Call the meeting of the March IDB to order.

Confirmation of meeting advertisement, and we have a quorum present.

Thank you all for that.

And before we get into the minutes and everything, I want to introduce David Hudson.

It's his first meeting, newest member of the board here.

So welcome, David.

I'll allow you a few minutes to introduce yourself.

So glad to be here and looking forward to serving with you all.

Thank you.

Thank you again.

Welcome.

Next, we'll move into the approval of our minutes from the February meeting.

All those in favor?

Next, I'll move into anybody looking to address the board this morning.

Is there anybody here today to address the board?

Last month I gave an update on our E2I2 project, a status update on the construction of that.

And I have some answers for you today.

I didn't have them in time to get them on the agenda, but I didn't want to wait another month.

I wanted to make sure you knew what we were doing.

So looking at just jobs that were created by the project, there were 39 local hires that the contractor and subcontractors put under this construction job.

But the bigger part of this is the amount of investment that is was made with local vendors, whether it's material supplies, whether it's concrete, steel, things like that, equipment uh rentals and also equipment purchases like pumps and other things.

That tolled over 39 million dollars.

So 39.7 roughly million dollars has been spent with local vendors and equipment uh uh professionals to make sure that this project is getting off the ground.

So that's a pretty significant amount of money.

The uh our other project that we are doing in partnership with the IDB, uh the Class A Power Project will be similar numbers, but we're very early in the design phase on that.

It's kind of too early to tell.

Uh but that project is actually a larger um dollar amount and I and and similar construction.

We're talking about large concrete tanks and pumps and things like that.

So I suspect it's going to be rather similar in nature.

Uh, we'll report on that as soon as we have that information.

Thank you.

Martin tell them that is regeneration of natural gas usage that you're talking about.

Yeah, so the the Class A power projects is where we'll we will be taking the the methane that we already produce with our with our process and actually converting that to electricity.

So that's actually going to reduce our energy consumption, reduce strain on the grid, and reduce our electric bill at the plant.

So operationally, it'll be a reduction in our operational costs going forward, and also providing that stability for the grid in the area as well.

So that's a it's a big project as a big impact, and it actually helps beyond our our fence as well.

So thank you.

You made a presentation to us about that a few years ago, didn't you?

I did, yes.

Yeah.

Thank you.

Thank you.

Madam Chair, members of the board, my name is Helen Burns Sharp, the founder of accountability for taxpayer money.

I'm speaking of a si as a citizen and as someone who has followed Chattanooga's TIFF program during its 14-year history, and as a former community city community development director who worked on four TIFF projects in my career.

I'm not anti-TIF.

The city's TIFF policies have improved over the years.

ATM has developed a short list of amendments we believe are needed to improve them further.

I look forward to working with Sharida and Winston to see if they will become advocates for some of these changes.

Now for a sneak preview, since the Northgate TIFF is on your agenda today, I will briefly refer to it as I make my comments.

Two of the suggested policy changes that we're making is that we believe that by the time something gets to the IDB and to the city council, I don't want to say it's a done deal, but it's fully formed.

And it's very difficult when it gets to this dias, either for the council or for the IDB to really make any changes.

It's sort of on an approval track.

And so to deal with this issue, we feel like we need to make sure that you and the city council get answers to key questions earlier, and that those can be in a staff report that you get when it comes to you.

And some of the questions that we believe need to be asked, need to be asked as part of the negotiation process, and maybe they are, but ask in the negotiation negotiation process and answered so that when you get your staff report, you will see these questions and you'll see answers to these questions.

And these answers go beyond questions like do we all want to see Northgate Mall revitalized?

Yes.

Do we like CVL and proud that a company you know of its stature is based in Chattanooga?

Yes, we agree on that.

But there's some other questions that I think we need to be asking, and maybe we are, but sometimes they don't get mentioned uh in the in the presentations.

So some of these questions are what is the public benefit that justifies taxpayer participation?

And I think in the case of of the North Cape TIFF project that we we can all agree that the city will be the beneficiary of a new sanitary sewer line and much improved stormwater system.

So I would agree, yes, there is uh justification for taxpayer participation.

I think the the then the key question becomes what amount or percentage of public investment is appropriate.

I think the applicants would say 100%, and probably the uh the Hickson Utility District would say 100 percent.

They're getting a new water line paid for by Chattanooga property taxpayers, but their response, I think, when the city approached them is well, it's not in their budget.

So anyway, so I don't want us to be seen as just the deep pockets that we can fund anything, that we need to come up with something that's fair and equitable all the way around.

So in the case of this, and I've mentioned this before, it's not new, are there more appropriate tools and a TIFF for this project?

I had believed that an assessment district where you take the area and you figure out who's going to be benefiting, and we say the city is a beneficiary, and maybe we put in 30% or whatever, and then obviously uh Hickson, whatever the name the applicant has, but the CBL and Mr.

Issa's firm or whatever, they're gonna benefit because if this undeveloped land develops, that will be beneficial to them, and to a lesser degree, maybe those businesses along 153 that are on these utility systems would benefit.

So that's why I had thought an assessment district.

Now, Mr.

Mamantoff's here, and he can explain that uh the what we have in state law doesn't exactly work for this kind of project, and he's probably correct.

