I think we are all gathered and have a quorum, so we'll go ahead and call the July meeting of the IDB to order.

The meeting was advertised, and we do have a quorum present with six members.

And so we will begin with the chair position and open the floor for nominations.

And remind us, Alfie, if you don't who is it currently?

I will nominate Gordon.

There's a motion and a second for Gordon.

I will tell Gordon that he has been um elected as our vice chair.

Okay.

All those in favor?

Any opposed.

So thank you very much.

That is that is true.

Okay.

Our next item of business is uh the approval of our minutes from our May 4th meeting.

We have those in our packets.

Um I will accept an entertainment motion for approval of the minutes.

Okay.

Thank you.

All those in favor?

Okay.

Thank you.

Our minutes are approved.

Um, our next item is we want to recognize anyone wishing to address the board at this time.

Is there anybody wishing to address the board?

Madam Chairwoman may make a comment here.

I hand it out to some of you and to read uh a letter to the editor from a guy named Ray Boswell, where he discussed that our new Erlinger Park that we've had such an instrumental role in as far as the financing.

And I think what he's identified uh is just an oversight.

Obviously, Rich Munzingo, if I'm saying that correct, and Mr.

Fryer have had plenty on their plates.

But if Mr.

Boswell is correct here, and I think he is because I've been there as well.

Um, I think it's just an oversight that they don't offer at least to our citizens in the scenic city, and we count sustainability, they don't even offer recycling.

So I'm certainly pointing that out here in a public forum, hoping that that message will get passed along, and hopefully, uh, as I think they will, the lookouts will uh help out our scenic city stay scenic.

So thank you for indulging me there.

We're bringing this to our attention.

Next, we will have a presentation of the quarterly reports by Eleanor Lou of VW funding progress summary and economic development program summary.

Good morning.

Um, I'm a little new with City of Chattanooga.

Um presented reports.

The first one is the VW progress report.

Uh actually, there's no activity, and I have not been reporting any activity on this report since April of last year.

Uh so far we still have uh 215,000 dollars left on the second MOU to be spent.

And for the third and third MOU, there's five million dollars total, have not spent yet.

So we couldn't wait until that somehow gets spent.

Uh the next report is the economic development program summary.

That one shows that from all the seven programs we have.

Uh we have about seven four million dollars cash on hand to be spent for those programs.

Uh the next report is the TIFF.

I included two TIPs reporting this this time.

The first one is the year to date.

Uh, that this one reports the total TIFF revenue received for the year.

Uh this physical year, uh, since July of last year until June 29th, uh 2026.

This report shows of each TIFF program we have and how much we receive from the city and how much you'll receive from the county.

Uh most of that's turned over to the uh to the developer, except that the application fee was um received the IDB gets to keep, and also the admin fee we received.

IDB gets to keep.

All right, the next report is the also TV TIF report, but that one's project to date.

That's from the beginning of each TIF.

Uh how much was total received and how much total was turned over to the developer.

The last report is the wastewater program summary.

This one shows the two program uh U2 I2 and SPOI to date.

We spent 122 million dollars, and all of that we have received reimbursement from City of Chattanooga.

We have some crashes like answer miss.

Thank you so much.

Board, good morning, Sharita Allen, Senior Advisor for Economic and Workforce Development here at the City of Chattanooga.

Just as a follow-up to Ms.

Lou's report, I will be providing an overview of all pilots and tips in the August meeting.

That's an annual report that I typically bring to this board, and it will cover all of the existing pilots, including the ones that recently sunset in 2025, and then all of the existing tips that we have on hand.

So in addition to the finances, it will it will provide an update uh of the construction progress for each of those tips and pilots.

Perfect.

Thank you.

We have two resolutions today.

The first one is the resolution ratifying the industrial development board's chair, execution of an option extension agreement relative to the Volkswagen option property.

Board, this item was on your agenda at the last meeting.

And again, this item is related to VW's ability to exercise an option on a diff additional property for expansion.

So thank they currently have a say, they have an option on other acreage that they would be able to take down for expansion.

And there was a deadline that was June 30th of 2026 for that option.

They asked for an extension through January in order to make other decisions related to that particular option area.

So again, we're just asking the board to ratify that extension.

Um it was ratified, it was approved by the city council, and so we're just needing for the board to vote on this particular item.

And uh this is an item uh that has been signed by your chair after the uh city council actually made the approval in this matter.

Uh this would extend the time frame up until January 15th of 2027 for VW to exercise their options.

And this is property that will be coming from the uh city of Chattanooga and Hamilton County for this uh expansion if they agree to do so.

And if not, uh then that will be property that uh the IDB will have control over here at that time.

But that that's one of the the issues.

This is uh property for VW, which is part of the uh the IDB uh uh pilot agreement that we have for them uh out there for the expansion, and I don't know where where where we're gonna go, but they've got through January the 15th of 2027 to make that decision, and that that will be something that'll be coming in front of the council, the county commission, and this body at that time.

I mean my move we approve this resolution.

Second.

All those in favor?

Thank you.

Terrific.

Okay, board.

Then the next item that we have coming up, it will be a presentation by urban story ventures on the uh current development at uh the bend.

There's also a resolution.

Uh chair, if you would like, I'm happy to read that resolution into record.

It's a resolution authorizing the industrial development board's chair of vice chair to execute a memorandum of right of first refusal and substantially the form attached with urban story ventures LLC and the BIN Infrastructure LLC Infrastructure LLC, and together with the USV slash developer, West End property LLC, West End SPE LLC, WE SPE, Roman Number 2 LLC, W E S P E Roman Number 3, LLC, and West End Loading LLC collectively, the developer affiliates regarding the Bend Development Tax Increment Financing Transaction.

