information to advise the Board, as is its purpose, and because of those facts and circumstances, staff has no clarity and cannot advise the Board of the proposal of any bridge loan because today during this meeting is the first time Board, staff, or legal counsel has heard about this proposal. Fischer stated that the bridge loan proposal is something he asked Carney to advise him on because it was not necessarily available, and he knew he would be able to work something out with his current lender. Fischer stated a bridge loan is not necessarily in his best interest but would speed up the time for construction. Fischer stated that if Santander cannot close the refinancing loan in the next 60 days and the Board is not satisfied with that but is willing to it, then he will appear before the Board at the November 5, 2025 Board meeting and hopefully by then the loan is closed or construction is started, but the idea of the interim financing was really just something if he needs it, but he does not necessarily want to spend that money because it costs money to originate a loan. Fischer stated that is why he has found a guy that will do a no prepayment, but if he can work with the current lender who wants a little more money, it will still be cheaper, but he still will not be able to start doing construction. Bryant stated that her concern is that Fischer is asking the Board to provide an approval on something that they have no information on, so this is a request based on what-ifs, and from her perspective it seems unfair to ask that of the Board without having provided additional information and facts to support the request. Bryant stated that she does not speak for the Board and is only offering her perspective of this request as a staff member, and this decision is ultimately a Board decision. Fischer stated that the request was just because he needs an approval from the Board to do anything with financing and is making the request in case it is needed. Fischer stated that he does think that he has made progress since working with the staff from March 2025 to now and he and his team understand through these efforts, and he wants this to be successful.   

Vincent Sawyer asked for confirmation that the Board had previously been provided assurances that proceeds were going to be used for this property only. Bryant explained that the Board had previously been provided those assurances at the time the PILOT Refinancing application was approved at the Board’s June 4, 2025 Board meeting, but the term sheet on that loan has expired. Bryant clarified that the loan was only for this property and did not ever include proceeds to be used for any other property in the PILOT Lessee’s portfolio. Carney stated that the purpose of the letter provided was to show that loan terms are still active under that term sheet provided with the PILOT Refinancing application. Chairman Reid stated that the letter provided to the Board today gives him no comfort. Wellford agreed, stating that the letter did not seem very specific to him either. Wellford stated that in the past, he has asked Carpenter why the Board must approve refinancing loans for PILOT properties, and he was told it is to ensure that ownership does not take all the equity out of the property to the detriment of the property and its ongoing operations. Carpenter agreed. Wellford stated that with that reasoning in mind, and although this is irregular and the Board does not have details on any bridge loan, that is not a big concern for him as one Board member because this owner is very financially vested in this property and he believes Fischer is trying to get the refinancing closed, but whether the lender closes is another question. Wellford stated that what is not acceptable is just to wait for another six months and let this play out on a month-to-month basis. Wellford stated that if there is a way to formulate a motion to approve a short-term bridge loan up to a refinancing for a specified period of time, possibly 90-days, but also condition that on submitting a revised construction plan that will shoe some tangible result, some level of new construction activity over that specified period of time and then revisit this at the next meeting. Cliff Henderson stated that he is not as concerned about a bridge loan, and if that is a lever that ownership can pull, then great, but his main concern is the risk to the Santander loan. Henderson posed the question to the Board, did the Board underestimate the time needed to close the loan package, and then the knock-on effect with the construction. Henderson stated that he does feel there is additional risk with Santander not closing the loan package yet, but he does not feel the Board needs to take drastic action right now and should let the site visit take place with Santander representatives on September 17, 2025. Henderson stated that he does not anticipate the refinancing loan to be closed by the Board’s October 1, 2025 Board meeting, but questions if the loan can be closed by the Board’s November 5, 2025 Board meeting and then the knock-on effect with the construction schedule as we move into later months with weather challenges. Henderson stated thinks the PILOT Lessee muddied the water with the bridge loan, and he thinks the PILOT Lessee was trying to be transparent to an extent, but to Bryant’s point, it would have been nice to know that the refinancing loan had not closed prior to today’s meeting. Henderson stated that if the PILOT Lessee is able to get the bridge loan without it counting against the refinancing loan with Santander, then he would be comfortable with that motion, but he would like a firm line with Santander and then an understanding of the knock on effect with construction, and ensure that with any motion, the Board allows a reasonable amount of time for Fischer and his team to get this done. Wellford asked for clarity, because it was his understanding that some elements of construction could be started with a bridge loan. Fischer confirmed that but stated that the proceeds from a bridge loan would not be as high. Wellford stated that if the Board can get some tangible start to construction along with approval of the refinancing of the bridge loan, why would the Board not want to consider that element to get some action. Wellford stated he agrees with Henderson’s comments, but he believes that the Board should condition the approval of a bridge loan on the submission of a construction plan that the Board can react to that goes along with the approval of the bridge loan through November and gets something done. Howard Eddings, Jr. stated that this should not be an issue unless there is a no start on the construction side with the primary lender. Fischer stated that is not the case. Sawyer asked if Board staff and legal counsel is confident with the assurances that any loan proceeds will be put back into the property and asked for confirmation that all PILOT payments have been paid. Bryant stated that this PILOT Lessee has, throughout past refinancing on other properties in the portfolio, put proceeds back into the property and not repaid owner equity up to this point. Bryant also confirmed that all PILOT payments have now been paid.

