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Oswalt to Step Down as DMC President

Downtown Memphis Commission

Jennifer Oswalt

Downtown Memphis Commission (DMC) president Jennifer Oswalt will leave the organization at year’s end and will be temporarily replaced by former DMC staffer Ray Brown until a permanent replacement is found. 

Oswalt joined the DMC as chief financial officer in 2015. She was elevated to president in 2017. Before her work with the Downtown Memphis Commission, Oswalt was CFO for Contemporary Media, Inc., parent company of the Memphis Flyer.

She leaves the DMC for a position in Knoxville with HF Capital. There, she will build the newly formed Family Investment Office for the Haslam family.

“Downtown Memphis is in a special place with eager and dedicated developers, supportive city and county government, and the opportunity for an influx of new residents and Downtowners of all types,” Oswalt said about the future of Downtown Memphis. “I am confident in the DMC staff’s strength, passion, and dedication to continuing the work of bettering Downtown to attract even more investment in years to come.”

In her time with the DMC, the organization completed a parking study and a Downtown master plan that focused on the area’s core, enhancing walkability, and strengthening connections to the riverfront.

The Downtown development pipeline rose to historic levels under Oswalt’s leadership with projects like The Walk, One Beale, Tennessee Brewery, Orion and Rise projects, Loews, Arrive, Central Station and Canopy Hotels, and the recently announced Mobility Center.

Downtown Memphis Commission

Ray Brown

Brown will step in as the DMC conducts a comprehensive search for Oswalt’s replacement. He has served as the DMC’s vice president of Planning and Development. He is the former chair of the Downtown Memphis Design Review Board and the current treasurer of the Center City Development Corporation.

“I believe in Downtown Memphis as the heart of our city. In various roles over two decades, I have been privileged to help Downtown grow towards its full potential,” Brown said. “I thank the DMC for entrusting me with this stewardship.”

A DMC search committee for the position will begin identifying and vetting candidates in early 2021. The position description will be posted on the DMC website later this month.

“We are truly grateful to Jennifer for her excellent stewardship of Downtown over the past four years,” said Deni Reilly, DMC board chair. “Her ability to lead humbly, with vision, acumen, and integrity will serve her well in her new position.

“It is a testament to not only Jennifer but the DMC and Memphis that Governor [Bill] Haslam and his family sought her out for this high-profile position. We know she will soar in her new role and will always carry Downtown Memphis in her heart.”

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Cover Feature News

Boom Town: Can Memphis Handle Its Growing Pains?

You’re pumping up Memphis at an out-of-town cookout. Sun Studios and Stax? Check. Barbecue? Check. Humble-brag on Memphis water? Check. Now it’s time to turn up the heat and break out that bit sure to set the HGTV crowd salivating — affordable housing. 

“You can get a lot of house for a lot less in Memphis,” you say. “It’s well-built stuff, too. Old craftsmans, bungalows, and cottages from the early 1900s. And I can walk to bars and bike to work.”

They ooh and aah appropriately (but you know deep down they’re thinking, “Well, at least I don’t have to worry about crime in my neighborhood.” And you’re all, like, oh my god, dudes, give it a rest).  

Memphis ends up on lots of lists. Still, our rankings don’t make the news like they used to. Remember how we were always among the dumbest, fattest, and sweatiest people in America, according to clownfart.com (or whatever)?

But there was one list we’ve always liked. For as many years as I can recall, Memphis has always ranked high in Kiplinger’s list of “most affordable cities.” We may not have downtown Nashville’s rolling hot tubs (not yet, lord help us), but you sure can get some major housing bang for your buck here. 

Here’s what Kiplinger’s had to say about the Memphis housing market this year, in which we ranked 4th for affordability across the country (up from 7th in 2018): “To say that real estate is cheap in Memphis is an understatement,” reads the story. “You can buy a home for less than $100,000, an amount that barely qualifies as a down payment in many of the most expensive U.S. cities you could live in.”

But there’s a rub. The needle moved up on the median home price between 2018 and 2019. If you stacked all the houses in Memphis from highest cost to lowest cost and picked one from the middle, that house has become $10,500 more expensive in the past year, according to Kiplinger’s. 

Is it a dark omen of things to come? Are we about to “It City” our way into some Nashville-style, crazy-expensive dystopia? Not likely, say the experts I talked to.

But business is booming here, if you haven’t noticed. No, construction cranes don’t litter our skyline like they do in Nashville. Our boom is different, more conservative, more Memphis, really. For one, we have plenty of empty houses and vacant land on which to boom, say those experts. Though, one Midtown real estate veteran I spoke with said supply is tight and it’s pushing up home values.   