I was thinking, well, let's change state law and make it fit something like this, because I think that would be an ideal tool to figure out who specifically benefits and try to apportion benefit based on that.

Okay.

Uh is this project truly dependent on, and these are questions to ask every.

I'm not trying to pick on Northgate, it's just what's before you today.

Is the project truly dependent on TIFF funding?

Would the project happen anyway?

Okay.

Uh the long-term effects on the city's tax base.

Uh is there a redevelopment plan?

A redevelopment plan really needs to happen early on, and and this is kind of a kind of a key thing here where the city council became concerned and had a lot of good discussion about, well, we all want it to be revitalized, but we want it to be mixed use, but really what we're hearing about is an apartment complex is phase one.

I don't think they were anti-apartment complex, that's part of mixed use, that can be an ingredient, but they were wanting Northgate Mall, it will, you know, it needs to evolve, not be what it used to be, but a place that's energetic and active and that draws people in.

So I think they were concerned about well, we don't want this to be to become too residential, uh, thinking apartments could be part of the picture.

And and and they also were concerned that the zoning there now, in the ideal world, the zoning would have been looked at before this, but the zoning there now allows most all commercial units uses, including, let's say, storage buildings.

Well, I don't think that's what anybody envisions, including probably the applicant.

But at the same time, there's nothing really to prohibit that right now.

So it would be nice to have sort of a redevelopment plan on on the front end to find out what they envision this to develop as.

I have no knowledge of these, are the important site features like waterways, hillsides, trees, or historic resources, or are there any of them, and are they being thoughtfully addressed?

So it just seemed to me like if you had answers to questions like that on the front end, and if the council did, that that that might be helpful.

These are not anti-development questions, they're good government questions.

The second thing, and in addition to you're getting more information ahead of time, is I strongly believe the city council needs a clearly defined role in reviewing development agreements before they come to the IDB.

There are really two key things, as you know, in the IDB world, the economic impact statement on the front end, and the development and finance agreement, which you're gonna probably act on today, which is part of the closing.

So that comes kind of at the rear end.

And you may not be aware that the city council never sees the maybe they do, but but I think the the development agreement, I think Mr.

Mamantoff and staff have been working on it for several months since the council discussed it in December, so it probably hasn't been available that often.

I don't mean they would keep it from the council, but but at the same time, when the council makes its decision, the development agreement isn't written.

And ideally, the development agreement might incorporate some of the things the counselors raise in their questions.

And and something happened this time, I hope you're aware of that is for the first time that I can recall, and following this 14 years, the city council had a request of you, and you know, they're the ones who who appoint this body.

They had a request of you of please uh you know, have have have more public involvement, have a public robust public involvement process.

And I and I think that is included in the development agreement.

There's not a lot of specificity, and I'm sure they will.

I mean, they're an honorable company, they say they're gonna do it, and I'm sure they will.

But having you know, I I I had sort of hope there might be some a little bit of specificity in that in terms of I mean, whether it said something like, you know, no more than X percent residential or no storage units or or or what yeah, you know, or something like that.

So anyway, it's very vague in general.

So anyway, I just think that our elected policymakers who spent a lot of time on that, and and I I would like for you all, I wish you had seen the discussion that went on.

I mean, this was at several city council meetings, and they really got into this and had some specific ideas.

I mean, they didn't think they had the answers, but you know, they were they were I mean, we were all after the same end as is CBL after this.

Uh but in any way that what I would envision is something like, you know, because of the state constitution, you the the city council can't approve these.

That's why kind of we have the IDB, but we could put something in place where they do what they do on the economic impact plan where they review it, they ask questions about it, maybe make suggestions, and then they refer it to you with a resolution stating they feel that it's in the best interest of the city.

So that's kind of what I would envision on the development agreement.

And I really don't believe the argument that this is gonna uh unduly uh take up more time.

I mean, it things can work pretty quickly.

You all you know, have regular monthly meetings, you would have a special meeting if necessary, the council meets every week.

So I think sometimes the the idea that, oh, that's that would be a bureaucratic obstacle, that that the that would be another meeting.

I mean, the council's meeting anyway, uh, you know, so sort of keep that in mind.

But anyway, these are things obviously that need to be discussed.

And uh so, and as I said, I'm uh I know the the the CBL thing is is before you now, and uh and uh I wish it well.

I hope it will be uh a good project, but I just believe we need to need to tighten our TIFF policies.

Uh I I think I think we need to make sure.

I mean, CBL is looking out for their shareholders.

We need to be looking out for the public and for our citizens and small businesses and taxpayers.

So that's basically all I'm asking.

And they're doing what they what they should be doing, but can we tighten our process to make sure that we are negotiating when you have a public-private partnership in Chattanooga?

We have a strong private sector, but we need public sector people who are good negotiators so so we can come up with something that's fair all the way around.

Thank you.

Any questions?

I'm sure not.

Thank you, Ms.

Sharp.

Is there anyone else?

Okay, thank you.

Our only resolution today is a resolution of the board of directors of the industrial development board of the city of Chattanooga authorizing the execution and of a development and tax incentive agreement relating to the Northgate mall infrastructure project.

Good morning, Chairwoman and board members.

Great to be before you today.

Winston Brooks, Director of Economic Development.