Staff is recommending approval of this item.

At this time, we'd like for the Bend representatives to provide a presentation and then we'll take questions before we vote on the item.

Thank you.

Good afternoon.

Um Jimmy White with Urban Story Ventures.

Uh my attorney is not here today.

They apologize.

I had um something pressing in Cleveland, but I think we did submit all the documents that we were requested to submit to Mark Mametoff and um are in complete agreement with the city and everyone else.

I also was handed this letter to hand to you guys as well today, and I think a copy was sent to Mark Mametov as well.

They instructed me to give this to the chairman.

Do we have ready?

Yeah, all right.

We have and we just make that part of the record today.

Yes, sir.

Is it the same letter?

Well, Ms.

Rank.

Any other legal questions?

I think you know, should be directed at them, and they're happy to you know answer those questions.

But we've been working well with Mark Randatoff as far as we're concerned and and Tom Trends concerned and the board's concerned.

So I did not stay to holiday in last night.

I'm not an attorney, but uh I can answer any other questions uh related to the development.

Well, I guess we can hear from Mr.

Mamentov in a minute on here, but there was some question about the guarantee documents, which were just provided yesterday to this group uh here.

And um uh it looks like it um uh is in our packet this morning here, and it looks like all of the documents regarding guarantees are just signed by you individually.

Is that correct?

That's correct.

Okay, sir.

And I guess that's something we we need to hear from Mr.

Mammitov here as to whether that's sufficient or not.

And then there's a memorandum right of first refusal for the Bend development, and uh all of the entities here are just signed by you uh as the I guess the developer here for urban story ventures and for all of the uh Bend Infrastructure LLC West End uh property, West End SPE, L LLC, S West End or WE SPE 2 LLC Uh WE SPE 3 LLC and then West End Loading L L C is that correct, sir.

Yes, sir, a lot of a lot of properties, yes, sir.

Okay, sir.

That sounds correct.

All right, and uh the the issue, I guess, for the board on on the uh back side of all this is we we have an economic impact plan that was filed initially and whether that's in compliance with what we had on the front end.

So we we'll we'll be having questions about that, maybe in a little bit.

Okay, all right, sir.

Thank you.

And I think uh Madam Chairwoman, I do want to know for the record, but I don't know about the rest of the board members, but I just got this by email.

Thank you, Maria, this morning.

I have not read over this guarantee or any of the other documents, so um to the extent Mr.

Mamintov or Mr.

Knoblett have seen it and can summarize it for us, that would be helpful, but I I certainly want it to be recorded, and I I haven't read it, so I don't know what's in here.

Sure.

And we got Mr.

Mountov here this morning.

I have one more document I'd like to present to last time I was here.

Uh I think it was a small mishap on our part, but someone had referenced uh I think it was Mr.

Goldberg that uh we had not paid three thousand dollars in one of the many entities that you read out there property taxes.

Yes, sir.

We paid 900 and something thousand dollars at the band.

So we wanted to provide proof of evidence that that has been paid as well.

Okay, that all the property taxes have been paid.

That'd be good, yes, sir.

Thank you.

That was an oversight on our part.

As you just mentioned, there's 20 different parcels out there.

Yeah, we paid 900,000 of them, but this one was missed.

So uh and if you can get that to the court report here, so we have that as part of our record, that'd be good.

Thank you, sir.

Yes, sir.

Are we any questions right now?

Mark.

Are you ready for me?

Yes, please.

So I I'm sorry, I'm gonna I know all you all know this, but I thought it would be helpful to step back.

So in the development agreement, we have a if they default, we have a right of first refusal to buy properties.

There was supposed to often, for example, if you do a lease, and I know those of you lawyers know this, you record a short form version of it so that the world knows that you have entered into a lease.

They were supposed to do a short firm form, as were we, saying that we had this right of first refusal.

It was overlooked, and so we got that fixed.

So the um this memorandum just reflects that, and that it's the same as what you all saw a long time ago, and this has not changed.

Um, and you all and that's the what's on your agenda for today, and it's only basically restating and adding a little bit more color to what is already in the agreement and adding a little bit to the procedures, and I think this is in good good shape.

Um to me, the only issue there, and it's nothing in the document, is that we agreed that this right of first refusal was subordinate to any loans to lenders to make improvements to the property.

I know they have loans on the property.

I've talked with um uh Mr.

White's attorneys and things like that.

To the extent those loans are for the Bend, they would be senior to this.

In other words, they could foreclose and wipe out our right to the extent they're not to make improvements.

Um they would not be.

And so they have a mixture of loans on the property.

So if we ever have to exercise this right of first refusal, we'll have to deal with these issues.

There's really not something we can resolve right now because this may be not ever done or maybe years from now, but that just want to make sure in the record it's clear that we're only subordinate to to loans that are used to improve the bin.

And I, you know, Mr.

White certainly can address it, or we can get follow-up.

I have asked their lawyers for more information so we can understand sort of what's out there, but at this juncture, it's not really relevant because we obviously don't expect that at this time.

Um, but so I think this one is in good shape, and I do think it's ready to go.

Or one question about this document has an effective date here in 2026, does it not?

Yes.

Okay, the term is referenced in paragraph two of this document here to be from the date of the development agreement through the end of the term of the development agreement.

Yes.

So this uh that is my concern, at least regarding the right of first refusal.

Would that be effective as of the um I guess the issues that were on the property at the date of the development agreement, which I believe was in either 24 or 25?

That's an excellent point, Phil.

And so I don't think, and I'll confirm that with Mr.

Horton and Ms.

