* This transcript was created by voice-to-text technology. The transcript has not been edited for errors or omissions, it is for reference only and is not the official minutes of the meeting. UM, [00:00:01] OKAY, SO, [Dallas Housing Finance Corporation on September 10, 2024.] UM, I CALLED THE MEETING TO ORDER. WE'RE NOW ON AGENDA ITEM TO THE ROLL CALL. IF MS. SCHRODER WOULD, UH, DO THE ROLL CALL, PLEASE? YES. UM, I STATE YOUR MA'AM, PLEASE. UM, STATE YOU'RE PRESENT. DIRECTOR SEAN ALLEN, PRESENT DIRECTOR PPIN, SORRY, VIPIN N, BUT DIRECTOR JACK MARSHALL. C HE WILL NOT BE ABLE TO JOIN US TODAY. DR. UH, TREASURER TATIANA FARRO. PRESENT DIRECTOR PATTY COLLINS. PRESENT DIRECTOR KEVIN HINTON. PRESENT, PRESENT VICE PRESIDENT RYAN GARCIA. PRESENT DIRECTOR DAVID ELLIS. PRESENT. PRESENT. GARCIA HEIN. PRESENT? VERY TONY PAGE PRESENT AND DIRECTOR SEAN ZA. OKAY. AND WE DO HAVE FORM. THANK YOU. UM, THIS IS THE PART OF THE MEETING WHERE I WOULD ASK IF ANYBODY HAS ANY PUBLIC COMMENTS ON ITEMS FOUR THROUGH 13 OF THE AGENDA, UM, TO PLEASE, YOU KNOW, LET US KNOW SO THAT WE CAN HEAR YOUR COMMENT. OKAY. NO COMMENTS ON ITEMS FOUR THROUGH THROUGH 13. UM, AND NOW, UH, WE GO ONTO APPROVAL OF THE MINUTES FOR THE AUGUST 27TH, 2024, CITY OF DALLAS HOUSING FINANCE CORPORATION EVENING. AND, UM, I WILL, UM, I GUESS LET'S DO A MOTION AND A SECOND AND THEN I'LL ASK IF THERE ARE ANY CORRECTIONS OR COMMENTS. DOES THAT, ALRIGHT, I'M GONNA DO ALLEN AND SECRETARY PAGE, THAT'S THE SECOND. UM, OKAY. ANY REVISIONS OR AMENDMENTS OF ANY KIND OR COMMENTS? OKAY. AND ALL IN FAVOR SAY AYE A. ANY OPPOSED? OKAY. MINUTES ARE APPROVED. UM, NOW IT IS NOW 12:09 PM ON SEPTEMBER 9TH. THE HFC WILL NOW GO INTO CLOSED SESSION UNDER SECTION 5 55 0.0 7 1 5 55 5, SORRY, UNDER SECTION 5 51 0.071 AND 5 51 0.074 OF THE TEXAS OPEN MEETING SET 50 THE ADVICE OF OUR ATTORNEY AND TO DELIBERATE THE EMPLOYMENT AND DUTIES OF GARY QUINTO FOR THE POSITION OF GENERAL MANAGER. UM, WHICH ACTUALLY THE APPOINTMENT HAD ALREADY BEEN DONE. SO, UM, SO THIS IS TO DISCUSS THE EMPLOYMENT BY THE DHFC. SO WE ARE NOW GOING INTO EXECUTIVE SESSION, WHICH MEANS THAT, UM, THE, UH, BOARD MEMBERS WHO ARE, UH, ONLINE WILL NEED TO GO OUT OF THIS SESSION AND GO INTO THE EXECUTIVE SESSION ZOOM THAT YOU HAVE BEEN PROVIDED. OKAY. UH, WE'RE, UH, LET ME READ THIS. THE HOUSING FINANCE CORPORATION HAS RETURNED FROM CLOSED SESSION AT 1:24 PM ON SEPTEMBER 9TH, UNDER SECTION 5 55 0.071 OR 5 51 0.071 AND 5 51 0.074 OF THE TEXAS OPEN MEETINGS ACT. AND I WILL POINT OUT THAT, UH, WE, UM, WE STILL HAVE FORUM, INCLUDING THAT DIRECTOR JD IS NOW IN PERSON INSTEAD OF. SO, UM, OKAY. SO WE'VE HAD AN EXECUTIVE SESSION AND NOW, UM, I WILL ENTERTAIN A MOTION, UM, IN REGARD TO, UH, TO THE EMPLOYMENT MATTER THAT WAS DESCRIBED IN THE AGENDA. I ACTUALLY READ THIS, READ THE ACTION ITEM. OH, OKAY. YOU'RE RIGHT. UM, PURSUANT TO TEXAS GOVERNMENT CODE SECTION 5 51 0.071, CONSULTATION WITH ATTORNEY [00:05:01] FOR THE CORPORATION TO SEEK THE ADVICE OF ITS ATTORNEY ABOUT A MATTER ON WHICH THE DUTY OF THE ATTORNEY TO THE GOVERNMENTAL BODY UNDER TEXAS DISCIPLINARY RULE OF PROFESSIONAL CONDUCT OF THE STATE BAR OF TEXAS CLEARLY CONFLICTS WITH CONFLICTS WITH THE TEXAS OPEN MEETINGS ACT. CHAPTER 5 51 OF THE TEXAS GOVERNMENT CODE AND B, PURSUANT TO TEXAS GOVERNMENT CODE SECTION 5 51 0.074 PERSONNEL MATTERS TO DELIBERATE THE EMPLOYMENT AND DUTIES OF ERIN QUINTO FOR THE POSITION OF GENERAL MANAGER. THE ACTION ITEM. OH, ACTION ITEM. UM, WELL, UH, OKAY, UM, CONSIDER AND APPROVE OF, UM, APPROVING THE TERMS OF THE EMPLOYMENT AGREEMENT AND AUTHORIZING THE PRESIDENT TO EXECUTE THE EMPLOYMENT AGREEMENT OF THE GENERAL MANAGER. THE ACTION ITEM THAT WAS POSTED, UM, HAD TWO ITEMS THAT WERE NOT NECESSARY BECAUSE, UM, ERIN QUINTO HAS ALREADY BEEN APPOINTED TO THE POSITION OF GENERAL MAN MANAGER, UH, AND WE DID ADOPT THE RESOLUTION DOING THAT PREVIOUSLY. SO WE DON'T NEED TO DO THOSE TWO THINGS. WE JUST, UM, HAVE AS ACTION ITEMS APPROVING THE TERMS OF THE EMPLOYMENT AGREEMENT AND AUTHORIZING THE PRESIDENT TO EXECUTE THE EMPLOYMENT AGREEMENT. SO I WILL ENTERTAIN A MOTION I MOVE TO APPROVE THE RESOLUTION AUTHORIZING THE EMPLOYMENT OF AARON QUINTO, GENERAL MANAGER OF THE CITY OF DALLAS HOUSING FINANCE CORPORATION WITH THE AMENDMENT TO SECTION TWO TO REFLECT THAT THE BALANCE FOR THE SPECIFIC DETAILS OF EMPLOYMENT. UH, GO TO THE EMPLOYMENT COMPENSATION COMMITTEE. DO I HAVE A SECOND? A SECOND COMMITTEE? WHO WAS THAT? DR. MOORE. THANK YOU. UH, IS THERE ANY DISCUSSION? OKAY, I'M GONNA READ THROUGH. UM, SO SAY YES OR NO ON WHETHER YOU APPROVE THAT MOTION. UH, DIRECTOR ALLEN? YES. OKAY, ONE SECOND. OKAY. UH, TREASURER PHARAOH? YES. UH, DIRECTOR COLLINS APPROVE. DIRECTOR HUNTON APPROVE. UH, VICE PRESIDENT GARCIA APPROVE. DIRECTOR ELLIS APPROVE. I APPROVE. DIRECTOR ROBINSON APPROVE. DIRECTOR MOORE APPROVE. UH, T UH, SECRETARY PAGE APPROVE. AND DIRECTOR ZA APPROVE. OKAY. MOTION PASSES. UH, OKAY. NOW CAN I MAKE A CHANGE TO THE AGENDA? OH, YEAH, WE'RE STILL ON THE ITEM. OH, YOU WANTED TO MAKE A CHANGE TO THE AGENDA AFTER WE FINISH THIS ITEM? OH. OH, OKAY. GOING TO BUMP INTO THE NEXT MEETING. YEAH, I WANT, IN CASE THERE'S ANYONE IN THE AUDIENCE ITEM. OH, FOR TENNESS AND LUMPS? NO, BEFORE THAT ITEM I WANTED, YEAH, I WANTED TO BUMP THE INDUCEMENTS TO THE NEXT MEETING IN CASE THERE WAS ANYONE IN THE AUDIENCE WATCHING ONLINE SO THEY CAN KNOW WE'RE DOING IT NEXT MONTH. THEY DON'T HAVE TO SIT THROUGH EVERYTHING. OKAY. SO THAT WOULD BE, UM, MAYBE SPECIFIED THOUGH. UM, I MOVE TO TABLE ITEMS 10, 11, 12, AND 13 TO OUR NEXT MONTH'S, UH, MEETING AGENDA SEVEN. OKAY. ANY DISCUSSION? YES, MA'AM. ALL RIGHT. THEN I AM GOING TO GO DOWN THE LIST FOR THAT. SO THIS IS TO MOVE THOSE ITEMS. UM, OKAY. SO, UH, DIRECTOR ALLEN GROUP, UH, TREASURER PHARAOH. MM-HMM. DIRECTOR COLLINS APPROVE. UH, DIRECTOR HINTON APPROVE. VICE PRESIDENT GARCIA APPROVE. DIRECTOR ELLI APPROVE. UH, I APPROVE DIRECTOR ROBINSON. DIRECTOR MOORE. APPROVED SECRETARY, PAGE APPROVED. AND DIRECTOR ZA APPROVED. OKAY, SO THOSE ITEMS ARE BEING MOVED. OKAY. SO, ALL RIGHT, SO WE STILL HAVE ITEM SEVEN, WHICH IS, UM, RESOLUTION FOR TENNIS AND LOSS, A MULTIFAMILY RESIDENTIAL DEVELOPMENT TO BE LOCATED AT 3,500 TO 36 32 SAMUEL BOULEVARD IN THE CITY OF DALLAS, DALLAS COUNTY, TEXAS. 7 5 2 2 3, EXCUSE ME. A, CONSIDER AN ADOPT RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING WITH GENERATION HOUSING PARTNERS, LLC AND GHT DEVELOPMENT TWO [00:10:01] LLC FOR THE FINANCING, ACQUISITION AND CONSTRUCTION OF TENNY AND LOSS OF MULTIFAMILY RESIDENTIAL DEVELOPMENT. B, CONSIDER AN ADOPT A RESOLUTION APPROVING THE CREATION OF A LIMITED LIABILITY COMPANY WITH THE CORPORATION AS THE SOLE MEMBER THAT WITH THE TEXAS SECRETARY OF STATE TO BE NAMED DHFC, TENNY AND WATTS, G-P-L-L-C AND APPROVING THE FORM OF A LIMITED LIABILITY COMPANY AGREEMENT. C, CONSIDER AN A ADOPT 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, TENON LOFTS DEVELOPER LLC AND APPROVING THE FORM OF A LIMITED LIABILITY COMPANY AGREEMENT. D CONSIDERING A DOCTOR 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 10. AND LOFTS, LANDOWNER LLC AND APPROVING THE FORM OF A LIMITED LIABILITY COMPANY AGREEMENT. AND E CONSIDER AN ADOPT A RESOLUTION APPROVING THE CREATION OF A LIMITED LIABILITY COMPANY WITH THE CORPORATION AS THE SOLE MEMBER, TEXAS SECRETARY OF STATE TO BE NAMED DHFC 10 AND LOFTS CONTRACTOR LLC AND APPROVING THE FORM OF A LIMITED LIABILITY COMPANY AGREEMENT. ALRIGHT, THANK YOU. UM, WE ACTUALLY HAVE GOOD ABAQUS HERE FROM GENERATION HOUSING. SHORT LITTLE, UH, REMINDER. SO THIS IS A TAX CREDIT DEAL. WE INDUCED IT, UH, EARLIER THE YEAR. THEY GOT A APPLICATION, THEY GOT AN AWARD OF CITY FUNDING ACTUALLY. SO THIS DEAL IS, IT'S ON ITS WAY TO, UH, SUCCESSFUL FINANCING AND . CHRIS, THANKS RICK. THANK YOU ERIC. CHRIS, VICE DURATION PARTNER. THANK YOUR TIME TODAY. UH, SO THIS DYS OUR FOURTH PARTNERSHIP WITH . UM, SO 10 MOSS. SO TENON MOSS IS 164 UNIT FAMILY DEVELOPMENT. UM, WE'RE ON SAMUEL BRAND, UH, DIRECTLY SOUTH OF TENON GOLF COURSE. UM, I CAN CAN GO TO THE NEXT SLIDE HERE. YEAH, SO IT'D BE A TRUE MIXED INCOME DEVELOPMENT. SO IN TERMS OF THE INCOME BANDS, IT WOULD BE 30, 50, 60, 70, 80% A MI. UM, AGAIN, WE'RE BREADTH SOUTH SENSE GOLF COURSE, WHICH TO 81 ACRE A AND THEN THE, UH, GREAT TREE SPINE TRAIL IS ALSO COMING THROUGH. SO FOLKS WILL HAVE CONNECTIVITY TO THE, UH, GREAT TREE HORSE TRAIL. UM, IT'S CURRENTLY ZONED, UM, FOR MULTIFAMILY. IT WAS, UH, PREVIOUSLY ZONED ORIGINAL RETAIL. AND THEN, UM, AUGUST 21ST WE GOT INTO ZONED TO MULTIFAMILY. SORRY, THERE'S A LAG ON THIS . OKAY, PROBLEM. YEAH. SO HERE'S OUR ARIEL. UM, ESSENTIALLY OUR, OUR SIDE IS THE HIGHLIGHT OF PURPLE SITE, UM, SCHOOLS THAT WE FEED INTO ARE WILLIAM ELEMENTARY SCHOOL, JILL LONG WILSON SCHOOL AND BLUE GROVE WILSON. UM, WITHIN ABOUT A MILE OF A LOT OF RETAIL AND RESTAURANTS, UM, SOME GOLF COURSE. UH, AND THEN WE HAVE TWO, UH, DAR BUS STOPS DIRECTLY ON SITE. SO THIS IS OUR SITE PLAN. UH, WE HAVE ALL THE UNITS AT THREE BUILDINGS. THESE ARE FOUR STORIES. UM, THE NORTHERN MOST BUILDING, UH, IS A PODIUM BUILDING. SO IT'S TYPICALLY FIVE STORIES THESE ELEVATORS SERVE. UM, AND WE'RE LOOKING TO MAKE THIS A DATA COMMUNITY MORE POSSIBLE, UM, IN THE UPPER LEFTHAND CORNER. THAT'S A GOOD, UH, RENDERING OF WHAT THIS WILL LIKE. TERMS OF DESIGN, SOMETHING VERY SIMILAR TO WEST MO STATION, ONE OF OUR PREVIOUS PROJECTS WITH YOU. UM, IT'LL HAVE EVERYTHING YOU WOULD HAVE IN A TYPICAL CLASS, A MULTI-FAMILY DEVELOPMENT CLUBHOUSE, WHICH WAS CELL POOL LEASING CENTER COMMUNITY ROOM. AND WE'RE LOOKING TO HAVE, UM, ANOTHER SORT OF SCHOOL AREA, UH, WE'D LIKE TO PARTNER WITH, UM, ONE OF THE NON-PROFIT