Also want to thank you for your service, and I appreciate those thoughtful thoughtful comments and the kind of the overview of what this project is about and what this resolution is for, is to approve a negotiated agreement that the City of Chattanooga as well as CB, the Northgate Partners has negotiated, and we think it's a fair agreement.

The um staff recommends approval of the agreement as it provides necessary infrastructure upgrades without putting the city's general fund at risk and acknowledges the community engagement standards requested by the city council.

The proposed development and tax incentive agreement with Hickson Mall LLC regarding the Northgate Mall Infrastructure Project involves the replacement or refurbishment of inadequate private water, sewer, and stormwater systems within the nearly 71.43 acres at the Northgate site.

These improvements are necessary to meet public standards, transfer utility ownership to the appropriate public entities, and facilitate the transformation of the site into a mixed-use development.

And it's also important to notice that this is uh important for this site to be returned to its highest and best use.

But also, let's not forget about the 14 parcels that are on the perimeter of this property that use this uh same system, and so it will maintain those operations without any interruption or the need for an emergency repair if this was not in place.

So a few of the um key dates uh with this uh project, uh so the developer is obligated to design and construct infrastructure improvements consistent with the city of Chattanooga and Hickson Utility District standards.

So the effective date will be 2026 uh pending the passage of the resolution.

The design deadline is 15 months from the effective date agreement, may be terminated prior to the design deadline if the project is determined not to be financially feasible.

Phase one is uh for the completion deadline is December 31st, 2028.

The developer must complete the main line components of the water and sewer improvements by this date, and they have the option to elect subsequent phases and the extent of development beyond this infrastructure completion.

And it's important to note too that this phase one here uh includes those 14 parcels I mentioned a minute ago.

So phase one will take care of getting those different private businesses taken care of and have their their sewer repaired and their water uh infrastructure repaired.

The next uh project completion deadline is for the entire project is to be completed December 31st, 2031.

And then if the developer does not initiate an allocation period by May 1st, 2033, then allocation will automatically commence for the 2033 year.

Moving on to project costs and financing.

So as um we've learned about today, this is using tax increment financing as well as an intergovernmental agreement to pay for the infrastructure.

Again, uh just as a um reminder, the approximate cost of replacing these lines was about 10.3 million dollars, and that uh is continuing to go up just when the nature of uh inflation and uh so the we'll find they'll figure out the the the final cost when the final design is complete.

Um it's important to think remember that uh this um assistance is only going to that infrastructure.

So it's uh a little different than a lot of projects that we look at, and so again, it's a very conservative project in our estimate.

The uh eligible cost will fund only those certified costs which are incurred by the developer for the construction of the infrastructure.

It will be a reimbursement method, and the IDB will reimburse the developer annually on May 1st from the tax increment fund.

And then the maximum debt obligation is $8.7 million plus interest.

The fiscal impact and the agreement is structured to protect the city's financial interests while facilitating the redevelopment.

And the city will retain its base from the property tax there.

There's also um uh base um that will be retained from the sales tax.

We'll be um also receiving the IDB will receive a two and a half percent uh fee um from the tax increment uh financing to cover our administrative expenses.

And then this is non-recourse liability, and the financing is non-recourse to the IDB in the city.

Liability is strictly limited to the taxpayer increment to the tax increment payments and sales tax contributions generated by the project area.

The city is not required to guarantee the debt.

And then um one of the other important features is that the uh agreement recognizes the city council's resolution from January 2nd, 2026.

So per their direction, this agreement includes specific requests to ensure the original development aligns with community vision.

City council um has asked that the agreement be incorporated, and it is incorporated into the development agreement and the resolution urging a robust community engagement process, which the developer has agreed to start shortly after the agreement, the development agreement is passed, and it will balance the public needs with commercial viability, and the goal is to transform the area into a walkable town center as has been envisioned in previous planning documents as well as community engagement that has happened during this TIFF process.

And with that, I'll um turn it back over to the board for any questions.

I'll I'll start with just a procedural one.

Um I just looked up January 2nd because I couldn't the resolution isn't attached here, and I've been trying to find it.

Um January 2nd is a Friday, so that date has to be wrong.

And I'm guessing in terms of when was it January 6th, the next one it might have been?

I I apologize that the date may be wrong.

It's in the um it's in the development agreement, and I'll um refer to it in just a moment.

Mr.

Brooks, um, I don't recall, and I don't know that we as a board see the application that these businesses submit to you guys initially, but I had a couple of questions.

Number one, did Hickson Mall LLC disclose their bankruptcy from six years ago.

You know, I I don't know that the uh the disclosure is in there specifically.

There was um a very large financial section that had to disclose the last uh several years, so it might not have gone back to six years previously.

So again, I don't know the specific answer to that question.

It was CPL questions they might want to address it.

I yeah.

No, uh I'm sorry.

You want me to try to answer that?

Great to see all you eyes, Mark Mammentoff, Asperian Sims.

Um I don't think our application form goes back back far on bankruptcies.

We well knew about CBL's bankruptcy from the the period of time when they declared bankruptcy, had to rework their whole whole portfolio.

So that that was well known to us in terms of of that.

And uh so it no, it was not a surprise, it was not something they they tried to hide.

Okay, and and that was just unclear.

I know that's I assume related to COVID given the time frame we're looking at and all.

And I I just want to make sure when businesses come before us like this that there is the proper disclosure if required, and I knew the city, Therida and Winston, those folks had done their homework.