Ballard, but I'm sure they would be fine with us dating of effective as the date of the development agreement, which so that way it'll be consistent.

Yes.

Would you like me to do that?

I can easily do that.

Yes.

Yes, no, that'd be fine.

And I'll get that, I'll ask them to do that.

Um that's a very good point.

Yeah, thank you, Mr.

Notting.

Well, you said that, but you said there's an exception for debts that are used to improve the property.

That's not time sensitive, is it?

You mean that it's not a good idea.

Even if they got additional loans after, they would still be subordinate to that.

Yeah.

But I agree logically with Mr.

Noblet that it would make sense for this because it's reflecting it, just like is my example on a lease.

If you did a lease memorandum, you would do it as the date of the lease.

And so it just that's I with all due respect.

I agree with you.

I mean, that's uh that's a good change, I think.

Just to be consistent, but your point's fair too.

It really legally probably would not make a difference because it it is what it is, sort of thing in terms of what the what the loans are.

Um would this option be over other options that have been placed on the property?

In other words, that's one one and as far as we know, there's nothing else other than deeds of trust out there.

But so there obviously is a big deed of trust securing financing on the project.

That's what the relevant issue would be.

Yeah, as we understand it again, Mr.

White can correct me or ask his lawyers to correct us that that loan finance refinance some debt related to the bin, but it also uh finance largely acquisition of owner of other partners' ownership interests, which we're gonna talk about in a second.

So that is not really for the bend itself, and so that loan is probably a mixture of financing, and so if we ever have to deal with this issue, we're gonna have to deal with that issue.

Does that does that make sense?

Uh yes, where because it's not it's an issue for a court to decide if it becomes an issue.

Well, I hope we never have to go that far, but yes, okay.

Mr.

Mammotov, just to just so we're clear, I um given that I don't think any of us has seen this before this morning.

I did want to get confirmation.

You've been interacting with Ms.

Ballard and Mr.

Yes for a long time now.

Yes, right.

So this isn't new to you, by no, and it is what's in, and I I don't know if Maria is here.

I owe her an apology.

Hi, Maria.

Um this is actually in your packet, it was, and I didn't realize she'd already put it in there, and so I asked her to send it again.

So this this document is exactly what's in your packet, and she being as nice as she always did, didn't say Mark, you're an idiot.

I already sent it out.

She just said, hey, I sent it to the board.

So but this was exactly what's in your packet.

Um the guarantee um is a form I drafted.

I'm very comfortable with it.

It is what was in your packet originally, except early on, and some of you have asked me about this separately outside meetings, they added a sentence saying this guarantee is subordinate to our other guarantees to our thing.

And I said, No, that if we had done this originally, this guarantee, you didn't even have financing at the time.

If this was delivered when it was supposed to have been delivered, this would not have been an issue.

So we went back and forth and back and forth and back and forth, and they I finally understood that their concern was that I was trying to jump ahead of their mortgages, which you can't.

I mean, a guarantee is unsecured.

You know, we knew they were gonna have to finance the property, so a guarantee is an unsecured obligation of the entities, and so basically, what if there was ever a meltdown situation?

Our only really assets we go after is their equity in the property above their loans.

And so that was always the case.

We never prohibited them from having financing, and when they understood what we were trying to do, um Miss Mr.

Horton and Ms.

Ballard just this morning sent me an email saying we will delete the sentence on subordination and send us a revised copy where they agreed to do that.

And so this is not a document that you signed, but it is something you're accepting.

And I just wanted to let you all know that that Mr.

White is correct that they did agree to go with the original form that I sent them, which I feel like was a really reasonable form, and to delete the subordination language that was causing problems.

And so we should have that clean signed document back in the next day or so.

They just need to get uh Mr.

White to resign because he he is the they have told me that he is, and he can certainly confirm himself that he is the the manager of all these entities and has a legal right to sign for them, as Mr.

Knoblett pointed out.

So I think that one got resolved.

So um the letter that he handed out.

So the letter that he handed out, this is what you had not seen till this morning that Maria sent you, this letter, um, one page saying, you know, I have explained this to you all at some other meetings and also just individually because when you all some of you asked me questions, is you all many of you all felt look, we went into this project understanding that there were significant local investors in this along with Mr.

White, you know, and that was one of the attractions of this project to this board and to the city.

And so those other local investors have largely been bought out, and we've talked about this at meetings.

And the question was we had a provision that says if either of the two development entities, one Urban Story Ventures, which Mr.

White owned back then and still owns, there was no change of control as I understand it, and what Mr.

Horton and Ms.

Ballard tell me, and I trust them, they seem very honest and good to work with.

Um, there was no change of control on that.

The other entity was owned prerata like all the other development entities.

And so there, in my judgment, there likely was a change of control as to what's called Bend Infrastructure LLC.

It was the entity that was supposed to undertake all the infrastructure in the bin and still is.

So as part of the restructuring, Mr.

White bought all those people out, and so he went from a minority owner to a majority owner.

So it seemed to me that there was a change of control.

Mr.

Horton's response to me is Mark, look, he had basically veto rights.

Um so they're really in the real world, there was no change of control.

And I'm like, okay, is there somewhere in the operating agreement that shows these veto rights?

Well, there's not.

There was no operating agreement, and they told us that.

It's sort of inferred from their business relationships of the other LLCs.

So I've been pushing them to say, look, I think the right thing to do so we don't have a dispute in the future is ask the board for consent now.

I mean, there's really nothing they could do if you say no, we're not gonna grant approve this change of control.

It's not like he can unwind it.

And so it would obviously basically be, but you know, in the future, if they move forward with this development and this agreement stays in place, there's gonna have to be a lot of times where both sides will have to certify that there's no pending events of default, and with this hanging out there as a potential problem, it just needs to be addressed.