FIVE ONE C3, UM, PROVIDERS WE WORK WITH. WE WORK WITH, UH, KIDS WHO, UM, AND SOME SIMILAR GROUPS THAT PROVIDE FREE AFTERSCHOOL CARE. SO THAT, THAT'LL BE THE GOAL HERE AS WELL. UM, IN TERMS OF THE UNIT AMENITIES, WE'LL HAVE GREAT COUNTERTOPS. UM, FLOOR, I PUT CEILINGS, WALK-IN CLOSETS CEILING. THEN HERE'S OUR SOURCES [00:15:01] AND USES. UM, ESSENTIALLY WE WE'RE LOOKING AT THIS BEING ABOUT A $58 MILLION PROJECT. UM, IN TERMS OF THE CONTRIBUTION FROM THE DEVELOPER, WE'RE GONNA DEFER, UH, RIGHT NOW 4.59 MILLION ADD OF A $6.9 MILLION FEE. UM, SO CONTRIBUTION, 58 MILLION YEAHIUM DART THING IS HERE. OH, REALLY? MM-HMM, . AND HERE'S A BREAKDOWN. OUR INCOME MIX. UM, SO IT'S 1, 2, 3 BEDROOM UNITS, AND AGAIN, UH, 30, 50, 60, 70, AND 80% AND MINE. AND THEN WE CAN SKIP PAST THIS ONE. THIS IS JUST STATING OUR ZONING ALREADY BEEN APPROVED. WE WENT TO OUR TIMELINE. SO OUR BOND ATION WAS RECEIVED IN AUGUST. UM, WE'LL CLOSE ON THE LAND, UH, PROBABLY BY FRIDAY. AND THEN, UM, WE PLAN TO CLOSE ON THE SECOND PART OF THE TRANSACTION IN FEBRUARY. SO IT'S A BIFURCATED CLOSING SINCE WE'RE BUYING THE LAND FIRST. UH, PART OF THAT IS BECAUSE, UM, A MILLION DOLLARS OF THE HOME AND CDBG THAT WE'RE RECEIV A TIMELINE THAT NEED TO BE SPENT. AND SO WE'RE WORKING CITY TO MEET THAT REQUIREMENT TO TAKE DOWN THE LAND THIS WEEK. AND THEN WE'LL CLOSE THE BONDS THROUGH REMAINING FINANCING IN FEBRUARY OF 2025. UH, CONSTRUCTION HAVE TAKEN ABOUT 24 MONTHS, UM, STARTING IN MARCH OF 2025 AND LEASE UP FINISHING AROUND MARCH OF 2027. WITH THAT, I'LL TAKE ANY QUESTIONS. SO I ACTUALLY HAVE TWO HOUSES IN THIS NEIGHBORHOOD. UM, AND I WAS WONDERING WHAT SCHOOL DOES THIS FEED INTO? BECAUSE WE ACTUALLY JUST WORKED TO GET THE SCHOOL MAYBE ABOUT A TWO MILES AWAY FROM HERE INTO A MONTESSORI WHEN WE LOOKED AT IT. RIGHT NOW IT LOOKS LIKE IT'S FEEDING INTO WILLIAM LIPSCOMB. IS THE ELEMENTARY, THE JAIL LONG? THAT'S THE JUNIOR HIGH BECAUSE LIBERAL WILSON IS THE HIGH SCHOOL. OKAY. THAT'S THAT'S NOT THE ONE THAT'S MONTESSORI, BUT THAT, THAT'S OKAY. SO, UH, SECRETARY PAGE, I JUST HAVE A, UM, QUESTION OR GUESS A COMMENT YOU MENTIONED. THIS IS GONNA BE, UM, CONNECTING INTO THE TRINITY SPINE TRAIL, WHICH LOOKS LIKE IT'S RIGHT NOW AT, UM, FIRST PHASE OF, THAT'S KIND OF TERMINATED RIGHT THERE AT SAMUEL BOULEVARD INTO NORTH SIDE A LITTLE BIT EAST. HOW FAR, HOW FAR IS THAT FROM THE EASTERN EDGE OF YOUR PROPERTY? IS THERE GOOD? IT'S ABOUT TWO, TWO TO 300 FEET. SO THERE'S A THREE SF LINE THAT'S JUST ON THE, THE EASTERN PORTION OF OUR SITE, AND IT'S JUST ON THE OTHER SIDE OF THAT. OKAY. AND SO FOR PEOPLE DON'T KNOW THIS CONNECTION AS IT EXISTS TODAY, ONCE IT GETS THERE, WE WILL TAKE YOU RIGHT INTO A NEW SECTION OF THE TRAIL THAT GOES RIGHT THROUGH THE MIDDLE OF THE PARK. IT'S REALLY, UM, BEAUTIFUL THERE. AND THERE'S A NEW, UM, UH, MOUNTAIN BIKE, UH, UH, JUMP FACILITY THAT'S BEEN CONSTRUCTED ON THIS TRAIL VERY CLOSE TO THE, WHERE THIS PROPERTY WILL BE. THAT'S REALLY, UM, POPULAR WITH, UH, I WAS GONNA SAY WITH KIDS, BUT ALSO WITH ADULTS TOO. IT GETS PEOPLE FROM ALL OVER AND ARE TAKING, YOU KNOW, PEOPLE DRIVE FROM OTHER PARTS OF THE CITY, BRING THEIR MOUNTAIN BIKES THERE TO, UH, PRACTICE SOME JUMPS. SO IT'S, UH, I THINK, YOU KNOW, WHAT I LIKE ABOUT THIS IS THE ACCESS TO RECREATION AND THE CONNECTIVITY AND IS THAT NEXT PART OF THE, UH, SPINE TRAIL GETS DONE. IT'LL, IT'LL CONNECT DOWN SOUTH TOO. SO I THINK IT'S, I I LIKE THIS LOCATION. ABSOLUTELY. IS THERE, GIVEN YOUR PROXIMITY TO 30, ANY KIND OF SOUND MITIGATION YOU'RE DOING THERE? YEAH, SO GOOD QUESTION. SO WE, UH, HIRED, UM, ARPEGGIO, THEY'RE, THEY'RE AN ACOUSTICAL ENGINEER, DID A FALL NOISE STUDY. UM, AND THERE'S, THERE'S NOISE COMING FROM FROM 30 ALSO FROM SAMUEL. UM, AND WE'VE WORKED WITH THE CITY ON THAT FOR ABOUT SIX MONTHS, UM, UNTIL WE'VE IDENTIFIED REALLY WHAT THOSE DECIBELS ARE AND WHAT THE DESIGN WILL BE AND WHAT THE SDC RATINGS NEED TO BE TO ACCOUNT FOR THAT INSIDE THE UNITS SO WE'LL INVOLVED. GOOD. ABSOLUTELY. ANY OTHER QUESTIONS? UM, ONE OTHER QUESTION. I'M SURE YOU, I KNOW YOU WENT OVER THIS, BUT WHAT BUSINESSES ARE BEING ELIMINATED? I ASK THIS BECAUSE THERE'S TIRE SHOPS THAT SEEM TO HAVE ACTIVITY AT TWO O'CLOCK IN THE MORNING OVER THERE, . YEAH. SO THIS, THIS PROJECT WAS PRETTY IMPORTANT TO THE CITY OF DALLAS IN TERMS OF REVITALIZATION PROJECT. SO THERE'S 16 BUSINESSES THERE. UM, YOU, THERE'S A TIRE SHOP, THERE'S A SMOKE SHOP OF PUFF PUFF PASS. THERE'S, UM, TWO OR THREE LOUNGE BARS, UM, THAT ARE SORT OF SKETCHY. THERE'S TWO RESTAURANTS, UM, AND THEN A COUPLE SORT OF RANDOM RETAIL, UM, [00:20:01] ESTABLISHMENTS. UM, AND I THINK RIGHT NOW HALF OF THEM ARE VACANT. AND SO ONCE THE ZONING SIGNS UP A LOT FOLKS MOVED OUT. UM, BUT YEAH, THOSE, THOSE ARE THE, THE GROUPS THAT WILL BE AFFECTED. SO WE HIRED A GROUP CALLED CVR, UM, THEY'RE RELOCATION SPECIALISTS TO HELP US MEET ALL OF THE HUD GUIDELINES FOR RELOCATION. UM, THAT'S OKAY. THAT'S USUALLY WHAT HAS A FEW, FEW BARS AND A FEW, I NOTICED THERE'S DEFINITELY A LOT OF NIGHTLIFE OVER THERE FROM PHARMA. YOU DID HAVE MONEY ALLOCATED FOR THE RELOCATION. PERFECT. THANK YOU. OTHER QUESTION? A REALLY EXCITING DEVELOPMENT TO ME. . I'M ON BOARD. GREAT. UM, I'M GONNA POINT OUT, UM, FOR PURPOSES OF, UH, OUR VOTE THAT, UH, VICE PRESIDENT GARCIA HAS STEPPED OUT. HE WILL BE BACK, BUT HE WILL NOT BE VOTING ON THIS. WHAT WAS THAT DAVID? IT'S DAVID. OH, DAVID DID AS WELL. OKAY. SORRY. FARO AS WELL. OH YEAH, SHE, SHE HAD SHE LEFT. OH, SHE'S GONE. OKAY. DIRECTOR PHARAOH IS NOT AT THE MEETING BACK. HE SAID THEY JUST HAD TO STEP OUT HER MOMENT. OH, I DON'T KNOW WHY. OKAY. UM, SO DO WE HAVE ENOUGH OF A QUORUM FOR THE VOTE? YEAH, WE HAVE. OKAY. OKAY. YEAH. OKAY. ALL RIGHT. SO IF SOMEONE WANTS TO MAKE A MOTION IN A SECOND, I WILL ENTERTAIN THAT. I APPROVE. OKAY. UH, DIRECTOR ALLEN IS STILL HERE. OKAY. DIRECTOR ALLEN. IS THAT AGAIN? YES. YES. OKAY. ALL RIGHT. UM, DIRECTOR COLLINS. SHE SAID SHE APPROVE. I APPROVE. OH, OKAY. I THOUGHT YOU WERE SECONDING THE MOTION DIRECTOR HINTON APPROVED. OKAY. UM, I APPROVE DIRECTOR ROBINSON APPROVE. DIRECTOR MOORE APPROVED SECRETARY PAGE APPROVE. AND DIRECTOR ZA APPROVE. OKAY. MOTION PASSES. UM, OKAY, GOING ON TO ITEM NUMBER EIGHT, RESOLUTION FOR JEFFERSON IN NOVA. OH, YEAH, YEAH. I GOT SOME SHIFT COMING RESOLUTION FOR JEFFERSON IN NOVA, A MULTIFAMILY RESIDENTIAL DEVELOPMENT LOCATED AT 27 81 NORTH CARROLL AVENUE IN THE CITY OF DALLAS, DALLAS COUNTY, TEXAS 7 5 2 4. CONSIDERING A DOCTOR RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING WITH JEFFERSON AT THE CENTRAL LLC FOR THE ACQUISITION, FINANCING AND OPERATION OF JEFFERSON IN NOVA. A MULTIFAMILY RESIDENTIAL DEVELOPMENT LOCATED AT 27 81 NORTH CARROLL AVENUE IN THE CITY OF DALLAS. 7 5 2 0 4 DALLAS. SHOULD YOU SEE ME? OF DALLAS, DALLAS COUNTY, TEXAS 7 5 2 0 4. OKAY. SO, UM, ALRIGHT, QUESTION. THIS ONE HAS BEEN A LONG, WE, WE'VE SEEN IT SEVERAL TIMES, UH, EVEN WITH ANOTHER SPONSOR. WE'RE FIND IT A DIFFERENT WAY. UH, AND I THINK AVIS HAS BEEN NOMINATED TO COME AND, UH, PRESENT TO YOU THEIR, THEIR CURRENT VERSION OF PROPOSAL. SO THANK AFTERNOON VIS HAW, DR. TO SPEAK EVERYONE AGAIN. PRESIDENT HON, GREAT TO SEE YOU. I AM HERE REPRESENTING TDI, UH, AS A CONSULTANT. WE DO HAVE REPRESENTATIVE GRAHAM JOHNSON, TDI AND REPRESENTATIVE FROM JEFFRIES. UH, I'LL HAND OVER THE BOND TRANSACTION SIDE TO FOR HIM TO DISCUSS, UM, NEXT SLIDE, PLEASE. IT'S NOT, OH, IT'S BEHIND. YEAH. OKAY. SHE'S HAVING A LAG. OKAY. JUST TO GIVE YOU AN OVERVIEW OF TDI, UH, IN NOVEMBER, JPI, UH, OPERATING COMPANY, SOLD TO SUM, SUMITOMO FOUR THREE OPERATING COMPANY, UM, TDI THOUGH, UH, THEY ARE AN INVESTING AND OPERATING COMPANY WITH STRONG VALUES HERE IN NORTH TEXAS. THEY ARE FOCUSED ON, UH, FACILITATING QUALITY ATTAINABLE HOUSING FOR EDUCATORS, FIRST RESPONDERS, AND OTHER ESSENTIAL WORKERS. SOME OF THEIR CORE VALUES, THEY ARE COMMITTED TO EXCELLENCE, SERVICE INTEGRITY, AND DEFINITELY RESPECT FOR PEOPLE. UM, TDI DOES HAVE, UH, PART OF ITS BOARD OF DIRECTORS, FORMER MEMBERS OF JPI, UH, BOBBY PAGE, BRAD TAYLOR, RON INGRAM. UH, THEY WERE FORMER OWNERS AND EXECUTIVES OF JPI AND THEY FORMED IT. UM, THEY LED, UM, OVER 150,000 IN APARTMENT HOMES ACROSS 380 COMMUNITIES. SO A VERY STILL STRONG COMPANY WITH EXPERIENCE HERE. UM, THE NEXT SLIDE SHOWS THEIR PORTFOLIO. UM, YOU [00:25:01] CAN SEE 21 NEW COMMUNITIES UNDER CONSTRUCTION CURRENTLY, UM, HERE IN TEXAS. UH, WE'VE HIGHLIGHTED THE AFFORDABLE AND ATTAINABLE, UH, ASSETS AS WELL. JUST THE NEXT SLIDE IS YOUR AFFORDABLE HOUSING DELIVERY TEAM. WE HAVE YOUR BRACE WALL AS YOUR BOND COUNCIL, CHAPMAN AS, UH, REPRESENTING YOU AS YOUR COUNSEL AS THE HSC HILLTOP SECURITIES AS YOUR FA THEN TDI WILL BE, UH, YOUR SPONSOR, UM, SELLER, UH, JEFFERIES WILL BE THE BOND UNDERWRITER, ARCADIA. THEY WILL BE PROVIDING THE CREDIT ENHANCEMENT ON ONE OF THE, UH, SERIES A BONDS. AND THEN, OR WILL BE THE ATTORNEY FOR, UM, THE TAX FARM COUNSEL AS WELL. RESIDENCE SERVICES, UH, WILL BE PROVIDING, UM, BY APARTMENT LIFE. THEY HAVE SINCE 2000, BEEN PROVIDING, UH, WRAPAROUND SERVICES ACROSS STATE. ONE OF THE KEY HIGHLIGHTS OF WHAT THEY OFFER IS AN APARTMENT LIFE COORDINATOR OR FAMILY. AND THEY PROVIDE THIS ON ALL OF THE OTHER ASSETS THEY PROVIDE. WELCOME, UM, HOST PARTIES FOR NEW RESIDENTS. THEY HELP OUT EXISTING RESIDENTS THROUGH A RENEWAL PROCESS. UH, IT REALLY DOES PROVIDE A SENSE OF COMMUNITY AND ON THE PROPERTY. AND, UH, THEY, IT IS NOT JUST APARTMENT HOMES, IT'S A COMMUNITY THAT WE'RE, UH, WORKING TO PROVIDE AT THIS LOCATION. SO, TO GO INTO THE SITE ITSELF, UM, IT'S LOCATED AT 27 81 NORTH CAROL AVENUE, UH, NEAR IN THE CITY PLACE AREA OF DALLAS, NOT TOO FAR FROM UPTOWN. IT'S IN COUNCIL DISTRICT TWO. UM, CONSTRUCTION WAS COMPLETED IN OCTOBER 2ND, 2022. AND IT, THE ASSET WAS STABILIZED IN 2023. CURRENTLY THERE ARE 400 AND UM, 30 UNITS. UH, THE EXISTING PROPERTY MANAGER IS RPM LIVING, AND WE'RE PROPOSING THAT THEY REMAIN AS THE PROPERTY MANAGER FOR THE SITE. THEY, UH, HAVE THROUGHOUT THE STATE OF TEXAS 40,000 PROPERTIES, UH, UNITS THAT THEY MANAGE CURRENTLY. UM, WE ALSO PROVIDED A LITTLE BIT OF THE CURRENT RESIDENT DEMOGRAPHICS. RIGHT NOW THERE ARE ABOUT 518 RESIDENTS. 