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[00:00:18]

OKAY, I AM GONNA CALL THIS MEETING TO ORDER.

UM, AND SO, UH, I WILL, WELL, BEFORE I TURN IT OVER, UM, I WANT TO WELCOME OUR NEW BOARD MEMBER, OLIVER ROBINSON, UM, DISTRICT 12.

AND SO WE WELCOME YOU TO THE BOARD AND, UM, WE ARE VERY EXCITED THAT YOU ARE WILLING TO JOIN US.

SO, UM, OKAY.

NOW I'LL TURN IT OVER TO, UM, PROJECT MANAGER SCHROEDER FOR THE ROLL CALL.

OOPS, SORRY.

OKAY.

THANK YOU.

UM, DIRECTOR SEAN ALLEN.

PRESENT TREASURER TATIANA FARROW.

PRESENT DIRECTOR PATTY COLLINS.

I SEE SHE'S ONLINE HERE.

DIRECTOR KEVIN HINTON.

HINTON.

PRESENT.

PRESENT.

THANK YOU.

VICE PRESIDENT RYAN GARCIA.

PRESENT DIRECTOR DAVID ELLIS.

PRESENT.

PRESIDENT MARCY HEIN.

PRESENT DIRECTOR OLIVER ROBINSON.

PRESENT.

DIRECTOR RYAN MOORE.

I SEE HE'S ONLINE AS WELL HERE.

IS HE ON MOORE? OH YEAH.

OKAY.

UH, DIRECTOR ANTHONY, OR EXCUSE ME, SECRETARY ANTHONY PAGE.

HE NOTIFIED ME THAT HE GOT STUCK.

UH, YEAH, HE'S DELAYED.

YEAH, HIS FLIGHT GOT DELAYED.

OKAY.

UH, JACK? SORRY, JACK.

OH, WHOOPS.

SORRY.

DIRECTOR JACK MARSHALL.

C IS HE ON? I DIDN'T SEE HIM.

OH.

OH, WAIT, THERE HE IS.

DIRECTOR MARSHALL C.

CAN YOU HEAR US? DID SHE CALL OUT? SEAN? JACK, CAN YOU UNMUTE AND SAY PRESENT SO THAT UH, WE CAN RECOGNIZE YOU HERE? YEAH.

PRESENT.

THANK YOU.

AND THEN, UH, DIRECTOR SEAN.

I SEE YOU'RE ONLINE.

I'LL BE THERE.

THANK YOU.

AND WITH THAT, WE DO HAVE A QUORUM.

SO THE ONLY ONE MISSING IS JACKIE.

DID YOU CALL PATTY'S NAME? SHE'S ALSO HERE.

I THINK SHE DID, SHE CHECKED IT OFF.

OKAY.

THANK YOU.

SORRY.

SHE SAID PRESENT.

OKAY.

I AM GONNA NOW OPEN, UH, THE FLOOR TO ANY PUBLIC COMMENTS ON ITEMS FOUR THROUGH 11 OF THE AGENDA.

UM, IF YOU'RE ONLINE, LET US KNOW THAT YOU WOULD LIKE TO MAKE A PUBLIC COMMENT OR ANYBODY WHO'S HERE, DON'T SEE ANYBODY.

UM, I'LL JUST WAIT A MOMENT.

OKAY.

I AM GONNA ASSUME THERE ARE NO PUBLIC COMMENTS ON ITEMS FOUR THROUGH 11.

THE NEXT ITEM IS APPROVAL OF THE MINUTES FOR THE APRIL 16TH, 2024, CITY OF DALLAS HOUSING FINANCE CORPORATION MEETING.

AND, UM, I'LL OPEN THE FLOOR FOR A MOTION TO APPROVE AND THEN WE CAN FIND OUT IF ANYBODY HAS ANY QUESTIONS OR COMMENTS.

SO, DOES SOMEONE WANNA MAKE A MOTION MOVE TO APPROVE THE MINUTES AS WRITTEN? THANK YOU.

AND DO I HAVE A SECOND? SECOND.

A SECOND, SEAN? UM, OKAY.

SO DOES ANYBODY HAVE ANY CORRECTIONS OR ADDITIONS? HEARING NONE.

ALL IN FAVOR SAY AYE.

AYE.

AYE.

AYE.

AYE.

IT LOOKS LIKE DARRELL.

AYE.

CHIME.

IT LOOKED LIKE WHAT? DARL BAKER IS TRYING TO ASK A QUESTION.

OH, ON THE CHAT ON THE RIGHT HAND SIDE.

OH, THAT'S A MEMBER OF THE PUBLIC.

OH, UH, I GUESS WE CAN ALLOW THAT.

[00:05:03]

SO THIS IS FOR THE PUBLIC COMMENT SECTION? YES.

I GUESS WE'LL GO BACK TO THAT IF SOMEONE WASN'T ABLE TO LET US KNOW.

HANNAH, CAN WE GO BACK TO THE PUBLIC COMMENT SECTION? WE HAVE A PUBLIC SPEAKER? YES.

OKAY.

UH, MR. DARRELL BAKER, CAN YOU, IF PLEASE TURN YOUR CAMERA ON IF YOU'D LIKE TO SPEAK FOR THE PUBLIC COMMENT SECTION? ALSO, MARCY, ARE WE GONNA BE TIMING THESE? LIKE, UH, YEAH, I THINK, UM, OUR TRADITIONALLY WE'VE ALLOWED THREE MINUTES.

THREE MINUTES? YES.

OKAY.

MR. BAKER, HE'S UNMUTED, BUT HIS CAMERA'S NOT ON.

OKAY.

HANNAH, DOES THE CAMERA HAVE TO BE ON FOR THE PUBLIC SPEAKER? YES.

MR. BAKER, CAN YOU GET YOUR CAMERA ON? HEY, THIS IS A DIRECTOR, HENRY.

I DON'T, I I CAN'T SEE ANYONE'S CAMERAS.

LIKE I DON'T SEE THE MAIN CAMERA OR ANYTHING LIKE THAT.

NO, I THINK I SEE YOU.

OKAY.

YOU SEE 'EM JACKIE? OKAY.

YES, BUT I DON'T SEE MR. BAKER.

THANK YOU MR. BAKER.

HE'S ON THERE.

WE CAN'T HEAR HIM.

GO AHEAD, .

I DO SEE YOU.

DID YOU HAVE A COMMENT THAT YOU WANTED TO MAKE ON ONE OF THE AGENDA ITEMS? YES, BUT I'M NOT HEARING UHUH.

MR. BAKER, WE CAN'T HEAR YOU.

IS THERE ANY OTHER MICROPHONE YOU COULD USE MAYBE ON YOUR CELL PHONE? I DON'T KNOW.

HANNAH, CAN WE DO THAT? COULD WE LET HIM SUBMIT A WRITTEN STATEMENT? OKAY.

WELL, CAN I MOVE TO, CAN I MOVE TO ADD PUBLIC COMMENT TO THE BACK OF THE AGENDA? OKAY.

UH, I MOVE, WE AMEND THE AGENDA TO, TO ADD PUBLIC COMMENT TOWARDS THE END OF THE AGENDA AFTER THE ACTION ITEMS. OKAY.

UM, DOES ANYONE SECOND THAT MOTION? I'LL SECOND TATIANA.

OKAY.

ALL IN FAVOR SAY AYE.

AYE.

AYE.

ANY OPPOSED? AYE.

OKAY.

SO WE'RE GOING TO MOVE THIS AGENDA ITEM.

JUST MAKING A LITTLE NOTE.

GOD.

OKAY.

ALRIGHT, MR. BAKER, IF YOU CAN GET, UM, YOUR MICROPHONE WORKING.

WE'LL TRY AGAIN TOWARDS THE END OF THE MEETING.

OKAY.

HE DID A THUMBS UP.

OKAY.

OKAY.

AGENDA ITEM FIVE RESOLUTIONS FOR THE MANDELA AND APPROXIMATELY 150 UNIT MULTIFAMILY RESIDENTIAL DEVELOPMENT TO BE LOCATED AT 2000 HIGHLAND ROAD IN THE CITY OF DALLAS, DALLAS COUNTY, TEXAS, 7 5 2 2 8 A.

CONSIDER AN ADOPTIVE FINANCING RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF DALLAS HOUSING FINANCE CORPORATION, MULTIFAMILY HOUSING REVENUE BONDS.

THE ELA SERIES 2024 IN THE AGGREGATE PRINCIPLE AMOUNT OF UP TO $22,500,000 WITH THE PROCEEDS OF SUCH BONDS.

THE BOND FINANCING TO BE LOANED TO ELLO APARTMENTS LLC, THE BORROWER TO FINANCE A PORTION OF THE COST OF THE REHABILITATION OF THE ELLO.

A MULTIFAMILY RESIDENTIAL DEVELOPMENT LOCATED AT 2000 HIGHLAND ROAD, DALLAS, TEXAS, THE DEVELOPMENT AND B, CONSIDER AND ADOPT PARTNERSHIP RESOLUTIONS APPROVING THE FORM AND SUBSTANCE OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND INSTRUMENTS NECESSARY TO CARRY OUT THE FINANCING AND CONSTRUCTION OF THE DEVELOPMENT.

AND CONTAINING OTHER PROVISIONS RELATING TO SUCH DEVELOPMENT, INCLUDING A RESOLUTION APPROVING THE GROUND LEASE BETWEEN THE BORROWER, BORROWER AND DHFC, THE ELA LANDOWNER LLC AND RESOLUTIONS AUTHORIZING THE ADMISSION OF DHFC, THE ELA MANAGING MEMBER LLC, THE MANAGING MEMBER TO THE BORROWER, AND FINANCING FOR THE DEVELOPMENT TO INCLUDE EQUITY FINANCING BY RAH INVESTOR 4 28 LLC, THE BOND FINANCING, A MORTGAGE LOAN INSURED BY THE UNITED STATES DEPARTMENT

[00:10:01]

OF HOUSING AND URBAN DEVELOPMENT FROM REGIONS BANK, A BRIDGE LOAN FROM REGIONS BANK AND SUBORDINATE LOANS FROM ELLO ACQUISITION LLC AND ELLO MANAGER LLC IN THE AGGREGATE AMOUNT NOT TO EXCEED $9 MILLION.

SO I'LL ENTERTAIN A, UM, MOTION IN FAVOR AND A SECOND AND THEN WE CAN HAVE DISCUSSION.

ANYBODY WANNA MAKE THE MOTION IN FAVOR, UH, MOVE TO SUPPORT THE ITEM AS WRITTEN.

OKAY, I'LL SECOND.

OKAY.

OKAY.

I'LL TURN IT OVER.

I DON'T KNOW, IS IT GENERAL MANAGER QUINTO THAT'S GONNA PRESENT? THANKS EVERYONE.

I THINK JACKIE, WE HAVE LIKE A LITTLE REFRESHER PRESENTATION THAT, UH, GRIFFIN SENT OVER.

UM, JUST WE DO IN GENERAL AS AN UPDATE.

SO WE'VE BEEN WORKING ON THIS DEAL SINCE 2022, I BELIEVE.