But Memphis does follow one national trend. More people (especially younger people) are choosing to live in the inner city. They want to walk to restaurants, bike to work, and live among the old buildings that give a city its identity. 

And, of course, developers are eager to give these young customers a place to go. Consider South End — once a spooky, deserted warehouse district below South Main. The area now pulses with the thousands of residents who live, maybe work, but definitely play right around Tennessee, Georgia, or Carolina streets. They reside mostly in brand-new, fresh-looking apartment complexes like the ones at South Junction. Built by Henry Turley Co., the project is described as “part historic Downtown Memphis, part modern community.”

But some see the South Junction apartments and those around them as bland, cookie-cutter designs that belong in the suburbs, not historic Downtown Memphis. Aesthetics and historical alignment have been a source of controversy as developers continue to build modern-looking developments among the city’s more historic neighborhoods, such as Central Gardens and Cooper-Young. 

Call these all growing pains, if you like. The “Urban Renaissance” has been happening in cities all over the country for years, and most of them are experiencing similar pains. 

Photographs by Justin Fox Burks

More people are choosing to live in the inner city, sending development back Downtown.

LIKE IT’S HOT?

Okay, the housing market in Memphis is hot. We’ve all probably heard that by now. So, like, how hot are we talking here? 

Since 2014, investors have poured about $14.7 billion into 290 Memphis projects, according to data from Cushman & Wakefield Commercial Advisors, a local commercial real estate firm. These projects are industrial or commercial facilities, hotels, schools, parks, multifamily homes, and more — the engines of an economy. 

Here’s the hotness: 29 of those projects are complete ($520 million), 107 are under construction ($6 billion), and 158 are proposed ($8 billion). So, most of these projects aren’t even started yet. Big-money investors, it seems, believe in the future of Memphis. Which is undeniably hot.

That $14.7 billion figure does not include individual home builds (though it does include big, multi-unit projects such as The Citizen at McLean and Union). According to Chandler Reports, 639 single-home building permits were pulled in Shelby County last year. 

The number of homes sold was flat from 2017 to 2018, rising slightly from 18,871 to 18,957 sold, a .5 percent increase, year over year. But the average home price rose 4.4 percent across Shelby County — from $165,755 to $173,078. The price of that median home — the one plucked straight from the middle of the most- and least-expensive homes here — rose slightly (2.7 percent) from $130,000 to $133,540, according to Chandler. 

Tony Pellicciotti, a principal at local architecture firm Looney Ricks Kiss, puts it a bit more simply: “Memphis has turned the corner from being a market that was critical [of itself] and down on itself for so long to being one that actually has optimism and is thriving.”

Though Memphis rents may be on the rise, they’re still a bargain compared to other cities of comparable size.

Where Are the People?

On Memphis Facebook, there is often a common thread: “We’re building all this stuff — these apartment buildings and high-rises. Who is going to live in them?” It’s a fair question.  

About 100 people moved into Austin, Texas, every day in 2018. About 83 were moving to Nashville each day that same year, according to the most recent count. Both figures were down slightly from 2016 and 2017. 

From 2010 to 2018, the U.S. Census Bureau says about 3,729 people moved to Memphis (from 646,889 to 650,618). That’s about 466 people per year — around two-thirds of a person per day.

“Slow and steady” is how one consultant put the city’s household growth in 2017. Back then, the city hired Robert Charles Lesser & Co. for a snapshot of our market and some suggestions on how to build on our strengths. That study said we could expect about 1,300 new households here each year (assuming no major economic events) from now until 2040. 

Josh Whitehead, planning director of the Memphis and Shelby County Office of Planning and Development (OPD), says that while our growth rate “may look pretty good” to a Rust Belt city, Memphis is one of the slower-growing Southern cities. There are reasons for that, he says, and he didn’t mention crime even once. Chief among his reasons — isolation.

“For being on the east side of the Mississippi River, we’re probably further from another big city than any other [similar] metropolis,” Whitehead says. “You look at Atlanta and its synergy with Chattanooga now. Cities all up and down the Eastern Seaboard [have this synergy], and like in North Carolina with the Research Triangle.”

Asked who will fill all these new Memphis residences being built, Whitehead says it could be those who would have chosen to live in a subdivision in unincorporated Shelby County. Since those are drying up (thanks to city officials cutting new sewer taps to them), those people have to choose between living in a municipality (with amenities like sewer and trash pickup) or going it alone in rural Eads or elsewhere. Once they weigh city taxes against conveniences and transportation costs, many may choose to live in town, he says. Especially younger people.