21% OF THOSE ARE FAMILIES. YOU CAN SEE THE AVERAGE INCOME FOR THE PROPERTY IS 94,500 PER YEAR. AND THE AVERAGE HOUSEHOLD INCOME IS $112,000 PER YEAR. SO IT'S A PRETTY HIGH INCOME ASSET, UH, THAT WE'RE PROPOSING TO PROVIDE ESSENTIAL WORKER ATTAINABLE HOUSING, WHICH IS, UH, KEY HERE IN THE CITY OF DALLAS TO PROVIDE, UH, ONE OF THE, UH, EQUITY PILLARS UNDER THE DALLAS HOUSING POLICY. THIS WOULD HELP WITH THAT. AND AGAIN, IT'S A CLASS A ASSET, UM, IN THE CITY. NEXT SLIDE. SO WHY THE SITE? UM, IT IS A WALKABLE NEIGHBORHOOD, UH, ACCESS TO TRANSIT RIGHT DOWN THE STREET, UH, WITH HIGH FREQUENCY ACCESS TO DOWNTOWN DALLAS, RIGHT ACROSS THE HIGHWAY. 75 IS THE CITY PLACE, UPTOWN STATION WITH ACCESS TO DOCK. UM, IT ALSO HAS A KROGER WITH A PHARMACY WITHIN WALKING DISTANCE. THERE'S A TARGET AND OTHER RETAIL RESTAURANTS RIGHT NEARBY, UH, RECREATION, UH, CRAN PARK, COLE PARK, OR WITHIN WALKING DISTANCE. AND THEN THE SITE IS WITHIN, UM, FIVE MINUTES OF 30,000 HOT PAIN DROPS. SO THE SCHOOLS, IF YOU WANT TO KNOW ABOUT THE SCHOOLS NORTH, UH, HIGH SCHOOL IS RIGHT ACROSS, UH, HIGHWAY POINT 75. ALEX FENCE, UH, IS THE MIDDLE SCHOOL IS JUST PROBABLY 300 FEET FROM THE PROPERTY. AND THEN CAESAR SAW AS LEARNING CENTER, UH, WHICH IS ALSO RATED TO SEE IN THE MIDDLE SCHOOL'S RATE B PRESENTATION. SO THE PICTURES, YOU CAN SEE THE HIGH QUALITY AMENITIES THERE ARE. IT'S A DARK PARK WITH GROOMING AREA, RESORT STOP POOL, POOL, CABANAS, CONFERENCE ROOMS. IT'S, UH, WIFI OUTFITTED FOR ALL THE COMMON AREAS. STATE OF THE ART FITNESS CENTER, INDOOR EXERCISE STUDIO. SO A REALLY CLASS A ASSET THAT WILL BE PROVIDED FOR ESSENTIAL WORKERS. INTERIOR AMENITIES. YOU CAN SEE WOOD STYLE FLOORING, HIGH END APPLIANCES, STAINLESS STEEL APPLIANCES, WALKIN CLOSETS, BALCONIES AND PATIOS ON THE GROUND FLOOR. UM, UPGRADED GRANTED COUNTERTOPS AND DESIGNER CABINETS. SO AGAIN, HIGH QUALITY, UM, MARKET RATE, UH, DEVELOPMENT THAT WILL BE CONVERTED INTO, UH, WORKFORCE HOUSING. SO, UM, THE NEXT SLIDE KIND OF SHOWS YOU THE IMPACT IN TERMS OF RENT SAVINGS BY CONVERTING, UM, 98% OF THE UNITS WILL BE 140% A MI AND BELOW, WHICH ENCOMPASS THE 50% AT 80% A MI. SO WHAT DOES THAT MEAN? SO FOR A ONE PERSON HOUSEHOLD, THAT'S $61,840. AND FOR A FOUR PERSON HOUSEHOLD, THAT'S 88,240. THAT'S WHAT THEY WOULD EARN PER YEAR. SO YOU'RE TAKING THOSE UNITS AND THERE WILL BE A RENT SAVINGS ON THE PROPERTY PER YEAR OF ABOUT $812,000 IN RENT SAVINGS BY DOING THIS TRANSACTION. [00:30:02] SO AGAIN, THIS IS HIGH QUALITY HOUSING THAT WOULD BE PROVIDED FOR ESSENTIAL WORKERS AND RESIDENTS IN THE CITY OF DALLAS. OKAY, THIS SLIDE, I'M GOING TO TURN OVER TO OUR JEFFREY WORKERS. THANKS. HI, EVERYBODY. IT'S UM, I'M BOB GIO FROM JEFFERIES, UH, UNDERWRITER TRANSACTION. UH, THIS STRUCTURE IS A LITTLE BIT DIFFERENT THAN WHAT YOU'VE SEEN IN THE PAST THROUGH YOUR WORKFORCE DEALS. IN THAT YOU SAID THREE TRANCHES OF BONDS. FIRST TRACHE WILL BE, UH, ACTUALLY CREDIT AND INSPECT FANNIE MAE AND BE STRUCTURED AS A 10 YEAR BULLET MATURITY. THE OTHER TWO STRUCTURES WILL BE SUBORDINATE TO THAT WITH 40 YEAR FINAL MATURITIES WITH THE EXPECTATION THAT THEY PAY OFF SOONER THAN THAT, WHICH IS THE WAY YOUR, YOUR PRIOR DEALS HAVE BEEN DONE. UM, WE, UH, HAVE STRUCTURED THIS DEAL, HAVE HAD A LOT OF ONGOING CONVERSATIONS WITH DENTAL SOUND, THAT'S, UH, HC AS WELL AS, UH, THE WORKING GROUP AND FEEL. THIS IS A STRUCTURE THAT'S, UH, THAT IS DEFINITELY, UM, UNIQUE, UH, BUT POTENTIALLY YOU MAY SEE MORE AND EXPORT IT TO GOING THROUGH THAT. I CAN WORK THROUGH SOME OF THE NUMBERS IF YOU WANT. SO, STROKES, IT'S THROUGH TRUMP BONDS. IT'S A BONDS, IT'S AAA RATED CREDIT, CANCEL BY FAN, UM, B BONDS, SUBORDINATE VA, AND THE C BONDS SUBORDINATES. THANK YOU. BOND. OKAY. SO THE NEXT SLIDE JUST KIND OF GOES INTO THE PUBLIC BENEFIT ANALYSIS. SO WHAT DOES THIS MEAN FOR THE HOC? UM, THIS IS A SNAPSHOT AT A 10 YEAR PERIOD IF THERE'S A SALE, REFINANCE OR TRANSFER. SO YOU CAN SEE OVER TIME, UH, WHAT, UH, THE PROPERTY TAX INCENTIVE MEANS FOR THIS PROJECT. UH, THE VALUE AT ABOUT 2020 1 MILLION. AND THEN THE PUBLIC BEN BENEFIT WITH THE RENT SAVINGS OVER TIME IN THAT SAME 10 YEAR PERIOD OF $7.975 MILLION. SO ABOUT 38% IN SAVINGS. AND THEN THE CASH BENEFIT TO THE HOC, THERE ARE FEES, UH, ADMINISTRATIVE FEES, UH, A TOTAL OF 563,000, AND THEN THE PROCEEDS FROM THE SALE WITHIN THAT 10 YEAR PERIOD. SO WITH THAT, YOU'RE CREATING, UH, AND PRESERVING THE TABLE RENTS IN AN AREA THAT IS RAPIDLY GENTRIFYING. UM, YOU OWN THE ASSET A HUNDRED PERCENT THE LAND AND THE IMPROVEMENTS. UH, SO YOU DO GET THOSE PROCEEDS AND BENEFIT FROM THERE. AND YOU WILL, AGAIN, WE'LL SEE THAT ADDITIONAL REVENUE ADDIT. UM, SO YOU CAN TURN AROUND AND TAKE THOSE PROCEEDS TO CREATE AND PRESERVE ADDITIONAL AFFORDABLE HOUSING THROUGHOUT THE CITY OF DALLAS. JUST AN OVERVIEW OF THE TIMELINE. SO WE'RE HERE TODAY FOR APPROVAL OF THE PRELIMINARY MOU. UM, AFTER TODAY, UH, DOCUMENTS WILL BE CIRCULATED FOR REVIEW THERE. UH, MOU SHOULD BE BEFORE YOU A DRAFT OF THE SUBSTANTIALLY, UM, FINAL MOU, UH, THEN OCTOBER 28TH, WE HOPE TO GO TO THE H, HOUSING AND HOMELESSNESS. SO SOLUTIONS COMMITTEE, UH, COME BACK BEFORE THIS BODY ON NOVEMBER 11TH, UH, TO APPROVE SUBSTANTIAL FINAL DOCS FOR THE TRANSACTION. NOVEMBER 13TH, WE HOPE TO BE BEFORE CITY COUNCIL TO APPROVE THE TRANSACTION. UM, AND THEN FINAL APPROVAL BEFORE THIS FRIDAY ON DECEMBER 10TH WITH A FINAL CLOSING IN IN DECEMBER. SO, UH, JUST A SUMMARY, TDI STRONG PARTNER TO WORK WITH YOU ON THIS DEVELOPMENT WITH STRONG VALUES AND A COMMITMENT TO PROVIDING QUALITY ESSENTIAL WORKER HOUSING, UH, J JEFFERSON NOVA QUALITY CLASS, A TRANSACTION IN A RAPIDLY GENTRIFYING AREA IN THE CITY OF DALLAS. SO, KEY TO CREATE AND KEEP THAT, UH, AFFORDABLE HOUSING IN THIS AREA. UM, DEFINITELY, UH, PROVIDING FOR TEACHERS NURTURE CIVIL SERVANT, UH, WITH THAT 800,000 ANNUAL RENT SAVINGS. UM, AND THEN BECAUSE YOU WILL OWN THE ASSET A HUNDRED PERCENT OUTRIGHT, THERE'S A BENEFIT TO THE DHFC IN THE LONG TERM. SO WITH THAT, ANY, I WILL PETER TO BE ANSWERING ANY QUESTIONS ALONG WITH RAM AND BOB. UM, IS THERE A, A LIMIT OF SOME SORT TO THAT DECEMBER CLOSING DATE? I JUST, THERE'S SEVERAL APPROVALS IN LOCKSTEP AND ANY OF THEM SLIPS, IT'LL GO INTO 2025. AND IS THERE ANY OBJECTION THERE FROM MS SELLER? I KNOW IT'S AN AGGRESSIVE TIMELINE AND WE'VE BEEN WORKING WITH THE, UH, UH, TEAM TO STAY ON TRACK. UH, REALLY TO KEEP IN LINE WITH THAT DECEMBER CLOSING. WE WOULD LIKE TO DO EVERYTHING THAT WE CAN TO STAY THERE. AGAIN, THIS DEAL HAS BEEN PRESENTED BEFORE, UM, JUST TO KEEP THE ECONOMICS INTACT, WE REALLY WOULD LIKE TO CLOSE BEFORE YEAR END. WHAT'S THE CONSEQUENCE OF A JANUARY CLOSING? UM, IS THERE REALLY ANY IMPACT THAT RUNS IN JANUARY? I THINK WE NEED TO DO EVERYTHING WE CAN TO PUSH DECEMBER, BUT YEAH, THERE'S CONSEQUENCE OF JANUARY. NOT A BIG CONSEQUENCE, BUT IF WE REALLY WELL, YEAH. CONSEQUENCES. [00:35:01] YEAH. OKAY. I JUST, YOU KNOW, THERE'S SEVERAL STEPS ALONG THE WAY. I JUST WANNA MAKE SURE THAT OH, UNDERSTOOD. SO I WANNA POINT OUT THAT, UM, THAT WE HAVE CLOSED TWO OF THESE ESSENTIAL BOND DEALS IN THE PAST, AND THIS STRUCTURE IS SLIGHTLY DIFFERENT BECAUSE IN THOSE TWO DEALS WE HAD THE, UH, C BOND, UM, BEING BASICALLY THE COMPENSATION OF THE, UM, OF THE SPONSOR. AND THAT GAVE US THE COMFORT THAT, UH, THAT THERE WOULDN'T, UH, BE A SITUATION WHERE WE WOULD ACTUALLY HAVE TO, UM, BE OVERSEEING, YOU KNOW, YOU HAVE A MANAGEMENT COMPANY, BUT, BUT IT WAS A SITUATION, WE DIDN'T WANT A SITUATION WHERE WE WOULD BE RESPONSIBLE FOR OVERSEEING THE OPERATIONS. UM, AND SO I HAD ASKED, UH, EARLIER, UM, OF THE TEAM MEMBERS , UM, WHETHER THERE WAS ANY, UM, REQUIREMENT THAT, UH, THE SPONSOR RETAIN, UH, SOME OF THE BONDS, YOU KNOW, AND NOT JUST SELL OFF THOSE BONDS EARLY ON AND NOT HAVE ANY, UM, UH, FINANCIAL INCENTIVE IN THE DEAL, SO TO SPEAK. SO, LET'S SEE. BOB, YOU, SO I GUESS I'M ASKING WHETHER WE MIGHT BE ABLE TO PUT THAT IN THE MOU. HEY THERE, UH, GRAHAM JOHNSON WITH, WITH TDI, I'M, I'M MARCIE, UH, AT THIS POINT THERE'S NO REQUIREMENT WITHIN BMOU, BUT IT'S SOMETHING WE'RE, WE'RE HOPING TO, WE'LL, WE'RE HAPPY TO DE DISCUSS THAT INTERNALLY. OKAY. THAT'D BE, THAT'D BE GOOD. I THINK, I KNOW, WE KNOW YOUR PLAN WAS TO PURCHASE OR BE IN THE CAPITAL STACK AND BUY, WAS IT THE C BONDS THAT YOU WERE GONNA, AT THIS POINT, WE HAVE A PLAN TO TAKE AN ALLOCATION OF THE, OF THE C BONDS. I THINK AS IT WAS DISCUSSED EARLIER, UH, PRIOR TO THIS MEETING, THAT A, A PIECE OF THE PROPERTY ADMINISTRATIVE FEE WOULD STAY IN THE OVERALL DEAL AND SOMETHING WE'RE OPEN TO. IT'S NOT SOMETHING THAT'S BEEN MENTIONED TO US. SO, SO WHAT YOU'RE SUGGESTING, SO WHAT WE'RE SUGGESTING IS MAKING A REQUIREMENT THAT THEY PURCHASE A PORTION OF THE AND HOLD A PORTION OF THIS YES. PURCHASE AND HOLD. YES. I THINK IT'S SOMETHING WE'RE OPEN TO DISCUSSING. YOU KNOW, I, I THINK FOR THAT 10 YEARS, YOU KNOW, I DON'T KNOW IF IT NEEDS TO GO ON, I'LL, I'LL LEAVE THAT UP TO OUR FINANCIAL ADVISORS, WHETHER IT NEEDS TO BE FOR LONGER THAN 10, BUT I THINK FOR THAT 10, RIGHT, RIGHT. THAT WAS THE CONCEPT. OKAY. SO, RIGHT. IS IT, IS IT POSSIBLE TO GET THAT JUST RED LINED IN, IN THE MOU, SOMETHING THAT WE CAN LOOK AT INTERNALLY? WHAT PERCENTAGE