And so this morning, um we received this letter basically officially saying, please approve this.

We don't believe a change of control occurred, and I respect that they're retaining their legal rights to argue with us, but they're saying, would you please approve this?

And so it's not it's obviously Mr.

Knoblett's decision and is is the really the parliamentarian whether this can be considered today or whether you want to consider this at your next meeting, because you just this you as Ms.

Rogers put out, this is you just got this request, you know, officially.

And so do you are you wanting to think about it and deal with it?

But this is the this is along with the memorandum, is the other issue that I think you gotta just discuss.

I do believe we've resolved the guarantee issue.

I do think the memorandum is ready to go.

The question is, are you all willing to sign off on this?

Another big issue that obviously is that there's a lot of exciting things.

You've read about in the newspaper, this potential of this large amphitheater.

It almost certainly will change the footprint and some of the provisions in the development agreement.

I know that Mr.

White has told us it won't be substantial, but you know, what we've seen, that's likely gonna have to come back to this board.

We just don't know enough yet.

I just don't want you all to think we're trying to dodge that issue, and he's not trying to dodge that issue.

They're just not at that stage yet that they can really say, here's what the new site plan will look like.

We're asking you all to approve this instead.

That will be something in the future.

But right now, there's not like they haven't done anything that's like a default or anything related to other development.

They have completed the first phase, you know, the city engineering folks have confirmed that.

So you know, other than what I've talked about at length and boards call with, I think they're they're moving along, uh, but I do think we've got to address this change of control issue.

And so that that's in front of you as well.

Questions?

Um yes, um, you know, the letter that we received today is it's dated July 7th, 2026 from Urban Story Ventures LLC to the board uh and copied you and I has got a interest to the equity interest of Jimmy White's entity.

Uh looks like for James LLC.

That is a new entity we have not seen on any of the documents before today.

Right.

So none of the documents have that name on them here in any of the uh I guess the documents that we received as far as the memorandum of right of first refusal or the guarantee.

So that's that's why I had questions on that.

Yeah, as and Mr.

White can correct me, but my understanding for for Mr.

Horton and Ms.

Ballard is that is the one of the LLC members that owned, you know, was one of the controlling.

So it's in through that indirect ownership is where the change of control occurred.

It was at this level, as I think is the point they were trying to make.

It was not directly in the banned infrastructure.

I don't really understand it fully.

Again, I don't know if I know I don't want to put Mr.

White on the spot because he wasn't able to have his attorneys here, but I'm right here.

Hey Carol, great.

I didn't realize that's who you were when you walked by.

So yes.

Would you like to address that?

I'd be happy to address that.

Well, this is the first reference, Carol, that we've had to that entity as a separate LLC on any documents before yesterday's, which is a little quick to have this board make decisions.

Well, this this is on the resolution document that we have in front of us.

Is this now saying that all of these LLCs go away?

And this for James LLC is the new one.

If you can clarify that too.

Sorry, Ivy James is uh Mr.

White's solely owned entity, and that is the actual entity that owns the membership interest in the West End property, West End property two, and then the um infrastructure LLC.

And that's been in place since day one.

Yes, it's it's been in place since day one.

So sorry to create that confusion.

Yeah, that that's not on any of the documents.

All we have is just says uh Mr.

White, whose reference on the documents here as uh chief manager does not have any reference to IB James or for James LLC.

Right.

Mr.

White is the chief manager, but as far as the actual owner, that is his entity.

Yeah.

It was created for tax purposes by HHM and Trip Farmer.

Uh that's not the name of anyone that this board has been dealing with thus far, is it?

It is a subsidiary of me personally to create it for tax purposes.

Uh and and again, you know, there's a difference between control and ownership.

I think we all know that.

Control has always been in my hands.

As chief manager, even though I was a 20% owner, control was always in Urban Store Ventures' hands from the development from everything, the tip documents, everything.

That was always the way things stood.

The only thing that has changed is now I own more, but control has not changed.

Um, I hope that makes sense.

And the four James entity is solely owned by me.

It's for me for tax purposes.

My son's last name is James the, he's the fourth.

And so for James was created for tax purposes and all these other things through HHM.

I still sign for everything for Ford James.

It's all the same uh entity.

But it's always been part of the tax documents and everything else filed for the West End, going back until it was created uh when it was originally created.

Is your ownership position in each one of these entities?

The 90.5%.

Yes, it has gone up considerably since the purchase, yes.

All that's respect to the case.

So are you saying that you personally don't own 90.5, but that for James owns 90.5?

Is that what this letter was saying?

I personally do, but it's through these percentages in my own sub-entities.

We have 57 LLCs that we use business with here in Chattanooga.

Um 4 James was created for tax purposes by HHM.

Again, TripFarmer would have to explain that, but everything Carol said, everything we've documented is actual and factual.

It's still me.

Okay.

So Mr.

Naub, but as I hear kind of a concern of yours, is that um this last sentence here to match up with our documents needs to refer to some other entity, doesn't it?

That's that's my concern on the front end of it here, and just seeing it today.

That that's a little bit of a concern.

Sorry for the confusion.

It was it is in the operating agreements that we've provided to council.

I have a quick question about control and ownership.

I did a little research.

Um, and it seems to me that we're the definition that you have for controlling and and um ownership is different than like some of the other definitions that I've seen within like court cases and standards where it's about 50% like a threshold percentage of 50% plus change, and it looks like there is more than a 50% change, just given the numbers that you've given to us.

Is that not a concern or part of the definition of ownership and control, at least in like the standard legal arenas?