There being no other questions or comments,

Buckner Wellford made a motion for Bridgeport Manor to remain in Legal Default status and to approve some form of short-term financing through the end of November 2025 pending submission of a construction plan to be submitted no later than September 24, 2025 that will outline what elements of construction can begin between now and the end of November 2025, construction should begin during this timeframe, and that a report is provided to the Board at the October 1, 2025 Board meeting by PILOT Lessee’s legal counsel concerning the nature of the construction plan and the PILOT Lessee would appear before the Board at its December 3, 2025 Board Meeting. Cliff Henderson seconded, and the motion passed unanimously after proper roll call vote of the Board members.

Note: The PILOT Lessee is not being asked to report at the October 1, 2025 Board meeting due to the PILOT Lessee's observance of Yom Kippur and will be allowed to be represented by legal counsel at that meeting.

b.      Coronado Manor

Carney turned the meeting over to Neil Knopf to provide an update to the Board on the construction progress for Coronado Manor. Knopf stated that construction at this project has now been completed, and on the unoccupied buildings there are minor items remaining that need to be completed that traditionally take place with the turn of the unit, which is performed by management’s in-house crew, but the construction project has been completed and clean-up has been taken care of. Knopf stated that the parking lot has been addressed, all interior items have been completed, a playground has been added, soffit and fascia issues have been taken care of, brickwork has been done, and the property is looking really good. Townsend asked for confirmation that construction has been completed both internally and externally for all buildings, to which Knopf responded yes. Knopf stated the items that remain outstanding are items that management puts in place at the time a tenant moves into a unit, such as HVAC condensers get installed as tenants move in to prevent theft, but overall, all other items have been completed. Townsend stated that he can confirm from his observations that work has been completed on most of the exterior, brickwork has been repaired, drives have been resurfaced and striped, and the gate has been completed. Townsend stated that security is an issue at this property, but security personnel are always present at this property. Townsend asked representatives if the laundry facilities have been completed and operational. Knopf stated that construction has been completed, but the facility is not operational and is awaiting third-party equipment to be delivered in order for the facility to be operational. Townsend asked if Knopf has been provided with a deliver date for the equipment, to which Knopf responded that the vendor has previously provided timelines that they have not kept with, and ownership has gotten attorneys involved to prompt delivery and the company has delivered the equipment to other sites so ownership is continuing to pressure the vendor in order to get equipment delivered to Coronado Manor as well. Townsend stated that most of the major concerns with the exterior conditions at this property have been completed, but the only concern remaining is that some of the tenant benefit areas have yet to start being used.

Carpenter asked Bryant for staff’s recommendation, to which Bryant stated staff’s recommendation is or the property to remain in Legal Default status and report back to the Board at the November 5, 2025 Board meeting. Carney asked if there is something specific that keeps the property in Legal Default status rather than being moved to another level of oversight. Carney stated that the Legal Default status puts pressure on the PILOT Lessee from the lenders because they do not really understand and he has worked with some of them to explain that the Notice of Legal Default does not mean that the property has legally defaulted, and there is some interaction with the lenders. Chairman Reid asked Bryant what the current occupancy is for Coronado Manor. Bryant stated that the last reported occupancy for Coronado Manor is 64.6% occupied. Reid asked if the PILOT Lessee is current on rent rolls. Bryant responded that she requested a rent roll for this project prior to today’s meeting and was provided rent rolls for the other five (5) PILOT properties in this developer’s portfolio but was not provided a rent roll for Bridgeport Manor or Coronado Manor.  There were no further questions or comments.  There was a consensus that Bridgeport Manor will remain in Legal Default status, and the PILOT Lessee will appear before the Board to provide a status update at the November 5, 2025 Board meeting.