UM, FINALLY WE GOT SOME A BOND RESERVATION THIS YEAR.

AND SO I HAD A QUESTION THIS MORNING.

IT KIND OF REMINDED ME THIS WAS AN MOU THAT WE HAD SIGNED BEFORE WE HAD MOVED TO THE LEASE PAYMENT OPTION.

SO THIS IS STILL A CASH FLOW, UM, PARTNERSHIP DEAL, BUT IN ANY REGARD, THIS IS AN EXISTING PROPERTY, UM, 150 UNITS AND WE ARE GOING TO PARTNER TO, TO BE ABLE TO RENOVATE AND, AND REPLENISH THIS, UH, PROPERTY.

AND DECO HAS THUS FAR BEEN A GOOD PARTNER WITH OUR AS CREEK AND OUR POSITANO DEALS AND, AND WE'RE EXCITED TO, TO GET THIS ONE DONE.

SO.

OKAY.

AND THEN, OH, SO DID YOU WANNA GO THROUGH THE, UH, I MEAN, THAT'S UP TO YOU.

I, IF IF THE BOARD HAS QUESTIONS, WE CAN, WE CAN SPEAK TO THOSE.

IF NOT, UM, YOU GUYS CAN DISCUSS.

OKAY.

ARE ARE THERE ANY QUESTIONS? I GUESS NOT, OH, GO AHEAD.

I WOULD, I DON'T WANNA BORE YOU GUYS, BUT I WOULD LOVE TO JUST GET A HIGH LEVEL RUN THROUGH, IF THAT'S ALL RIGHT.

SURE.

THANK YOU.

OKAY.

SO WHO'S GONNA DO THE PRESENTATION OF THIS, OF THE SLIDES? SO WE HAVE GRIFFIN ZEL FROM DEVCO ONLINE.

UM, I THINK THEY HAVE A QUICK COUPLE OF SLIDES.

UM, I DON'T KNOW IF YOU CAN SEE 'EM, DIRECTOR ROBINSON.

OKAY.

AND WE CAN, WE CAN RUN THROUGH THOSE.

GRIFFIN, ARE YOU ON? YEAH, CAN YOU HEAR ME OKAY? YEAH, WE CAN HEAR YOU GREAT.

YEAH, I THINK THIS, UH, THIS QUICK PRESENTATION, UH, WE'LL DO A QUICK JOB OF KINDA GIVING A TWO MINUTE OVERVIEW HERE.

UM, THANKS ALL FOR THE TIME.

UH, THIS IS THE MONTELLO APARTMENTS, UH, LOCATED IN NORTHEAST DALLAS.

UH, IT'S 150 UNITS OF SENIOR LIVING.

UH, THIS WAS ORIGINALLY SYNDICATED BACK IN 2007, UM, THROUGH THE LITECH PROGRAM.

SO IT WAS CURRENT, IT IS CURRENTLY RESTRICTED, UH, AND THE PROJECT COMPO IS COMPRISED OF THREE, THREE STORY GARDEN STYLE BUILDINGS, UH, AS WELL AS THE CLUBHOUSE.

IF YOU COULD JUMP TO THE NEXT SLIDE, PLEASE.

UH, WE'VE GOT A MIX OF, OF ONE AND TWO BEDROOM UNITS AT THE PROPERTY.

UM, AND THE NEW LAURA WILL RESTRICT 15% OF UNITS TO 30% A MI AND THE REMAINING UNITS OF 60% A MI.

SO NICE TO HAVE, UH, I THINK IT'S GONNA BE 22 TOTAL UNITS, UH, AT THAT DEEPER SET ASIDE OF, OF 30% A MI.

UM, BUT THE LOWER THAT IS IN PLACE FROM THE CONSTRUCTION OF THE PROJECT BACK IN 2007 ALSO RESTRICTS SOME UNITS AT 40 AND 50% A MI.

SO, UH, A REAL NICE BLEND, UM, OF AFFORDABILITY ACROSS THE PROJECT HERE.

NEXT SLIDE, PLEASE.

UH, I, I'VE GOT KIND OF A HIGH LEVEL, UH, SCOPE OF WORK OUTLINED HERE.

I HAVE, UH, JASON FROM OUR CONSTRUCTION MANAGEMENT TEAM.

UM, HE CAN TOUCH ON ANY FURTHER DETAILS, UH, BUT AT A HIGH LEVEL, SOME OF THE INTERIOR RENOVATIONS INCLUDE LVP FLOORING, INTERIOR PAINT, UH, SOME KITCHEN APPLIANCE UPGRADES AS NEEDED, UM, AS WELL AS SOME WINDOW BLINDS, PLUMBING UPGRADES AND LIGHTING ON THE EXTERIOR, WE'LL BE DOING SOME, UH, MASONRY WORK PATH TO TRAVEL.

UM, SOME FA AND DRY ROCK ROT WOOD REPAIR, UH, NEW RUBS AND GUTTERS, UH, NEW DOOR HARDWARE, UH, RESURFACING THE, THE SWIMMING POOL AND, AND NEW EQUIPMENT, UH, NEW HVAC EQUIPMENT, UH, AS WELL AS, UH, UPDATING THE GATES AND SOME FENCE AND LANDSCAPING REPAIRS AS WELL.

A LITTLE BIT ABOUT DEVCO.

UM, WE'VE BEEN A, BEEN A LEADING DEVELOPER OF AFFORDABLE HOUSING IN WASHINGTON STATE FOR 30 YEARS.

UM, WE HAVE MOVED OUR, EXPANDED OUR PRISONS NATIONALLY OVER THE LAST FIVE OR SO, UH, INCLUDING SIX RECENT SYNDICATIONS CLOSED IN TEXAS OVER THE LAST 18 MONTHS.

AND TWO OF THOSE PROJECTS, ROSE MONASH CREEK AND THE POSITANO, UH,

[00:15:01]

WE HAVE CLOSED WITH DHFC AND THOSE, THE CONSTRUCTION IS UNDERWAY ON THOSE.

UM, AND HEADING TOWARDS COMPLETION TOWARDS THE END OF THIS YEAR.

AND, UH, JUST A LIST OF THE FOLKS ON OUR DEVELOPMENT TEAM HERE, MICHAEL VOLES, OUR CFO, UH, MYSELF, NICK, AND DAVID ON THE DEVELOPMENT SIDE.

AND THEN JASON, WHO I MENTIONED IS ON THE CALL, IS OUR CONSTRUCTION PROJECT MANAGER.

ANY, UH, ANY QUESTIONS I CAN ANSWER FOR FOLKS AT THIS TIME OR, UH, ON THE CONSTRUCTION SIDE FOR JASON? I HAVE ONE QUESTION, THAT, UH, IS FRESH IN MY MIND BECAUSE OF THE NFA CONFERENCE WE JUST ATTENDED.

AND, UM, ON THOSE NEW HVAC UNITS, WILL THEY BE, UM, UH, MORE, UM, ENVIRONMENTALLY HELPFUL? ? WILL THEY? UH, YEAH.

SO CURRENTLY WE ARE PLANNING ON INSTALLING, UH, NEW HBA SYSTEMS THAT ARE A LITTLE BIT MORE ENERGY EFFICIENT.

UM, THERE'S KIND OF A CAVEAT WE'RE WHAT, WHAT WE WILL HAVE TO LOOK AT DOING IS INSTALLING WIRELESS THERMOSTATS, UM, BECAUSE THERE'S NOT ENOUGH WIRES CURRENTLY GOING TO THE EXISTING THERMOSTATS.

AND SO WE'RE GONNA HAVE TO VERIFY THAT THAT WILL WORK WITH, WITH THE NEW, UM, CONDENSING UNITS.

AND AS LONG AS THEY WILL THEN, THEN THAT'S HOW WE, UM, THAT'S HOW WE'RE PLANNING TO MOVE FORWARD.

SO THE NEW HVAC SYSTEMS SHOULD BE, UH, MORE ENERGY EFFICIENT.

THANKS.

ANY OTHER QUESTIONS? THIS IS DIRECTOR HINTON.

I HAD ONE QUESTION.

UH, ARE THERE ANY OTHER MATERIALS, UH, BESIDES HVAC THAT WOULD BE LIKE, UH, ECOFRIENDLY, LIKE SAY IF YOU HAVE THE WINDOWS THAT ARE ENERGY EFFICIENT OR OTHER PARTS OF THE CONSTRUCTION THAT WOULD BE, UH, ECO-FRIENDLY? UM, YEAH, SO WE'RE NOT REPLACING ANY WINDOWS, BUT WE ARE REPLACING THE INTERIOR AND EXTERIOR LIGHTING PACKAGES WITH ALL LED FIXTURES.

UM, AND THEN ALL OF THE PLUMBING FIXTURES SUCH AS THE TOILETS, UM, THE, THE SHOWER TRIM KITS, THE, UH, SINK FAUCETS WILL ALL BE, UH, LOW FLOW, UH, FIXTURES AS WELL.

SO THOSE ARE THE, THE ENERGY EFFICIENT PRODUCTS THAT, THAT WE'RE GONNA BE INSTALLING ON THE PRODUCT, ON THE PROJECT.

THANK YOU.

AND TO OUR NEWEST BOARD MEMBER, DO YOU WANT MAYBE LIKE A HIGH LEVEL OF WHAT THIS IS KIND OF, YOU KNOW, THAT WOULD BE GREAT.

OKAY.

I KIND OF SAW THE WHEELS TURNING.

I HAD A FEELING YOU MAY KINDA WANNA, THIS IS CALLED A BRAXTON AARON, CORRECT ME IF I'M WRONG, MORE EXPERTS THAN I AM, OBVIOUSLY, BUT THIS IS A RECENT SYNDICATION.

SO THIS WAS BUILT IN 2007 AS A TAX CREDIT DEAL.

SO IT HAD 30 YEAR RESTRICTIONS.

THE LAURA RUNS FOR 30 YEARS.

UM, SO THE DEVELOPER FOR 15 YEARS HAS TO RUN THIS IN COMPLIANCE OR THEY'RE LIABLE FOR THE TAX CREDITS THEY GOT TO USE, UH, TO BUILD THE PROPERTY.

TAX CREDITS, FOR LACK OF A BETTER WORD, IS KIND OF FREE MONEY, BUT YOU HAVE TO GET AWARDED IT TO YOU.

AND THE PROJECT'S GOTTA QUALIFY AT THE END OF THE 15 YEAR COMPLIANCE PERIOD.

UM, THE OWNER OF THAT, WHO, THE DEVELOPER HAS TWO OPTIONS.

ONE, THEY CAN SELL IT TO A NEW GROUP OR THEY CAN KIND OF KEEP IT FOR THE REMAINING 15 YEARS, BUT AT THAT FIRST 15 YEAR POINT, THEY CAN DO WHAT THEY CALL RE SYNDICATION, WHICH BASICALLY RESETS THE LURE FOR ANOTHER 30 YEARS AND OFFERS LOW INCOME RESTRICTIONS, BUT THEY GET ADDITIONAL MONEY TO DO EXTENSIVE REHAB TO THE PROJECT.

SO BASICALLY, YOU KNOW, THESE DEALS AT THE END OF THE 30 YEAR PERIOD CAN GET PRETTY DILAPIDATED.