WOULD NEED TO SAY AND THE DEAL EXACTLY RIGHT. ASKING OUR FINANCIAL ADVISOR. THAT'S PERFECT. UM, SO HOLD ON. UH, I SAW RRP M ON THE PRESENTATION. I THINK THE MOU SAID GREAT STAR, IS THAT CORRECT? THE MO? SO RPM IS THE EXISTING PROPERTY MANAGER SINCE EARLIER THIS YEAR. UH, WE ARE, AND, AND DATA, WE, WE SPOKE ABOUT THIS. THERE WAS A, A TEMPLATE FORM, UH, DMA THAT WAS WORKED WITH GRAYSTAR, THAT TOOK A LOT OF TIME FOR THE HFC. WE ARE OPEN TO SEEING IF, UH, RPM COULD WRAP UP THAT AGREEMENT. WE'VE BEEN HAPPY WITH THEIR SERVICES. UH, BUT GRAYSTAR IS SOMEONE WORK OPEN TO AS WELL. AND MARCY, I KNOW WE CAN TALK ABOUT THAT OFFLINE, BUT WE'RE, WE'RE, WE'RE OPEN TO USING . OH, I DIDN'T, UH, I DON'T HAVE A PREFERENCE FOR GRACER. I JUST, UH, UM, WANT, UM, I'M HAPPY TO HEAR THAT, YOU KNOW, THAT WE'VE WORKED LONG AND HARD TO, TO DO THE TERMS AND PROVISIONS OF THAT MANAGEMENT AGREEMENT. I DON'T CARE WHAT MANAGEMENT COMPANY IT IS, IT'S JUST THOSE TERMS AND PROVISIONS ARE IMPORTANT TO ME. YEAH. AND I, I WAS GONNA SCHEDULE CALL WITH RP M TO TALK THROUGH THAT THEN, THEN MAYBE THE MOU OUGHT BE ADJUSTED BECAUSE I THINK I SAW GRAY STAR LISTED IN THE MOU AND I THINK GIVEN SOME PAST DEALINGS, MAYBE THE BOARD HAS HAD WITH GRAYSTAR, WE NEED TO HAVE SOME OPENNESS TO OH, FOR SURE. YEAH. I DON'T HAVE, SO, AND, AND RRP MI MEAN, THEY'RE HIGH QUALITY. I THINK THE TOP THREE OR FOUR. YEAH, NO PROBLEM. AS LONG AS WE CAN, RYAN. IS, IS ANYTHING SET IN STONE? LIKE SAY THEY LIST GRAYSTAR THERE, BUT THEN THE FINAL DOCUMENTS ARE PREPARED WITH RPM. WOULD THEY HAVE TO, IT MEANT THE MOU OR IS THIS JUST EVERY, IF BOTH PARTIES AGREED THAT THAT WAS THE, OKAY. YOU, YOU WON'T GET THE, BUT WE CAN, WE CAN MAKE MORE GENERAL LANGUAGE. IT'S, I JUST WANNA KEEP IT LOOK, I THINK BASED ON SOME PASSAGE AND GREYSTAR IS GREAT, BUT YOU KNOW, I, WE WANT TO KEEP IT OPEN TO THIS TO BE A NEGOTIATED POINT BETWEEN STAFF ADVISORS AND SPONSOR, IF THAT'S OKAY. SO IF WE HAVE TO MAKE AN AMENDMENT FINE, IF IT'S OPEN, NOT DOING IT FINE TOO. I MEAN, I DON'T CARE. OKAY. OKAY. SO JUST LEAVE IT, JUST PUT IT IN. PRETEND IT DOESN'T EXIST. [00:40:01] WE ARE ALREADY, UM, CHANGES RELATED TO THE C BONDS. WE'LL PUT IN A MORE GENERIC OR GENERAL PROPERTY MANAGER. SOUNDS PROPERTY MANAGER MUTUALLY AGREED UPON. SURE. THAT'S MY PROBLEM. SURE. THANKS. WERE THERE OTHER QUESTIONS? UM, QUESTION, I GUESS COMMENT. I THINK I'M VERY FAMILIAR WITH THIS AREA AND I'VE BEEN, YOU KNOW, I WAS REALLY EXCITING TO HEAR FIRST TIME WHEN THIS WAS GOING THROUGH. IT WAS, UH, BECAUSE THIS IS AN AREA OF THE CITY THAT HAS REALLY HAS AN AFFORDABILITY CRISIS. UM, PRESENT IS, UH, AVIS ALLUDED TO THIS SPECIFIC AREA BETWEEN CENTRAL EXPRESSWAY AND ROSS GOING ON THE NORTH SIDE OF, UH, UH, I GUESS IT'S BLACKBURN AND WHATEVER THE STREET BECOMES OVER THERE GOING ALL THE WAY UP TO, UM, FITSU AND, AND NORTH IS BEEN RAPIDLY GENTRIFIED. THERE USED TO BE A LOT OF AFFORDABLE, UM, HOUSING IN THIS AREA. AND THAT HOUSING WAS WHERE THE SERVICE WORKERS THAT ARE IN RESTAURANTS AND ALL, ALL THE PEOPLE THAT WE'RE TRYING TO SERVE THERE WAS NATURAL NATURALLY OCCURRING AFFORDABLE HOUSING THERE. WELL, THAT'S ALL EITHER HAS BEEN WIPED OUT OR IS BEING WIPED OUT. AND SO, UM, TRYING TO MAINTAIN A PLACE WHERE, UM, PEOPLE OF, OF MODERATE INCOME CAN, UH, CAN LIVE, UH, IS, IS IMPORTANT IN THIS LOCATION IS JUST LIKE I SUPPORTED THE, THE ONE BEFORE THIS ON THIS, UH, AGENDA IS I THINK A LOT OF, YOU KNOW, I THINK WHAT'S, I ALWAYS THINK WE HAVE TO THINK ABOUT WHEN WE'RE THINKING ABOUT AFFORDABILITY, NOT JUST THE COST OF HOUSING, BUT IT'S HOUSING PLUS TRANSPORTATION. AND SO ANYTHING WE CAN DO TO DRIVE DOWN THE COST OF TRANSPORTATION, AND IT'S TWO, TWO PARTS. ONE IS THE OUT-OF-POCKET COST OF JUST MAINTAINING A VEHICLE. THE OTHER IS COMMUTATION TIME. AND 'CAUSE YOU ONLY HAVE SO MUCH TIME, PEOPLE ARE WORKING, THEY'VE WORKED EIGHT TO NINE HOURS A DAY AND THEY'RE SLEEPING FOR EIGHT HOURS AND THEY GET, BE ABLE TO TAKE CARE OF THEIR KIDS AND BE ABLE TO KIND OF ENGAGE IN SELF-IMPROVEMENT, WHATEVER LIVE THEIR BEST LIVES. SO HERE YOU'VE GOT TWO SCHOOLS IN WALKING DISTANCE, YOU'VE GOT A, UM, ONE OF THEM WHICH IS, IS AS A JUST POINTED OUT, IS RIGHT ACROSS THE STREET. YOU'VE GOT A SUPERMARKET, WHICH IS RIGHT, RIGHT ACROSS THE STREET. YOU'VE GOT THE DARK RAIL, WHICH IS, UH, RIGHT THERE, WHICH GETS YOU TO, YOU KNOW, ALL KINDS OF MAJOR EMPLOYMENT CENTER TO GET DOWNTOWN REALLY QUICK AND YOU'VE GOT BUSES THERE. UM, SO I'M, YOU KNOW, VERY HAPPY TO SEE THAT WE'RE SEEING, UM, NOT THIS THIS PROJECT, BUT SOME OTHERS WE'RE REALLY, YOU KNOW, KIND OF CONTINUING TRYING TO TRY TO LOCATE THESE IN AREAS THAT ARE, UM, SUPPORTIVE OF THE CITY'S IDEA OF TRYING TO, UH, REINFORCE EXISTING NEIGHBORHOODS AND BUILD, UM, MULTIMODAL OPTIONS IN. SO I'M, I'M REALLY THRILLED THAT THIS IS ON THE AGENDA TODAY. HAVE A QUESTION, IS THE RIGHT TIME JUST TO MAKE A COMMENT OR YES. OR DID THAT HAPPEN FOR SOLUTION? BECAUSE I DON'T HAVE A QUESTION. YOU MEAN AFTER WE PUT THE MOTION ON THE FLOOR? UM, MOTION? UH, NO, I THINK YOU CAN ASK THE QUESTION. I DON'T HAVE A QUESTION. OH, YOU DON'T HAVE A QUESTION? . OKAY, . ALRIGHT, LET'S PUT A MOTION ON THE FLOOR. I HAVE NO PROBLEM WITH THAT. I HAVE ONE QUESTION. THE, SORRY, , THE AV BONDS, THOSE ARE 10 YEAR BONDS NOW, CORRECT? CORRECT. IS THE REASON WE MISSED THE CONVERSATION BETWEEN Y ALL EARLIER ON, BUT IS IT BECAUSE OF THE CREDIT ENHANCEMENT? IS THAT THE REASON THIS HAS TO BE A TENURE 'CAUSE YOU'RE GETTING THE FANNIE MAE ENHANCE FUND OR WHAT, WHAT WAS SORT OF THE IMPETUS FOR TENURE BONDS AS OPPOSED TO WHAT WE'VE DONE? I THINK WE WOULD LOVE TO DO A 20 OR 30 YEAR FUND. BUT THAT'S JUST THE FANNIE MAE PROGRAM. YEAH, THAT'S THE SUSTAIN IT WAS FANNIE MAE TO GET THE CREDIT ENHANCEMENT IS WHICH CORRECT. OBVIOUSLY PROBABLY MAKES THE DEAL BRINGS THE RATE DOWN. CORRECT. YEAH. SO THAT, AND IT'S INTEREST ONLY FOR THE FIRST FIVE, IT'S, UH, INTEREST ONLY THROUGHOUT THE THE 10. YES. SO FOR THE, FOR THE . OH, I THOUGHT THAT, I THOUGHT SOMETHING SAID FIVE INTEREST ONLY AND FIVE THEY OFFERED PREMIUM OFFERS, TWO OPTIONS A WITH DIFFERENT VALUE BACK UP. YEAH, YOU GOTTA BE OFF CAMERA. SORRY, THAT DAMN OFF CAMERA. NO, BECAUSE THAT'S WHAT I SAW WAS FIVE AND EIGHT FIVE. IT SAYS PRESENTATION FAMILY OFFERS TWO PROGRAM OPTIONS FOR BORROWERS. ONE IS A, UM, AND IT'S WITH DIFFERENT LOAN TO VALUE AMOUNTS AND COVERAGE CARDS. ONE IS A FIVE YEAR INTEREST AND ONLY THE OTHER'S A 10 YEAR PRODUCT IN THE MOST RECENT RUNS, THE FIVE YEAR INTEREST AND ONLY PRODUCED THE GREATEST PROCEEDS, UM, FOR SENIOR BONDS, WHICH IS WHY WE TRANSITIONED FROM ONE TO THE OTHER. THAT MAY BE MARKET DYNAMICS GOING FORWARD. BUT THAT'S THIS FIVE YEARS INTEREST ONLY FIVE YEARS PNI AND THAT MAXIMIZE YOUR PROCEEDS? YES. OKAY. SO BEFORE IT WAS THESE TURBO BONDS THAT, WELL YOU SELL THE TURBOS FOR THE SUBORDINATE BONDS. OKAY. SO THOSE ARE TURBO BONDS. [00:45:01] WHEREAS PRIOR, PRIOR DEALS WE'VE DONE THE A WITH TURBO BONDS, THEY EVOLVE TURBO BONDS. OKAY. BUT THIS IS NOT, THIS IS MORE OF A CORRECT. OKAY. IT RESEMBLES MORE OF A TRADITIONAL FANNIE BAY AGENCY STRUCTURE IS WHAT WE'RE SAYING. RIGHT. OKAY. THAT MAKES SENSE. BUT BOB, YOU THINK WE WILL CONTINUE TO MONITOR THAT? SO IF A 10 YEAR INTEREST ONLY WHEN WE GO TO PRICE IS BETTER, WE COULD SWITCH BACK TO THAT OR I GUESS I'D LOVE TO KEEP THAT OPEN. THAT'S NOT PART OF THE OU AS A, I MEAN, I THINK YEAH, THE MU ALLOWS FOR SOME LATITUDE ON THE FUNDS. OKAY. I MEAN I THINK WE'LL STICK WITH THE STRUCTURE. THERE WASN'T THAT BIG OF A DIFFERENCE. THERE'S A COUPLE MILLION DOLLARS. UM, WE'RE GOING THROUGH IT. WELL, I MEAN BETWEEN WHAT WAS AVON VERSUS SURE. YEAH. WE MAY GET A RATE CUT. WELL, YEAH. SO WE WANNA KEEP IT FLUID. YEAH. SO WHATEVER. THANK YOU. UH, DIRECTOR ZA, DID YOU HAVE ANY OTHER QUESTIONS? GOOD TO COME BY HERE. HI JOE. HOW ARE YOU? JOE, MEET YOU. NICE TO SEE YOU. NOT, UM, SO, SO YEAH, I DON'T KNOW. SO CAN WE PUT A MOTION ON THE ABOVE TO FLOOR? OKAY. SECRETARY PAGE. AND DO I HAVE A SECOND? SECOND. UM, AND THEN DIRECTOR MOORE, DID YOU HAVE SOMETHING? YES. UM, WHEN WE'RE TALKING ABOUT THESE DEALS, I JUST THINK IT'S IMPORTANT FOR DISCUSSION PURPOSES TO THINK ABOUT HOW WE'RE INTERACTING AND ENTIRE ECOSYSTEM OF, YOU KNOW, TAXABLE ENTITIES AND, UH, TAXPAYER FUNDED PROJECT . AND OF COURSE, WHILE WE CAN'T EVER GUARANTEE THAT A LOT OF TAXABLE ENTITIES WILL SPEND THEIR TAX DOLLARS IN THE AREA OR ON THE PROJECTS THAT WE ARE, UH, OVER THE NEXT 10 YEARS, DOES $21 MILLION, UH, TOTAL PROPERTY TAX, UH, PULL FROM THE ROLES THAT WOULD OTHERWISE BE, UH, ALLOCATED TO DID DALLAS COLLEGE, UH, UH, TRANSPORTATION FROM INFRASTRUCTURE FROM THE COUNTY, UH, CITY GO TO DART. UH, BUT MORE MOSTLY RELATED TO US, THE CITY PROPERTY TAX REVENUE THAT WOULD OTHERWISE BE GENERATED. ABOUT 6.8 MILLION OVER THE COURSE OF THE 10 YEARS AND POSSIBLY MORE. YEAH. POSSIBLY. UH, WHICH IS OVER $600,000 A YEAR. UH, AND JUST FOR AWARENESS, KIND OF WHAT THAT COULD POSSIBLY DO. JUST RECENTLY, UH, SKILLMAN LIBRARY WAS SLATED TO CLOSE FOR LESS THAN THAT. LESS THAN $500,000 IS WHAT FOR A YEAR. AND SO WITH THAT AWARENESS, I WOULD IMAGINE THAT NEXT YEAR WHEN THEY'RE DOING THE CITY BUDGET, KNOWING THAT, YOU KNOW, THEY'RE GOING TO BE AT A DEFICIT ON A YEARLY BASIS OF OVER $600,000, I WOULD IMAGINE IT'S GONNA HAVE AN EFFECT ON WHAT IS THAT MUCH LOWER THAN WE'RE HAVING, UH, UNINTENDED EFFECT OF AFFECTING PROJECTS THAT ARE ALSO HELPING AFFORDABLE HOUSING AS WELL. UH, SINCE THE HFC IS GOING TO BE GETTING AN ANNUAL, UH, PAYMENT THROUGH THIS, IT'S ABOUT 565,000. I NO, THAT WAS FOR THE 10 YEARS. OH, THAT THE 5 65. OKAY. UH, ON THAT CASE, WE WOULDN'T BE ABLE TO MM-HMM. BUFFER THAT CHANGE ON A YEARLY BASIS. UM, SO I WOULD HOPE THAT FROM HARVARD OR TENDED, UH, OR RETAINED RATHER, UH, FUNDS AND WHAT WE DO GET FROM THIS PROJECT, THAT WE DO MAINTAIN A CERTAIN AMOUNT TO BE ABLE TO WORK WITH HOUSING NEIGHBORHOOD REVITALIZATION. UH, AND BECAUSE ULTIMATELY WE HAVE OWNERSHIP OVER THIS PROPERTY IN THE LONG RUN WITH A POTENTIAL UPSIDE, OF COURSE YOU CAN NEVER KNOW HOW MANY $50 MARKET. I THINK THAT IT MAKES SENSE FOR US OVERALL, BUT JUST WANTED TO PUT THAT OUT AND HAVE A PART OF THE CONVERSATION SO THAT WE'RE CONSIDERING THOSE FOR EVERY PROJECT. ABSOLUTELY. WELL, STEVE, CAN I SAY SOMETHING TO ADD ON THAT? UM, I THINK JUST FOR THE BOARD'S, I GUESS BENEFIT ANYWAYS, THERE'S A, THERE'S A GREATER DISCUSSION GOING ON BOTH THE STATE AND HERE LOCALLY ON THE CITY COUNCIL. ANYTIME THAT WE APPROVE A DEAL AND THEY GET OFF THE S THE CITY COUNCIL ALSO HAVE TO RATIFY THAT. SO EVERY TIME I BRING IT TO THE COUNCIL, THERE ARE A LOT OF QUESTIONS THERE. WHAT, WHAT IS THIS MIGHT BE USED FOR? SO I I'VE IN TALKS WITH A FIRM TO TRY TO GET THAT NUMBER. SO WHAT'S, WHAT'S THE ACTUAL EFFECT? 