Frank Carney, Mendel Fischer, and Neil Knopf left the meeting.

3.      Review of 90-day abeyance for the MHA PILOT Termination for Agnes Place Apartments, LP (d/b/a Crockett Park Apartments)

Charles Carpenter introduced this agenda item stating that part of the Board’s delegation of authority from the Memphis City Council includes administration the Board’s PILOT program as well as administration of the Memphis Housing Authority (MHA) PILOT program, of which its delegation of authority is also received from the Memphis City Council. Carpenter stated that the MHA PILOT term is a 20-year maximum term, and Crockett Park has now completed its 20-year term. Carpenter advised the Board that there are significant issues at the property because it deals with very low-income residents. Carpenter reminded the Board that MHA representatives appeared before the Board in June, requesting a 90-day abeyance for the MHA PILOT Termination for Crockett Park Apartments to see what options were available to keep this property from being reinstated to the tax rolls at its current fair market value, and the 90-day abeyance was granted. Carpenter invited representatives, Dexter Washington and Luretha Phillips, to provide the Board with an update.

Washington stated that since the Board’s June Board meeting, he has been in constant communication with the ownership entity, a local organization which is the general partner, Goodwill Homes, and the limited partner, April Housing, to try to find a solution for the stabilization of this property. Washington stated the property is not currently is a very stable condition and is facing challenges with occupancy issues and compliance issues with both the Board’s standards, as well as MHA requirements. Washington stated that MHA has been working with the ownership entities to resolve the compliance issues, and they have now come into compliance from a public housing regulatory standpoint. However, MHA is still working with ownership, as MHA has 26 public housing units within this 80-unit development, and working to increase the occupancy rate to the rate that Housing and Urban Development (HUD) requires. Washington stated that the conversation with ownership is how to reach long-term stabilization, and the most viable option is to do a low-income housing tax credit (LIHTC) application and perform significant rehabilitation that the site requires. Washington stated that a physical needs assessment was recently completed, and MHA estimates from that assessment that the site needs approximately $10 million in rehabilitation investment, which is not something that can be done out-of-pocket in a short period of time. Washington advised that from recent conversations, the limited partner, April Housing, does not want to be part of the rehabilitation effort, so now there has to be an entity identified to transfer ownership to, which is where the situation stands today. Washington stated that MHA is a potential recipient of the property, but it has to be feasible, so some of the debt that currently exists on the property would need to be negotiated to see if it is feasible for MHA to become the owners and move forward with long-term validation.

Buckner Wellford asked for clarification as to the number of units that are under the Board’s jurisdiction, citing the comment made by Washington concerning the 26 public housing units included in the 80-unit development, which was responded to by Washington.

Carpenter advised that this is a case of first impression, but from a legal standpoint, the Board has no authority to extend the PILOT, as the Board’s PILOT authority is limited and set forth in the parameters of the policies and procedures and the PILOT documents, which by its terms has expired. Carpenter stated that without some additional delegation of authority from the Memphis City Council, the Board has no authority to do anything at this point. Carpenter advised that his Firm’s recommendation for MHA is to seek a transfer of title to a tax-exempt entity in order to keep the property off the tax roll, but the accommodation that the Board granted in June, granting a 90-day abeyance, is all the Board can do at this time and is unable to extend it further, as it has no authority to do anything else.  

Carpenter asked Washington if he believes the property can be transferred to a tax-exempt entity within the next 30-days, and his Firm will communicate that information with the Shelby County Assessor’s office, and the Shelby County Assessor’s office can work directly with MHA in that regard. Washington stated that conversation is taking place today with the general partner and limited partner members of the ownership entity, and they are having conversations with the Memphis Land Bank. Washington stated that this is a unique property for MHA because MHA typically retains ground ownership, but MHA did not in this case, and the ground ownership was transferred to Memphis Land Bank, which does have tax-exempt authority. Washington stated that if Memphis Land Bank is amenable to accepting the property, then that would be the short-term solution for the tax abatement, while continuing the work on the long-term solution of stabilizing the property.