Downtown’s narrative very much tracks that ongoing national story of young people seeking “authenticity.” Jennifer Oswalt, president and CEO of the Downtown Memphis Commission (DMC), says the area also gets a fair number of retirees or empty-nesters looking to downsize. But she’s seen an interesting trend among those just beginning their careers.

“A lot of people are making choices independent of their jobs,” Oswalt says. “It used to be the case that you wanted to be near where you worked. But now people are choosing where they want to live — even if it’s choosing a city — before they find a job. They may say, ‘I want to live in Memphis,’ come here, and then find a job.”

Those moving Downtown are, largely, coming there from other parts of Memphis. Oswalt said that’s the case for about 70 percent of those moving there. About 20 percent are moving from outside the Memphis region, and the other 10 percent are from outside Shelby County.

But Whitehead notes that the city does have a wider draw. Fortune 500 companies like FedEx, AutoZone, and International Paper call Memphis home. There are also huge medical device companies like Medtronic, Smith & Nephew, and Wright Medical here. And St. Jude Children’s Research Hospital draws employees from all over the world. 

Debbie Sowell, a veteran Midtown real estate agent with InCity Realty, says the draw for many of the new apartment complexes like The Citizen and Madison@McLean could be from the Downtown area’s medical education institutions — the Southern College of Optometry (SCO) and the University of Tennessee Health Science Center (UTHSC).

“We have a lot of med students with SCO and UTHSC, and they tend to have money,” Sowell says. “They’re going to rent these nice places with low maintenance. They’re going to be here for two to four years, and they’re going to sleep and study and not have much of a social life. The people who are living and enjoying Midtown, they want something a bit more roomy.”

Are We Still Affordable?

An email hit my inbox recently with a warning, bolded in capital letters: “RENTS ON THE RISE.” After two months of rent declines in Memphis, the email warned that the rental rate went up from April to May. Oh, no! Well, not so much. It turns out that rent rose by 0.3 percent, month-over-month, and it rose 0.8 percent from 2018 to 2019. That yearly growth rate in Memphis “lags the state average of 1.6 percent, as well as the national average of 1.5 percent,” according to Apartment List, which concluded: “Currently, median rents in Memphis stand at $700 for a one-bedroom apartment and $830 for a two-bedroom.”

In Tennessee, Franklin, at $1,310 per month, has the highest rent rate for a two-bedroom apartment. Around the country, Memphis rental rates are still a bargain. San Francisco ($3,100 per month) is the highest.  

At The Citizen, rental rates for a two-bedroom apartment are listed between $2,100 and $2,300 per month, according to its website. Two-bedroom apartments at The Chisca Downtown run from $1,350 to $1,800. At South Line (the new apartments at Central Station), two-bedroom units start at $1,640 per month.  

Sowell says she worried about her Midtown rental units when new apartment buildings began to spring up all over Memphis. 

“Then I thought of it on the flip side — there are some junky rental apartment buildings in Midtown that, for the owners, have just been cash cows,” Sowell says. “They’ve been making money, but they haven’t really made any improvements.”

She said she hopes the influx of shiny, new rental options will make landlords up their games as they realize they might have to improve their properties to compete.

Oswalt says affordability has been maintained in Downtown, at least with any project the DMC incentivizes. That program requires that 20 percent of the units in a building that gets DMC tax breaks be set aside for those making 80 percent of the area median income, a figure set by the federal government. 

Oswalt adds that more affordable housing is on the way for Downtown, pointing to projects such as 2nd Street Flats, being built by Elmington Capital, which specializes in more-affordable housing. Oswalt says new, affordable housing will also open soon in South City.

“We really do feel good about the number of affordable units coming along,” Oswalt says. “We continue to encourage that in any large development, we make sure they are growing both ends of spectrum. Our market study really does show that there’s an almost unlimited demand for affordable housing Downtown.”

Whitehead says Memphis has so many opportunities for infill development (building on vacant land or renovating existing buildings) in so many neighborhoods, “that I don’t foresee, in the future … our ranking as the most affordable city in America ever significantly changing.”   

“Is Midtown as affordable as it used to be?” Whitehead asks. “Part of me says you can still find apartments like I used to live in for less than $1 per foot. Are there as many? Maybe not.”

But, he says, many people are choosing the newer Midtown units, since they have more modern conveniences. 

Hey, where’s the porch in this place?

Fighting the Past and the Future

Take a drive around East Nashville. Tall, modern houses — seemingly hundreds of them — nestle among Cape Cods, craftsman bungalows, and mid-century ranches. It’s like an alien invasion, or Dwell magazine gone country.