SO THE RECENT SYNDICATION'S IMPORTANT TO, YOU KNOW, INFUSE A LOT OF MONEY INTO IT SO IT DOESN'T BECOME A SLUM EFFECTIVELY.

SO, YOU KNOW, MARKET BUYERS SOMETIMES IF IT'S IN A GOOD AREA AND THEY SAY, LOOK, AT THE END OF THE NEXT 15 YEARS, YOU KNOW, THE RENTS COULD PROBABLY HAVE A GOOD POP TO 'EM AND THERE'S PROBABLY A WAY TO TAKE IT TO MARKET.

THEY MAY COME IN, PUT THEIR OWN MONEY INTO IT, IT'S A GOOD PLAY.

IN SOME AREAS IT'S BETTER JUST TO RES SYNDICATE IT BECAUSE OVER THE NEXT 30 YEARS, IT'S UNLIKELY IN THIS LOCATION IT'S GONNA OFFER THAT TO THE MARKET.

SO WITH THIS DEVCO WHO'S BEEN DOING A LOT OF OUR AC REHABS, AND I'M A BIG SUPPORTER OF IT, BECAUSE YOU KNOW, THESE, YOU KNOW, IT'S NOT LIKE TAKING A BAD PROPERTY, MAKING IT GREAT.

I MEAN, THESE ARE PRETTY GOOD PROPERTIES, BUT, BUT THEY WILL GET BAD IN 15 YEARS.

THEY'VE BEEN PRETTY BULLISH AND A GOOD PARTNER TRYING TO FIND THESE DEALS, RESATE 'EM, AND MAKING SURE THEY DON'T GET INTO A DILAPIDATED CONDITION OVER THE NEXT 15 YEARS.

SO THAT'S WHAT THEY'RE PRESENTING TO US.

SO DOES THAT HELP? YEAH, VERY HELPFUL.

THAT WAS ONE OF MY QUESTIONS IS HOW LONG AND WHY WE'RE RE REDOING THIS WHEN THERE'S PROBABLY TERM LEFT, BUT THAT MAKES MORE SENSE.

AND I THINK THE OTHER THING TO POINT OUT IS THAT THE TAX CREDITS AND THE TAX EXEMPT BONDS, UH, NO LONGER, UH, DO THE TRICK IN REGARD TO THE HUGE CONSTRUCTION COSTS, UM, AND THE HIGH INTEREST RATES.

AND SO YOU NOTICE THIS $9 MILLION, OUR DEVELOPERS HAVE TO COME UP WITH ADDITIONAL MONEY THAT THEY DIDN'T USED TO HAVE TO DO, AND THEY DO THAT, THEY SOMETIMES DO IT BY DEFERRING THEIR DEVELOPMENT FEE, UH, BUT THEN THEY

[00:20:01]

USUALLY HAVE TO COME UP WITH ADDITIONAL FUNDS.

SO IN THIS CASE, WE HAVE THIS $9 MILLION THAT THEY HAVE PULLED TOGETHER, WHICH IS IMPRESSIVE BECAUSE IT JUST WOULDN'T HAPPEN WITHOUT THAT.

OKAY.

ANY OTHER QUESTIONS? ALL RIGHT, I'M GONNA GO DOWN THE ROLL.

UM, LET ME KNOW IF YOU ARE IN FAVOR, DIRECTOR ALLEN.

IN FAVOR, DIRECTOR MARSHALL C IN FAVOR, TREASURER PHARAOH.

IN FAVOR, DIRECTOR COLLINS IN FAVOR, DIRECTOR HINTON.

IN FAVOR, VICE PRESIDENT GARCIA.

IN FAVOR, DIRECTOR ELLIS IN FAVOR.

I'M IN FAVOR, DIRECTOR ROBINSON.

IN FAVOR, DIRECTOR MOORE IN FAVOR AND DIRECTOR ZADY IN FAVOR.

MOTION PASSES.

OKAY, MOVING ON TO THE NEXT AGENDA ITEM.

THIS AGENDA ITEM NUMBER SIX, RESOLUTIONS FOR ACCESS.

KESSLER PARK, EXCUSE ME, A MULTI-FAMILY RESIDENTIAL DEVELOPMENT, LOCATED AT 2,400 FORT WORTH AVENUE IN THE CITY OF DALLAS, DALLAS COUNTY, TEXAS 7 5 2 1 1 A.

CONSIDER AN ADOPT A RESOLUTION APPROVING AN AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING MOU WITH WATERFORD PROPERTY COMPANY LLC FOR THE FINANCING, ACQUISITION AND DEVELOPMENT OF ACCESS KESSLER PARK AND APPROXIMATELY 299 UNIT MULTIFAMILY RESIDENTIAL DEVELOPMENT.

AND B, CONSIDER AN ADOPT A RESOLUTION AUTHORIZING DHFC ACCESS KESSLER PARK, LLC, WHICH IS WHOLLY OWNED BY THE CORPORATION TO SERVE AS GENERAL PARTNER OF A TWO BE FORMED PARTNERSHIP IN CONNECTION WITH THE ACQUISITION, FINANCING AND OPERATION OF ACCESS KESSLER PARK AND APPROVING THE FORM AND SUBSTANCE OF AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AND THE EXECUTION THEREOF.

AND C, CONSIDER AND ADOPT A RESOLUTION APPROVING THE CREATION OF A LIMITED LIABILITY COMPANY WITH THE CORPORATION AS THE SOLE MEMBER WITH THE TEXAS SECRETARY OF STATE TO BE NAMED DHFC, KESSLER PARK LANDOWNER, LLC, AND APPROVING THE FORM AND SUBSTANCE OF A LIMITED LIABILITY COMPANY AGREEMENT AND THE EXECUTION THEREOF.

SO, UM, I GUESS GENERAL MANAGER QUINTO.

YES.

THANK YOU PRESIDENT HEALTH FAN.

UM, SO I GUESS WE CAN JUST INVITE SEAN UP.

I'M, I'M SURE DIRECTOR ROBINSON WILL HAVE SOME QUESTIONS ON THIS ONE TOO, SINCE HE'S NEW.

SO LET'S, LET'S JUST RUN THROUGH THE, THE QUICK REFRESH ON WHAT THIS IS AND THEN, UH, WE CAN HAVE SOME, UH, AND I GUESS THE HISTORY OF, OF THIS ONE 'CAUSE THAT'S SO SIGNIFICANT.

.

GOTTA PUSH THE BUTTON.

OKAY.

UM, WELL GOOD AFTERNOON.

THANK YOU CHAIR.

HEALTH FAN AND, AND BOARD MEMBERS.

UH, IT'S NICE TO BE BACK.

UH, SEAN ROSSON WITH WATERFORD PROPERTY COMPANY.

UM, I HAVE A PRESENTATION BEFORE I JUMP INTO THE PRESENTATION THOUGH, UM, TO YOUR POINT CHAIR, HEALTH FAN, I'LL, I'LL GIVE A, GIVE A LITTLE HISTORY ON THE PROJECT.

UM, ACCESS KESSLER PARK IS A PROJECT, UM, THAT WE BROUGHT BEFORE THIS BOARD LAST YEAR, UM, I BELIEVE IT WAS IN APRIL OR MAY OF, UH, OF LAST YEAR.

ORIGINALLY, WE HAD, UH, STRUCTURED THE DEAL TO DO IT AS AN ESSENTIAL HOUSING BOND FUNCTION DEAL, UM, SIMILAR TO THE TWO THAT THIS BOARD HAD DONE PREVIOUSLY.

UM, WE WENT THROUGH A FULL FINANCING PROCESS WITH THIS, UM, PROJECT LAST SUMMER, UNFORTUNATELY, UM, JUST DUE TO THE FINANCIAL TURMOIL IN THE BOND MARKETS, WE WERE UNABLE TO GET THIS PROJECT FINANCED.

UM, BUT OVER THE LAST YEAR, UM, WE'VE STAYED, UM, IN CLOSE CONTACT WITH THE SELLER.

UM, AND REALLY WHAT WE'VE DONE AND WHAT WE'RE BRINGING BEFORE YOU TODAY IS A RESTRUCTURED FORMAT SIMILAR TO THE DOMAIN TRANSACTION THAT WE CLOSED IN PARTNERSHIP WITH THE HFC, UH, WITH THE SAME PARTNERSHIP GROUP, UH, VISTRIA.

UM, THIS IS A PROJECT THAT, UH, OUR TEAM HAS SPENT A TREMENDOUS AMOUNT OF TIME ON.

UM, WE'VE ALSO SPENT A TREMENDOUS AMOUNT OF TIME, UM, WITH THE COMMUNITY.

UM, WE'VE ACTUALLY HELD A COMMUNITY OUTREACH MEETING, GOTTEN LETTERS OF SUPPORT FROM KEY KEY COMMUNITY LEADERS, UM, IN, UM, THE SURROUNDING NEIGHBORHOODS.

UM, IT'S SOMETHING THAT WE'RE, WE'RE EXCITED TO, TO, TO BRING BACK, UM, IN A RESTRUCTURED FORMAT AND HOPEFULLY GET THIS DONE.

UM, I, I'LL STOP THERE AND THEN I CAN GIVE A FORMAL YEAH, AND YOU MIGHT POINT OUT ALSO THAT WHEN WE WERE GONNA DO IT AS AN ESSENTIAL FUNCTION BOND, UH, PROPERTY, UM, IT DID GO BEFORE THE CITY COUNCIL AND WAS APPROVED.

IT DID, YES.

AND, AND, AND IT HAD SUPPORT OF, UM, COUNCIL

[00:25:01]

MEMBER WEST.

UM, YOU KNOW, A KEY COMPONENT, UM, TO HIS SUPPORT WAS HE WANTED TO MAKE SURE THAT, UH, THAT WE GOT THE COMMUNITY ON BOARD.

AND LIKE I SAID, WE, WE HOSTED, UH, A COMMUNITY MEETING, UM, IN THE, UM, FOR THE, WELL, FOR THE ENTIRE SURROUNDING NEIGHBORHOOD, BUT IT WAS IN STEVEN PARKS VILLAGE.

UM, AND, UH, WE GOT PROBABLY I'D SAY ABOUT 50 COMMUNITY MEMBERS THAT, THAT SHOWED UP.

UM, A NUMBER, UM, SUBMITTED LETTERS TO SUPPORT, TO MY KNOWLEDGE, THERE WAS NONE THAT WERE IN OPPOSITION TO THE PROJECT.

UM, AND THEN TO YOUR POINT, CHAIR HEALTH, AND IT DID GO IN FRONT OF THE CITY COUNCIL AND RECEIVE FORMAL APPROVAL AS WELL.

WITH THAT, I'M HAPPY TO JUMP IN AND GIVE AN OVERVIEW OF THE DEAL, UM, IF, IF YOU'D LIKE.

UM, AND JACKIE, DO YOU MIND GOING TO THE NEXT SLIDE PLEASE? SO, JUST TO REFRESH EVERYONE'S MEMORY, UM, SO ACCESS KESSLER PARK, UH, IT'S LOCATED AT 2 4 0 0 FORT WORTH AVENUE.