Vincent Sawyer asked for clarification on Memphis Land Bank, asking if it is the same organization as Memphis Metropolitan Land Bank Authority (MMLBA), to which Washington stated no, and that Memphis Land Bank is a development entity that MHA partnered with years ago to do some developments and is not associated with the City of Memphis or Shelby County government, and is Memphis Land Bank in name only, and the organization only has properties that they own and operate themselves. Carpenter stated that with these facts and circumstances, there is no action that needs to be taken by the Board. Carpenter stated that his Firm will communicate the information that has been shared today with the Shelby County Assessor’s office and will be submitting PILOT Termination documents to their office for processing. The Shelby County Assessor’s office will then go out and reappraise the property at its fair market value and place it back on the tax rolls. Carpenter thanked MHA representatives for their attendance and update. Washington thanked the Board for its consideration and additional time provided to work through the challenges and stated that the work is still in progress.

Executive Directors Report

a. Trey McKnight reported that he continues to meet with John Zeanah, the new Chief of Development and Infrastructure for the City of Memphis, on a monthly basis to continue moving forward with internet and Wi-Fi in communities, and stated that Zeanah is listening to the Board and meeting with McKnight, and working with the Board and the City Mayor.

b. McKnight reported on Sterling Townhomes, citing Carpenter’s earlier comments in the Legal Report, stating that Sterling Townhomes has between a $600,000-$750,000 funding gap due to copper theft and transformer theft and representatives are now working through the Memphis Light Gas and Water (MLGW) incentive program to hopefully offset some of those costs.

c. McKnight reported that the Tennessee Affordable Housing Coalition Conference is February 23-24, 2026, and he anticipates the Board being a silver sponsor of this event.

d. McKnight reported that the planned event in Nashville for the NALHFA March on Nashville for affordable housing did not take place because the Tennessee Affordable Housing Coalition Executive Director has retired and he is part of the search committee. McKnight stated that if the Board knows anyone that would be interested in the Executive Director role for the Tennessee Affordable Housing Coalition, to please let him know, as he is part of the search committee to help with the hire of the new Executive Director.

e. McKnight reported the Memphis City Councilwoman Rhonda Logan and Housing and Community Development (HCD) Director Ashley Cash have reached out to request a meeting and he will keep the Board advised of what they would like to meet about, as he is unsure as to the purpose of the meeting request, but he will ensure that he offers his assistance. McKnight stated he will advise the Board of when the meeting is to be held.

d. McKnight reported that there is a new development corporation in Memphis, Stella Maris Development Corporation, that owns two (2) buildings in the medical district that include approximately 350 units that ownership is looking to convert into affordable housing units. McKnight stated that he has met with the development group and representatives will be applying to the Board for PILOTs for each property. Chairman Reid asked for the location of the projects. McKnight stated that the developments are in the medical district, and he will get the addresses for Reid. Reid asked for the name of the organization, to which McKnight stated is Stella Maris Development Corporation and stated that they have approximately 350 units that ownership is looking to convert into affordable housing units. McKnight stated that representatives have advised him that they are being offered 8% financing, and McKnight asked Reid if that is where the market is right now, to which Reid agreed. McKnight stated that he hopes to also connect Stella Maris representatives with Pathway Lending, who McKnight has also been working with, to ensure that the projects get some type of financing to help move these projects forward in the community.

e. Finally, McKnight reported that on October 8, 2025, from 5:00 pm-7:00 pm CT, he will be hosting a Meet and Greet event for Ralph Perry of THDA. McKnight stated that he will be inviting the Board members to the event as well. McKnight stated that he has not selected a location for the event but is considering Red Zone and asked Howard Eddings, Jr. if the facility is open and available. Eddings stated that he would check with Red Zone staff and advise.

There were no questions or comments.

Operations Report

Stephanie Bryant presented the Operations Report as follows:

a. Review of Compliance Oversight for August 2025

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

1.      Under Observation:

a.       Two (2) PILOT properties were moved from “Legal Default” status to “Under Observation” status during August 2025:

                                                              i.      Eden Pointe

                                                            ii.      Scenic Hills

2.      Compliance Concerns:

a.       One (1) PILOT property was placed in “Compliance Concerns” status from “Under Observation” status during August 2025.

i.        University Place- phases II & III (MHA PILOTs)- declining property conditions

b.      Two (2) PILOT properties were moved from “Legal Default” status to “Compliance Concerns” status during August 2025:

                                                              i.      Grainge Hill

                                                            ii.      Timber Pines

c.       HEHFB Staff continue to review the below properties under “Compliance Concerns” status. All four (4) PILOT properties in Shemano’s portfolio have been placed into “Compliance Concerns” status for declining property conditions and no progress shown following ongoing progress reports of concerns shared with ownership and current management. Staff is reviewing a written cure plan from ownership representatives, which was timely submitted on August 27, 2025:

                                                              i.      Abington Apartments

                                                            ii.      Country View Apartments

                                                          iii.      Jamesbridge Apartments

                                                          iv.      Lakes at Epping Way

Bryant stated that ownership representatives have indicated the intent to sell Jamesbridge Apartments and do not plan to invest additional funds in the project. Bryant advised that staff would continue its review of the written cure plan submission and will report further details at the Board’s October 1, 2025 Board meeting.