I I just wanted to know how what you've told us.

Yeah, and we added that question, also the do you have any felonies kind of question, all that to the application form to make sure we're dealing with honorable people.

I I just don't think it went back quite as far as that.

We have a date in the application form.

You know, just I'm sorry if you don't mind me commenting a little bit.

I uh this is an interesting one because we started this whole process by first going to city council to say, do you want to waive some of the aspects of this policy, including how much the city withholds the term, um things like that.

You know, so we started this is probably one of the longest ones I've worked on because we started first by going saying, do you even want to consider this and waive some of the things?

So we started there, discussed the public benefits of it.

I I'm really glad to address each of Helen's points.

They're excellent points.

She's always so articulate comes to do I can assure you that Chattanooga has the most rigorous, thoughtful TIFF pilot process of any jurisdiction in the state of Tennessee now.

I I I work almost everywhere in the state.

I can tell you guys are doing a great job, very thorough, and it's largely due to Helen.

She has done a super job pushing best practices in the state.

And so I'm not one of but I'm glad to address these things because we really did address every single one of these things as we went through this process.

I don't want you all to think that we are doing this, because uh and I'm all totally on your side.

I have nothing to do with the developer.

They hate me, actually.

I mean, they're there I've been negotiating with them.

Thinking it's hard, and I see we have Councilmember Davis here, you know, we and I'm so sorry, we sent around the one with the exhibits.

We were working on where that's actually the water lines when it is January 6th, by the way.

You're absolutely right.

And so um it that resolution was great.

I mean, it sort of gave us like direction that they asked us, and it's really a it wasn't you know, they can't commit.

I mean, I stood in front of City Council, I think I stood in front of you.

I'll say, look, I don't know what this redevelopment is gonna look like because we just don't know.

They've got it, they're gonna build what makes economic sense, but they really committed to an extensive public participation process to try to gather what the community wants here, and will it be perfect?

I don't know, but if they don't fix the sewer and water lines, it won't be developed.

You know, they really don't have any motivation to develop it.

Their real motivation would be what I've seen in so many dead malls across our state, which is oh well, I'm just gonna flip the mall, give it to somebody who's a bottom feeder and let it let the roof fall down and eventually we're gonna end up with uh so we're trying to be proactive here to try to help them basically turn a enclosed mall into long term into something's better for the community, and that's really the public purpose behind this particular TIF.

And and I really have you know, it's amazing how many dead malls we've seen across the state.

They're really, you know, in markets this size, uh you're just really gonna be left with one large enclosed mall, and we're trying to be proactive at the city level, who's our you know, our client, and and and to try to uh help not let that it devolve devolve into a worse situation.

But I'm glad to address any of these points that Helen raised if that's helpful or to answer any questions because I did spend a lot of time drafting it, and it it's probably not a perfect agreement, but we tried to embody what city council was looking for.

Mr.

Mammotov, did you think it's practical for um the agreement itself to go back in front of the city council as Ms.

Sharp has suggested?

Is that is it practical?

Yes, it you know, and I'm when I'm uh it's a policy decision.

I mean, I do not see that anywhere else in the state because it is so time consuming.

We went in front of City Council three or four times on this particular transaction to bring it back again.

It is not a requirement of state law.

It is something I know Helen has pointed out a number of times to me, and it's a valid point.

It's a policy issue.

The city council did not ask us to bring it back to them, and they certainly had every opportunity to do that, and they asked me a zillion great questions of what it was gonna look like, but never said, hey, bring this back to us.

They could have, and they did not do that.

Um do I think it I mean your process here is so rigorous already to add that is yet another step.

I mean, it becomes almost like uh to developers, is this worth it?

Sort of thing.

And this is the body that's this is what you guys do.

This is your you know, you know, you're the ones that are like in the weeds on these sort of development agreements and pilots.

We don't take pilot agreements back to the to city council either, because you know you guys have the experience and the knowledge.

Could it be done?

Yes.

Is it legal?

Sure, and was it practical?

I just think it would add yet another step to what's already a very lengthy process.

Um, so I've I was gonna ask a question.

Well, and maybe propose a couple of minor amendments that are like just structural.

That first one is so if everybody wants to look at section four, is it number four?

Yeah.

Page five.

Page five.

Um so that January 2nd, definitely January 6th.

I did find a copy of the resolution and read it.

It's pretty short, but it seems very specific on the things they wanted CBL to consider, which they have included in this paragraph as things that they will consider.

But I'm so sorry about that typo.

That's the same.

No, that's okay.

Well, there's one more typo.

Yes.

Which is uh a little more like three-fourths of the way down where public is misspelled and may want to be spelled correctly.

Um but I I mean, I'll say kind of generally this paragraph at least gave me a little bit more um comfort in the specifics on what a public process would look like.

I would like to encourage folks entering into this agreement to let us know of when these public meetings are because I think it's important for us to be able to attend if we can, or to at least like kind of monitor people that do attend and and be engaged in that process.

So for for me, it's more of an execution thing.

It looks like on paper there are things put into place that are doing what we want them to do.

And I guess the other comment I'll make is that I think there's some representatives from the city um here, and I you know didn't make a public comment, but I'm assuming that if they they are engaged in different levels of the process and and would probably make a comment if they had some concerns.