IT'S A 299 UNIT CLASS A, UM, MULTIFAMILY PROJECT.

UM, IT WAS CONSTRUCTED IN 2017.

UM, IT HAS A MIX OF 207 1 BEDROOMS, 74 2 BEDROOMS, AND 18, UM, THREE BEDROOMS. UM, YOU KNOW, ONE OF THE THINGS THAT WE LIKE ABOUT THIS PROJECT, UM, IS ITS PROXIMITY TO, TO DOWNTOWN.

AND BECAUSE OF ITS LOWER DENSITY CONFIGURATION, UNLIKE A NUMBER OF THE HIGHER DENSITY PROJECTS, UM, IN BISHOP ARTS, UM, YOU KNOW, WE SEE THIS AS A PROJECT THAT REALLY LENDS ITSELF TO, TO WORKFORCE FAMILIES.

UM, BECAUSE IT'S A LITTLE BIT LOWER DENSITY, YOU HAVE MORE OPEN SPACE, UH, FOR FAMILIES.

UM, YOU HAVE TUCK UNDER PARKING AS OPPOSED TO, TO STRUCTURED PARKING.

AND SO THAT'S ONE OF THE KEY ELEMENTS THAT DREW DREW US TO THIS PROJECT.

UM, JACKIE, IF YOU DON'T MIND GOING TO THE, THE NEXT SLIDE PLEASE.

SO, JUST TO GIVE SOME CONTEXT ON THE SURROUNDING NEIGHBORHOOD, UM, YOU KNOW, THE, THE PROJECT IS, UM, LOCATED NEAR NEAR SHOPPING.

IT'S, UM, IT'S A KEY, UM, KEY EMPLOYERS NEAR THE, THE PROJECT ARE METHODIST, DALLAS MEDICAL CENTER.

UM, ONE OF MY BEST FRIENDS THAT I GREW UP WITH IS A PHYSICIAN AT THAT HOSPITAL, AND I KNOW THAT HE SAID THAT THERE'S A NUMBER OF TECHNICIANS AND NURSES THAT WOULD LOVE TO LIVE ON A PROJECT CLOSE TO THE HOSPITAL LIKE THAT, THAT HAVE THE AFFORDABILITY, ESPECIALLY THE, THE MIDDLE INCOME TIERS.

UM, BUT, UH, IT'S LOCATED IN A GREAT LOCATION, UM, AGAIN, ACROSS FROM STEVEN PARKS VILLAGE.

UM, IF YOU DON'T MIND GOING TO THE NEXT SLIDE, JACKIE.

SO FROM AN AFFORDABILITY BENEFIT STANDPOINT, SO WHAT, UM, WHAT WE PROPOSED, UM, WAS, UM, AND I KNOW THERE'S BEEN SOME BACK AND FORTH, UH, ON THIS, UM, BUT, UM, 20% OF THE UNITS, IT'S 60, BUT, UM, I KNOW THAT THAT'S AN OPEN TOPIC.

UM, AND THEN, UM, THE REMAINING, UM, 30% OF THE UNITS AT, UH, AT 80% A MI AND THEN 40 AT ONE 40 AND THEN 10%, UM, AT MARKET.

SO SIMILAR TO HOW WE STRUCTURED, UH, THE DOMAIN TRANSACTION, UM, FROM A JUST DISCOUNT TO MARKET PERSPECTIVE ON THE WEIGHTED AFFORDABILITY BENEFITS, UM, UNDER THAT CONFIGURATION, WE'RE AT A 19, UM, POINT, I THINK FOUR 7% DISCOUNT.

UM, YOU KNOW, WHAT WE'RE, WHAT WE'RE REALLY SEEING HERE IS, IS THAT OBVIOUSLY, UM, THERE'S CONSIDERABLE ON A WEIGHTED BASIS, CONSIDERABLE, UM, AFFORDABILITY BENEFITS, UM, YOU REALLY START TO SEE IT IN THE TWOS AND THREE BEDROOMS. UM, AND THEN ONE THING I I, I DO WANT TO NOTE IS THIS PROJECT, UM, OVER THE LAST, YOU KNOW, CALL IT NINE MONTHS BECAUSE YOU HAVE A SELLER THAT REALLY PLANNED ON SELLING THIS ASSET.

UM, AND WE WERE UNDER CONTRACT AND THEY'VE BEEN A VERY, UM, ACCOMMODATING SELLER, IF YOU WILL.

UM, THE, THE OPERATIONS AT THE PROJECT DID START TO SUFFER.

SO IF YOU LOOK AT THEIR MARKET RENTS RELATIVE TO THE SURROUNDING MARKET RENTS, THEY, THEY FELL OFF.

AND IT'S NOT BECAUSE THE PROPERTY IS IN DISREPAIR.

THE, THE PROPERTY IS BEAUTIFUL.

UM, IT'S JUST, YOU HAD A SELLER THAT THOUGHT THAT THEY WERE SELLING THIS ASSET, AND FOR LACK OF A BETTER WORD, THEY WERE IN LIMBO.

UM, AND SO, UM, YOU DID SEE A SLIGHT DOWNDRAFT, IF YOU WILL, ON THOSE RENTS.

NOW THEY HAVE, THOSE RENTS ARE NOW COMING BACK UP.

AND SO WHEN I WANT TO JUST HIGHLIGHT WHEN YOU SEE THE DISCOUNT TO MARKET VERSUS THE IN PLACE, THAT'S WHAT'S DRIVING THAT DISCREPANCY IS IS THAT OPERATIONS AT THE PROPERTY DUE TO THE PRECARIOUS NATURE, UM, THAT THE SELLER WAS IN, DID, DID SUFFER.

UM,

[00:30:01]

AND THAT, THAT'S, BUT WE'RE SEEING IF YOU LOOK AT LIKE A T 60, THE LAST 60 DAYS AT, AT THE ASSET, UM, THOSE MARKET RENTS HAVE, HAVE JUMPED BACK UP.

AND WHAT'S THE VACANCY? SO RIGHT NOW, UM, VACANCY I THINK IS RIGHT AROUND FOUR, FOUR AND A HALF PERCENT, I BELIEVE.

UM, AND SO IT'S TRENDING BACK TO, TO TO MARKET.

AND SO WHEN YOU DID THE, UM, PUBLIC BENEFIT ANALYSIS, YOU DID IT BASED ON THE INPLACE RENTS OR I MEAN THE 2020, WHAT WE'RE CALLING THE 2024 RENTS, THE CURRENT, SO THAT THE CURRENT MARKET RENTS IS WHAT THEY'RE BASED ON.

CORRECT.

I, I'LL PRACTICE.

RIGHT.

SO, SO WHEN WE RAN THE POPE BENEFIT ANALYSIS, SINCE THERE WAS DIFFICULTIES WITH THE CURRENT, YOU KNOW, PROPERTY OWNER, WE RAN THE POPE BENEFIT WITH THE 2024 RENTS FOR THE A MI RENTS, AND THEN FOR THE COMP RENT, THE MARKET COMP RENTS AGAINST THOSE.

DE DESCRIBE TO ME THE DIFFERENCE BETWEEN THE 2024 AND THE MARKET COMP.

THE MARKET COMP, THE MARKET COMPREHENSIVES ARE THE, THE, YOU KNOW, THE COMPARABLES FROM THE OTHER, YOU KNOW, PROPERTIES IN THE MARKET, THE 2024 RENTS ARE, YOU KNOW, DICTATED BY HUD AND THE AM I LEVEL, YOU'RE SAYING THERE WAS A DELTA THAT'S, THAT'S THE DELTA, RIGHT? YOU, YOU TOOK THE COMP COMPARABLE PROPERTIES AND THAT'S THE MARKET RENT.

YES.

AND THEN YOU TOOK THE HUD RENTS AND THAT WAS THE DELTA THAT WAS THE DIFFERENCE IN RENT SAVINGS THAT YOU PROJECTED THE CORRECT PUBLIC BENEFIT ANALYSIS ON.

SO 2024 ARE THE RESTRICTED RENTS PER HUD COMPARED IT TO THE COMPARABLE PROPERTIES.

THAT IS HOW THEY DETERMINE WHAT THE SAVINGS ARE TO THE TENANTS, BECAUSE WHEN THOSE RELEASES RENEW, THEY'RE LIKELY GONNA GO TO WHAT GO TO THE MARKET RENT.

YEAH.

AS OPPOSED TO JUST WHAT'S THE IN PLACE RENT, RIGHT? SO THE RENT AT THE PROPERTY VERSUS WHAT THE ACTUAL MARKET RENTS ARE, THERE'S A DISPARITY THERE.

RIGHT.

THEY'RE NOT, THEY'RE NOT USING THE INPLACE RENTS.

RIGHT.

JUST BECAUSE THAT'S NOT WHERE THE RENTS ARE GOING TO YEAH.

WHEN THEY RENEW.

SO THE SAVINGS ARE BASED ON WHERE THEY'RE GONNA TRANSITION TO.

THAT'S HOW THE PUBLIC BENEFIT ANALYSIS IS PERFORMED.

YES.

CORRECT.

WHICH, WHICH IS SIMILAR TO HOW WE RAN THIS AGAINST FOR THE .

YES.

AND IT'S TRANSITIONING TO WHAT WE'RE CALLING THE COMPARABLE MARKET.

YES.

OKAY.

THAT THAT IS OUR ASSUMPTION.

CORRECT, SEAN, I MEAN, OVER TIME YOU'RE, YOU'RE ASSUMING THAT THE INPLACE RENTS AT THE PROPERTY WILL TREND UPWARDS TOWARDS THE MARKET.

COMPREHENSIVE.

YEAH.

AND, AND, AND REALLY, LIKE I SAID, IT, IT'S A FUNCTION OF, IF YOU LOOK AT THE, THE T 60, THOSE, THOSE RENTS HAVE JUMPED BACK UP.

UM, THERE, SO JUST TO TAKE A STEP BACK.

SO WHEN, WHEN YOU HAVE, SO MULTIFAMILY PROPERTIES, WHEN YOU BUY A MULTIFAMILY PROPERTY, TYPICALLY, YOU KNOW, YOUR TYPICAL TRANSACTION TIMELINE IS CALL IT 90 DAYS.

AND IF YOU'RE A LARGE OWNER, AS IS THIS, THIS OWNER SHERMAN, UM, TYPICALLY, AND WE'VE SEEN THIS, YOU KNOW, 'CAUSE WE'VE BOUGHT THOUSANDS OF EXISTING UNITS, THEY WILL TRANSITION THEIR MANAGEMENT TEAM OFFSITE BECAUSE TYPICALLY THEY'LL REALLOCATE THOSE FOLKS TO OTHER PROPERTIES.

UM, YOU KNOW, WE HAD PREVIOUSLY GOTTEN NON-REFUNDABLE ON THIS ASSET.

SO THEY THOUGHT THAT, THAT THIS WAS A, A, UM, AS WE ALL DID, , NOT THAT THIS WAS A VERY HIGH PROBABILITY OF EXECUTION ON THE BOND SIDE.