It’s not yet the same in Memphis, but the new houses are here, popping up all around Midtown — not on the same scale as Nashville, but when you see them, the difference is jarring, like finding a Kenny G record at Goner. 

“We want a seamless transition, where you don’t turn the corner and go, ‘How in the hell did that get there?'” says Gordon Alexander, a longtime Midtown activist and president of the Midtown Action Coalition. “We just want something that looks pretty much like the neighborhood and blends in with everything else. Some of these things are hideous; that’s the only way to describe them.”

Memphis prides itself on its authenticity. Consider the Earnestine & Hazel’s slogan “ragged but right.” Some, like Alexander, fear that the new designs are an erosion of that authenticity, the slippery slope to Memphis becoming some bland, McDonald’s-land or (even worse) Nashville. 

Those new designs are a sign of Memphis’ growing pains — pains that have brought new money and new residents to town, but have also brought hours of angry comments at land-use and design boards meetings at Memphis City Hall. 

Many of the new designs come from developers looking to attract customers who want modern amenities, and who, just maybe, aren’t looking for that old-school, Midtown charm — or don’t care about it. 

Whitehead says much of the ire drawn by these new buildings comes from a single point — the garage faces the street. This type of new home construction was allowed because of the way Whitehead interpreted city code. As he read the code, garages could face city streets if they were set eight to 10 feet further from the street than the front door. Examples of this are numerous tall, new houses on Bruce, Blythe, and Carr in Midtown, each with a tiny covered porch leading to a front door next to a large garage door. 

Why is this a problem? Aesthetics, yes, but also porches. Memphis’ front porches are places to sit and be seen by your neighbors, places to say hi, to chat, to get to know your neighbors, and thus build a stronger community bond. Whitehead says he’s heard the complaints and is making a change.

Whitehead says his new deputy administrator Brett Ragsdale has dug into city code and the Unified Development Code (UDC), which was written by out-of-state consultants. Ragsdale found a section of code — totally separated from the UDC, Whitehead says — that prohibits garages facing streets unless that is the predominant style on the block. 

Whitehead says it’s taken nine years for his office to put together all the disparate sections of the Memphis zoning laws and code enforcement, and it is addressing that issue right now. His office is also tearing down a wall between the divisions that make zoning rules and those that review and enforce those rules, Whitehead says. All of this will refine the boundaries of future construction and align messages about it coming from city hall.    

The Citizen at McLean and Union

Can It Last?

That’s hard to say. Pellicciotti says the Memphis development community is “extremely conservative.” They’ve been watching as an influx of capital is pouring into town from around the country and world. The outside investors bring new ideas about the Memphis market — and the potential for a lot of fast growth, he says. “It’s something that everyone in the development community is monitoring and hoping to enjoy the growth curve, but also being cautious about how mature it is.”

Sowell says she’s watched the strong housing market soften a bit. “There’s a lot [of housing] that started at $330,000 or $315,000, but it needed a bit of work,” she says. “The agent probably thought they could get it, with the market just skyrocketing, but it wasn’t until it came down to under $300,000 that it sold. So, I think the expectation that I can get top dollar for my house even though it needs work is not as strong as it was about a year ago.”

CNBC rang an alarm last month as it tweeted, “Thinking of buying a house? Read this first: These 40 cities may be on the brink of a housing crash.” CNBC said a firm called GOBankingRates “evaluated cities based on multiple criteria: percentage of homes with mortgages in negative equity, foreclosure rates, delinquency rates on mortgage payments, homeowner vacancy rates, and rental vacancy rates” and ranked them. Yep, Memphis was one of those cities (ranked 35th).

There’s some comfort in the knowledge that cities across the country are growing, just like Memphis. And just like Memphis, they have the same growing pains and the same worries about the future. 

“It is some respite to know that we are no better or worse off than anybody else,” Whitehead says. “Although, because of our relatively slow growth, I bet we don’t have as many pains as some other cities. I mean, just look at Nashville.”

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Opinion Viewpoint

Build Up Not Out

Since the announcement of the proposed $950 million Union Row development, there has been much discussion about what this project means to Memphis and Shelby County. There is no question that an investment of this scale within our urban core signifies momentum. The concept is visionary. The investment is unprecedented. And the access it provides to the neighboring communities is game-changing.

DMC president and CEO Jennifer Oswalt

Memphis isn’t unfamiliar with revolutionary ideas — Piggly Wiggly, FedEx, and St. Jude were all born in the Bluff City. We are a community of out-of-the-box thinkers. We value diversity and creativity. And we demand that our progress be inclusive. The Union Row development’s forward-looking take on community not only raises the stakes for the property itself, but it also significantly changes the neighborhood by bridging two currently underserved areas with new access to food, jobs, and green space.