I that's the way that I kind of see it.

Um but otherwise, I mean, I think the agreement itself has some specifics and seems to acknowledge that resolution, and so um I with those edits would would likely support kind of where we're going with this.

Madam Chairwall, if if I may follow up, um Mr.

Mammotov, what what I would like to ask the city, Mr.

Brooks, Ms.

Allen, whomever to consider is whether we should relative to bankruptcies go back farther with these businesses if we're not encompassing a six-year-old bankruptcy.

Again, this goes back, I think, pretty clearly to COVID.

I think it's understandable and what have you, but when we're talking about the millions and millions of dollars that come before this board on these types of projects, whether it's TIFFs or pilots, I think we deserve to know their financial background more than maybe five years or so.

So please, Ms.

Allen, consider that and and pass that along.

Absolutely.

And and just so this board is aware, part of the application process, we did ask um Hicks and Mall LLC to disclose that.

So that is that that bankruptcy that was related to CBL, which is a larger entity, is disclosed in their application, and that was also reviewed during the application review committee process.

So again, we you know, absent sort of our attorney saying, you know, there's a there's not a look back.

We knew that that was a case, and we did ask them to fully disclose all of that.

So CBL, Hicks and Mall LLC got with their attorneys, and they provided that paragraph in the application to go over exactly what that is, and I'm happy to forward that application to this board.

Oh, that's fine.

Okay.

I did have one other question that was concerned was was concerning, and that is from looking at the Tennessee Secretary of State's information on Hicks and Mall LLC, it indicates that they're not in good standing with the Tennessee Department of Revenue.

Um, can you tell us about that?

I am not aware of that.

Okay.

I can give you a printout from a Tennessee Secretary of State's website here.

I can tell you I called, I emailed the Secretary of State, they said they couldn't provide any more information.

I call the Tennessee Department of Revenue, and they wouldn't provide it at least over the phone.

Um so I mean, I'm what you're welcome to have this if you like.

I've given it to I think everybody, but but Nadia over there.

Um I think before we're talking about this kind of funding, we we need to know the Tennessee Department of Revenues um what the reasoning for their listing it is not good.

I mean, does the applicant know?

No.

I no, I mean we'll we'll look into that and come prepared for that question.

So not aware of that.

Um and this might might or might not be humane, but I think when when you look at the sort of structure that the city has um worked with us, regardless, we have to fund all of the upfront improvements before and complete them to the citizenship satisfaction before we'll see a penny of the um city's public dollars back to us.

So you know, I and that doesn't excuse or answer your question, however, um we take all the risk in this sort of situation before we get reimbursed anything.

Um I you know I do think that's different than money being fronted and paid back over time by a developer.

And and I I tend to I I see where you're coming from.

My concern is ultimately if we approve this, it goes forward.

Uh if Hicks and Molly LLC stays in bad standing with Department of Revenue, should our city, should the IDB be against sending money to you that is maybe arguably owed to the state of Tennessee instead.

I and I I don't know what the um what the problem is as we sit here today.

We we'll certainly look into that and um hopefully resolve it as quickly as possible.

That that's not uh a data point that that we had on our radar before we showed up.

Okay.

Terrific.

And I think um our our attorney, TIFF attorney would like to submit but but moving forward as a general rule, when when items when the agenda is published to the industrial development board, historically what happens is as you're reviewing those items, if you have any questions or any issues, that's rich just respond via email and staff will come to the board prepared to answer those questions.

So moving forward, if you have any issues that come up, even if it's on the weekend since our meetings are held on Mondays, historically what has happened is we spend the weekend getting answers to those questions so that we're able to answer them in real time here at the meetings so that you're able to move forward with the items.

And I'll have Mark Mamintoff respond.

I was gonna add was that as being the good attorney that is um when we close this kind of transaction, I always pull good standings and charters and stuff right before we close so that we make sure there's a rep and warranty in here that they're in good standing in the state, so they would have been violating that rep and warranty if they had not fixed it by the time we closed.

And so my experience with that sort of thing is that often there's a dollar, it's a usually a v excise or franchise tax issue that they failed to file or fail that it may not even owe anything, it's just a filing issue.

I'm not saying that's the case, but I do see that a lot with these real estate LLCs.

But I do want you to know that that's our practice that we would not have closed this until we do that sort of due diligence.

But I don't normally do it until I'm right at closing and I'm getting the freshest closing certificates and the we'll we'll order again their organizational documents and get a good standing at the time to make sure that they have.

But now that you pointed out and thank you very much, um I'm sure they will correct it.

And if there's a I will personally follow up with you and let you know what these are.

No, that's that's fine.

Yeah.

I I just think I mean, from the standpoint of uh of practice on these these tight matters, that's something that really needs to be checked on the front end, I think before we go through the city council, the IDB, all the the mayor's staff, you we go through this process.

We need to make sure those basics, I think are are up front, and I I hear what you're saying in some of the.

And I've got to run those earlier.

I just always like to like a good real estate closing.

I always try to ru always do a little transcript, make sure everybody's in good standing and things like that, right?

I just I just I didn't want to get the situation.

I knew you were you were on top of it, of course.

I didn't want it to be a situation where we were asked down the road to send a million-dollar check to a business that owned money to the state of Tennessee.