UM, AND SO WHAT HAPPENED WAS IS ONCE THOSE FOLKS LEFT THE ASSET, UM, THAT SELLER JUST DIDN'T HAVE THE RIGHT TEAM IN PLACE.

AND SO OPERATIONS SUFFERED AND, AND AGAIN, IT WAS JUST THE PRECARIOUS NATURE OF THIS TRANSACTION IS TYPICALLY YOU DON'T HAVE A MULTIFAMILY TRANSACTION, YOU KNOW, GO ON FOR BETTER PART OF A YEAR.

UM, AND THEN THEY SUBSEQUENTLY RETURN THOSE FOLKS BACK TO THE ASSET AND THEN OPERATIONS TICK BACK UP.

AND YOU CAN REALLY SEE THAT, UM, ESPECIALLY OVER THE LAST 60 DAYS.

YEAH.

IF I CAN, IF I CAN JUMP IN HERE FOR A SECOND, JUST TO SUM IT ALL UP, FOR EVERYONE WHO MAY OR MAY NOT HAVE REAL ESTATE EXPERIENCE, THE PROPERTY IS THE SAME.

IT'S STILL A VERY EXCELLENT ASSET.

WELL LOCATED, UM, WE'RE STILL IMPLEMENTING OUR SAME PROGRAM OF AFFORDABILITY.

SO ALL OF THE WEIRD INTRICACIES OF THE MARKET THAT HAVE GONE ON OVER THE LAST YEAR, THAT'S ALL GONNA NORMALIZE.

THIS IS GONNA COME BACK UP TO, TO WHATEVER NORMAL IS.

AND, UH, OUR PROGRAM IS GONNA BE JUST AS SUCCESSFUL AS, AS ANYWHERE ELSE IF, IF WE SHOULD MOVE FORWARD.

SO, YEAH.

OKAY.

WAS THERE, IS THERE STILL SOME ADDITIONAL FOR THE PRESENTATION OR, UM, YOU KNOW, I, I WILL STOP THERE.

I, YOU KNOW, I THINK A LOT OF THIS IS SLIDES THAT THIS BOARD HAS PREVIOUSLY SEEN, SO I DON'T WANNA BE REDUNDANT IN MY PRESENTATION.

WHAT I DO WANNA SAY IS, IS THAT, UM, YOU KNOW, THIS IS A PROJECT THAT WE'RE EXTREMELY EXCITED ABOUT.

UM, IT'S WITH A PARTNER THAT WE, UM, EXECUTED ON DOMAIN ON, UM, YOU KNOW, WE'RE OUR FORMAT.

IT'S AN IMPACT DRIVEN, UM, UM, INVESTMENT TEAM.

UM, YOU KNOW, THIS IS A PROJECT BECAUSE OF ITS PROXIMITY TO DOWNTOWN.

WE'RE REALLY EXCITED ABOUT.

UM, IT'S

[00:35:01]

ALSO A PROJECT BECAUSE, YOU KNOW, IT HAD PREVIOUSLY BEEN, BEEN APPROVED, UM, THAT WE'RE COMMITTED TO, UM, YOU KNOW, WE TAKE OUR RELATIONSHIP WITH THIS BOARD EXTREMELY SERIOUSLY.

UM, WE HAD COMMITTED TO LAST YEAR TO GET THIS, THIS PROJECT DONE.

UM, UNFORTUNATELY, UM, JUST DUE TO THE TURMOIL IN THE MARKETS, WE WEREN'T ABLE TO DO IT.

BUT WE'VE SPENT THE LAST YEAR, YOU KNOW, REALLY RESTRUCTURING THIS AND BELIEVE THAT WE'VE COME BACK WITH A GREAT SOLUTION AND, YOU KNOW, WE'RE COMMITTED TO GETTING THIS, THIS PROJECT DONE.

THANKS.

I'LL OPEN FOR DISCUSSION.

, THIS IS DIRECTOR HINTON.

I KNOW.

DIRECTOR ELLIS.

WAIT, WHAT WAS IT? I WAS GONNA SAY THIS IS DIRECTOR.

I'M SORRY.

THIS IS DIRECTOR HINTON.

I HAD A QUICK QUESTION ABOUT THE AMENITIES.

UM, I'M NOT REALLY FAMILIAR WITH THIS PROJECT.

I JUST STARTED ON THE BOARD RECENTLY.

SO I THINK IN THE PRESENTATION AND MAYBE IT WAS ADDRESSED, UM, THOSE ARE MORE LIKE OFFSITE AMENITIES, IS THAT CORRECT? I WANTED TO KNOW LIKE, SOME OF THE ON ONSITE AMENITIES THAT THIS PROPERTY HAS.

SO, AND, AND, AND JUST TO CLARIFY THAT, WHEN YOU SAY OFFSITE AMENITIES IN TERMS OF ITS JUST PROPERTY.

WELL, I SAW LIKE YEAH, LIKE PRO.

YEAH, BECAUSE I SAW LIKE, I BELIEVE IN THE PRESENTATION.

YEAH, I SAW WALMART.

GO AHEAD.

YEAH.

UM, JACKIE, IF, IF YOU DON'T MIND TURNING TO, I THINK IT'S THE, UH, THE THIRD SLIDE NEIGHBORHOOD.

YEAH.

YEAH, RIGHT.

NOPE, NOPE.

UH, YEP.

RIGHT THERE.

UM, SO, UM, THIS PROJECT, IT'S, IT'S LOCATED ADJACENT TO NEIGHBORHOOD, UM, UM, SERVING RETAIL.

IT'S, IT HAS A 24 HOUR FITNESS ADJACENT TO IT.

THERE'S A NUMBER OF, UM, YOU KNOW, WHAT I WOULD CALL NEIGHBORHOOD SERVING RESTAURANTS SUCH AS CHIPOTLE.

UM, IN TERMS OF SHOPPING, YOU'VE GOT ALDI THAT LITERALLY IS 0.1 MILES AWAY.

SO IT'S A, IT'S AN EASY WALK.

UM, YOU KNOW, WALMART SUPERCENTER IS TWO MILES FROM THE ASSET.

UM, IN TERMS OF, UM, EDUCATIONAL RESOURCES, UM, YOU'VE GOT STEPHEN PARK ELEMENTARY SCHOOL 0.2 MILES, AND THEN, UM, THE RAUL QUINTANILLA SENIOR MIDDLE SCHOOL 0.2 MILES.

YOU'VE GOT WEST MOUNT PARK, THAT'S 0.2 MILES.

UM, AND THEN STEVEN PARKS GOLF GOLF COURSE, IT'S ADJACENT.

AND THEN, LIKE I SAID, YOU'RE 2.1 MILES FROM, UH, DALLAS METHODIST, UH, MEDICAL CENTER.

UM, SO FROM A, JUST A ACCESSIBILITY.

UM, AND THEN PUBLIC TRANSIT AS WELL, THAT'S NOT ON HERE, BUT THERE IS A BUS STATION, UM, THAT'S LITERALLY RIGHT IN FRONT OF, UH, THE PROJECT AS WELL.

SO IN TERMS OF ACCESSIBILITY TO PUBLIC TRANSIT, IT'S RIGHT THERE.

UM, AND SO FROM A, JUST A WALKABILITY AND FROM A, UM, NEIGHBORHOOD AMENITY STANDPOINT, UM, WE BELIEVE THAT THIS PROJECT, UM, YOU KNOW, REALLY CHECKS ALL THE BOXES OF WHAT, UM, REALLY THE NEEDS OF, UH, WORKFORCE HOUSING FAMILIES NEED.

CAN I ALSO ADD, UM, 'CAUSE I'M FAMILIAR WITH THIS PROPERTY, IT'S WITHIN WALKING DISTANCE OF A LAUNDROMAT, UH, ONE OF THE BIG SUPER SEVEN ELEVENS THAT SERVE FOOD.

UM, ANOTHER FOOD COMPLEX CALLED SEVEN 30.

THERE'S AN AT AND T STORE IN THERE.

UM, THERE'S A BIG OPEN AREA FOR KIDS TO PLAY WHILE YOU'RE EATING.

THERE'S A COFFEE SHOP, UH, THERE'S A SMOOTHIE PLACE, THERE'S LIKE A LOCAL BAR.

I THINK THERE'S TWO LOCAL BARS IN THERE.

SO IT'S, IT'S WAY MORE WALKABLE THAN IT SOUNDS.

IT'S ALSO WITHIN WALKING DISTANCE TO A DOLLAR STORE, A CHASE BANK.

SO THERE'S A LOT CLUSTERED RIGHT THERE AT, UH, FORT WORTH AND SYLVAN.

YEAH.

THANK YOU.

YEP.

THANK YOU.

THANK YOU, DIRECTOR ROBINSON.

THANKS.

UM, LEMME ASK YOU A QUICK QUESTION ABOUT, UH, THE MARKET RINSE THAT WE WERE ON A SECOND AGO, AND THE PUBLIC BENEFIT ANALYSIS, AND PLEASE DON'T TAKE MY QUESTIONS AS NO SKEPTICISM IS PURELY ME TRYING TO FIGURE THIS OUT AND LEARN.

SO WITH THE, JUST OUTTA CURIOSITY, WHAT IS THE DELTA BETWEEN KIND OF WHETHER IT'S T 60 OR WHERE WE ARE TODAY VERSUS WHAT YOU GUYS HAVE INDICATED AS MARKET? AND I, I BELIEVE I HEARD THAT YEAH.

THE PUBLIC BENEFIT ANALYSIS WAS DONE BASED ON THESE MARKET RENTS THAT YOU'RE COMFORTABLE WE'LL GET TO.

I'M JUST CURIOUS.

WELL, SO HOW MUCH THAT DELTA WAS AND HOW MUCH THAT SWAYED PBA, IT'S, SO, AND UM, JACKIE, IF YOU DON'T MIND TURNING TO PAGE FOUR IN THE PRESENTATION, UM, UH, YEP.

RIGHT THERE.

UM, SO I'M GONNA SUMMARIZE THIS IN THE WAY THAT WE PUT IT IN OUR CHART, AND IF I DIDN'T ANSWER YOUR QUESTION, THEN JUST LET ME LEMME KNOW.

PERFECT.

BECAUSE I CAN'T READ MY SCREEN HERE.

.

THANKS.

UM, SO, SO IF YOU LOOK AT OUR RENTS RIGHT NOW, UM, AT OUR ONES WE'RE UNDERWRITING IT TO AN 8.24% DISCOUNT TO IN PLACE.

IF YOU WERE TO FACTOR

[00:40:01]

IN A MARKET SAVINGS, WE'RE AT 11.42 DISCOUNT AT OUR TWOS, WE'RE UNDERWRITING TO A 14.69 DISCOUNT TO IN PLACE AND A 33.5% DISCOUNT TO MARKET.

AND THEN AT OUR THREES, WE'RE UNDERWRITING TO AN 18.45 DISCOUNT TO IN PLACE AND A 38% DISCOUNT TO MARKET.

SO WHEN YOU WAIT THAT OUT, TODAY, WE'RE UNDERWRITING THIS TO A 10.5% DISCOUNT TO IN PLACE.

AND THEN WHEN YOU INFLATE THAT FOR MARKET, YOU'RE AT A 19.47 DISCOUNT.