The area Union Row will occupy has been called the “donut hole.” The planned site spans a void between areas seeing significant public and private investment — South City, the Core of Downtown, and the Edge neighborhoods. Union Row will replace blight with active ground floors and well-lit streets. The planned project intends to bring a grocer, a park, a boutique hotel, office space, and over 700 residential units. These components will also bring more than 2,000 permanent jobs and over 4,100 temporary construction jobs.

In order to help make this monumental development possible, a Downtown Memphis Commission-affiliated board approved the TIF application for this project. A TIF is a win-win, allowing developers to borrow from future increased tax revenues which would not exist but for the development, and to invest those funds in public infrastructure to literally pave the way for the development. The TIF provides for these infrastructure enhancements while also allowing developers to span a gap in financial feasibility generated from their own project’s success. No property receiving a real property PILOT or TIF pays less property tax than it pays pre-incentive as a result of the PILOT or TIF.

Additionally, the city and county benefit by receiving 25 percent of the increased taxes during the TIF period. In the case of Union Row, this is almost $2 million more collectively to the city and county each year during the incentive period. Since the development will long out-live the incentive, the city and county will see exponentially increased tax revenue once the incentive period ends. The incentives are needed because the combination of high property tax and affordable rents does not always allow for feasible development.

The development team, Big River Partners, and its partners, led by LRK, Montgomery Martin, and Duncan Williams have a strong history of inclusive practices and are committed to building a complete team that is representative of Memphis. They are committed to meeting minority and women-owned participation goals of at least 28 percent and offering local minority ownership opportunities. A project of this size means great opportunity for partnerships and planning for minority and women-owned businesses. The DMC looks forward to helping fill the commercial and retail spaces with emerging and minority-owned Memphis businesses.

Union Row is catalytic, and along with another $4 billion of development in the Downtown pipeline, Memphis definitely has momentum. We are in the middle of a hotel boom and a corporate renaissance, with Orion, Oden, Southern Sun, DCA, Leo Events, ServiceMaster, B Riley, and Indigo Ag, among others, choosing to plant their corporate headquarters Downtown. Our riverfront is also changing, and it is clear that opportunity is calling. Union Row answers that call, and responds to Memphis 3.0’s mantra of “Build Up Not Out.”

The Women’s Foundation for a Greater Memphis and Urban Strategies, the Mayor, Planning & Development, Housing and Community Development, and Business Diversity & Compliance as well as Memphis Housing Authority and Memphis River Parks Partnership have worked hard to show Memphians what our next century should look like — inclusive. Together with developers, elected officials, and city and county leaders, the Downtown Memphis Commission is building a Memphis that is investible — a Memphis that has momentum and a Downtown for everyone.

Jennifer Oswalt is president and CEO of the Downtown Memphis Commission.

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News News Blog

1 S. Main Eviction Case Evokes Protest, New Legal Controversy

Laura Jean Hocking

About 100 people rallied outside City Hall on Monday, April 9th, to protest the pending eviction of artists and filmmakers Christopher Reyes and Sarah Fleming from their home at 1 S. Main.

“This rally was organized because we could not stand by silently as our friends and fellow artists were so ruthlessly mistreated by the new owners of the Madison, Aparium Hotel Group,” said Joann Self Selvidge of Memphis Women in Film, who organized the rally.

Self Selvidge said Fleming was a founding member of Memphis Women in Film and “vital to the Memphis film community. … Her list of awards and accolades is too long to cover here. But unless you know her personally, you might not realize the full extent of who she is outside of her career.

“So, I want you all to stop and think for just a moment what they are going through right now, as a family. As a mom, Sarah is struggling to explain to her 3-year-old daughter why mommy and daddy are packing up all of their belongings into big boxes in the middle of their living room floor.

In this past week since the court decision was made, her 9-month-old daughter, whom she’s still nursing, got baby measles, a virus that gave her a bumpy red rash all over her body. The entire family is suffering from the stress of an eminent forcible eviction from their home, their home that they have owned for 25 years.”

Chris McCoy

Musicians Will Sexton and Amy LaVere

Citing the examples of Austin and Nashville, musician John Paul Keith said “More and more, you’re going to see groups like Aparium coming into Memphis to try to make money off of the culture we create every day.

“If you look at Aparium’s website, it’s got a bunch of stuff about how they like to partner with local creatives. Well, we see what they really do to local creatives, and their actions speak louder than words.