'CAUSE TO DATE, NOBODY'S REALLY, NOBODY REALLY KNOWS, YOU KNOW, WHAT THE ENTIRE EFFECT HAS BEEN. SO JUST FOR Y'ALL'S [00:50:01] BENEFIT, I WOULD SAY I, I'M WORKING ON IT. 'CAUSE IT'S, I THINK AS A BOARD YOU GUYS ARE, ARE SENSITIVE TO THAT AND BEST PRACTICES. WE NEED TO KNOW, YOU KNOW, WHAT, WHAT'S THE EXACT DATA. SO STAY TUNED. I GUESS I'M NOT TRYING TO GET THAT AS QUICK AS POSSIBLE. OKAY. YEAH, I THINK, UM, BRIAN, TO YOUR POINT, THIS, YOU KNOW, THIS IS THE, YOU KNOW, WHAT DRIVES THE HFC, THE FUEL THAT GIVES US THE ABILITY TO EXIST AND EXECUTE OUR MISSION OR THE COMBINATION OF TAKING THINGS OFF THE TAX ROLLS, WHICH IS, YOU KNOW, REALLY EVERY PROPERTY WE HAVE PLUS WHEN WE'RE DOING DEVELOPMENT DEALS, THE SALES, UM, SALES TAX EXEMPTIONS, AND THEN ON ALL THESE DEALS OF FINANCING THE TAX EXEMPTION. AND SO I THINK WHAT YOU'RE HITTING AT, WHICH AARON AND I HAVE DISCUSSED SEPARATELY, IS, UM, THE IDEA THAT YOU HAVE TO BE COGNIZANT AS A, AS A BODY TO, YOU KNOW, HOW DO WE, UM, HOW ARE WE GOOD STEWARDS OF ALL THAT? AND, AND MAKING SURE IN EVERY CASE THAT THE TRADE TRADE OFFS ARE, UM, APPROPRIATE. AND YOU KNOW, WHAT, AT WHAT RATE DO WE DO THIS? I, I THINK WE'RE, YOU KNOW, I FEEL COMFORTABLE RIGHT NOW WE'RE, WE'RE DOING A GOOD JOB OF BEING GOOD STEWARDS THAT, BUT IT'S SOMETHING THAT I THINK, YOU KNOW, WE SHOULD ALWAYS NEED TO KEEP, KEEP IN MIND. AND, UH, SO WELL I THINK IN GENERAL, THESE MEAN THE BOND DEALS ARE DISTINCTLY DIFFERENT THAN THE PARTNERSHIP DEALS. YEAH. PARTNERSHIP AS WELL. BUT YOU KNOW, THE HELP, THE GOOD PEOPLE, HE TALK TO THAT PUBLIC BENEFIT ANALYSIS WHERE THEY CONSIDER 60% OF TAX REVENUE COMING IN. IF YOU COULD, YOU KNOW, IF 60% OF THAT TAX PAYMENT GOES TO TENANT SAVINGS, SAVINGS FOR THE TENANTS OR MONEY INTO THE HSC, THAT'S PART OF THE PUBLIC GOOD. WELL, OBVIOUSLY IF TENANTS AND RESIDENTS GET SAVINGS, THAT'S GREAT. WE GET THE MONEY AND IT JUST SITS THERE IN A BANK ACCOUNT. , IT'S NOT REALLY, YOU KNOW, GOING TO THE PUBLIC GOOD. SO IT KIND OF COMES INTO, OKAY, WE'RE GETTING THIS MONEY, WELL WHAT ARE WE GONNA DO WITH IT? YOU KNOW? AND I THINK THAT'S PART OF THE QUESTION THAT YOU'RE SORT OF RAISING. IT'S LIKE, LOOK, YEAH, OKAY, WE'RE GONNA TAKE OFF THE TAX RULES. ONE, WE HAVE PLAN FOR HOW MUCH WE'RE GONNA DO IT WHEN YOU'RE HERE. TWO, YOU KNOW, CONSIDER THE IMPACT, BUT THREE MONEY THAT WE DO GET, GET IN, WHAT DO WE DO WITH IT? AND MAYBE GETS INVESTED SOMEHOW IN SOME WAY TO THE IMPACT OF COMMUNITIES OR THE IMPACT, YOU KNOW WHAT I'M SAYING? MM-HMM. . SO, BUT THAT'S, THAT'S A BIGGER DISCUSSION ABOUT, YOU KNOW, WHAT DO WE DO? AND I ASSUME GENERAL MANAGER QUINTO THAT THIS COMPANY, IF THERE IS A COMPANY THAT MAKES THIS ANALYSIS, IT'S GONNA ALSO INCLUDE AN ANALYSIS OF, YOU KNOW, UH, WHAT WOULD THE IMPACT BE ON BUSINESSES IF THEY CAN FIND EMPLOYEES. AND SO THEY CANNOT OPERATE IN THE CITY OF DALLAS BECAUSE THEY CANNOT FIND, YOU KNOW, TEACHERS, THEY CANNOT FIND, UM, YOU KNOW, UH, NURSES, ET CETERA. SO I THINK THAT WE ALWAYS NEED TO KEEP THAT IN MIND AS WELL, THAT, UM, THAT WE, THE CITY OF DALLAS FOR BUSINESSES AND THE CITY OF DALLAS TO PROSPER, THEY NEED TO HAVE EMPLOYEES. AND YOU BROUGHT THIS UP LAST MEETING. YOU YES. YOU CALL IT THE INTANGIBLES. YES. BUT THERE'S GOTTA BE A WAY TO QUANTIFY THAT. YES. 'CAUSE OTHERWISE YOU END UP WITH A COST BENEFIT ANALYSIS THAT LOOKS SKEW TO THE COST AND DOESN'T MAKE SENSE. EXACTLY. AND MAYBE SOME PROJECTS DON'T MAKE SENSE. OBVIOUSLY WE HAVE TO WEED THOSE OUT. YES. BUT WE NEED, AND AND THIS GOES TO WHAT, UH, YES. WHAT ERIC JUST SAID. YOU KNOW, WE NEED TO FIND A WAY TO BETTER QUANTIFY YES. THESE THINGS. YES. OTHERWISE IT'S HARD FOR US TO REALLY LOOK AT. DOES WOULD MAKE SENSE, AND I WOULD THINK THAT THESE CONSULTANTS WOULD BE ABLE TO PROVIDE US WITH THAT INFORMATION AS WELL. THE INFORMATION ABOUT THE NEED FOR EMPLOYEES FOR THE BUSINESSES IN THE CITY, ET CETERA. YEAH. I MEAN, THAT'S DEFINITELY A, A DEEPER ECONOMIC PROBLEM. THAT'S NOT JUST THE ADDING AND SUB SUBJECTING, YOU KNOW, YOU KNOW, I THINK WE'RE TRYING TO START WITH THE BASELINE, YOU KNOW, WHAT'S, WHAT'S OUR ACTUAL TAX BASE AND WHAT PERCENTAGE ARE WE AFFECTING IT? AND THEN WE CAN KIND OF GO FROM THERE. UH, BUT WE'LL GET, OKAY. I THINK MOST OF US KNOW THIS IS PART OF A HIGHLY AMBITIOUS MIXED USE PROJECT WHEN THEY'RE TRYING TO BUILD 1.2 MILLION SQUARE FEET OF OFFICEMATES. YES. IT PROBABLY ONE OF THE WORST TIMES TO DO IT. YOU KNOW, THAT KIND OF DEVELOPMENT. BUT HEY, YOU CAN, MINES MIDDLE INCOME WORKERS. THAT'S A PRETTY GOOD DRAW. YES. IMAGINE FOR THE TENANTS. 'CAUSE THEY'RE NOT GONNA BUILD IT UNTIL THEY'VE PRE-LEASE IT TO A CERTAIN AMOUNT. WELL, TENANTS AREN'T GONNA GO THERE UNTIL THEY ARE COMFORTABLE WITH, YOU KNOW, THE WORKFORCE THAT THEY YES. SO, YES, EXACTLY. UH, OKAY. WE NEED TO VOTE. YEAH, I'D SAY I'D LIKE TO CALL. OKAY. ALL RIGHT. UM, DIRECTOR ALLEN APPROVE. UM, DIRECTOR COLLINS APPROVE. UH, DIRECTOR HINTON APPROVE. VICE PRESIDENT GARCIA PROOF DIRECTOR ELLIS APPROVE. I APPROVE. [00:55:01] DIRECTOR ROBINSON. APPROVE. DIRECTOR MOORE. I APPROVE. UM, SECRETARY PAGE APPROVE AND DIRECTOR ZA APPROVE. OKAY. MOTION PASSES. ALL RIGHT. ONE MORE ITEM, I THINK. AREN'T WE DONE TO ONE? OKAY. THANK YOU TO EVERYONE FROM TBI. WE APPRECIATE ALL YOUR INPUT. UM, AND ALSO FROM JEFFERIES. UM, OKAY. OUR FINAL LINEUP RESOLUTION FOR OAK AND ILLINOIS MULTI-FAMILY RESIDENTIAL DEVELOPMENT, LOCATED AT 26 27 LIVE OAK STREET IN THE CITY OF DALLAS, DALLAS COUNTY, TEXAS 7 5 2 0 4 A. CONSIDER A ADOPT RESOLUTION APPROVING A ME MEMORANDUM OF UNDERSTANDING WITH WATERFORD PROPERTY COMPANY LLC FOR THE ACQUISITION, FINANCING AND OPERATION OF OAK AND ELMA MULTI-FAMILY RESIDENTIAL DEVELOPMENT. LOCATED AT 26 27 LIVE OAK STREET IN THE CITY OF DALLAS. 7 5 2 4. CONSIDER IT B, CONSIDER 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. OK. LM G-P-L-L-C AND APPROVING THE FORM OF A LIMITED LIABILITY COMPANY AGREEMENT AND THE EXECUTION THEREOF. AND C, CONSIDER AN ADOPTER 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 OAK. I DON'T KNOW IF YOU PRONOUNCE IT. EL OR ELM LANDOWNER, LLC IN APPROVING THE FORM AND SUBSTANCE OF A LIMITED LIABILITY COMPANY AGREEMENT AND THE EXECUTION THEREOF. SO WE'RE READY FOR THE PRESENTATION. GENERAL MANAGER QUINTO. OKAY. JOHN FROM THE PROPERTY COMPANY'S HERE AS WELL, STATE. UM, I'M GONNA LET HIM TALK. HE KNOW MUCH MORE THAN I ALWAYS . I'LL, I'LL CHIME IN WITH SOME, UH, MISINFORMATION IF NEEDED. UM, WELL CHAIR, HEALTH FAN AND, UM, MEMBERS OF THE DALLAS HSC. UH, I'M SEAN ROSSON, THE CO-FOUNDER OF WATERFORD PROPERTY COMPANY. IT'S A PLEASURE TO BE BACK BEFORE THIS BODY. UM, OAK'S, A PROJECT THAT WE'RE REALLY EXCITED ABOUT. UM, AS, UM, CHAIR HEALTH FAN MENTIONED, IT'S LOCATED AT 2 6 2 7 LINE OAK STREET. SO IT'S IN THE DEEP EL NEIGHBORHOOD OF, OF DALLAS. AND WHAT'S REALLY SPECIAL, UH, ABOUT THIS PROPERTY, AND I'M GONNA TOUCH ON IT IN ONE OF MY LATER SLIDES, BUT I DO WANT TO LEAD WITH IT, IS, IS THAT WE'RE ABLE TO ACHIEVE 20% OF THE UNITS AT 60% A MI AND THAT'S SOMETHING THAT WE'RE REALLY, REALLY EXCITED ABOUT ON, ON THIS PROJECT. UM, BUT BEFORE I JUMP INTO THAT, UM, I WANT TO GIVE A LITTLE BACKGROUND ON THE NATURE OF THE ASSET. SO IT'S A 2023 CONSTRUCTION CLASS, A MULTIFAMILY CONFIGURED, A FIVE STORY WRAP, UH, CONFIGURATION WITH, UM, UH, TRADITIONAL, OH YEAH, THANK YOU JACKIE. UM, TRADITIONAL CLASS A AMENITIES, WHICH INCLUDE STATE OF ART, GYM AND STATE-OF-THE-ART, UH, CLUB ROOM, UM, IN UNIT FINISHES ARE, UM, YOU'VE GOT QUARTZ COUNTERTOPS, STAINLESS STEEL APPLIANCES, UM, AND REALLY, YOU KNOW, FIX THE NATURE OF THE CLASS A, UM, ASSET THAT, THAT, THAT IT IS. UM, IF YOU DON'T MIND GOING TO THE, THE NEXT SLIDE, JACKIE. UM, WHAT WE REALLY, IN ADDITION TO THE AFFORDABILITY, UM, DO YOU MIND GOING TO THE, THE NEXT, UH, YEAH. WAIT, NO, I'M SORRY. LOOKS PAGE THREE, SORRY. YEAH. OKAY. YEAH. SO IT LOOKS RIGHT NOW, SORRY. I THINK THERE'S, YEAH. OKAY. SORRY. , , THERE'S A LAG FOR EVERYONE THAT'S, THAT'S WATCHING THIS. UM, THE LOCATION OF THIS ASSET, YOU KNOW, I THINK IS OPTIMAL FOR THE DEMOGRAPHIC. UM, AND, AND REALLY THE MISSION THAT WE'RE TRYING TO ACHIEVE WITH THIS PROGRAM. AND CANDIDLY, WHAT WATERFORD LOOKS FOR, UM, AS A, AS AN OPERATOR OF ESSENTIAL HOUSING, UM, ITS LOCATION IS 0.2 MILE WALK FROM THE DCON TRANSIT STATION. IT'S ADJACENT TO INTERSTATE 3 45 AND ROUTE 75. UM, IT'S ACROSS THE STREET FROM A TOM THUMB, UH, GROCERY STORE. UM, IT'S ADJACENT TO, UM, ACTUALLY NOT ADJACENT, BUT, UM, JUST UNDER A MILE FROM, CALLED THE GROCERY STORE. UM, AND ONE OF THE KEY DRIVERS OF THIS LOCATION, AND IF YOU LOOK AT THE CURRENT DEMOGRAPHIC OF LI TENANTS IS, IS THAT IT'S