3.      Notice of Non-Compliance: No properties were placed in “Notice of Non-Compliance” status August 2025.

4.      Legal Default: No properties were referred to “Legal Default”, nor were any properties issued a “Notice of Legal Default” by the Board’s legal counsel during August 2025.

Overall Portfolio Comment(s): For Q2 2025, 54% of active PILOT properties reported an occupancy rate of 90% or above.

Howard Eddings, Jr. asked if the report concerning University Place is the same property that is located at Lamar Avenue and Crump Blvd. Bryant confirmed, stating that there are three (3) phases, (i) University Place Senior, (ii) University Place- Phase II, and (iii) University Place- Phase III, and all are MHA PILOTs, but inspectors have only noted declining property conditions as University Place Phases II and III. Bryant reminded the Board that JP Townsend, the Board’s internal compliance inspector, sends out progress reports following each property site visit to all ownership and management contacts. Bryant stated that Townsend has reported several external compliance issues in recent progress reports that continue to not be addressed, so that is the reason for the step-up in oversight and why a property walkthrough will now be scheduled, in order for staff to get a better understanding of what is happening at these properties and address the issues before they progressively get worse.

Buckner Wellford asked what some of those declining property conditions are, to which Townsend reported that on some of the buildings toward the back of the property, there are declining conditions of siding, overgrown areas, trees down that are not being addressed, excess trash during multiple site inspections, some roofing, fascia, and soffit issues have been noted, and there has been no progress of any of the noted items being repaired or addressed. Carpenter stated that he would like to comment that these developments were new construction as part of the Hope VI development and are approximately eighteen-year-old developments. Carpenter stated that even with new construction, affordable housing properties can deteriorate quickly if there are not constant additions and resources invested into these properties, and it is hard to keep them up to standard. Carpenter stated it is a common misconception of new construction developments and the longevity, but the reality is even new construction developments may only last 15-20 years before it is time for another cycle of funding and investment, but most developers do not have that funding, so unless there is a change in ownership, a new round of tax credits, and so forth, the funding is just not there. Carpenter stated when these properties begin trending down, the conditions can decline quickly, and that is something that THDA and some other trade organizations are looking at to figure out how to try to mitigate some of that in addition to preserving the existing units, to add new units to the affordable housing inventory. Carpenter stated this is something the Board will be looking at going forward and his Firm will be having conversations with elected officials and others to find creative ways to add incentives, not only to preserve, but to add new housing stock to the affordable housing inventory.

Buckner Wellford asked who the property manager is for the University Place developments, to which Bryant responded she would get confirmation of that and share with the Board, as she did not have that information at hand. Wellford stated that this would be a terrible development to start going downhill and stated that noting the problems are reoccurring in the back of the property seems like a deliberate decision. Wellford stated that he would like to see the Board be more proactive than usual if the Board would want to have representatives appear before the Board and discuss the matter.

Bryant stated that she has included the compliance step process in the Board meeting materials and stated that this system has been implemented by staff for that exact purpose. Townsend reminded the Board that each PILOT property receives a progress report following every site inspection, which provides an overall view, but the purpose of walkthroughs is that once declining property conditions are observed several times with no notable progress being made, staff requires a representative of ownership and a representative of management to meet staff onsite to conduct a walkthrough to review the property together. Following a walkthrough, staff requires submission of a written timeline for all compliance issues to be addressed and repaired. Bryant stated this process is a good-faith effort to work with the PILOT Lessees in a proactive manner so that the property conditions do not progress to a non-compliance status or legal default status. Bryant stated that staff has seen great success by using this process because staff initiates these types of walkthroughs and meetings with ownership and management groups at the beginning of declining conditions being observed and it has been successful, although not with every PILOT Lessee as every owner and management entity is a little different, but purpose of the compliance step process is precisely to be more proactive. McKnight stated that staff does an excellent job regarding knowing what is going on at each PILOT property.