“We need to speak with our actions as artists and be unified. We need to make sure we don’t give them the benefit of our labor. We need to make sure they realize what they have done, and how seriously we take it.

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“And I’ll tell you who else needs to understand that — City Hall and the county commission, the mayor’s office, and the Downtown Memphis Commission (DMC), who gave these people a $100,000 grant.

“Not only did Aparium get a $100,000 grant to do what they did to Christopher and Sarah, a Shelby County judge awarded them $102,000 in damages, adding incredible insult to injury.

“As far as I’m concerned, this is an absolute outrage and a crime. Like Woody Guthrie says, some people rob you with a fountain pen. That’s what happened to those guys — they were robbed.”

Reyes and his mother, Vernice Kuglin, who bought the property from Henry Turley in 1993, have filed an appeal of the March 27th to vacate their home and pay Aparium Hotel Group $102,000 in damages. Kuglin, Reyes, and Fleming declined to be interviewed for this article, citing the appeal and ongoing negotiations.

The ruling hinged on the interpretation of documents related to the Payment In Lieu Of Taxes (PILOT) program, which is administered by the DMC.

Article II, Section 28 of the Tennessee Constitution states that “all property, real, personal, or mixed, shall be subject to taxation,” except in the cases of property “held by the state, by counties, cities, or towns and used exclusively for public or corporation purposes.”

So, in order for governments to give tax breaks to developers looking to rebuild their city centers, the owners of the properties must surrender their titles to the DMC’s finance arm, which then leases it back to them.

Instead of paying taxes, the property owners technically pay rent to the Center City Finance Corporation (CCFC), a tax exempt entity. These PILOT leases contain a clause that gives the owners of the properties, who are technically called beneficial owners, an option to repurchase the properties from the DMC for a nominal amount. Then, the property is re-assessed and taxed at the normal rate.

“During the PILOT term, our CCRFC board is the technical owner of the property,” said Jennifer Oswalt, DMC president. “There is a $1,000 termination fee at the end of the PILOT period. This fee covers costs associated with the legal transfer of the property title. Our attorneys and the PILOT holder, or his/her attorney, monitor and execute this transaction.”

Paul Morris served on the board of directors of the DMC from 2003-2010, and then as president of the organization from 2010-2015.

“Chris Reyes and Sarah Fleming were very helpful to the Downtown Memphis Commission during my tenure there,” Morris said. “They were consultants to us as well as producers of many of the communication and marketing tools that we used to attract Downtown businesses. I got to know them as Downtown neighbors and folks that make the neighborhood better.”

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Morris is a lawyer who has reviewed all of the documents in 1 S. Main case, but he emphasizes that he does not speak on behalf of the DMC.

The PILOT program’s purpose, he says, “is to incentivize development of property and make it more valuable. The idea is, in certain cases, a property owner doing that would drive up their taxes so much that they would lose money on the deal.

“So, they wouldn’t do it in the first place. To incentivize them to improve their property, we don’t let them pay less in taxes, but we freeze their tax assessment at the pre-development level for a number of years.”

Current DMC head Oswalt says, “We have 107 active PILOTs, with an average remaining term of seven years. We cannot know the full value of the properties until they return to the tax rolls but these projects garnered over $1.3 billion in investment so far.”

Developer Henry Turley said the PILOT program has been vital to the redevelopment of downtown Memphis.

“We couldn’t have done virtually any of our products, save for the opportunities to do them with PILOTs,” Turley said. “When I added up 31 PILOT projects that I had done, including Mud Island, South Bluffs, the Cotton Exchange, Shrine Building, Paperworks … the total city and county taxes that were being paid pre-redevelopment was $190,000. The year I measured it, the taxes were over $7 million. It’s the best tool the city and county have to cause the redevelopment of the city.”

Turley first acquired the 1 S. Main property in 1986. In 1993, Reyes, then a freshly minted Memphis College of Art (MCA) graduate, and Kuglin, a pilot for FedEx, approached Turley about buying the building. But they could not secure enough financing, so Turley offered to sell them the second floor for $55,000.

“We created a condominium in the building for the purpose of selling — of conveying is maybe a more proper word,” said Turley. “I remember the lawyer [S. Joshua Kahane] shouted me down for using the term ‘sell’ — for conveying our beneficial interest in unit two of the condominium to Vernice and Chris, because we wanted to see it used as an art space and as a living space.

“When we conveyed it to them, it was totally unfinished, just exterior walls, floor, roof, and windows. We wanted to see it animated and used for the purpose it is being used for. We created a condominium for that purpose and sold our interest to them for their use and benefit.”