NEAR THE BAYLOR UNIVERSITY MEDICAL CENTER. UM, SO WHEN YOU LOOK AT THE TRUE DEMOGRAPHIC OF ESSENTIAL HOUSING, WHICH INCLUDES, UM, PUBLIC SAFETY WORKERS, UM, MEDICAL PROFESSIONALS, UM, CIVIL SERVANTS, UM, THE LOCATION OF THIS ASSET REALLY BOS WELL FOR THAT DEMOGRAPHIC. UM, AND, AND THEN THIS PROXIMITY TO, TO PUBLIC TRANSIT. AND SO THAT'S SOMETHING THAT WE'RE REALLY EXCITED ABOUT. [01:00:04] IF YOU DON'T MIND GOING TO THE NEXT SLIDE. THANK YOU, JEFF. UM, SO FROM AN AFFORDABILITY STANDPOINT, UM, OBVIOUSLY YOU'RE ALL WELL, UM, FAMILIAR WITH THE TYPICAL, UM, PARTNERSHIP STRUCTURE. UM, THE AFFORDABILITY ON THIS ONE, AS I MENTIONED, IS A LITTLE DIFFERENT THAN, THAN PREVIOUS TRANSACTIONS. WE'RE DOING 20% OF THE UNITS AT 60% A MI, 31% OF THE UNITS, UM, AT 80% A MI AND THEN 39% AT ONE 40, AND THEN THE REMAINING, UM, AT, AT MARKET RATE. AND SO WHEN YOU LOOK AT THE RENTAL SAVINGS OF THIS ASSET, UM, AND THIS, UM, NUMBER ELLIS MENTIONED, WHEN YOU LOOK AT THE 60% TEST THAT THE WHOLE TOP PUTS YOU THROUGH, YOU KNOW, THE PUBLIC BENEFIT ON, ON THIS PROJECT, UM, IS SOMETHING THAT, YOU KNOW, REALLY, UH, IS, IS UNIQUE FOR, FOR A STRUCTURE LIKE THIS. UM, FROM AN ASSET MANAGEMENT STANDPOINT, UM, WE'RE PARTNERING WITH EQUALLY CRAFTED MANAGEMENT FOR OUR SOCIAL SERVICE COMPONENT, UM, WHICH WE WILL PROVIDE RED, PROVIDE EVIDENCE SERVICES, WHICH INCLUDES SOCIAL ENGAGEMENT, FINANCIAL LITERACY, AND, UM, HEALTH AND WELLNESS, UH, THAT TRAINING, WHICH FOR THAT MIDDLE DEMOGRAPHIC, UM, YOU KNOW, THOSE TYPES OF SERVICES ARE REALLY THE ESSENTIAL FUNCTION THAT WE SEE FOR PROVIDING SERVICES TO, TO OUR RESIDENTS. IF YOU DON'T MIND GOING TO SLIDE EIGHT, JACKIE MM-HMM. UM, SO OUR PARTNERSHIP, UM, IN THIS TRANSACTION, UH, WILL BE WITH THE GROUP, UM, FROM, UH, BASED IN NEW YORK. UM, THAT HAS A, A MISSION DRIVEN, UM, APPROACH TO HOW THEY INVEST. UM, IT WILL BE OUR THIRD TRANSACTION WITH 'EM. UM, GRAYSTAR WILL BE OUR PROPERTY MANAGER. UM, YOU KNOW, WHAT'S UNIQUE ABOUT OUR RELATIONSHIP WITH GRAYSTAR AND AS A WHOLE, UM, YOU KNOW, GRAYSTAR DOES DOES A GREAT JOB AND I KNOW THAT THEY'VE BEEN A TOPIC OF CONVERSATION ON THIS BOARD. WHAT MAKES THEM UNIQUE WITH US IS THE SIZE OF OUR ESSENTIAL HOUSING PORTFOLIO WITH GRAYSTAR. UM, WHEN YOU COMBINE OUR DALLAS PORTFOLIO WITH OUR CALIFORNIA PORTFOLIO, UM, AND THEN WHEN YOU ADD IN THIS, THIS, UH, THIS ASSET THAT'S 424 UNITS, WE'LL HAVE NEARLY 6,000 UNITS OF ESSENTIAL HOUSING UNITS WITH GRAYSTAR. WHAT THAT MEANS IS, IS THAT WE'VE CREATED A TEAM WITHIN GRAYSTAR THAT IS LAYERED IN WITH OUR ASSET MANAGEMENT TEAM. THAT REALLY IS WHAT I WOULD SAY AHEAD OF THE CURVE AND KNOWING HOW TO MANAGE AND, AND DEAL WITH. ESSENTIALLY YOU'RE TAKING, YOU, YOU'RE CREATING MIXED INCOME COMMUNITIES, TAKING MARKET RATE ASSETS AND THEN LENDING IN WITH VULNERABILITY. UM, AND IF YOU DON'T KNOW HOW TO MANAGE THOSE TYPE OF ASSETS, UM, AND IF YOU DON'T HAVE THE RIGHT TEAM IN PLACE, UM, YOU KNOW, IT, IT CAN BE CHALLENGING. UM, I THINK THAT'S WHAT SETS WATERFORD APART. UH, AS AN OPERATING COMPANY, THAT'S OUR MISSION. YOU KNOW, WE ARE MARKET RATE DEVELOPERS AND INVESTORS, BUT WE HAVE A DEEP, DEEP CONCENTRATION ON AFFORDABLE. SO CAPITAL A 60% LINE BELOW AND MIDDLE INCOME AND THE 60 TO ONE 20 SPACE. AND SO, YOU KNOW, WE'RE REALLY, REALLY HANDS-ON IN TERMS OF THE WAY THAT WE WORK WITH GRAYSTAR. UM, AND WE'RE VERY PROUD OF THE RELATIONSHIP THAT WE'VE, THAT WE'VE HAD WITH GRAYSTAR. UM, SO WITH THAT, I, I'M HAPPY TO ANSWER ANY QUESTIONS. UM, YOU KNOW, I THINK WE'RE, WE'RE REALLY, UM, PROUD OF OUR RELATIONSHIP WITH THE DALLAS HHC, UM, AND WE'RE VERY, VERY MINDFUL OF MAKING SURE THAT WE BREAK REALLY GOOD, STRONG DEALS TO THIS BOARD THAT MAKE, MEET ALL THE PUBLIC BENEFITS TESTS, UH, THAT, UH, MEET THE CRITERIA TO BOARD AND, AND, AND HILLTOP. SO WITH THAT, UM, HAPPY TO ANSWER ANY QUESTIONS. UH, OKAY. SO, UM, I WAS TALKING TO SEE IF I HAD ANY QUESTIONS, BUT I'M NOT FINDING ANYTHING ON MY NOTES, SO, UM, I'LL OPEN IT UP OR ANY OTHER, OH, I, I GUESS I WAS GONNA MENTION THAT, UM, THAT I TOURED THE PROPERTY AND WE WERE TALKING ABOUT, UH, SOUND MITIGATION. AND I HAVE TO SAY THAT I, I WAS KIND OF AMAZED 'CAUSE IT WAS REALLY CLOSE TO CENTRAL EXPRESSWAY. YEAH. AND I DID NOT HEAR CENTRAL EXPRESSWAY NOISE. ABSOLUTELY. SO, AND THAT WAS A BIG FUNCTION OF OURS AS WELL WHEN WE WERE LOOKING AT THE ASSET. AND, UM, WE'VE HAD OUR DUE DILIGENCE TEAM GO THROUGH, I PERSONALLY BLOCKED [01:05:01] THE ASSET DOWN THREE TIMES. UH, NATE HALL FROM OUR TEAM, I WALKED IT, UH, FIVE TIMES ONCE WITH ME, , . UM, AND SO, UM, I, I GO THOSE SAME ZONE. YEAH. UM, WAS THIS THE BUILDING THAT HAD THE CRANE INCIDENT A FEW YEARS AGO? ? YES, IT'S, YEAH, SO IT'S BEEN FULLY, FULLY REBUILT. UM, SO IT WAS ORIGINALLY BUILT IN 2016 AND THEN IN 2023, UM, IT WAS FULLY DELIVERED IN WAS BACKUP. UM, I GUESS THE CRANE WAS NO, THE CRANE WAS, SO THE CRANE LANDED IN TOP OF THE GARAGE. AND SO WHAT YEAR WAS THAT? 2018. THAT WAS 2018. AND THEN IT WAS, IT WAS, UH, RECONSTRUCTED AND THEY DELIVERED BASICALLY THE END OF 22. AND THEN EARLY 23, I THINK IT WAS IN INSURANCE PURGATORY, TWO YEARS, SOMETHING. THEY COULDN'T DO ANYTHING BECAUSE THEY HAD TO GO ON AND TAKE OUT CARS AND ALL RIGHT. LIKE, IT WAS CRAZY. SO, SO LIKE I SAT THERE, THERE'S NO RESIDUAL LIABILITY FROM THAT. NO, THAT'S A BIG QUESTION. YEAH. NO, AND AS YOU CAN IMAGINE, UM, YOU KNOW, FROM AN OPERATING STANDPOINT, FROM OUR LP EQUITY, UM, POSITION, UM, BUT THAT, THAT WAS A KEY OPTION. SO THAT'S, UH, VERY, UH, DETAIL ADDRESSED IN THE PURCHASING SALE PROCESS. AND I THINK YOU GUYS HAVE A, A PROVISION IN THAT, RIGHT? YEAH. THE DUE DILIGENCE. OH, YES, EXACTLY. YEAH. WE'VE GOT D WE'VE GOT THOUSAND SUSPENDERS REGARDING DUE DILIGENCE. UM, WE'VE, WE'VE GONE THROUGH THERE. WE'VE HAD STRUCTURAL ENGINEERS GO THROUGH THERE. UM, AND, UH, AND SO WE WE'RE VERY, WHAT'S THE, AND THAT'S, AND THAT'S A, THAT'S A, A REQUIREMENT FOR, WE'RE GONNA BE PUTTING AGENCY DEBT ON THIS. UM, WE'RE RIGHT NOW RUNNING A PROCESS. UH, WE'RE BOTH FREDDY AND FANNIE DEBT. UM, WE'VE GOT TERM SHEETS FROM BOTH. UM, BUT THAT THE DUE DILIGENCE THAT AARON MENTIONED IS PART OF THAT PROCESS. WHAT'S THE OCCUPANCY? RIGHT NOW? IT'S AT, IT'S AT 93%. UM, AND THAT'S JUST A FUNCTION OF THAT. THEY WERE JUST FINISHING LEASE UP, UH, AS WE, WE START ENTERTAINING, UH, CONVERSATIONS WITH 'EM. CAN YOU REMIND ME MECHANICALLY HOW THE RENTAL SAVINGS SUPPLY UPON LEASE RENEWAL IN THE YEARS WE MOVE FORWARD? YES. IT'S, SO THE WAY IT WORKS FOR, FOR LEASE RENEWALS IS, IS THAT AT THAT POINT, THE RESIDENT, UM, WILL BE QUALIFIED, UM, AND THEN BASED UPON WHICH INCOME BUCKET THAT THEY QUALIFY INTO, THEN THEY'LL, THEY'LL GET THOSE RENTS. IF THEY NO LONGER QUALIFY, THEN THEY'LL BE PUT INTO THE MARKET BUCKET ON PAPER. BUT THEY'RE NEVER DISPLACED. THEY'RE NOT DISPLACED. AND SO IF I, I DON'T KNOW THE DEMOGRAPHICS OF THE CURRENT RENTERS, BUT IF NO ONE QUALIFIES FOR 60% AM I, THEY WOULD CONTINUE AT THE MARKET RATE UNTIL THEY WOULD LEAVE. THEN THAT UNIT WOULD REMAIN OPEN UNTIL A 60% AM CORRECT. YEAH. YES, THAT IS FAIR. I THINK WE ALLOW IN THE REGULATORY AGREEMENTS, TWO OR THREE YEARS TO ROLL ALL THOSE OVER JUST SO THAT YOU DON'T DISPLACE ANYBODY. ANY OTHER QUESTIONS? HEY, UM, THANK YOU VERY MUCH. I, I TOURED IT, AS I SAID, AND, UH, I THOUGHT IT WAS, YOU KNOW, A, JUST A GREAT PROPERTY AND, AND THAT LOCATION REALLY IS JUST SO, SO EASY TO GET ON AND OFF CENTRAL. AND I MEAN, YOU KNOW, EVEN PUTTING TO THE SIDE ALL THE PUBLIC TRANSPORTATION THERE IS, BUT YOU KNOW, EVEN FOR CARS, , IT'S A REALLY GOOD LOCATION. SO, UH, I WAS VERY IMPRESSED. I WOULD LIKE JUST SAY, IT'S LITERALLY ACROSS THE STREET, TOM THUMB, LIKE IT'S YES, YES. LIKE IT'S AT THE CORNER. LIKE YOU JUST ONE CORNER OF THE BUILDING, YOU WALKED ACROSS THE STREET AND THERE'S THE TOM THUMB. IT'S PRETTY AMAZING. UM, OKAY, SO DOES SOMEONE WANTED TO MAKE A MOTION AND A SECOND VOTE? SO MOVE SECOND. WHAT'S THAT? DIRECTOR, AL? YES, MA'AM. ALL RIGHT. DIRECTOR ALLEN, WE HAVE DISCUSSION. OH, SORRY. I REALIZED, UH, FROM BEFORE I, I HAD, UH, DURING THE QUESTION, DURING THE LAST ITEM, I MADE A STATEMENT, , THIS TIME I TRYING TO BE CAREFUL RIGHT WAY. OKAY. SO EVERYTHING I SAID ABOUT THE LAST DEAL, I WOULD SAY ON THIS DEAL AS WELL, NOT PRIVILEGE. SO THIS IS IN, IN MY DISTRICT. THE OTHER ONE WE JUST HEARD BEFORE, THIS WAS RIGHT OUTSIDE THE BOUNDARY, BUT FROM LOCATION AND WALKABILITY AND JOBS AND, UH, THIS IS, IT'S IN A DIFFERENT AREA OF DISTRICT 14, SERVE D DIFFERENT, UH, UM, EMPLOYMENT BASED IN RIGHT IGN MISSION, THREE CLOSE. BAYLOR MAN'S REALLY CLOSE TO DOWNTOWN. IT'S WALKING DISTANCE DOWNTOWN. [01:10:01] SO EVERYTHING I SAID BEFORE, I'D SAY ABOUT THIS ONE TOO. SUPERMARKET SCHOOLS, ALL THAT KIND OF STUFF. PUBLIC TRANSIT. PUBLIC TRANSIT. YEAH. I AGREE. CAN I ASK A QUESTION? YES, SURE. UH, AARON? YES, SIR. YOU KNOW, IN, IN THE, YOU KNOW, IN THEIR COST BENEFIT ANALYSIS, YOU'VE GOT KIND OF A RENT SAVINGS AND, AND BENEFIT TO THE HFC OF OVER 19 MILLION PROPERTY TAX ABATEMENT AT 30. IS THERE A RATE, YOU KNOW, AGAIN, THIS GOES BACK TO WHAT YOU WERE TALKING ABOUT A SECOND AGO AND HOW WE QUANTIFY THIS, BUT IS THERE A RATIO TEST, IF YOU WILL, THAT WE HAVE IN PLACE WHERE YOU KIND OF, IN THE PAST WE'VE BEEN KIND OF SAYING, HEY, THIS RATIO MAKES SENSE? YES. SO BASICALLY WHAT WE'VE BEEN HOLDING ALL OF OUR PROPERTIES TO IS THIS MINIMUM STANDARD OF PUBLIC BENEFIT. SO WHAT THAT TAKES INTO EFFECT IS YOUR FOREGONE TAXES, RIGHT? SAY YOU HAVE A MILLION DOLLARS IN TAXES OVER A CERTAIN TIME PERIOD, LET'S SAY 15 YEARS, RIGHT? WE NEED TO GET A 60% RETURN ON THAT, OR AT LEAST THAT'S WHAT WE'VE USED KIND OF AS OUR SMELL TEST. THIS IS WORTH OUR SALT, RIGHT? AND SO IF WE COULD GET BACK THAT 