UM, WHAT I'LL TELL YOU, AND AGAIN, WHEN YOU DO THE PUBLIC BENEFIT ANALYSIS, THAT THAT T IN WHICH, YOU KNOW, THEY, THEY'VE GOT A VERY PRESCRIPTIVE FORMULA AND, AND WE'RE VERY SUPPORTIVE OF IT.

IT'S A, IT'S A GREAT METHODOLOGY.

UM, THERE'S CERTAIN FACTORS, FOR INSTANCE, REHAB, THINGS LIKE THAT, THAT, THAT WEIGHT IT.

SO I DON'T WANT TO GET INTO THAT.

BUT WHAT I WILL SAY IS, WHEN WE START AND WE LOOK AT TRUE WORKFORCE HOUSING PROJECTS, YOU KNOW, IN OUR PORTFOLIO WE HAVE, UM, ABOUT 5,000 UNITS IN THIS, CALL IT MIDDLE INCOME SPACE.

YOU KNOW, WE LOOK TO ACHIEVE DAY ONE, ABOUT A 10% DISCOUNT TO IN PLACE.

AND THEN YOU SEE THAT GROW OVER TIME, RIGHT? BECAUSE YOU'RE, UM, YOU'RE CAPPING RADS, UM, AND YOU'RE, YOU'RE RUNNING THOSE TO WORKFORCE.

SO THAT TYPICALLY INCREASES.

UM, SO THE FACT THAT, YOU KNOW, WE'RE STILL ACHIEVING THAT, YOU KNOW, 10.5% DAY ONE, BUT WHERE WE THINK THAT THESE ARE SEVERELY UNDER MARKET, SO YOU'RE, SO THAT'S WHERE THAT, YOU KNOW, YOU'RE EFFECTIVELY DOUBLING THE DISCOUNT.

UM, YOU KNOW, WE LOOK AT THIS AS, YOU KNOW, A REALLY STRONG PRO PROJECT.

THANK YOU.

THANKS.

OKAY.

DIRECTOR ELLIS.

OKAY.

UM, YEAH, WHEN I SAW THE MOU ON FRIDAY, I JUST KINDA HAD, UH, I MEAN, LOOK, I WANT THIS DEAL TO CLOSE.

I THINK IT'S A GREAT, UH, FOR THE PROGRAM.

IT WAS KIND OF A , WE HAD A LOT OF UPS AND DOWNS LAST YEAR WHEN IT CAME TO THESE WORKFORCE MIDDLE INCOME DEALS.

UM, WHEN I READ THE MOU, I SAW THAT THE RESTRICTIONS, UH, WERE A LITTLE BIT DIFFERENT THAN WHAT WE ORIGINALLY LOOKED AT WHEN THIS WAS AN ESSENTIAL BOND DEAL.

WHEN WE FIRST LOOKED AT THIS, THIS WAS GONNA BE A PURE MIDDLE INCOME DEAL, THE MISSING MIDDLE.

UM, NOW I DID NOTICE ON THE DOMAIN WE DID ADJUST 10% OF THE UNITS TO 60%.

AND I UNDERSTAND WHY I THINK, YOU KNOW, THE ESSENTIAL BOND DEALS, UH, WHICH I STILL WANT TO DO, BUT THE MUNI MARKETS WENT A LITTLE SCREW ON THIS LAST SUMMER, UH, LIKE EVERYTHING ELSE DID.

UM, IT'S A DIFFERENT FORMULA.

WE OWN THE DEAL OUTRIGHT AND WE CAN ACTUALLY SELL IT IF WE SO WISH IN 15 YEARS.

SO ALL THE PROCEEDS GO TO THE HFC.

SO THE PUBLIC BENEFIT COULD BE JUST THROUGH THE ROOF.

YOU KNOW, AT THE END OF THE DAY, YOU KNOW, WITH THESE PARTNERSHIPS ARE CAPITALIZED WITH CONVENTIONAL DEBT AND EQUITY, RIGHT? SO IT'S NOT, YOU KNOW, THE, THE CASH FLOW, EXCESS CASH FLOW, THE PROCEEDS FROM AVERSION GO TO A PRIVATE ENTITY, NOT US.

SO IT'S A VERY, IT'S A VERY SCRIPTED OR VERY PEGGED, UH, AMOUNT THAT WE'RE, UH, THE HFC IS GETTING.

AND THEN THROW IN THE RENT REDUCTIONS AS WELL.

WE'RE NOT GOING BACK TO CITY COUNCIL.

WE FEEL LIKE WE'VE GOT THE APPROVAL NECESSARY TO DO IT, BUT WHEN THEY APPROVED IT, THIS WAS THE RESTRICTIONS WERE PURE MIDDLE INCOME.

OKAY, 10%, WHICH DAVID, YOU MIGHT SAY THAT'S 80 TO 180.

YEAH.

MY PO 80 TO 140% A MI.

SO THAT'S, I THINK WHAT WE CALL MIDDLE INCOME, RIGHT? JUST GENERALLY VERNACULAR 80 TO ONE 40 Y.

YEAH.

UNDER, UNDER CHAPTER 3 94, WHICH IS A STATUTE THAT, UM, WE OPERATE UNDER, THERE IS A NOTION THAT BOND FINANCE PROGRAM, UH, PROPERTIES THAT ARE OWNED BY THE HOUSING FINANCE CORPORATION MUST BE RESTRICTED AT 50%, UH, OF THE UNITS AT 80% AND LESS OF A MI, WE CARRY THAT OVER TO NON, UH, UH, BOND FINANCE PROGRAMS LIKE THIS.

AND THEN THERE'S AN ADDITIONAL REQUIREMENT THAT 90% OF THE UNITS BE RESTRICTED TO, UH, WHAT THE HFC DETERMINES TO BE MODERATE INCOME.

UH, WHICH, UH, IN THIS CASE HAS BEEN DETERMINED TO BE IN THE ONE 40 BED.

SO WE'RE NOT GONNA GO BACK TO COUNSEL.

WE FILLED OUT THE APPROVALS.

HOWEVER, NOW THE RESTRICTIONS ARE VEERING A LITTLE BIT TOO FAR OFF OF WHAT WAS ORIGINALLY APPROVED.

AND SO WHEN I SAW IT, I WAS LIKE, EH, I'M NOT SURE WE CAN GO THAT FAR OFF THE BEATEN PATH AND SAY, HEY, WE DON'T HAVE TO GO BACK TO COUNCIL.

HOWEVER, WE ARE DEALING WITH SOME, SO OUR GOOD FRIENDS AND, UH, THE LOYAL PEOPLE OF HILLTOP SECURITIES DOES REALLY, THE PUBLIC GOOD ANALYSIS I THINK IS AWESOME.

AND I THINK FOR ANY NEW DEALS THAT ARE FRESH OFF THE BOOKS, I THINK WE NEED TO MAKE SURE THEY HIT THAT LEVEL.

UH, THIS IS DIFFERENT.

WE HAVE A LOT OF HISTORY.

WE'VE ALREADY BEEN APPROVED BY COUNCIL.

THERE'S JUST A LOT OF MITIGATING CIRCUMSTANCES ON THIS.

AND I THINK THE PUBLIC GOOD, IF WE TAKE IT BACK, BACK TO THE 10% WE DID ON DOMAIN IS PROBABLY GONNA BE GOOD ENOUGH.

IT GIVES US THE PUBLIC GOOD ANALYSIS THAT SOMEWHERE IN THE 50% OF THE TAX ABATEMENT GOING TO EITHER RENT SAVINGS OR MONEY INTO THE HFC.

THERE'S ALSO A FEW OTHER FACTORS.

[00:45:01]

I THINK, LOOK, IT WASN'T AN EASY YEAR FOR THE OLD DALLAS HFC IN THE MARKETPLACE.

WE BECAME MARKET PLAYERS FOR SOME OF THE BEST PRODUCT IN THE NATION CLASS, A MULTI-FAMILY PRODUCT IN THE CITY OF DALLAS.

PEOPLE WERE LOOKING AT WHAT WE WERE DOING, YOU KNOW, AND THEN WHEN A LOT OF OUR DEALS WENT UNDER CONTRACT AND EXTENSIONS AND RET TRADES AND EXTENSIONS AND RET TRADES, AND IT JUST KIND OF BECAME, I WOULDN'T SAY WE WERE RETAINED IN THE MARKETPLACE, BUT IT WASN'T GOOD WHAT WAS HAPPENING AS WELL.

SO IF WE GO IN WITH REAL TIGHT UNDERWRITING, WHEN WE REALLY KIND OF TIGHTEN IT TO ABOUT 20% OF THE UNITS AT 60%, AND LOOK, I CLOSED A DEAL TWO WEEKS AGO, AND I SWEAR TO GOD IT TOOK, YOU KNOW, TWO YEARS OFF OF MY LIFE, YOU KNOW, BECAUSE OF THE VOLATILITY AND THE INTEREST RATES AND THE CAPITAL MARKETS.

ALL RIGHT? WE GO IN, WE HAVE THIS TIGHT UNDERWRITING, AND THEN THE TREASURY SHOOT UP TO 4.8, 4.9, YOU KNOW, THAT'S IMPACTFUL AND IT COULD SINK THE DEAL.

NOW EITHER WATERFORD IS EITHER GOING TO THE SELLER FOR A RETRADE YET AGAIN, WHICH ON DOMAIN, I THINK WE HAD TO DO IT TO BLACKSTONE, UH, WHICH IS NO GOOD.

OR HE HAS TO COME BACK TO US TO SAY, LOOK, CAN WE RESTRICT IT? WHICH ADDS MORE TIME.

AND WE HAVE A VERY PATIENT SELLER WHO'S GOING TO GET LESS PATIENT AND IT JUST GETS OUT.

SO AGAIN, MAYOR BRAX AND I WERE TALKING, LOOK, WE JUST DON'T WANT TO DO A DEAL JUST TO DO A DEAL, YOU KNOW? BUT LOOK, THERE'S A WHOLE HOST OF REASONS WHY IT'S LIKE, LOOK, IT'S GOOD ENOUGH AT 10% IT YOUR PROPOSAL TO STEP BACK THE INCOME RESTRICTIONS THEN TO YES, BACK TO 10% JUST BECAUSE THAT WAS IN THE SPIRIT OF WHAT WE, UH, APPROVED THROUGH CITY COUNCIL OR MORE IN THE SPIRIT WITH CITY COUNCIL.

DO WE NEED A SEPARATE MOTION FOR THAT? YEAH.

OR WE MOVE TO APPROVE CONTINGENT UPON THAT? NO, I, I THINK THAT IT WOULD REVISE, IT WOULD BE A NEW MOTION ON A REVISED MOU THAT GOES BACK TO THE 10% AT 60.

YEAH.

AND ONE OTHER THING I'M GONNA ADD, I'M SURE THEY'RE MITIGATING, YOU KNOW, THERE ARE MICRO FACTORS WITHIN THE PROPERTY, BUT LOOK, FOR THE FIRST TIME DALLAS HAD SOME RENT REDUCTIONS, WHICH HASN'T HAPPENED IN PROBABLY 10, 12 YEARS, RIGHT? YOU KNOW, THE PUBLIC, THE PUBLIC, UH, ANALYSIS, WHICH NEEDS TO BE CONSERV, THE PUBLIC GOOD ANALYSIS NEEDS TO BE CONSERVATIVE.