I I knew there's an explanation for it, but we need to know that kind of things up front, I think, and have that kind of issue resolved.

And so and I think uh, and I didn't do negotiate this because of their prior bankers' fund, but do your point is and even you in John's point is a good one, is that this kind of transaction is really important that we do what we did is not let public funds go out of the dollar as a construction financing sort of thing, is by making sure that that they only get paid once they finish this the main trunk line and all the services to the existing businesses so that nobody can get left out in the cold.

They don't see any dollars until that's done.

And so, you know, irrespective of their financial history, whether who if this was um you know um Amazon or somebody, I would still suggest that that's what we need to be doing is not let public dollars go out the door until we we know we're getting what we paid for.

Do you feel like that's not a reason to approve or that is a reason to not approve this at this time since their current standing isn't it?

I think given Mr.

Mamintov's represent representations and knowing the community partner that CBL and and all has been, I think we ought to be okay to move forward.

Um and in fact, I'll go ahead and make the motion that we we approve the resolution with the understanding that Mr.

Mamitov is gonna help us out in the city and and look into that and make sure that kind of detail uh is resolved.

So I think there's a built-in you know stop yeah, okay.

So I make that motion.

And also with the corrections that we noted today as well.

Yes, but I I think I want to move to allow for any more public comment for a couple of minutes, just in case there's anyone else in the audience that wants to speak to the board.

I probably didn't pop up at the right time earlier.

You're getting closer and closer.

So I thought you might want to.

So Jeff Davis, City Council, um, district three, uh, where the the project y'all are talking about is going to be located in.

Um I'm really just here today.

I was here for a meeting earlier, and I I don't often get to attend the the boards of uh the meetings of our different city boards.

So wanted to pop in and and just watch and and observe.

Uh, but obviously I've been involved in this project.

Um and uh to your point, I I certainly uh not here for any uh to to object to anything about it.

Um I I think the city staff and CBL, Mr.

Mammontoff, everybody that's been involved was very cooperative and helpful with city council um through our process.

Um and I I did watch along with you all online to some of your meetings, and it seemed like that process went well also.

Um as far as the public engagement process going forward, um that's something I'll certainly keep you all aware of.

That'll probably come in the context of kind of quarterly town hall meetings that I have in the district.

Um and CBL has been great to attend those uh last year, and they've committed to to continuing to do that.

So yeah, that's that's all I I wanted to say.

I didn't want it to be weird, me being here and not saying anything.

So um certainly uh appreciate this project and um and am in favor of it and continue to be.

So thank you.

Just wanted to thank Councilman Davis, thank the board, and also um to directly respond to your other comments.

Um we will certainly keep IDB um informed of when our meetings are.

We will keep Councilman Davis informed and all of the uh the the city and for we know we we we want this to be a robust and transparent process.

So we'll you know you've got CBL's commitment to do what you asked for, um, and that was our intention um with the way the document is drafted.

So appreciate your comments.

Thank you.

And I apologize.

Will you identify I didn't get it?

All right, John Michelle, CBL properties.

And I would like to know why they're not in good standing at some point.

So if CBL could send someone to that would know that answer, that would be good for us to know in the future.

I mean, we the only somebody can email us.

You know, we could always, I guess, in the in the resolution put the condition that that gets resolved before the paperwork or is signed.

So certainly I would be amenable to that kind of uh amendment to my motion.

And second, yeah.

I'd like to know within by the end of this week.

Okay.

What the reason is for not being in good standing with the Tennessee Department of Revenue.

Right.

Mark, I was wanting to just make sure you could confirm a couple of things for them on here.

Uh we've we've heard the term bankruptcy.

Is there an 11 or a seven or anything in uh business at this point in time?

To this business, yes.

No, no, that's not the entity itself ever declared bankruptcy.

It's the parent entity, the primary if you look at the that's the it's this upper tier CBL entity, yeah.

Okay.

And that that entity is not on this agreement here for the development agreement, it's only Hicks and Mall LLC, correct?

That's correct.

But I mean, we've got a it is a CBL entity, and I think they would widely recognize and I think it's Jimmy said, I think obviously they were affected um in their business by changes in market conditions.

But yes, there's nothing, they are certainly not in any sort of and again, there are reps and warranties to that effect in the document.

And I unless the Department of Revenue won't answer them, we definitely I think we ought to be able to give you a follow-up e bell about tomorrow and tell you what's going on.

I would hope someone there knows an either not in good standing already.

Well, and and let me let me just say for the record, um, Hickson, according to Southern District of Texas, his Hicks and Mall LLC was included on their bankruptcy as an associated case.

And is it an 11 or a seven okay and is it still in business or still in operation no the case closed and that's why I've ordered my questions away they had the case closed uh um 22.

Yes so it's been closed and but Hickson mall wasn't a part of it as were a whole bunch of CBL uh subordinates okay sorry I might have misunderstood John when I was asking that question I think yes I just just wanted to make sure in this record today that there is no pending chapter 11 or 7 involving Hicks and Mall LLC correct according to the Southern District of Texas it's closed case is closed.

All right well good uh beyond all that uh what information can you provide here at the state of Tennessee uh why they do have a reference and not in good standing can you get that information to us uh here at this body by the end of the week I I'm confident that I there's times when the Department of Revenue is like a morass you can't get a straight answer from them.