60% NUMBER IN PUBLIC BENEFIT, WE FEEL LIKE THAT'S, THAT'S KIND OF MORE, UH, WE'RE PURSUING. AND SO PUBLIC BENEFIT CAN INCLUDE WELL RENT SAVINGS, ANY PAYMENTS TO THE AGENCY, PLUS ANY KIND OF BACKEND SALE OVER THAT. SO THIS ONE, I THINK, TIM, DO YOU HAVE THE PUBLIC GRAND DROP HAND? I DO NOT HAVE THAT OFFENDER. THAT'S A 60, 62 0.6. YEAH. SO WE TRY NOT TO BRING IT TO THE BOARD IF IT'S NOT AT LEAST THAT NUMBER. OBVIOUSLY IT'S UP TO YOU GUYS PER YOU IN YOUR, I GUESS, KNOWLEDGE OF THE CONSTITUENTS WANT AND WHAT THE COUNCIL MEMBERS WANT. BUT, UM, WE TRY NOT TO WASTE YOUR TIME. THAT'S IT. THEY CAN RATHER MEET THAT, THE SPIRIT OF REPEATING WHAT WE, FOR THE LAST ONE, , I ALSO WANT TO BRING UP THE, UH, ABATEMENT AND TAXES VERSUS THE BENEFIT OVERALL. AND THIS DOES DIFFER THAT FROM, UM, JUST TALK ABOUT JEFFERSON IN THAT WE DON'T AS A-H-F-C-C AND UPEND, EVEN THOUGH THEORETICAL, YOU KNOW, THE 50 MILLION OF APPRECIATION THAT WE WOULD GET, UH, ON SALE THE LAST PROPERTY VERSUS HERE OVER ONLY GETTING THE GROUND WE SPEAK. ANOTHER DIFFERENCE I THINK IS IMPORTANT IS THAT THIS, UH, PROPERTY IS PART OF THE DEEP L AND PUBLIC IMPROVEMENT DISTRICT. SO WHEREAS SOMETIMES WE'RE AMORPHOUSLY PULLING TAX REVENUE FROM THE TAX ROLL, THAT CAN'T BE QUANTIFIED GOING TOWARD THAT ACTUAL AREA, THIS ACTUAL, SO SOME OF THAT TAX REVENUE THAT WE'RE CAUSING TO BE REMOVED FROM THE TAX ROLL WOULD'VE OTHERWISE BEEN PUT RIGHT BACK INTO THIS NEIGHBORHOOD. AND SO MM-HMM, , UNLESS THEY CHANGE THEIR BOUNDARIES. YEAH. SHOULD BE. YEAH. UM, AND SO THOSE ARE THE TYPES OF THINGS THAT GO SPECIFICALLY TOWARD PUBLIC SAFETY VERSUS JUST GOING TO DTT, UH, FIRE DEPARTMENT. GENERALLY THIS IS GOING TO HAVE EXTRA SECURITY, UM, INVESTMENT IN ACTIVITIES FOR THE COMMUNITY, UM, BUSINESS DEVELOPMENT TO BRING SAFER AND, UH, NIGHTLIFE, ESPECIALLY FOR THE ENTERTAINMENT DISTRICT, UH, AND PIT. AND SO WITH THE COST BENEFIT ANALYSIS COMING UP JUST AT 60.6%, AND THIS MIGHT BE QUESTION, 'CAUSE 1.46 MILLION OF THAT IS PART OF THE PUBLIC BENEFIT IS JUST FOR RESIDENT SERVICES. YEAH. SERVICES. SO WHILE WE'RE SAVING IS 13.3 MILLION, AND THEN WE GET THE GROUND LEASE FEE THAT PRESUMABLY WOULD GO TOWARD A PUBLIC BENEFIT IN THE FUTURE, WHEREVER WE INVEST INTO IT, I'M NOT QUITE SURE WHAT THE REST OF THE SERVICES IS. AND WITHOUT THAT, PROBABLY LOW 60% OF THE PUBLIC, UH, UH, BENEFIT. UM, SO I'M NOT INCLINED TO SUPPORT THIS ONE. CHRIS, DO WE HAVE INFORMATION ON THE TIFF? OH, OH PIG. IS IT A PIN? YEAH, IT'S PIN TIFF, LIKE SO HOW MUCH LONGER WOULD IT HAVE HAD? I DON'T KNOW. THE P COMES UP RENEWAL, RIGHT? SO RENEWED. YOU ANSWER ON ONE. YEAH, JUST RENEWED THEIR, BECAUSE WE WERE TALKING WITH UPTOWN, WE WERE BEHIND THEM RENEWAL AND I DON'T KNOW THEIR PERCENTAGE SHOULD, DOES ANYBODY KNOW? UH, THAT'S THE QUESTION. WELL, SO THOSE MONIES WOULD CEASE BEING PAID IN, RIGHT? BECAUSE RIGHT NOW THEY'RE AUTHORIZED UNTIL 2028, THEIR SERVICE PLAN. SO IN [01:15:01] 2028, THE TAX BENEFIT WOULD'VE GONE AWAY ANYWAY. THIS WILL COME UP AGAIN FOR RENEWAL IN 2020. YEAH, THESE TYPICALLY GO ON, THEY TYPICALLY GET RENEWED. SO IT SAID, AND I'M JUST TRYING TO PULL UP WHAT THIS SEARCH SHOULD WE HAVE SEAN, SEAN WENT TO, YEAH. YEAH. SO WE, WE JUST, NATE AND I JUST PULLED THE DOCUMENT. IT GOES TO DECEMBER, UM, 2025. IT'S BASED ON THE DOCUMENT THAT WE'RE LOOKING AT. BUT I THINK, YOU KNOW, TO RICK MOORE'S POINT, THE NOT SAY EFFECT GOES TO 2025 WOULD LIKELY GET RE MAYBE, I, I THINK THAT EVERYBODY'S PERCEPTION IS THAT WILL CONTINUE TO BE, IT'LL BE RENEWED AGAIN. AND THERE CURRENTLY LOOKS LIKE THE ASSESSMENT RATE FOR THAT BID IS 12 CENTS PER HUNDRED . THAT'S, I THINK THAT'S WHAT YOU'RE RIGHT. SOUNDS LIKE I MIGHT BE DOING, I DON'T WANNA PULL MYSELF TO THE MATH. IT SOUNDS LIKE A HUNDRED THOUSAND MORE OR LESS A YEAR. THAT WOULD BE CONTRIBUTED TO BEN. THE, THE ONLY THING I WOULD ADD TO THAT, UM, IS, YOU KNOW, WE, AS PART OF THE, THE 60% TEST, UM, AND AGAIN, I I WANNA SAY THAT, YOU KNOW, WE, DOES A A GREAT JOB. SO, UM, IF YOU LOOK AT LIKE THE MARKET STUDY THAT, THAT WE'VE DONE AND HAVE TO SHARE WITH THIS CLERK, UH, THE MARKET GRANTS FROM THE COMPETITIVE STAT, UM, ARE MUCH HIGHER THAN THE IN PLACE RENTS. SO, UM, EVEN BASED ON WHAT WE ORIGINALLY DID, UH, WE DID OUR, OUR, OUR INITIAL ANALYSIS AND WE'RE SHOWING 16 8%, IT'S ACTUALLY COMING OUT TO CLOSE TO 22%. UM, AND THAT'S JUST A FUNCTION OF, BECAUSE THIS PROPERTY IS A LEASE UP, THEY HAVEN'T, THEY HAVEN'T PUT RENTS. SO YOU'VE SEEN MARKET RENTS IN THAT, IN THAT MARKET, UM, JUMP CONSIDERABLY. UM, AND SO I WOULD SAY THAT THAT'S NOT CAPTURED IN THE PUBLIC BENEFIT TEST. THE OTHER THING I'D SAY TOO, UM, IS THAT, AND THIS BOARD'S AWARE OF, IT SOUNDED LIKE THEY, YOU KNOW, WE'RE, WE'RE GETTING THIS ASSET, UM, AND, UH, AT A REALLY GOOD PRICE RELATIVE TO, TO OTHER PROJECTS, UM, THAT HAVE COME BEFORE THIS BOARD. UM, AND I THINK PART OF THAT MEANS THAT, YOU KNOW, THAT THE EXECUTION, THE ABILITY TO EXECUTE ON ASSETS, YOU KNOW, I THINK THE BOARD WE'RE MINDFUL WE DON'T WANNA BRING ANY PROJECTS TO THIS BOARD THAT, UH, SO WE'RE NOT ABLE TO, TO EXECUTE ON. UM, AND WE KNOW THAT THIS IS A PROJECT THAT, UM, YOU KNOW, PROVE TODAY WE CAN CLOSE, UH, END OF THE YEAR, UM, AND WE'LL HELP THE RESIDENTS OF, OF DALLAS. UM, AND YOU KNOW, WE'RE, YOU KNOW, ALBEIT WE HAD TWO RESETS, BUT WE'RE TWO FOR TWO WITH THIS BOARD. AND I CAN TELL YOU THAT, YOU KNOW, FOR TODAY WE, WE FREE CAN YOU ADD A LITTLE GRANULARITY TO SOCIAL SERVICES THAT I THINK SOMEBODY WAS ASKING ABOUT A LITTLE DETAIL? YEAH. UH, SO OUR PARTNERS, UM, EQUAL DRAFTING MANAGEMENT, UM, OUR SAME PARTNER THAT, UH, THAT WE, THAT WE HAVE WITH DOMAIN AND ACCESS KESSLER PARK. UM, AND, UM, AND HAPPY TO, I THINK MOST OF YOU'VE BEEN TO DOMAIN, UM, WE WERE ACTUALLY GONNA BE DOING AN OPEN HOUSE FOR ACCESS KESSLEY PARK. UM, BUT ONE OF THE THINGS THAT, UM, ESPECIALLY THIS, THIS MIDDLE INCOME DEMOGRAPHIC, THE, THE BIG KEY DRIVER OF SERVICES THAT WE'VE SEEN IS MENTAL HEALTH AND WELLNESS. UM, AND, AND THAT'S JUST A FUNCTION OF THE DEMOGRAPHIC, THE DEEPER TIERS OF AFFORDABILITY. YOU KNOW, YOU'RE DOING MORE DEEPER SERVICES. UM, BUT SO THAT MEANS RESIDENT ENGAGEMENT, THAT MEANS AFTERSCHOOL PROGRAMS, UM, AND IT'S, IT'S REALLY ENGAGING THE TENANTS. UM, AND WHAT WE REALLY PRIDE OURSELVES ON IS, IS CREATING COMMUNITIES. UM, BECAUSE IF YOU CAN IMAGINE IF THEY'RE A SINGLE MOTHER, UM, THAT'S LOOKING TO RAISE CHILD, UM, YOU KNOW, A BIG COMPONENT OF THAT IS DOING THAT IN A, IN A COMMUNITY. UM, AND SO, UM, A LOT OF WHAT WE DO IS BASED ON REALLY GETTING ENGAGEMENT FROM OUR, FROM OUR TENANTS, UM, AND PEOPLE, UM, YOU SEE, UM, THEY DO A GREAT JOB WITH THAT. AND SO WHAT WE'RE ROLLING OUT, WHAT, WHAT WE WOULD BE ROLLING OUT HERE WITH THE AMOUNT, WHAT WE FOUND ACCESS INTO, WE'RE SEEING A TREMENDOUS AMOUNT OF SUCCESS. UH, SEAN, ABOUT BALLPARK, HOW MANY KIDS ARE ON THIS PROPERTY? I KNOW THERE'S A LOT OF ONE BEDROOMS. YEAH. UM, ON THIS PROPERTY, I WOULD TELL YOU THAT THERE'S IT'S ACCESS. [01:20:01] ER PARK HAS MORE KIDS THAN THIS ONE SPECIFICALLY TODAY. UM, AND I WOULD TELL YOU BECAUSE THIS IS A, A TRANSITIONING DEMOGRAPHIC, BUT I MEAN, THESE ARE, YOU KNOW, FIRST TIME EMPLOYEES, UM, PEOPLE THAT ARE SAVING TO, TO TRY, UM, AND CREATE THE DOWN PAYMENT FOR PER HOUSE. SO YOU DON'T HAVE AS MANY CHILDREN HERE AS YOU DO ACCESS POST PARK. NOW LOOK, WITH THE 60% A I UNITS THAT, THAT, THAT COULD CHANGE. AND, AND WE DO BELIEVE THAT'LL CHANGE. AND AS I MENTIONED IN MY, MY OPENING REMARKS, YOU KNOW, THAT THERE'S NOT MANY PROJECTS THAT WE CAN MAKE FINANCIALLY FEASIBLE IN THIS PROGRAM THAT HAVE 20% OF THE UNITS. IT'S 60. UM, AND SO THE MISSION OF THIS BOARD IS TO CREATE 60% A MI UNITS. THIS IS ONE OF THE FEW ASSETS IN CANADA, BUT WE'VE LOOKED AT A LOT, UM, THAT, THAT WE CAN MAKE IT FINANCIALLY FEASIBLE. UM, AND THAT TO US WAS REALLY KIND OF THE LEADING, UM, PUBLIC BENEFIT IN ADDITION TO THE 60% THAT IT DOES GIVE ME SOME COMFORT THAT THERE AREN'T A LOT OF KIDS HERE, AND THAT IF WE'RE TAKING IT OFF, THAT'S LESS OF AN IMPACT TO THE SCHOOL AND THAT WE'RE NOT PUTTING A LOT OF KIDS INTO THE SCHOOL SYSTEM THAT WE'RE NOT FUNDING. AND, AND THAT'S THE NATURE OF THE NEIGHBORHOOD, RIGHT? I MEAN THAT IT'S, UM, KNOW, DEVELOPMENT DISTRICT, IT'S, LOOK AT THOSE PROPERTIES IN GENERAL. THEY'RE NOT . UH, I, I DO, I GUESS ONE MORE COMMENT FOR THE KIND OF THE BOARD AS A WHOLE. I KNOW I'M THE ONE WHO WANTED TO MOVE OUR PIPELINE CONVERSATION, BUT I THINK WE DO NEED TO HAVE THAT CONVERSATION AT OUR NEXT BOARD MEETING. AGAIN, MAPPING OUT WHERE EVERYTHING IS, THIS SEEMS LIKE A GOOD ASSET AND IT'S, IT'S NOT A FAMILY DEMOGRAPHIC. IT'S CERTAINLY THAT IP DEMOGRAPHIC, WHICH WE DON'T REALLY HAVE MUCH IN OUR PORTFOLIO THAT COVERS THAT, BUT IT IS ACROSS THE STREET FROM THE GILBERT AND ABOUT WHAT, A MILE AWAY FROM THE JEFFERSON. BUT WE DO GET 60 WITH THIS ONE. SO I, I THINK IT'S CERTAINLY WORTH HAVING THAT CONVERSATION AT AN UPCOMING, MAYBE NOT THE INDUCEMENT MEETING, UM, ABOUT WHERE THE GEOGRAPHIES ARE OF THIS, BUT, SO KAREN, DO YOU RECALL, UH, HOW MANY UNITS IN THE GABRA ARE AFFORDABLE? I DON'T THINK IT'S THAT MANY, RIGHT? THE GALL BREAK IS THE MAJORITY AFFORDABLE? OH, IT DOES. IT'S A 9% TAX CREDIT DEAL. OH, OKAY. IT'S VERY BOARD. THEY GOT BIG $8 MILLION FROM THE CITY. YOU SAID? PRETTY WELL OCCUPIED. YEAH. VERY WELL. AND JUST ONE QUICK COMMENT BECAUSE YOU MENTIONED, UH, KIND OF CONSISTENCY WITH THE BOARD AND YOU KNOW, TWO, TWO VERSUS THREE FOR THREE, UH, YOU KNOW, WHEN THE DOMAIN DEAL CAME UP, UH, YOU DONE A WONDERFUL JOB MANAGING IT. I WASN'T A HUGE FAN OF THAT DEAL EITHER. UH, BUT IN TERMS OF THE BOARD HAVING ALREADY INDUCED IT AND DONE THE MOU, I FEEL LIKE IT'S FAIR THAT WHEN PEOPLE COME BACK AT THE FINAL STAGE