AND THEY OUGHT TO, YOU KNOW, IT'S 3%.

WELL, LOOK, DALLAS GREW RENTS OVER A 10 YEAR PERIOD, 5% ALMOST DOUBLE THE AMOUNT IT'S GONNA GET BACK UP TO, YOU KNOW, THE MIDDLE INCOME HAVING A REALLY GOOD RENT REDUCTION, UH, IN ABOUT THREE OR FOUR YEARS.

'CAUSE LOOK, THIS IS DALLAS.

SO, YOU KNOW, MARSH AND I, WE TALKED ABOUT IT, WE'VE KIND OF HAD DISCUSSIONS WITH BRAXTON.

I'M GONNA MOVE TO KIND OF ROLL IT BACK.

JUST NOT ALL MIDDLE INCOME, BUT JUST GOING FROM 20% AT 60 TO 10% AT 60, AND LET'S JUST CLOSE THE THING.

NO RET TRADES, NO EXTENSIONS, NO GOING TO COUNCIL, NO NEW.

AND THAT WOULD CHANGE, I GUESS.

SO THAT WOULD BE 10% AT 60 41 AT 80, RIGHT? CORRECT.

39 AT ONE 40 AND TENANT MARKET.

CORRECT.

SO THAT EVERYBODY'S CLEAR ON THAT.

AND THE ONE OTHER THING I WANNA SAY, AND IT DOESN'T HAVE TO DO WITH THIS, WHAT THE PERCENTAGE FOR 60 SHOULD BE, IS THAT I WANNA REMIND AND REMIND SOME PEOPLE AND TELL OUR NEW BAR BOARD MEMBERS THAT ANOTHER THING THAT WE KEEP IN MIND ON THESE, UH, PROPERTIES IS THAT IF WE DON'T GET INVOLVED WITH THEM NOW WITH A DEVELOPER LIKE WATERFORD THAT WANTS TO DO SOME AFFORDABLE UNITS, UH, THAT THE, THE, UM, ENVIRONMENT WHERE THIS PROPERTY IS LOCATED, IT WILL PROBABLY MAKE IT SUCH THAT WE WILL NEVER HAVE AFFORDABLE UNITS IN, IN THAT AREA.

SO THAT'S ANOTHER THING WE ALWAYS KEEP IN MIND WHEN WE APPROVE THESE, UH, WHAT WE CALL MISSING MIDDLE DEALS, IS THAT IF WE DON'T GRAB THEM WHEN WE CAN, WE WILL PROBABLY NOT EVER HAVE THAT OPPORTUNITY AGAIN.

SO I JUST WANTED TO, TO REITERATE THAT SOME PEOPLE WHO HAVE BEEN ON THE BOARD FOR A LONG TIME ALREADY KNOW THAT, BUT SOME OF OUR NEW BOARD MEMBERS MAY NOT REALIZE THAT THAT'S ONE OF THE REASONS THAT WE REALLY STRIVE TO TRY TO CAPTURE SOME OF THESE MIDDLE, UM, MISSING MIDDLE DEALS, UM, WHILE WE CAN.

SO, UM, ALRIGHT.

SO I GUESS, UM, IS THERE ANYONE WHO WANTS TO MAKE A MOTION TO REVISE THE MOU AS I JUST STATED? I'LL, I'LL MAKE A MOTION TO REVISE THE MOU THAT THE 20% OF THE UNITS AT 60% BE REVISED TO 10% OF THE UNITS AT 60% MI AND THOSE OTHER 10% MOVE BACK TO 80.

EXACTLY.

OKAY.

SO IT'LL BE 41 AT 80.

UM, OKAY.

SO DIRECTOR ELLIS MADE A MOTION.

DO I HAVE A SECOND? I'LL SECOND.

OKAY.

TREASURER PHARAOH MAY DID THE SECOND.

UM, OKAY.

SO THAT'S THE MOTION THAT YOU'LL BE VOTING ON FOR EVERYONE.

OKAY.

UM, AND I WILL, ARE THERE ANY OTHER, DID ANYONE ELSE HAVE ANY QUESTIONS? OKAY, I'M GONNA GO DOWN THE ROLL.

UM, DIRECTOR ALLEN IN FAVOR OF THE MOTION AS PRESENTED.

THANK YOU.

DIRECTOR MARSHALL C

[00:50:02]

IN FAVOR, TREASURER PHARAOH IN FAVOR, DIRECTOR COLLINS IN FAVOR, DIRECTOR HINTON IN FAVOR, UH, VICE PRESIDENT GARCIA.

IN FAVOR, DIRECTOR ELLIS IN FAVOR? I'M IN FAVOR, DIRECTOR ROBINSON.

UH, I'M GOING TO ABSTAIN.

OKAY.

UM, DIRECTOR MOORE IN FAVOR AND DIRECTOR ZADY IN FAVOR.

ALL RIGHT.

MOTION PASSES.

OKAY, MOVING ON TO THANK YOU SO MUCH, MR. ROSSON AND, AND ALL OF THE WATERFORD GROUP THAT'S HERE.

WE APPRECIATE YOU.

OKAY.

NEXT ITEM IS ITEM SEVEN RESOLUTIONS REGARDING THE APPOINTMENT OF AN ASSISTANT INVESTMENT OFFICER FOR THE CORPORATION AND ESTABLISHMENT OF A TEXT POOL ACCOUNT.

SUB ITEM A, CONSIDER AN ADOPT A RESOLUTION APPOINTING DIRECTOR DAVID ELLIS AS ASSISTANT INVESTMENT OFFICER OF THE CORPORATION, AND B, CONSIDER AN ADOPT A RESOLUTION AUTHORIZING THE CORPORATION TO ENTER INTO A PARTICIPATION AGREEMENT TO ESTABLISH A TEXT POOL ACCOUNT FOR THE PURPOSE OF TRANSMITTING FUNDS FOR INVESTMENT AND AUTHORIZING REPRESENTATIVES FOR ACCOUNT ACCESS.

SO, GENERAL MANAGER QUINTO.

THANK YOU, MARCY.

UM, SO THIS IS JUST KIND OF AN INSURANCE POLICY.

YOU NEVER KNOW WHAT'S GONNA HAPPEN TO THE BOARD MEMBERS, AND WE'RE GONNA MOVE A SIGNIFICANT AMOUNT OF MONEY INTO THIS ACCOUNT.

SO IF SOMETHING WERE TO HAPPEN TO TATIANA, HEAVEN FORBID, OR IF SHE FOUND BIGGER, BETTER PLACE TO LIVE, OR I'M ALMOST AFRAID YOU'RE GONNA SAY, WHAT IF SHE'S HIT BY A BUS? SO NO, NO, NO, NO.

WE, WE DON'T WANT TO PUT THAT OUT THERE.

WE'RE NOT GONNA SAY THAT.

NO, WE'RE NOT.

WE DON'T WANNA PUT THAT OUT THERE AS IF SHE'S PROMOTED TO CEO OF SOMETHING AND, AND SHE DECIDES TO LEAVE US.

UM, WE'RE JUST GONNA USE A BACKUP, UM, SO THAT WE CAN KEEP ACCESS TO, TO ALL OF OUR FUNDS.

AND, UM, AND YOU MIGHT REMIND THE, UM, EXISTING BOARD MEMBERS AND, UH, LET THE NEW BOARD MEMBERS KNOW THAT THIS INVOLVES TAKING A COURSE, WHICH TREASURER OF PHARAOH COULD PROBABLY TELL US ABOUT.

IT'S IN PROGRESS, BUT IT'S LIKE, HOW MANY, IT'S LIKE 15 HOURS, 10 HOURS.

IT'S 10 HOURS.

YEAH.

IT'S, NO ONE TOLD ME THAT , IT'S TOO LATE.

TOO LATE.

SO IT'S A, SO IT'S A COMMITMENT AND IT'S ANOTHER REASON WE DON'T WANT, YOU KNOW, WE DON'T WANNA BE IN A POSITION WHERE WE DON'T HAVE SOMEONE WHO HAS QUALIFIED, THERE'S QUALIFICATIONS TO, TO DO THIS, UH, SET FORTH BY THE STATE OF TEXAS.

CORRECT.

UM, AND SO, SO THAT'S WHY WE FEEL LIKE IF TWO PEOPLE ARE QUALIFIED, THEN THAT WILL BE A GOOD THING.

RIGHT.

UM, SO YEAH, THERE'S NOT MUCH MORE TO IT.

UM, OBVIOUSLY WE'VE, WE HAVE THE PLAN IN PLACE.

WE JUST NEED TO, UH, EXECUTE THE LAST FEW STEPS.

AND YOU GUYS CAN START INVESTING YOUR PUBLIC FUNDS ACCORDING TO THE PUBLIC FUNDS INVESTMENT ACT.

SO, AND THAT'S ANOTHER THING I'LL LET THE, ANY NEW BOARD MEMBERS KNOW, IS THAT, UM, TEXAS HAS A STATUTE THAT DOES AUTHORIZE US TO INVEST OUR FUNDS, AND THERE'S NO REASON WHY WE WOULDN'T WANNA GROW THOSE FUNDS.

UM, THIS TEXT POOL THAT WE'RE INTENDING TO PUT OUR FUNDS IN IS EXTREMELY CONSERVATIVE AND SAFE.

AND THERE'S, I DON'T KNOW, WHAT WOULD YOU SAY, RYAN, OF HOW MANY MILLIONS OF DOLLARS ARE IN THIS TEXT POOL? THERE'S A LOT.

, THERE'S PROBABLY THOUSANDS OF GOVERNMENTAL ENTITIES ACROSS THE STATE THAT PARTICIPATE IN IT.

SO VERY SAFE.

VERY, YEAH.

I WOULD SAY BILLIONS, BILLION NOT IN TERMS OF INVESTMENT IS SO JUST TO, TO LET ANY BOARD MEMBERS THAT WEREN'T INVOLVED WHEN WE FIRST VOTED TO DO THIS, TO PARTICIPATE IN THIS, UM, WE FEEL LIKE IT'S A VERY SAFE THING TO DO AND, YOU KNOW, ALL THE BETTER IF WE CAN TAKE ADVANTAGE OF THIS INTEREST RATE ENVIRONMENT AND EARN MONEY ON OUR MONEY.

SO, UM, TO, TO, TO DO OUR, TO PERFORM OUR MISSION.

SO, UM, SO DOES SOMEONE WANT TO MAKE A MOTION TO APPROVE? I'LL MAKE THE MOTION TO APPROVE .

OKAY.

YEAH.

TREASURER, WE'RE A TEAM NOW.

AND WHO SECONDS I SECOND.

OH, OKAY.

ALL RIGHT.

UM, I DON'T KNOW, CAN WE DO THIS AS AN ALL IN FAVOR? I THINK LET'S VOICE VOTE.

THAT'S, YES.

OKAY.