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After 30 years of redevelopment, such arrangements are now common Downtown.

“The Cotton Exchange Building, where I’m sitting right now, is a two-unit condominium, exactly like 1. S. Main,” said Turley. “They’re all like that.”

Under the terms of the PILOT lease, the sale — or, conveyance of the beneficial interest — was handled with a sub-lease which gave Reyes and Kuglin the option to buy the property for $1 when the PILOT lease expired, just like any PILOT beneficial owner.

At the time of the 1993 sale (or conveyance), the PILOT lease was set to expire in December 2001.

But in the late 1990s, then-DMC president Ed Armentrout spearheaded a 15-year extension of PILOT leases, with the funds earmarked for the construction of Downtown public amenities.

In 2001, when 1 S. Main’s PILOT lease was set to expire, it was instead extended. Critically, the original sublease with Kuglin and Reyes was not changed.

In 2007, Turley sold — or, conveyed his remaining beneficial interest in — the first floor of the building to the owners of the Madison Hotel, which is next door to 1 S. Main.

“We made it utterly clear to Muhommoud [Hakimian, Madison Hotel owner] that we were conveying to him our interest in the property, less that which we had conveyed to Vernie [Kuglin],” Turley said. “And we made it utterly clear to him in the public recording and discussions that Vernie had a right to buy her part of the condominium for $1 at the end of the PILOT lease.”

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Morris says that, before the current lawsuit, the question of ownership of the 1 S. Main condo was clear.

“There was no doubt in the minds of Chris or his mom [Kuglin] or Sarah or the person who sold it to them, who was Henry Turley,” Morris said. “And there was no doubt in the minds of the current owners of the Madison Hotel who, on May 3, 2016 wrote a letter to the Center City Finance Corporation in which they acknowledged that the property they were acquiring did not include the condo that Chris and Sarah occupy.”

The Aparium Hotel Group purchased — or, were conveyed beneficial interest in — the Madison Hotel and the 1 S. Main building in June 2016. In December, 2016, the PILOT extension expired, triggering the new owner’s option to get the title from the Center City Finance Corporation.1 S. Main LLC, the company Aparium Hotel Group created to administer the building, exercised its option on June 14, 2017.

Morris says that in his experience, “It’s very typical in these PILOT leases for the beneficial owner — who is technically the lessee under the PILOT lease — once the PILOT term has expired, to take many months, if not over a year to exercise their option to gain title.

“It was routine for the title holder — in those cases being the Center City Finance Corporation — to execute quit-claim deeds in favor of the beneficial owner long after the PILOT term ended.”

Oswalt said, “In this specific case, there was a sublease which included a purchase option at the end of the PILOT. It is common for PILOT holders to enter into subleases during the PILOT term.

“Such subleases are legally ‘attached’ to the PILOT lease; however the, Center City Finance Corporation/DMC are not involved in such subleases in any way. Practically and legally, these agreements are between the PILOT holder and the sublease tenants.”

On July 25, 2017, Aparium Group filed a lawsuit in General Sessions court claiming that Kuglin and Reyes were in violation of their sublease agreement and seeking to evict them.

“It struck me as unfortunately being in the wrong court,” says Turley. “It seems to be a question of title. It’s an extraordinary case to be in General Sessions court, which is typically a landlord-tenant court.”

Morris says, “What’s interesting to me about that is, this major corporation with accountants and lawyers, took six months after their lease ended to exercise their option to acquire title.

“After filing for the forcible eviction, without giving Chris any notice on July 25, 2017, on Dec. 19, 2017, they filed an application for an incentive [grant] with the Center City Development Corporation in which they represented that there were no civil proceedings pending by them. That is false. They submitted an application that contained a false statement.”

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The 1 S. Main LLC was awarded a $100,000 grant to improve the facade of the building.

“We understand the legal action was taken after the application was received by the DMC,” says Oswalt. “The grant was approved but has not been paid, as it is a reimbursable grant paid upon proof of completion in accordance with all requirements.

“The DMC’ s exterior improvement grant program is designed to incentivize property owners to improve their building facades. The Madison Hotel owners applied for and met all of the eligibility requirements for this program, which must be administered fairly and without bias by the DMC. The DMC supports positive facade improvements and we welcome investment into Downtown Memphis.”

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In court on March 27, 2018, Aparium Hotel Group’s lawyers argued that the facade improvements covered by the grant applied only to the downstairs of the property, and not to Reyes’ condo.

When the eviction ruling was handed down on March 27th, the news sent shock waves through not only the film and arts community, but also the legal community and Downtown property holders.

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“What a dreadful miscarriage of equitable justice,” says Turley.