They're sometimes even wrong that you're actually they just overlooked a filing and things so I'm hoping that's not the case but I'm confident that we'll we'll definitely we'll get you an update probably by tomorrow as to what's going on if there's some issue that we can't I will if the board isn't mine I'll just email the entire board and just let you all know what's going on but I can't imagine we won't be able to figure that out.

So is there any problem with adding that as a condition to the resolution that's not at all the past it's as I mentioned it's in the document I can't let them sign it because it would be untrue until we get this resolved.

Okay.

So what I'm understanding is we are there's a motion and a second to approve this resolution with the amendment that one corrections are going to be made to dates and things like that and two we are going to be um receive confirmation that Hicks them all LLC is in good standing with the Department of Revenue before correct by the end of this week.

By the end of this week okay so that is the motion all those in favor aye aye any opposed okay that motion passes thank you okay is there any other discussion items from anyone on the board today Madam Chair I wanted to just inquire maybe with uh Mr.

Noblet here um perhaps when when we may expect an update on the current TIFFs and pilots as far as um being in compliance with either jobs created or amounts of funding that's been spent uh that those that we have awarded um these dollars to that they are currently in compliance just I'm not sure if we have a date set to receive updates uh from where things are we normally have to do a report to the state on the TIFFs here um and and pilots by by a certain time I think it's only on the TIFFs correct on here that's correct so typically the staff will provide an annual report uh right around the time of June as we get to the end of the fiscal year so typically what happens is active TIFFs are required to report by October 1 each year to the state from there we have through the end of the year to compare what they've submitted to the state with what we're tracking pilots are required to report by the end of December 31st and then they report to the chamber the chamber gets our us a report the end of February 1st of March each year we then spend roughly two weeks validating the job creation with the State Department of Labor and then that puts us in April and so typically May June is when we do an annual report we do it both for and that's a in presentation format and written we do it for both the IBB and the city council typically the first the the June meeting if that's held we'll do that in June.

Great thank you and so that will be both pilots and TIFFs at the same time madam chair I've got one item as well I'm sorry what do you got an item as well okay um a question I guess probably for for the attorney yes can we also get an update about the bend um and the substantial change in ownership and how that does or doesn't impact um the TIFF the for the bend you know the it's a pretty substantial change in ownership from equity investors to debt investors and I don't know how that would impact anything.

Bill do you want me to take that one or would you like to take that one since you've had the communication maybe talk a little bit about that first and then we can discuss.

Um but I didn't do that, but it just it was a public records request.

But you know so far he gave me a partial response, uh just lawyer to lawyer by now.

So we're analyzing that.

I had asked him actually to come here today to brief you all um so that you all could directly ask your questions about the set.

They basically ask if they could uh defer till next month.

And I I know your question was more generic, I think about generally about reporting, but the Ben, you will either April, I hope you all I know you guys are great about attendance, but April or May, you probably will have a report.

They're required to do it under the development agreement, as you probably know.

And uh we're really trying hard to figure out the prior ownership and the current ownership and whether what you just described, you know, whether there was in fact a change of control and from the information that I have to date, I cannot tell you one way or the other.

And so um it is um I'm not saying they've been sneaky, I just it's just a very comp complicated ownership structure.

Uh the CBL ownership structure looks easy compared to what they have, and so it is gonna be uh interesting discussion.

But irrespective of that, they they owe you all an update.

This is is I talked about you are the implementing board and they need to come and provide you all updates.

So I hope that that you all will will sort of give you all plenty of heads up and and that you all will be there and make sure I'll send around an executed copy of the the development agreement so that you all, if you want to refresh your memory of what it requires, we'll have it for you.

I mean, they had a just a quick overview though, if you're interested, is that they have till quite a while still to finish phase one, which they tell us they've essentially finished, and then a year later to finish phase two, then another year to finish phase three.

And it's a it's a infrastructure agreement.

I mean, they're supposed to create the infrastructure for the bend, and then they say they intend to do it and are planning to do it, and and they they've been very courteous to work with.

I'm not complaining, but I I'm just I don't have a straight answer for you yet, but we're gonna get one.

I don't know about Mr.

Goldberg, but I haven't seen your letter.

Would would would you get to read it or ask Mr.

Brooks somebody to send it to us?

One that I sent to them.

Yes, and we don't have to read about the newspaper.

I haven't seen it either.

I was it was in yes.

I I'm more than glad to share that.

It just was we weren't trying to make a big deal of it.

We're just trying to get to the bottom of it, and instead it just it turned into a big deal.

But yes, glad to do that.

In fact, I'll do that as soon as I get back to my office back at my computer.

But yes, glad to do that.

That was my thought.

Any any other questions about that?

Great.

Any other questions?

So if you all refer to your packet today and the resolution regarding um the North Gate infrastructure project, what we're gonna I just want to read for the record the um amendment that we're gonna make to the actual document.

And it's on page two of the resolution under number three.

And either is authorized and directed to deliver any and all other instruments, documents, agreements deem necessary or desirable by the authorized officers in order to perform and fulfill the terms of the development agreement properly, including without limitation, certificates, affidavits, and any other instruments of any kind or nature whatsoever in all the in all in the form approved by the authorized officers in consultation with counsel to the board.