The uh original operating agreements for the West End entities, and then I guess also through by the uh Bend infrastructure had an unusual provision that uh decisions had to be made by 85 percent uh vote interest of the members.

So essentially uh Mr.

White through his entity um with his 19.25% interest, had a um veto right essentially on anything if he did not agree.

So uh control was a little bit different than what you would expect.

It wasn't 50%.

Um, you know, it was essentially, you know, nearly all the members had to reach an agreement.

And that was done for the Benz protection, right?

I mean, at the end of the day, this body, the city, the county, all entered into this agreement with Urban Store Ventures and me, because they believed in us developing our last piece of waterfront, right?

They believed that we were gonna intentionally, instead of some New York hedge fund coming in here and trying to look at the mighty dollar, we were intentionally making sure we executed vision a plan for the city and the county, right?

And so that's the way this whole control and ownership issue came about.

And because I didn't own a majority of the Bend, the city, the county, this body determined that control was a better way to ensure that I was uh steering the ship, so to speak, right?

So that's why all this control versus ownership happened, right?

And so now, this in theory, the best of both worlds from this body's and city and counties, I would hope is that now I own a majority of the ownership, and I'm still in control.

So we are happy to comply with whatever we need to comply with to make sure the documentation is done properly.

But I think there's been a lot of back and forth on this, and I think everybody's reached an agreement.

Reach an agreement.

And so, yeah, what we're asking is, you know, I know this is making sure all the I's are dotted and T's crossed, and we agree with that.

But yes, ownership uh control has not changed.

Uh, ownership has.

I I'm gonna ask some questions about that because I don't agree with that assessment of this situation as it stands right now.

So I vaguely remember, and I'll have to go back and get them, but some documents that involved um one of the other partners and different titles, like the chief manager title that's been kind of thrown around, and it might be one of the earlier documents.

So then we're talking about a different chief manager.

We're talking about a change.

When I said 50%, I didn't say veto power, I said 50% because again, like legal a legal standard.

I know you're shaking your head, but I'm just let me get my piece out about listening.

And the issue that I have is is you're characterizing it as crossing the T's and dotting the I's, but we're talking about a long-term partnership, and right now there I've seen investor documents about the Ben that have never been shown to this body but have been publicly released.

There's the news articles that just continue to come out after we have meetings, and at what point am I gonna build trust?

At least I don't feel like there is a good trust relationship, and that's a problem.

And then we have an actual potential default that we need to discuss because I disagree with the letter you sent today, which says you're not even saying yes, there was a change in control, we want you to just to work, we'll work with you to do that.

You're saying there is no issue in the first place.

And I'm and I'm presenting to you that there are some standards at least when I've done research that says that there is a potential issue.

And so we're not even speaking the same language, we're not even saying what we're speaking past each other.

And so that is my issue with this entire where we are right now.

I don't think this is a formality.

I think this is actual substantive issues that we have.

Um this is uh these were uh member managed LLCs, which means the action is taken uh by the members by the vote required by the operating agreement, which in this case was 85%.

Uh the chief manager is the I guess it would be the equivalent of the president of a corporation.

Um the one that actually signs the documents and you know can make some minor decisions, but ultimately decisions are made by the members.

Um hopefully that helps clear up some confusion.

I think until we get actual documents on all of these entities and who's the manager and who's you're saying you're saying a lot of things, but we haven't seen like I don't know who we're in agreement with at this point.

Like the names keep changing, the membership keeps changing, then the managers keep changing.

I think there is clarity there, but there's probably a lot more documents that have to come with that before we know exactly who we're dealing with.

So I think this board, I think the city and the county need to be, and I need to be careful here.

We have done everything we said we were gonna do.

We have negotiated with the city in good faith.

We have worked with Mark Mamikoff since we've been here last.

And quite frankly, I don't appreciate these allegations.

We've done everything we're asked.

We're spending our own money here.

So private piece of property that we are trying to develop with community benefit for affordable housing, Hamilton County, and this board's job is to support developments like this.

But when I come here, Hillco Global gets shade thrown at them.

I mean, Novonics, Venue.

I mean, really, these people want to invest in our community.

And we're sitting here talking about ownership changes and things like that, which is stalling project.

Why?

What's festival?

Yes, sir.

I'm looking at the documents that you have filed here at this point regarding the development and tax incentive agreement.

And there's no reference to any IV James LLC in that documentation.

The only entities that were before this board, and that's maybe the reason for confusion here on the front end for the development agreement was the entities that were involved that we we thought we were dealing with with Urban Story Ventures LLC and the Bend Infrastructure LLCs.

Those are the only entities that were involved in the initial agreement.

So if there's confusion, that's because the documents say that.

Well, and again, that is not solely on urban sport ventures.

I want to make that abundantly clear.

The intent is we've been working with the city's council and this council council in our council to make sure the documents are correct.

That's what this meeting is about.

That's what we've done for the last two months.

Am I missing something?

And that's why I'm bringing out we have a new name today that was not involved in any of the documents that were signed off on.

For James, and maybe the accountants can clear this up.

If it needs to be added, we're happy to do that.

That's what I'm saying.

We're happy to uh sway the board in any way we can so that we can commence with building a 300 million dollar amphitheater.

We can mince the building a marina, we can commence to announcing a retail district, all these things.

I am in control.

I have always been in control.

I am the chief manager.

Ownership is only increased because I stepped out and made sure that I was delivering the plan that I promised this board, because that's not what everybody else wanted to do.

Okay.

Let's get real about it.

There's a hundred million dollars in equity on this project.

If you look at the appraised value versus our debt, and I wasn't retiring anytime soon, and I had to live up to my obligations.