“This is the first time I’ve seen a beneficial owner under a lease like this be divested of their title,” says Morris. “I have never seen a situation where someone who held the beneficial ownership of a property Downtown, via PILOT lease or PILOT sublease, which this is, where it is questioned whether they are ultimately the ones to regain title.

“As far as I know, no one has ever questioned that — and I don’t want to name names of other major property owners downtown who don’t own title to their properties, but everyone assumes … not just assumes, knows that they’re the beneficial owners.”

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Part of Aparium Group’s winning argument was that the sublease Kuglin and Reyes had under the PILOT lease expired in 2001, when the PILOT was renewed, and that they failed at that time to exercise their option to purchase, and thus their option had expired.

But Morris says there is no time limit to exercise the option specified in the sublease or in any other agreements.

“Looking just at the terms of the sublease in isolation, one could conclude that Kuglin had an option to gain title for a dollar as of Dec. 30, 2001,” Morris said. “But as a matter of fact, it would have been impossible for her to exercise her option at that time, because the party with whom she had executed the sublease didn’t have title.

“Title was still with the Center City Revenue Finance Corp., and pursuant to the PILOT lease extension, would remain with the Center City Finance Corp. until Dec. 15, 2016 at least.

“As we saw in this case, it stayed with the Center City Finance Corp. until June 14, 2017. What that means is, the first moment that Kuglin or Chris Reyes could have possibly gained title under the sublease, pursuant to their $1 option, was June 14, 2017.

“That was a publicly filed document, but no one gave them notice that 1 S. Main LLC had acquired the title on June 14, 2017. About a month later, they got sued. They never got a real chance to exercise their option.”

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Could this ruling set a precedent with ominous implications for other downtown property owners?

“I don’t know,” Morris said. “I think given the opportunity to present all of the facts in evidence, a judge on appeal will likely find the other way. … The implications beyond private agreements are limited.

“It’s important to note, because some people think that this was a PILOT lease, or that the DMC could have stepped in legally and done something, and that’s just not the case.

I think this is a purely private legal dispute, but it does have public implications because of the fact that the nature of the PILOT program, which is what’s involved with this as a master lease, does make the situation more complicated, and led to the confusion here.”

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Speaking at the protest in front of Memphis City Hall on April 9, Pat Mitchell of the Beale Street Caravan radio show said, “This is a watershed moment. We have a crucial choice in front of us: Do we stand by the side of artists and creatives, or do we stand with those who want to harm artists and creatives?

“This is a simple choice. If creatives are a key part of our strategy to attract businesses and investment to Memphis, we need to value creatives and who they are first. We need to keep them in their homes, keep them contributing to their city.”

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DMC President Hopes for ‘Solution’ on Artist Eviction

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Downtown Memphis Commission (DMC) president Jennifer Oswalt said in a Tuesday statement that she hopes to “find a solution that works for all” on the recent eviction of Downtown artists from their home of 25 years.

While Chris Reyes and Sarah Fleming have begun packing up their belongings from their longtime home at 1 S. Main, Tuesday’s statement from Oswalt shows further relief on the situation could be ahead.

Here’s Oswalt’s full statement posted to the DMC Facebook page on Tuesday: DMC

Oswalt

“Some of our online community may be aware of the conflict regarding Downtown residents Chris Reyes and Sarah Fleming.

Christopher Reyes and Sarah Fleming are an integral part of what makes Downtown Memphis what it is: interesting, colorful, engaging. Their creativity and dedication to this city and Downtown Memphis deserve to be heralded.

The Downtown Memphis Commission has a long history of collaborating with Chris and Sarah on multiple projects and supporting their work in Downtown. We believe their contributions have made Downtown better.

The investors who purchased the Madison Hotel were no doubt attracted to the neighborhood in part because of its authentic Memphis vibe, a vibe that Chris and Sarah helped create.

We believe in a Downtown Memphis that includes Chris and Sarah. And we have never stopped looking for ways to help make that happen. We are a community of creatives, artists, musicians, and makers. This creative heritage is what gives Memphis its very soul and authenticity. And we work every day to preserve it.
[pullquote-1] We have expressed our concerns to the stakeholders of 1 S. Main LLC and hope that our appeal and those from other community leaders will help them to want to find a solution that works for all.

The Downtown Memphis Commission was created to develop Downtown for the betterment of the entire region and is tasked with increasing population and property values in our core city.

It isn’t always an easy or straight-forward job, but we work every day to preserve what is good and great in our city and to nurture what can be even better.

—Jennifer Oswalt, Downtown Memphis Commission”