, THE CITY ATTORNEY TELLS US WE CAN, SO ALL IN FAVOR SAY AYE.

AYE.

AYE.

AYE.

ANY OPPOSED? ANYONE WHO OPPOSES HIS TO TAKE THAT CLASS AND BE THIS ? ANYWAY, JUST KIDDING.

I'M, I'M HONORED TO BE, UH, DIRECTOR PHARAOH'S ASSISTANT.

I HOPE NOT TO LET HER DOWN, SO, OKAY.

THANK YOU.

[00:55:01]

ALL RIGHT.

MOTION PASSES.

OKAY.

UM, AND I GUESS THIS WAS WHERE WE WERE GONNA, UM, OPEN IT BACK FOR PUBLIC COMMENT.

UM, MR. BAKER, DID YOU GET YOUR YES, I THINK I DID HEAR YOU.

GO AHEAD.

SAY SOMETHING.

OH, I THOUGHT I HEARD HIM.

IT WASN'T OH, OH, MS. BAKER.

OKAY.

IS THIS BETTER? WE CAN HEAR YOU, THANK YOU.

WE CAN, YES.

OKAY.

THANK YOU.

MR. BAKER.

I, I HAD TO, I HAD TO, UH, UH, UNMUTE MYSELF.

UH, THANK YOU FOR, UH, FOR YOUR PATIENCE HERE.

UH, WE MADE ATTEMPTS ON MARCH 8TH AND APRIL 22ND TO MAKE YOU AWARE OF OUR CONCERNS AND DISAPPOINTMENTS WITH, UH, BOTH THE PFC AND THE HOUSING FINANCE CORPORATION FOR PASSING PROJECTS HERE IN DISTRICT THREE.

WHEN WE DIDN'T HAVE BOARD MEMBERS, UH, FOUR TO REPRESENT OUR, OUR CONCERNS AND OUR NEEDS, UH, WE HAD ASKED STAFF TO PROVIDE AN EMAIL TO THE, UH, TO BOTH BOARDS.

AND, UH, CAN I ASK IF YOU ALL RECEIVED THE EMAIL THAT WE SENT TO YOU? THIS ISN'T AN AGENDA ITEM.

OKAY.

RIGHT.

WELL, UH, THIS IS, THIS IS THE ONLY TIME I, I HAVE TO EXPRESS OUR, OUR CONCERNS HERE.

AND I'VE ALREADY SPOKEN WITH THE, UH, PUBLIC FINANCE CORPORATION, AND I'M NOT AWARE OF ANY PROCESS TO SPEAK WITH YOU ALL OTHER THAN THIS TIME.

SO IS THERE ANOTHER PROCESS THAT I SHOULD BE MAKING MYSELF, UH, AWARE OF? UM, JUST A SECOND, MR. BAKER.

WE'LL SEE IF TALKING ABOUT AGENDA, HE HAD SOMETHING TO SAY ABOUT LIKE ONE OF THE NO, BUT, BUT IS THERE SOMETHING HE CAN DO ABOUT, LIKE, BEING ON THE AGENDA? UM, THAT'S WHAT HE'S ASKING.

HE WOULD, I GUESS, HAVE FOLLOW UP WITH THAT.

I'M NOT SURE.

SO MR. BAKER, I THINK WHAT WE WOULD NEED YOU TO DO IS TO MAKE SURE THERE WAS AN AGENDA ITEM ON, ON THIS TOPIC, AND I THINK IF, UH, THERE, THERE, THERE WAS NOT, UH, I SENT AN EMAIL THAT INCLUDED COMMUNITY MEMBERS IN SUPPORT OF OUR POSITION TO MR. KENTO BACK IN, UH, MARCH AND APRIL, AND WITH THE REQUEST THAT HE PROVIDE THAT TO YOU ALL.

OKAY.

SO AND SO, OKAY.

SO WHAT I'M GONNA DO IS I WILL GET WITH GENERAL MANAGER QUINTO MM-HMM.

, AND, UM, SEE IF THERE'S SOME WAY THAT WE CAN, UM, SPEAK TO YOUR CONCERNS.

OKAY? OKAY.

WELL, HE'S, HE'S IN POSSESSION OF, UH, A WRITTEN, A WRITTEN EMAIL TO THE ENTIRE BOARD VOICING OUR CONCERNS, AS IS OUR COUNCIL MEMBER.

SO, UH, WE, AND LIKE I SAID, WE'RE TRYING TO WORK THROUGH CHANNELS, BUT WE'RE NOT FINDING A CHANNEL THAT APPEARS AVAILABLE TO US.

UH, YOU ALL'S, UH, CONTACT INFORMATION IS NOT PUBLISHED.

SO AGAIN, WE DON'T WANT TO CONTACT YOU OUTSIDE OF THAT.

NO, I APPRECIATE, I APPRECIATE YOU DOING THAT.

AND I AM GONNA GET WITH GENERAL MANAGER QUINTO AND, UM, AND TALK TO HIM ABOUT SOME WAY THAT WE CAN ADDRESS YOUR CONCERNS.

WELL, PLEASE BE AWARE THAT HE ALREADY HAS THE, ALONG WITH THE HOUSING DIRECTOR, THEY BOTH HAVE COPIES OF THE EMAIL THAT WE SENT, UH, ALONG WITH, UH, COUNCILMAN GRACIE.

SO, UH, WE'RE EXTREMELY CONCERNED ABOUT THIS AND, UM, OKAY.

SO IT WAS WORTH THE WAIT TO BE ABLE TO TALK TO YOU DIRECTLY ABOUT THIS, SO THANK YOU FOR THAT.

OKAY.

THANK YOU.

WE APPRECIATE.

BYE-BYE.

YOU, UH, BYE-BYE.

BRINGING THIS TO OUR ATTENTION.

THANKS.

OKAY.

UM, OKAY, WE'RE MOVING ON TO ITEM AGENDA, ITEM EIGHT, WHICH IS A REVIEW AND DISCUSSION OF THE DHFC TREASURER'S REPORT FOR THE THREE MONTH PERIOD ENDING, ENDING, ENDING ON MARCH 31ST, 2024.

2024.

MR. BAKER, MR. BAKER, DO YOU NOW HAVE, DID YOU GO BACK ON MUTE? BACK ON MUTE? DO YOU THINK THAT'S WHAT'S CAUSING IT? OKAY, WE'VE GOT ECHO.

ECHO SOMEWHERE.

ECHO SOME.

ALL RIGHT.

ANYWAY, UM, MR. BAKER, CAN YOU PLEASE MUTE? I CAN'T CONTROL YOUR MUTING.

I CAN'T, YOUR MUTING.

[01:00:07]

IS IT MUTED? OKAY.

YES, WE'RE GOOD.

OKAY.

, ITEM NUMBER EIGHT, REVIEW AND DISCUSSION OF DHFC TREASURER'S REPORT FOR THE THREE MONTH PERIOD ENDING ON MARCH 31ST, 2024.

AND I'LL TURN IT OVER TO GENERAL MANAGER QUINTO.

YES.

OKAY.

UM, I'M NOT GONNA GO THROUGH THE REPORT WORD FOR WORD.

UM, WE MADE, UH, QUITE A BIT OF MONEY OVER THE LAST COUPLE MONTHS.

YOU GUYS HAVE COLLECTED A COUPLE FEES.

UM, FINANCIALLY WE ARE LOOKING VERY GOOD FOR THE YEARS, SO IF WE CONTINUE TO CLOSE SOME DEALS, UH, KEEP DIRECTOR ELLIS HA HAPPY, UM, I THINK WE'LL, WE'LL BE ABLE TO PAY THE BILLS HERE.

SO, UM, IF THERE ARE ANY SPECIFIC QUESTIONS, UM, YEAH, I'LL JUST OPEN THE FLOOR.

I DIDN'T HAVE ANY QUESTIONS, BUT IF ANYBODY ELSE DID TREASURER PHARAOH QUESTION, DO WE HAVE THE DETAILS ON THE SCHEDULED PROFESSIONAL SERVICES FOR Q1? I WILL NOTE THAT AND ASK SHANNON FOR THOSE DETAILS AND, AND WE CAN, OKAY.

I THINK IT'S KIND OF ODD THAT WE ONLY SPENT LIKE 10% OF THE BUDGET.

NO, I THINK, I THINK THE EXPLANATION THERE IS THAT WE WERE SUPPOSED TO GET QUARTERLY BILLING FROM THE CITY, AND I DON'T BELIEVE THAT THEY HAVE FOLLOWED THROUGH.

YEAH, I, I REACHED OUT TO THEM AND WE WILL BE GETTING BILLS TODAY FOR THE FIRST TWO QUARTERS.

OKAY.

SO SHOULDN'T WE REFLECT THE LIABILITY THERE? UM, WE HAVE AN IMPENDING LIABILITY.

YEAH, THERE SHOULD HAVE BEEN AN ACCRUAL, BUT I THINK SHE SAID THESE ARE PREPARED ON A CASH BASIS.

THIS IS A CASH BASIS, SO THAT'S WHY YOU DON'T SEE AN ACCRUAL ON ME.

OH YEAH.

IT SAYS, OKAY.

OKAY.

BUT I THINK THAT FIGURE THAT WE HAD IN THE BUDGET WOULD TELL YOU WHAT THE ACCRUAL WOULD'VE BEEN.

RIGHT? WE'RE EXPECTING A Q1 BILL FOR ABOUT $36,000.

I'LL HAVE TO, I'LL HAVE TO LOOK AND SEE WHAT THE CITY BILLS TO HERE, SO, BUT THAT'S WHAT WE BUDGETED.

YES.

TREASURER OF FARRAH.

ANY OTHER QUESTIONS? OKAY, MOVING ON TO ITEM NUMBER NINE, REVIEW AND DISCUSSION OF THE CORPORATION'S PIPELINE REPORT AS OF MAY 10TH, 2024.

GENERAL MANAGER QUINTO.

YES.

SO, UM, NOTABLE NEW ITEMS WE WILL BE MOVING TO ACCESS KESSLER BACK INTO THE VIABLE PROJECTS, UH, COLUMN.

WE HAVEN'T CLOSED ANYTHING ELSE.

DOMAIN WAS OUR LAST CLOSING IN MARCH, I BELIEVE.

UM, WE DO HAVE FIVE PROJECTS HERE IN LINE TO, I GUESS EITHER HAVE ALREADY RECEIVED BONDS OR ARE IN LINE FOR BONDS.

UM, AND THEN WE ALSO HAVE PARADISE GARDENS, WHICH WE'LL BE APPLYING LATER ON IN THE YEAR.

UM, WE'LL PROBABLY RECEIVE THOSE.

AND ELA? ELA, YES.

WE'LL, WE'LL BE CLOSING AS WELL.

UM, SO PLANNED CLOSING SO FAR AS ELA, WEST VIRGINIA APARTMENTS WILL BE CLOSING SAME TIMEFRAME IN JUNE, I BELIEVE.

UM, AND THEN WE ARE WAITING TO SEE HOW HIGHLINE, ILLINOIS AND TENANTS AND LOFTS SHAKE OUT.

UM, BUT WE ALSO HAVE THE WATER