So that's why I'm standing here with more ownership to make sure that didn't happen.

That's the whole truth enough but the truth.

And I think this board knows that.

And that's why we're trying to get the parties correct that are signing off on this.

So we want the same thing, but how do we get there in a constructive way?

Yes, sir.

Yes, sir.

That that's where I'm at.

And that's and that's why I hope everybody's at here, because I hope you understand the intent here with the partnership with affordable housing in Hamilton County schools, is this has to be a success, right?

Yes, sir.

So that's our goal, right?

And so what I'm getting at is whatever documents we need to fix, let's fix.

But I thought that was done today.

Uh yeah, I was under the impression that we had provided everything to the council that uh had been requested.

We're happy to go back and you know, see if there's anything else that's in the world.

Yeah, we're not trying to place the football here.

I mean, it's if you're that's why I'm concerned about new names coming up today.

Yeah, for James is me.

Can I add a little bit?

I do think there's a little misconfusion.

I agree.

Because um, and again, and I'm hoping, Carol, that you will correct me if I mistake anything because I didn't sorry, I didn't realize you were here.

They provide uh this the ownership chart.

Uh keep in mind, our change of control provision only applies to two entities Urban Story Ventures LLC.

Jimmy, or you owned that originally yourself all along.

That is not changed, correct?

That's my understanding.

So the only entity we're talking about is the Ben Infrastructure LLC.

They gave us this very complicated chart that showed for James in there as one the key member of that entity several months ago.

So we knew Ford James the thing, but the reason they don't show up any documents is she explained, he is signing as like president.

That's why they it's not been infrastructure by that entity by the thing.

So that's why, but they we've known that they are uh the major owner of the thing.

But under, as you rightfully pointed out, in my judgment, which is the same as yours, they had an indirect change of control because the controlling entity of Benn Infrastructure changed.

And I understand Ms.

Ballard's point about wait a minute, it required 85% vote, but I don't think I've there was not an operating agreement for Benn Infrastructure LC, is what correct me if I'm wrong.

That's correct.

There's never been one for that entity.

So they can't show us that that super thing applied to Ben Infrastructure LLC.

So I can't tell you that there was not a change in control based on their theory.

And so I don't blame them for that first sentence.

If I were them, I'd do the same thing because if you don't approve this change of control, we're just gonna end up with litigation.

And so I'm not saying you don't do that, but I just think we've got to be realistic about what the effect is.

And so um, and that's why you may want to think about it and vote at the next meeting.

I'm not trying to press you off, but I don't want you all.

I mean again, and I've still super, but he has you know, I I feel bad because I send him so much stuff.

But if you go back and I'll be glad to summarize and follow up with a memo, but they did tell us that this was the investor, it's not like news to me, it just no disrespect, but the letter was confusing because it was talking about an entity that, as Bill pointed out, we didn't know, you know, it didn't really relate to Ben Infrastructure LC, but it is the main investor, and there was in my judgment an indirect change of control because the majority owner of Bend Infrastructure clearly had a change, you know, of as you pointed out, of of membership interest.

So, you know, again, this given that we just got this formal request, so I've been pushing them to make this request.

You know, you could say, Look, I want to think about this, and I can follow up and get you more.

But as to bend infrastructure LLC, there's no more documents I can provide you because the only thing that we can get is the charter that you can get off the Secretary of State.

There isn't there are no other documents.

Um correct?

Correct.

Correct.

And I appreciate that clarification.

Yes.

Because I think all this is not an unusual setup, but we have to dig into it, and that is what the issue is right now.

Thank you for that.

I just gotta add, you know, the then infrastructure TIFF was specifically created for this entity.

It doesn't exist when we bought the bin.

We bought the bin in 2018 from GE.

And at the end of the day, this entity wasn't created until the TIFF was approved, I think, in 2024.

And of course, there was a lot of things happening in 2024 to get this done and groundbreakings and you know, all these other things, partnerships, and this is a very different TIFF than exists anywhere.

Uh, I think you'll agree with this.

I mean, it's very unique.

You know, the partnership with affordable housing, which we want to do with CHA, the partnership with the downtown school, those are all additional increments to what is standard per tip.

The fact that the only thing included in this TIFF district is our property, you know, that's very different.

Whereas the stadium TIFF includes however many hundreds of acres.

You know, so and again, this is developer funded, front funded by us with the hope of being paid back someday.

We created the first sales tax TEP ever done.

It was a very complicated TIFF and very complicated process because of the political environment at the time and all the things that were happening.

And so, but it's been done, and CHA was able to get their federal grant, and all these things are working.

And so the intent here is to make sure we're on the same page, we're all rolling in the same direction, and whatever documents need to be done, fine, let's do them.

Uh, and that was the intent today.

And so anyway, I I hope you guys understand that we're all trying to accomplish what everybody wants to accomplish here.

But this project is a big project, it's a long project, and things will change, like amphitheaters and retail districts and marinas, and we'll have further discussions.

But as the 21st century riverfront happened, it took a village to make that happen, right?

This this waterfront's twice as long.

I do have a question about the venue, because you mentioned it.

Um, and the fact that there's a TIFF on here.

The venue group has other projects, and a lot of them include public incentives.

Is that something that is being considered for the project here?

It is I I can all I can say is that they've engaged with the state and they've engaged, they were supposed to have meetings today with the city and the county about discussions.

Um is its own publicly traded entity that can enter those discussions with the city and the county and the state, and I think they believe they're going to do so.

But I will also say um those are early conversations like we've discussed before.

I mean, there's many designs, layouts coming, but my humble opinion is if if somebody wants to come in and build a 300 million dollar amphitheater that's building them all over the country, we should listen to them.