Then we're gonna add there shall be confirmation that Hickston Mall LLC is in good standing with the state of Tennessee by March 7th, 2026 on its resolution on this resolution shall be reconsidered by the board at its meeting in April 2026.

Or report come back to you at the next meeting.

Yes.

Um in other words, Bill, which it's not that we're uh we're approving it can provided they get back to us by March the 7th.

If we they don't, we're not rejecting the deal, it's just with it's gonna be delayed.

Yeah.

That that would be that all made sense and good.

I'm almost I'm confident we can tell you what the issue is by March 7th, but to get it say they owe 100 or something to the Department of Revenue.

By the time you get it credited and issue the new good standing, it's probably will take two weeks to get that done.

It probably cannot have a clean good standing issued in the best by the end of the week, but we can tell you what the problem is and how we're getting it resolved.

We'll do it by the 14th.

And I want it to be I want it to be known public.

Okay.

Otherwise it's just messy.

It's not our fault that they were messy.

Right.

Yeah, exactly.

Are we good with the seventh?

Oh we give the 14th though and the wheels turn.

I totally appreciate where we're coming from.

We will figure out what is going on this week.

Um since we don't know what is going on, not exactly sure what a reasonable time to cure it is.

Um I just don't want to needlessly compress the cure period here and want to make sure we can move forward.

So we will commit to getting an answer to what the issue is by the seventh.

Um I I'm not since we don't know what it is, I I would ask for more time than the 14th to actually get in good standing, but we we and the city will not execute until it's in good standing, would be you know, a more you know reasonable way to resolve it.

To clarify the amendment, I think I moved.

I just want to know what the issue is by March 7th.

Okay, and not that it's resolved.

Right.

I mean, we know how government can be right, but but we should know what the issue is.

If someone at CBL doesn't know what the issue is, then we should delay this anyway.

I mean, that's to me.

Somebody totally some some accountant somewhere.

We'll figure out the issue by March 7th.

Um and we can't execute city can't execute till it's cleaned up.

So we will figure out what the issue is and let you all know.

So that's what it currently says.

They'll give it give you an information by March the 7th, and if they don't have that, it will come back before this board at the April meeting.

If they're not in a hurry, we're not in a hurry.

So let me read that again for the record.

There'll there shall be confirmation that Hicks the Mall LLC is in good standing with the state of Tennessee by March 7th, or this resolution shall be shall be reconsidered by the board at its meeting in March.

I mean in April 2026.

No, I think we didn't we say we just want to say they're gonna notify us with what the issue is by March 7th.

Yeah, instead of being in good standing by March 7th.

That's kind of what he was saying.

They can't guarantee that, but they can guarantee they can notify us of the notified of what the issue is by March 7th.

Shall be notified.

Yeah.

Okay.

Thank you for it.

There shall be notification that Hicks and Maul LLC is in good standing with the status.

There should be notification of why they are not in good standing.

Yeah.

Okay.

There should be notification of why Hickson Mall L C noting.

In good standing with the state of Tennessee by March 7th.

Okay.

Yes.

Or this will be reviewed by the board.

Because I guess the idea is if they don't, if we don't hear anything, then we want to discuss more.

Yeah.

Otherwise, like you would say a clerical, you know, something or something very small that miss.

Or they owe two million dollars.

We have no idea.

Look one concern I guess your lawyer would have for this board is that uh this is the resolution that is passed on here, and uh if they uh notify us why they're not in good standing but don't resolve it, do you still want to go through an agreement with them at that point in time uh to development agreement?

Yeah, I would think it you can kick me if you I think it's perfectly appropriate to say and they will not sign documents till it's resolved because I I wouldn't allow them to do that.

Standing issue is resolved, yeah.

Okay.

Just to make it clear, even though we know there's warranty.

Right.

Is that seems like we're just reinforcing what we're doing?

And if it is two million dollars, I will let you know that the deal is off.

It's not, is it?

Until fun.

Good standing issue is resolved.

I mean that's just messy.

It's just not messy.

They shouldn't know what this is before they ask for buzzing.

Yeah, I can't say anything.

We keep that it's not in good standing.

Or it shall be reconsidered.

So let's make it a paragraph process.

Okay.

There you go.

Okay.

So we will create another paragraph and we'll go through this and then I need to um we'll need to vote on this.

So looking again at your packet and the resolution, we will create number four.

And number four will now read there shall be notification of why Hickson Mall LLC is not in good standing with the state of Tennessee by March 7th.

Or this resolution shall be reconsidered by the board at its meeting April 2026.

This development agreement will not be signed until the good standing is resolved with the state of Tennessee.

That will now be number four.

Number five will be property revenue.

Number four, and then number five will be number six.

We've had a request State of Tennessee Department of Revenue.

This is what I'm looking at sometimes.

I'll read it one more time and then I'll call for a motion.

So number four will now read there shall be notification of why Hickson Maul LLC is not in good standing with the state of Tennessee Department of Revenue by March seventh, twenty twenty-six, or this resolution shall be reconsidered by the board at its meeting in April 2026.

This development agreement will not be signed until the good standing is resolved with the state of Tennessee Department of Revenue.

Second.

All those in favor?

Aye.

Any opposed?

Thank you.

Motion passed.

All right.

Any other I mean all these other goods discussion or other items for the board today.

Not so much that kind of if not, we stand adjourned.

Thank you.