b. HEHFB Suite 1120 Preliminary Floor Plan Update

Bryant stated that she has been in communication with Henry Turley Company representatives concerning the proposed renovation to the Board’s office suite. Bryant stated that Henry Turley Company has selected A&R Construction as the contractor for the construction piece of the proposed renovation. Bryant stated she has selected and completed review of final finishes, and she has received some preliminary cost estimates for the construction only and is awaiting furniture consideration proposals from the design team at The Crump Firm. Bryant stated that as those estimates come in, she plans to put the information together to be presented to the Finance Committee for review, followed by a presentation to the Board. Chairman Reid asked what the preliminary costs for construction are, to which Bryant responded approximately $140,000. Cliff Henderson asked what the anticipated timeline for construction is, to which Bryant reported she anticipates construction to begin following the Board’s December 3, 2025 Board meeting and expects construction to take place through January 2026. Bryant stated that the Board does not typically hold a January Board meeting, but if the need arises, she will plan to hold a January 2026 Board meeting at an alternate location if necessary.

There were no other questions or comments.

Austin (A.T. Harrison), Christine Fox, Joni Laney, Simeon Ike, and Shirley Bondon left the meeting.

Finance Committee Report  

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

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

New Business

Chairman Reid stated that the Board’s Strategic Planning Committee includes himself, Buckner Wellford, Vincent Sawyer, and is chaired by Cliff Henderson. Reid stated that Henderson will be providing an update to the Board on behalf of the Strategic Planning Committee. Henderson passed out draft strategic planning materials, stating that the materials include objectives he would like to review with the Board and provide comments on the Smart Memphis Fiber Initiative Presentation made at the Board’s August 6, 2025 Board meeting. Henderson stated that he would like to review the proposed strategic plan he has been working on with the Board and start to engage the Strategic Planning Committee. Henderson stated that the draft materials include a 90-120 day plan with related activities that he would like to go through that at the end will be alignment with the Board to move forward over the next 120 days for proposed work, which is going to be around the Smart Memphis Fiber initiative coordination, and for the Board to empower the committee to engage a contractor for support during this period with the commitment to provide monthly updates presented to the Board for approval over that period of time. Henderson reviewed the information that was presented to the Board as part of the Smart Memphis Fiber Initiative presentation and stated that this initiative is the result of a lot of organizations working in concert to make this happen. Henderson stated that part of that presentation included comments from Staley Cates and Jason Mulligan concerning support for the initiative from the Board from both an influence perspective through the Board’s PILOT program given the significant amount of multi-family housing represented in the program and through funding requests from that perspective.

Henderson stated that in putting this information in perspective, Smart Memphis Fiber Initiative representatives have been indicating the desire to work with the Board since April 2025 and things are progressing to the point that the Board will need to take some action to make sure it stays abreast of what is happening with the initiative and thinking about digital equity. Henderson cited comments made at the August 6, 2025 Board meeting by Mulligan and Cates concerning what it means to provide digital equity and discounts that may be available, and stated that the current Ting discounted rate is stated as $40 per month on Ting’s website, and there was some discussion on whether there should be deeper discounts and also what it would take to fund drops from the existing MLGW infrastructure to those homes, residences and multi-family units. Henderson stated that with these entities, including Meridiam and Ting, things are starting to build with the conclusion to the construction of the fiber infrastructure planned for some time in 2028. As a result, Henderson stated that this coincides with some things from a strategic planning perspective and is a catalyst for the Board to make sure it is present as the Board considers the direction it is headed over the next several months.

Henderson reviewed a draft Executive Summary of where the Board was in 2018 and the growth of over 85% since that point. Henderson stated that the Board now has approximately 125 PILOT properties consisting of approximately 24,000 units represented by that growth. Henderson proposed as part of the strategic plan, to set aside $7 million of HEHFB funding to be used over an extended period of time for strategic planning, and it would be up to the Board how to direct those funds. Henderson stated that the other piece includes Meridiam’s $850 million investment partnered with the City of Memphis funds and MLGW funds being invested in the Smart Memphis Fiber Initiative that is spurring activity that the Board needs to stay abreast of because of digital equity because he believes the Board has the ability to enhance and use the Baard’s upscale and the fiber initiative to boost both the Board’s internal operations and work with the Smart Memphis Fiber Initiative and how the Board can help to push digital inclusion, and have that then be a catalyst to look at those untapped public and private resources that could be on the educational side and health side that could benefit the Board’s PILOT properties and the residents, thus helping the city as a whole and supporting the Mayor’s agenda.