So are there any agreements in place?

No, okay.

Other than a PSA is in place for them to purchase the land from me.

Okay.

Um, and then in terms of I know the project design is going through a lot of changes.

Um there changes I'm looking at the TIFF.

We we got a summary here, and obviously there isn't very much that has gone into the TIFF at this point.

Um are the designs changing, are there are there plans to put it back in front of the board?

Is the revenue going to be impacted by some of those changes?

Well, revenue.

I mean, when you when you talk about and look, then you can share all this with with the board when appropriate, they've already done their impact study.

You know, it's a 4.2 billion dollar impact over the city and the county over the next 20 years.

So uh my assumption would be that the the through the sales tax alone on ticket sales and things like that and merchandise and food and beverage, the tip's only going to increase in value because we never factored in a 12,500 seat amphitheater, and we never factored in a 300 million dollar epithet back in the day when we were talking about this TIFF and we were going through amphitheater designs, we were thinking 7500 seats, something more similar to a send in Nashville with Live Nation.

Um, but those were all meetings that were having behind the scenes with you know the mayor's office and county mayor's office, and so this is not a new concept again.

We just did anticipate this kind of investment.

This is calling this an amphitheater is is really uh I would say not doing it justice.

It's more like the the sphere in Vegas than anything else, and that's what people are wanting to see now.

Experiential things like this.

This will be a regional draw, not a local draw.

It'll be local too, but no longer having to go to Atlanta or Nashville for for all of us.

I mean, it all sounds good, but real numbers, that's what I'm concerned about.

Like when when can we get copies of the actual um seeing as we're a partner in this project in this pro process?

I feel like we are entitled to get at least some of this information and not just like presentations, but actual.

I'm bound by different regulations, and I'm not a politician, right?

And so at the end of the day, I have NDAs with these guys, right?

I cannot share information.

They do not want me to share period and discussion.

As much as I would love to tell you the whole truth and not but the truth, that's their job.

And they will do that.

They will come in here.

They're a great company, they're great people, they're passionate about Chat Newton.

I hope that stays that way.

That's gonna happen.

It's gonna happen, you know, when um soon.

I mean, they had a meeting scheduled today, but Bob Mudd.

I really like some hard world today.

So timelines on that.

Things happen.

He was gonna be here today with the mayor's office to to talk to them about timelines and talk about coming to this board and do all those things that are normal and customary.

But again, that's been you that's gonna be talking to you guys, not me.

I'll be here to swart them, obviously, but their timeline's their timeline.

And you know, they're publicly traded, and they have regular rules and regulations as far as what they can say, what they can announce, dollar figures, all those things.

But I can't speak to all of that.

That's the chair wanna have a question for our attorney here.

Um Mr.

Novlet under the circumstances with this new entity, Mr.

Which Mr.

Mamotoff said is not new.

Um, I guess I'd ask both Mr.

Magmatov and Mr.

Knoblett, is this something we should hold off and maybe table until next month and get some more clarification?

I mean, Mr.

White's obviously doing his best, it seems, and uh giving us his person his assurances, but this is a legal issue, and we're at the same time we gotta be careful.

Yeah, my only concern is the memorandum of first refusal.

That's the only thing that you've got on the agenda for this evening.

The guarantee is not an issue before you right now.

But the memorandum of first refusal doesn't have that name on there.

Is there any reason to do that based upon the letter from yesterday?

They the they uh Ford James LC is not a property owner in the band.

They are an investor in the various entities, they are a member of those entities.

So I think we have all the right parties to the memorandum.

Um, and I checked the every single parcel in the band.

And so every developer affiliate that owns property within the Ben footprint is on that memorandum, and they help me do that.

So I think it is right.

And on the um, I mean, my two cents worth if you would like it, is I I'm I think that this came up so recently, I would encourage you to think about it and vote at your next meeting.

I also think it would be helpful.

I again, I I always want I'm on to I know you know this.

I represent you all.

I'm on your side, but also want to be very fair to them.

They they didn't try to hide the ownership interest, and the charts are very confusing, but I do think it would be helpful for you all to meet to resend those to you and show you what they showed us the ownership interests is and make sure I clear with Ms.

Ballard, make sure I'm getting it accurate.

Because if I were you all, I just want to make sure I understood this before I vote on it.

Um, and if they have any other information that they they uh uh would like to share in the meantime, we could bring this to you.

I was really happy that they asked for it.

I again I I get why they're wanting to, I mean, because if they acknowledge there's a change of control and you refuse it, that's basically the end of this agreement.

Um, and so they'd almost have to take the position that we don't agree that it is because if they're that's their fallback position if if you turn this down, then we'll end up in a big dispute.

And so, I mean, I mean, to to be open and blunt about it, there's the this thing.

So, so I think you given the magnitude of the decision.

If I were you all, I'd want to think about it.

And I'll I could resend you all the various information.

But what I won't be able to send you because it doesn't exist is any further ownership interest of the band infrastructure LLC because you just there isn't any.

Is it if if I may come, is there any way they could alter that last sentence of this letter that might appease what they're hearing as far as concerned.

I just ballards here.

And I'm sure they'd be glad to rewrite the letter to be a little clearer about what they were.

The letter and the resolution have some confusion to me.

So that would if that could be clarified.

And I appreciate your generosity.

I just want to be clear that this board is not opposed to changes, but there are oftentimes amendments that come up because there are the discussions that are had with the board who is in the actual agreement ahead of time or shortly thereafter.

So it's not that no changes are ever allowed to happen, but there is a communication issue, as I have mentioned in the past that we continue to have that is my main concern.