THAT YOU DON'T TRY TO SCRIPT ON THEM. UH, BUT IN TERMS OF PERSONALLY HOW I LOOK AT THESE DEALS, IT'S KIND OF THE SAME THAT I LOOK AT THE DOMAIN. SO, UH, I REMEMBER WHEN WE TALKED ABOUT THE DOMAIN, I WAS KIND OF OPPOSED TO THAT IDEA. YOU KIND OF THREW THAT IDEA. THAT WAS INTERESTING. BUT AT THE TIME WE WERE AT, NO, NO, NO, PLEASE, NO. NOTRE AT THE MU WE ARE AT THE MOU STAGE HERE, RIGHT? SO MAYBE A CONVERSATION WE HAD IS LIKE, LOOK, THE GROUND LEASE IS 200 K HERE. WE JUST CA WE JUST DID BACK THE NAPKIN, UH, THAT THE, UH, HIT WILL LOSE ABOUT A HUNDRED K. SO THE MONEY'S GOOD RIGHT NOW FOR US, WE'VE HAD, WE'VE DONE A FEW, UH, GROUND LEASES. WE'VE GOT 600 K, YOU KNOW, JUST OPERATING ASSETS AND HAVE A TON OF CASH. I THINK AT THIS STAGE I'D BE OPEN TO SAYING, OKAY, LOOK, WE DON'T WANNA MESS WITH, NOW WE GOTTA TALK ABOUT PRECEDENT. IT'S RIGHT PRECEDENT SET AND I SOMETHING, BUT DO WE YEAR MARK, I WAS LIKE, WOULD WE CALL THIS A PILOT? SORT OF, I MEAN A PILOT PAYMENT, PAYMENT LOOP TAXES, PAYMENT LOOP TAXES, A PILOT PAYMENT OF SOME AMOUNT TO THE P BECAUSE THERE'S A DIRECT WHATEVER, YOU KNOW, IT'S, IT'S JUST MORE, YOU'RE RIGHT. IT'S MORE OF A DIRECT, UH, IMPACT OF THAT BUDGET OF THAT PARTICULAR TAX C ENTITY. SOME, SOME AMENDMENT TO THIS MOTION WORKING THROUGH A PILOT PAYMENT TO THE PIT THAT WOULD STILL ROLL INTO THE PUBLIC BENEFIT ANALYSIS BUT GOES TO A PAY. SO NO EFFECT THERE. CORRECT? CORRECT. OKAY. IS THAT SOMETHING THAT'S BOARD WOULD CONSIDER? ARE YOU SAYING AS A, UM, GOING AGAINST OUR GROUND LEASE PAYMENT? YES. REDUCE YOUR GROUND LEASE PAYMENT BY A HUNDRED, SAY A HUNDRED, MOVE THAT OVER TO THE PIT. SO THE OVERALL DOLLARS ARE THE SAME. YOU'RE REALLOCATED. I WANTED TO GIVE SOME INFORMATION WHILE WE'VE BEEN TALKING. I PULLED UP THE CURRENT TAX BILL. WHAT, JUST SO WE HAVE THE REAL DATA HERE. THE PROPERTY IS CURRENTLY ASSESSED AT $60 MILLION AND THE PI PIT ASSESSES THE RATE OF 12 CENTS PER HUNDRED. SO THEY'RE PAYING CURRENTLY 72,000 PER YEAR INTO PI. I PLEAD IT AGAINST THE PURCHASE PRICE. IT'S A GOOD POINT. IT'S NOT, [01:25:01] YEAH. THAT PURCHASE PRICE, IS THAT SOMETHING WE'D WANT TO CONSIDER? IS THAT SOMETHING WE'D CONSIDER? I THINK THAT THAT WILL GO TO THE LARGER CONVERSATION. MM-HMM. , THAT'S WHAT I THINK WE START TALKING ABOUT HOW WE CAN SUPPORT PUBLIC PUBLIC BENEFIT IN THE, AS WE ARE PULLING OR PRODUCING TAXABLE REVENUE TO THE CITY. THAT IS A BROADER CONVERSATION. YEAH. YEAH. AND I THINK THAT, I THINK IT'S SOMETHING WE DEFINITELY NEED TO DISCUSS. IT'S SOMETHING WE NEED TO TALK ABOUT, AND I'M SURE OUR GENERAL MANAGER WOULD LOVE, BUT YOU GET THIS INFORMATION AS WE DISCUSSED THAT. BUT I THINK IT'S A BROADER CONVERSATION, BUT I THINK IT'S START, I THINK WE BE OPEN TO IT AND I THINK WE HAVE THE ABILITY, WE NOT LOCKING IN ANY DECISION TODAY. SO I WOULD THINK, OH, I DON'T KNOW. WOULD YOU BE LOCKING IN A DECISION AS TO WHETHER, I'LL SAY EVEN IF, IF YOU DID IT AS DIRECTOR SUGGESTED WHERE YOU'RE JUST TAKING FROM THE PORTION OF THE DEAL, YOU'RE NOT CHANGING THE DEAL FOR SEAN, CORRECT. RIGHT. CORRECT. CORRECT. IT'S REALLY JUST UP TO YOU GUYS. YOU WANT TO REDUCE YOUR GAINS TO PUT THEM STRAIGHT BACK INTO THAT BID. YOU CAN DO THAT AFTER THE FACT, RIGHT? CORRECT. YEAH. RIGHT. THAT ALMOST GOES ALONG WITH THE CHARITABLE GIVING THAT WE TALKED ABOUT. YES. BUT WHEN WE COME IN, WHEN WE COME IN FOR THOSE DOCUMENTS, BUT MY QUESTION IS HOW MANY YEARS WOULD WE THAT'S DISCRETIONARY. THAT'S MY POINT. I DON'T KNOW IF BUREAU AT THAT POINT WE CAN SAY WE'RE GONNA DO. NO, I MEAN IF ON THIS DEAL, IF WE, IF WE, WE WON'T COMMIT TO THIS. HMM. YOU CAN PROBABLY WORD YOUR DOCUMENTS AS LONG AS THE POSSIBLE. YEAH, EXACTLY. IF IT, IF IT COULD POTENTIALLY EXPIRE NEXT YEAR, THEN WE DON'T WANNA DO THAT. OF COURSE. AND ALSO THE RATE CHANGE CHANGE, ABSOLUTELY. COURSE WE'D HAVE TO THINK THROUGH. WE HAVE JUST DONE A FEW DEALS WHERE WE DID TAKE A LOOK FOR SOME, THEY MAY COME BACK AND SAY, WELL, WHERE'S MARS FOR THAT AS WELL. BUT I DON'T KNOW. LOOK, I LIKE THE DEAL. I THINK IT'S A GOOD DEAL. I AGREE. IS IS THE PIT SPECIAL? I MEAN, AS OPPOSED TO THE SCHOOL DISTRICT? YEAH, WELL THE PIT IS JUST THAT SPECIFIC GEOGRAPHY WHERE IT'S NO, NO. YEAH, UNDERSTOOD. RIGHT. AND IF WE'RE, IF WE'RE MAKING THAT WHOLE OR PARTIALLY WHOLE, DO WE HAVE TO, WE DON'T HAVE TO, BUT YOU KNOW, DO WE CONSIDER, HEY, WE DON'T WANNA TAKE THE SCHOOLS EITHER, RIGHT? THAT'S TRUE. IT IS OUR CONSIDERATION. ARE WE SAYING SPECIFICALLY ON THIS DEAL THAT WE WANT TO REDUCE AND MAKE SURE THAT THOSE FUNDS DON'T ALL SAME AFTER THE FACT THAT WE TAKE SOME OF THE REVENUES THAT WE RECEIVE AND WE ALLOCATE SO WELL, NO, I DON'T THINK, WE CAN'T PUT OUR MONIES INTO THE P NOT SO WE WOULD HAVE TO RE WE WOULD HAVE TO REVAMP THIS DEAL. WE AN AGREEMENT WITH THE P THEY ARE A TAX FREE OR A 5 0 1, 5 0 1 C3, WHICH WE CAN'T CONTRIBUTE TO. I'M NOT ADVOCATE FOR IT, BUT YEAH. COULD MAKE IT CHARITABLE CONTRIBUTIONS UP OR THE DEMENT FOUNDATION IF YOU WANT. AND I THINK IN THE DOWNTOWN DOCUMENT, RIGHT, THERE'S A PROVISION WHERE TAXES EXEMPT PROPERTIES, THE WAY THAT'S STRUCTURED, BECAUSE THERE'S SO MUCH TAX EXEMPT STUFF DOWNTOWN, SOME OF 'EM ACTUALLY PAY INTO THE, IN, IN THAT. IT'S JUST OH, REALLY? YEAH. YEAH. BUT THAT, THAT WAS THE WAY THAT THE P WAS ORIGINALLY ESTABLISHED WHERE THE CITY OF DALLAS AGREED. I THINK ON SOME OF THE OPERATIONS, UM, PAY INTO IT. BUT I THINK THEN GETTING TO, UH, DIRECTOR ROBINSON'S POINT, I THINK WHY THINK WE'RE MORE FOCUSED ON THIS IS BECAUSE THE PIT, THESE PITS COULD BE VERY SMALL, YOU KNOW, SMALL. AND SO IT'S, IT'S GOT LIKE A SIGNIFICANT IMPACT WHERE IF YOU TAKE LIKE DISD, I MEAN DSDS, YOU KNOW'S HUGE. SO IT'S JUST KIND OF LIKE A DROP IN THE BUCKET. BUT HERE YOU GOT LIKE, I, I DON'T, I DON'T HAVE NO IDEA WHAT I MEAN, I WOULD ADD ON THE SCHOOL DISTRICTS AS WELL. IT'S KIND OF A HOOD SYSTEM. SO IT ALL GOES TO BIG BUCKET AT THE STATE LEVEL, RIGHT? YEAH. SO THE DOESN'T ACTUALLY GET ALL THAT MONEY, RIGHT? YEAH. 20% OF IT, HONESTLY. UM, I MEAN I'M OKAY HAVING RESOLUTION WHERE WE EXPLORE THIS, I PROVING THE DEAL. WELL, I DON'T KNOW HOW OUR ATTORNEY AS TO WHAT WE CAN DO TODAY OR WHAT THE, IF WE APPROVE THIS MOU IN ITS FORM RIGHT NOW, WOULD WE HAVE THE ABILITY DURING THE DD PROCESS AND THE FINANCING PROCESS AND PAPERING THE DEAL ON OUT OF THE ABILITY TO DIRECT PORTION OF OUR GROUND LEASE TO PILOT KYLE IF WE SOAP SHOES. SO LONG AS YOU'RE NOT INCREASING THE AMOUNT OF THAT GROUNDING. YEAH, NO, NO, I KNOW. AND YES, I MEAN, LIKE I SAID, YOU CAN TAKE THAT MONEY, DO WHATEVER YOU WANT. I DON'T, OUR DEVELOPER PARTNER WOULD OBJECT IF WE PUT A PROVISION IT'S NOT REMOTELY FEASIBLE THAT WE COULD COME IN IN [01:30:01] THE NEXT BOARD MEETING WITH CLOSING DOCUMENTS. IS THAT POSSIBLE 30 DAYS FROM NOW HAVING EVERYTHING PAPERED UP FOR A BOARD VOTE? NO. I THINK THAT'S BECAUSE YOU GOTTA GO BEFORE COUNCIL. YOU GOTTA VOTE BEFORE SUBCOMMITTEE, RIGHT? YEAH. OKAY. SO, SO IS THIS, I LOOK, I THINK AT THE DAY THIS IS A STRATEGIC CONVERSATION. I THINK THAT'S WHAT WE'RE ALL SAYING. IT'S A BIG CONVERSATION. NOW, SEPARATE OF THIS PARTICULAR ME YOU'RE CORRECT. YES. MAYBE WE HAVE TO HAVE SOME LEVEL OF MEETING ABOUT THIS DURING THIS TIME OF DO WE DO THIS? WE NOT, BUT IT'S A CONVERSATION WE'RE GONNA HAVE EVERY TIME, WHICH IS WHY FOR CORRECT. IT'S LIKE IT DOESN'T, I'M NOT SURE IF THAT M YOU HAVE, THIS IS WHAT HAPPENED LAST TIME AND I STILL FEEL THE SAME WAY. RIGHT. AND WE HADN'T MOVED, WHICH NO ONE'S FAULT EXCEPT THAT HE'S IN WORK FOR US. AND I GET THAT, BUT I THINK IT'S PROBABLY TIME FOR ANOTHER. ABSOLUTELY. WHAT WOULD BE QUESTION? I MEAN, AT THE END OF THE DAY, I'M GONNA VOTE FOR THAT. I MEAN, I UNDERSTAND THE CONCERN AND I'M, I'M ACTUALLY PRETTY SENSITIVE TO I DO WANT TO DO THIS DEAL. I'M GONNA SAY YES, BUT IT'S ONE OF THOSE THINGS. HERE'S WHAT WELL, SO FOR THE MOTION THOUGH, UM, DO WE WANNA MAKE REFERENCE IN THE MOTION TO THIS POSSIBILITY? I DIDN'T THINK. I DON'T THINK SO. YOU DON'T? NO. OKAY. I DON'T THINK WE CAN. OKAY. IT'S JUST ALLOCATION OF OUR RESOURCE. 'CAUSE THE RESOLUTION IS TO ADOPT, APPROVE THE MEMORANDUM OF UNDERSTANDING. CORRECT. WHICH DOES NOT IMPACT HOW WE CHOOSE TO ALLOCATE OUR RESOURCES. YEAH. OKAY. YEAH. IT DOESN'T, TIM'S SAYING THAT'S OKAY. YES. OKAY. IT MUST BE A CONNECTION OF CLOSING. LIKE YOU GUYS CAN APPROVE THIS, THEN SAY A MONTH OR TWO LATER, WE CAN HAVE A STRATEGY MEETING WITH THE BOARD MEMBERS. THAT'LL BE A SPECIAL MEETING OPEN TO THE PUBLIC BEFORE IT IS. YOU GUYS CAN DECIDE, YOU KNOW, WHAT'S, WHAT'S THE STRATEGY, WHAT DO, WHAT DO YOU WANT TO DO IN THESE CASES. UM, AND THEN CRAFT AN AGREEMENT, YOU KNOW, YOU CAN APPROACH THE BID, WHICH I'M SURE THEY'LL BE THAT'S FINE WITH ACCEPTING . , . OKAY. ALL RIGHT. THEN I'LL CALL THE QUESTION. I THINK THAT'S WRITTEN. OKAY. AND WE HAVE THE MOTION IS ON THE FLOOR. SO I'M GONNA JUST GO DOWN THE LIST. DIRECTOR ALLEN. OKAY, GREAT. UH, DIRECTOR COLLINS. SHE'S STILL APPROVED. , WHAT WAS THAT? SHE SAID APPROVED. OKAY, THANK YOU. SHE'S BARELY STILL HERE. I'VE GOT A THREE O'CLOCK, BUT YES, I DO APPROVE . OKAY. DIRECTOR HEON. DIRECTOR HEON. STILL THERE? MAYBE NONE. VICE PRESIDENT GARCIA IN FAVOR? DIRECTOR ELLIS IN FAVOR? I'M IN FAVOR. DIRECTOR ROBINSON? NO. UM, DIRECTOR MOORE. OPPOSED? UM, SECRETARY PAGE SUPPORT DIRECTOR'S? EIGHT IN FAVOR. SO WAIT, ARE WE, I GUESS WE'RE OKAY, RIGHT? ONE, TWO, YES. SEVEN TO TWO, RIGHT. OKAY. MOTION PASSES. I APOLOGIZE FOR THE LENGTH OF THE MEETING TO EVERYONE, BUT YEAH. OKAY. BYE. ALL RIGHT. MEETING ISN'T DURING AT 2 53. * This transcript was created by voice-to-text technology. The transcript has not been edited for errors or omissions, it is for reference only and is not the official minutes of the meeting.