Henderson stated that in interacting with individual members of the Board, he has homed in on how the Board can improve its current compliance and tenant benefit delivery with the staff and current operations and trying to figure out how the Board formalizes current city partnerships. Henderson stated that this would be considered Horizon I. Henderson stated that Horizon II of the draft strategic plan would include networking and partnerships through working with the Smart Memphis Fiber Initiative, which will start to affect tenants. Horizon III will include how the Board executes those newfound partnerships and structure that it is trying to engage and tap into PILOT property tenants with the health and education benefits. Henderson stated that if his proposal is approved today, that would initiate the Strategical Planning Committee formally, and in thinking about meetings, he has asked McKnight to address in his meetings with Zeanah some data support and information from the City’s side that could help create some dashboards to further bolster some of the compliance monitoring being performed today. McKnight stated that he has had those discussions with Zeanah and he is very amenable to that and has someone on staff that would be able to assist. Henderson stated that if the Board thinks about the information that Bryant presents to the Board concerning compliance, the dashboard capabilities would allow the Board to look at the PILOT portfolio roster and see what properties are moving up and down, incorporate some scoring components that staff has started to incorporate, and improve upon that to digitize that information. Henderson stated that other things to be included would be safety and security on the technology side. Henderson stated that Mayor Young has asked the Board’s committee representatives to meet with Darren Goods on that piece. Henderson stated that this draft plan also includes looking at creating a new Board website and how to update that to engage with the Smart Memphis Fiber Initiative based on their request last month, and then begin considering resident advisory committees or development committees that the Board would have to think about and make sure that it is hearing and incorporating those ideas from that side, similar to the small meetings for feedback from the community that Mulligan referenced in his presentation last month to the Board, while also engaging a contractor for this discovery work over the next 90 days.

Henderson stated that with everything being presented today, this plan will begin with the first 90 days being about how to help operate and improve now, and then what the Board can do to make sure it is staying abreast of what is happening with the Smart Memphis Fiber Initiative, and then how it can springboard off of that to expand and look at how the Board can extend what the Board can do with the funding that is available to calculate and use as seed money to advance forward. Henderson stated that in thinking about staff and the data that staff can pull in with the help of Zeanah and partnerships with Code Enforcement so that the Board will have access to resident data information by property, and incorporate safety data from Memphis Police Department, third-party compliance data, in-house compliance data, and also utility consumptions from MLGW.

Henderson stated utility consumption data will help the Board to know if new appliances, HVAC systems, and other energy efficient items that are being committed to by PILOT Lessees are being implemented and will demonstrate a trend and impact on utility rates and cost over time. Henderson stated that if the Board can aggregate all this information and create developer rankings and dashboards, he believes that it will go a long way in helping staff and the Board have a better view of what is going on from a PILOT portfolio perspective. Henderson stated that in the draft materials he provided, he goes into additional details for Horizon I and II and the areas where he believes a contractor can be helpful and areas where the contractor would engage with staff. Henderson stated he has outlined the opportunity, the benefit, and how the Board can realize it. Henderson stated that he has taken feedback from each individual Board member concerning the draft strategic plan and accumulated that feedback into the draft materials provided today. Henderson stated that he is proposing that the Strategic Planning Committee go forward over the next 90-100 days with discovery work, and balance of internal operations, updates and improvements. Henderson stated that McKnight’s conversation with Zeanah is proof that resources are out there and available. Henderson stated that next will be catching up with the Smart Memphis Fiber Initiative, see what information the Board gets, and see how the Board wants to reengage the strategy and launch forward. Henderson stated that he does not anticipate any major decisions in October or November 2025, but there may be finding requests concerning the Smart Memphis Fiber Initiative, but that would be the biggest thing on the horizon, while also considering any initiatives the Board may want to pilot with the proof of concept with some PILOT properties with this related technology and those who need to present with the Board to make sure there is alignment and approval is granted from the Board.