I'd also really like to see this purchase sale agreement and other incentives that are being strongly considered because I think especially if it comes back in front of this board, I think we need to get a heads up as soon as possible about that.

Um and I I do agree that we should put this this specific issue off until the next meeting in order to fully get to consider.

Those questions are really good ones.

I I know nothing because Jimmy can't tell me anything, but I have worked on tons of similar projects and have working on other quote amphitheaters across the state.

And they're almost certainly going to need state legislative changes to get what they want in terms of the incentives for from the BAN, they're already capturing the property taxes.

They're already capturing the local option sales tax.

There's nothing to give uh from the bend itself.

If there were to be any incentives, it almost would have to come from the state.

If it'll come to the state, they won't know anything until next year.

I think all they can really ask is for city and county support to seat those incentives.

And so there almost certainly wouldn't be any definitely definitive until if they're asking what everyone else asked for, who's trying to build a similar facility, whether it be a stadium or a big amphitheater, or things like that, which is largely the seek capture of the state sales tax and things like that.

That is not in Tennessee law.

It would be something they would have to seek.

Um, and so I I'm not sure exactly, and again, Jimmy know may know private things that I don't know, but I do know these deals, and I know what the revenue streams are available on the table, and it would take legislative changes to make that happen.

So I don't know how quickly they're gonna be able to really get those issues um addressed.

Madam Chairwon, if I'm a we we are we as an IDB are fortunate to have Mr.

Mamitov, Mr.

Knoblett looking out on these issues for us.

So thank you.

Thank you to both both of you guys.

I think uh I'm I'm making a motion that we table this until our next meeting to give our two attorneys time to try to clarify this issue.

Mr.

White's indicated his good faith intent, and I know Miss Ballard will too to work with them and we might could get this resolved.

Yeah, no, I I think I I agree with you.

And I think that's the best decision you guys can make.

But you know, at the end of the day, uh that's what we want.

We want a clean slate here.

We want everything uh documented the way it's supposed to be documented, and we want to get going, right?

And until this is resolved, you know, it impacts everything.

Um, you know, and again, uh I I I may know a little bit more, but but but no, you guys are very blessed to have you know uh the attorneys and in relationships you do you have, and we're blessed to have Tom Trent, Bill Horton, and Carol.

But they're all trying to rule in the same direction.

So I think I'll second that motion.

So we have a motion on the floor, we have a second.

All those in favor, uh opposed.

Okay, we will table this um to the next meeting.

That's a question was that tabling the request for the change of resolution documents because it's in your interest to get the memorandum recorded to let the world know that we have this right of thing.

I hate to see that postponed a whole other month.

So I'll move to approve the memorandum.

Okay, we're tabling the issue of deciding the ownership change.

Is that okay with you, Phil?

Yeah.

So let's read.

As long as you have a motion in a second, yeah.

I just said my moving to approve this memorandum that we want to get into the record documenting the um right of first refusal.

So we're amending this resolution sum then because what are we?

Are we?

No, I don't think we are.

It's um the request that they gave us through the letter on ownership and control is being formally considered.

That's all I was really trying to clarify.

And that's exactly what I was saying.

This letter is what's being tabled.

Yeah, the memorandum itself, I'm moving to approve this.

Thank you, Mr.

Mametov.

Ms.

Shikarn.

We do this um motion.

So the resolution authorizing the IDB's chair or vice chair to execute a memorandum of right of first refusal is um with all with the various LLCs listed here is what we need to entertain a motion for.

So I'll entertain a motion for that.

I'll make that motion.

I'll second.

All those in favor?

Uh any opposed.

And then next month we will um revisit the letter.

And that document now can be recorded.

Is that the concern?

Yes, yeah.

I'll I'll work with them to get the original and work with you to get it signed, and we'll get it recorded.

Okay.

I'm sorry, I should stand up.

Yes.

Yes, yeah.

But the guarantee document is still at issue.

Yeah, I what I'll be able to do as well then when we have come back to the office meeting, I can provide you with the final guarantee with the subordination language removed and everything copacetic for that as well.

So hopefully our only big topic will be the change of control issue.

Thank you.

Our next item um is a discussion item, the Northgate project update, Ashurita.

I just wanted to provide a quick update.

So the um CBL developer and um their consultant that they hired to do the community engagement agreement conducted their first community engagement session a couple of weekends ago, and um that went well.

They have two more scheduled July 15th, I believe is the next one.

It's the 14th or the 15th.

I'll get confirmation and email you.

They have another one coming up, and then they have a third one, and so they're in the process of going through through that um process now.

So they did provide an update on their other activities.

Okay.

And so this is an email that the developer sent to the city of Chattanooga as an update on their project.

So they've completed the field survey of the existing water sanitary and stormwater infrastructure serving the project area.

They've held preliminary coordination design meetings with personnel from both City of Chattanooga Wastewater and Hickson Utility District.

They've completed a preliminary phase one design development plan, and they're commencing again with the public engagement process.

So the first meeting was June 14th, the second meeting is scheduled for July 15th, and the third meeting is to be determined.

So that's an update.

And then they also provided roughly 10 things as far as their next steps, everything from follow-up meetings with wastewater, uh design plans sent to contractors, preliminary pricing, phase one design, construction dots and specs, all those other things.

So periodically, as they provide updates, I will give this board updates on the status of their TIFF project as well.

Just wanted to read that into the record, make sure you guys were aware of the process and the progress on that particular TIP project.

Any questions?

Thank you for the update.

Yeah.

Any other comments from the board before we adjourn?

All right, thank you.

We are adjourned.

Um have the gabble, but we are adjourned.

Thank you.