Chairman Reid stated that this is a lot of information and is a culmination of approximately twelve months of gathering information, meetings with the mayor’s office, John Zeanah, and getting Mayor Young’s direction and there is a lot of hard work yet to be done. McKnight stated again for the Board that he has a standing monthly meeting every third Monday with John Zeanah to ensure the Board stays on track and will get Henderson whatever he needs in terms of database information and keep him in the loop to make sure the Board stays ahead of where it needs to be. Carpenter stated that one observation he has is that not only does this appear to be a strategic plan for the Smart Memphis Fiber Initiative, but also a strategic plan for this Board as it goes forward, and one of the things he thinks in the beginning, as outlined by Henderson, if there are four of the seven Board members on the Strategic Planning Committee, and since this is at the beginning stages, it may be something that the Board as a whole should consider to have everyone involved because this is so all-encompassing and so detailed. As time goes forward, Carpenter stated that the Board might split off into different committees to work with the PILOT Lessees and some of the other entities and so forth, but if everyone is on the same cycle from the beginning, it may facilitate that going down the road. Henderson thanked Carpenter for his comments and stated that everything being presented today is draft materials and proposing that the next 90 days be more of a discovery period, but to Carpenter’s point, this could grow into more in a good way for the Board.

Henderson stated that input from Courtnee Melton-Fant on this draft plan challenged to consideration of current operations and how to improve upon what is being done today as the first step. Henderson stated that the draft materials provided today he believes will be a living document and there will be things that the Board will have to make decisions on how to prioritize what makes sense, but he is excited about the potential. Monice Hagler asked Henderson in terms of engaging a contractor, if he had already looked at what that scope of work would entail. Henderson stated that the scope of work is included in Horizon I and II and in working with current staff and when he thinks on what was requested from the mayor, there is a safety element with technology that he believes the committee will address with Darren Goods and be able to tap into some Memphis Police Department (MPD) safety data. Reid stated that with that MPD partnership, the Board may need to help MPD fund a position, because if the Board has all this data coming in and it is not being mined properly, what is the point? Henderson stated that this is where there will be on overlap with McKnight and staff with John Zeanah and there is a certain amount of information that Zeanah has through the office of Development and Infrastructure, and Henderson would like to have a test of how much of that information can be used in conjunction with Board data to build a database through Power BI, which is the platform that the City of Memphis uses for its affordable housing dashboard, and that is where Henderson believes the Board would have some of that coordination with a contractor and McKnight, and then begin discussions about website design, where there will need to be additional coordination and consider options, such as a portal for residents, in the future to get information.

Henderson stated that in the new website design, the Board will need to consider requirements and what is needed today along with possible needs in the future, and what will need to be formalized. Henderson stated that the other big piece is the Smart Memphis Fiber Initiative and the contractor coordination with participating organizations such as Post Roads, Meridiam, and Ting, as presented last month and someone initiating those conversations and understanding where things are while also making sure that the Board is at the table and things are being pulled together. Henderson stated there will be some co-mingling happening with current staff and a contractor that has not been worked through but there will be overlap that will lead to additional work. Henderson stated that the intent is that staff will look different in three to four years, but how it looks different and how deep the Board gets into some of those things is going to be the decision for the Board. If the Board unlocks some of this in thinking about educational type things going through the program that can be reported into the Board’s website with data and through Smart Memphis Fiber Initiative and how this is engaging developers on decisions with tenant benefit, there is a lot happening there and if the Board leverages support to do more in the future through work with John Zeanah and Power BI, the Board would not want to hire someone to do that and that work would stay with Zeanah, but the Board will have to figure out how to coordinate and engage with those organizations and formalize a partnership, so he sees that creating a larger staff and larger operations, but that would be for the Board to decide and we do not want to take on too much to quickly and figure out what is reasonable, and the Board will make that decision.

Cliff Henderson moved to (i) formalize the Strategic Planning Committee,  (ii) that the Strategic Planning Committee begin the work outlined as Horizon I: Safety and Compliance, over the next 90-120 days while working to collaborate and catch up with the Smart Memphis fiber Initiative entities that presented at the Board’s August 6, 2025 Board Meeting, (iii) to empower the Strategic Planning Committee to engage a contractor for support over that period of 90-120 days, (iv) the Strategic Planning Committee commit to making monthly updates with any “key decisions” presented to the Board, of which “key decision” shall encompass anything that would require any funding grants or anything that would impact any PILOT property or residents during the initiatives that are not currently in play with operations properly seconded by Monice Hagler, and the motion passed unanimously after a proper roll call vote of the Board members.

Chairman Reid stated that the next regular meeting of the Board is scheduled for Wednesday, October 1, 2025 @ Noon. There being no further business, the meeting was adjourned by the Chairman at 01:45 p.m.