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SR-410-001 (34) ae/Rrt )-c AUG 1 9 1916 I C/ED:EDD:ERF:PW council Meeting: 8/19/86 Santa Monica, California TO: The Mayor and City Council FROM: City staff SUBJECT: Adoption of Third Street Mall and Downtown Assessment District and Maintenance Fee and the Approval of Necessary Documents to Issue certificates of Participation to Finance Recommended Public Improvements INTRODUCTION This report requests that the City Council hold a public hearing on the proposed Third Street Mall and Downtown Assessment District and Maintenance Fee and, following such hearing, confirm the proposed assessment and fee. In addition, the report recommends that the City Council take all necessary steps to approve the attached documents confirming the issuance of Certificates of Participation to finance proposed public improvements to the Third Street Mall and immediate Downtown area. BACKGROUND On August 12th, the City council adopted the Third Street Mall Specific Plan and Final Environmental Impact Report. These actions culminated a two year planning effort to establish a comprehensive program for the revitalization of the Third Street Mall and immediate Downtown area. The Mall Specific Plan provides property development and design standards, an operations - 1 - de-1m ?-c AUG J 9 J9n and maintenance program, recommendations for phasing public and private improvements, and a financing program to initiate the Plan's immediate implementation. To date the City Council has taken various steps to implement the financing program. On July 8th, the city Council adopted Procedural Ordinance No. 1377 (CCS) establishing the process by which the City may create assessment districts and the method of levying and collecting assessments. By separate action, the city Council has authorized the procurement of bond counsel and ~necessary financial consultant services to prepare the assessment district and financing program. On July 22nd, the Council adopted Resolution No. 7255 (CCS) declaring its intent to establish an assessment district to finance the recommended public improvements and to establish an annual operation and maintenance fee. The proposed assessment district would place a lien against each parcel of real property in the area and require each property owner to pay a semi-annual assessment to the City to finance the cost of physical improvements. Area businesses would be required to pay a fee for the anticipated annual costs associated with the operation and maintenance of the area in an annual amount not to exceed five (5) times their City Business License Tax or $15,000, whichever is less. since the Council's last meeting in July, City staff has held a series of meetings with property and business owners, the Third street Development Corporation, the Chamber of Commerce, and the - 2 - respective property and merchant associations to discuss the financing program, the assessment district, maintenance fee and adoption process, as well as to answer individual and group inquiries relative to the proposed levy. A public meeting was also sponsored by the Third street Development Corporation, the Chamber of Commerce, and the Merchant and Property Owners' Associations on August 5th a~ the East Wing of the Santa Monica civic Auditorium to provide i~formation and address questions by the public and local users of the Mall. ~Pursuant to City Ordinance No. 1377 (CCS) , legal notices of the August 19th public hearing by the City Council were published in the Evening Outlook on July 25th and 31st and again on August 4th and 11th. A legal notice and informational packet was also mailed to all property owners and businesses within the district on July 25th. similar legal notices were physically posted in various locations throughout the district on that date. Each of these notices included the date of the public hearing and where to request additional information. During this period, City staff has also worked with bond counsel and financial consultants to prepare all necessary documents by which to proceed with the issuance of tax exempt securities to finance the proposed public improvement program. These documents are attached for review and consideration by the Council and are discussed in greater detail in the subsequent sections of this report. - 3 - FINANCING PROGRAM There are two major program components for financing the recommended public improvements to the Third street Mall. These are: (1) the cost of the physical improvements to be charged against property owners through the assessment district and, (2) the operation and maintenance fee to be charged against businesses. In each case, there will need to be an additional amount contributed by the City toward each of these costs. Jointly, these program components allow the City to proceed at this time with the issuance of certificates of participation to finance the recommended public improvements, pursuant to the adopted Third street Mall Specific Plan. ASSESSMENT DISTRICT On July 15th, the City Council adopted the attached Third street Mall and Downtown Assessment District Report by Katz, Hollis, Coren & Associates, Inc. which provided a general description and specifications of the work to be undertaken and improvements to be made in the district; an estimate of the cost of the improvements: a map indicating the boundaries and zones within the district and, by reference, each parcel within the district; and the proposed assessment for the cost and expense of the proposed improvements. The report also specified the method for the assignment of the levy and the method of collection. Under the proposed assessment district, the existing Downtown Parking and Business Improvement District, which was established - 4 - in 1965 to finance parking improvements, would be eliminated and the City would defease the existing bonds (outstanding principal amount: $3.0 million). The defeasance of the existing bonds will be accomplished though a general fund appropriation at this time, which will be partially offset by a subsequent action to appro- priate redevelopment funds for this purpose. All funds for this purpose have been previously reserved for the Mall. A new district would be created with geographic boundaries coter- minous with the previous district. The public improvements ~recommended in the Mall Specific Plan would be financed through a new annual levy to be charged each parcel based on the gross floor area of existing improvements and the degree of benefit assigned to that parcel from the improvements to be made. The new assessments would not be collected from area property owners until approximately one year after the adoption of the new dis- trict by Council. The Katz, Hollis report establishes three (3) zones for allocat- ing costs and benefits within the new district. The assigned levy is based on the annual cost associated with the financing of the improvements benefiting that zone. As is the case in the existing district, all parking improvements are assumed to bene- fit all parcels in the district equally, therefore their cost has been equally assigned to all parcels in the new district. The same has been assumed for all traffic and circulation improve- ments to be constructed in the district. Individual common area and associated pUblic improvements costs have been been assigned - 5 - to those zones that will actually have these improvements con- structed in their area. Figure 1. graphically depicts the bound- aries of each zone and Figure 2. presents the cumulative costs for each major component in each zone. rhe proposed assessment district provides a credit for those par- cels which provide for their own parking and for religious and educational institutions that do not use their facilities on a \ I full-time or peak period basis. An annual credit against the ! parking component of the total levy is provided in direct propor- .tion ~o the amount of code parking provided either on site or within 300 feet of the site. Any property owned or held in trust by a non-profit corporation or entity and used exclusively for religious purposes and/or the care of children shall be given an annual credit equal to 6/7ths (85.71%) of their total annual assessment. As of June 30, 1986, any new development that provides for a net increase in square footage and parking demand will be required to pay an additional annual assessment equal to $1.50 per net in- crease in gross square footage. This amount will be used to finance additional parking and related improvements with the goal of maintaining adequate parking facilities to accommodate antici- pated future growth in the area. ~Based on the Council's request of July 15th to review the amount f\ of the proposed levy for residential units, it is staff's recom- - ~ mendation that an additional credit for residential square --- ---- ~e be added to the Katz, HOllis, Coren & Associates Repo~t - 6 - ~ of JUJ:Y--1:QJ____l-_~_~_~__~~.1is _~~.~-~cation is based on the off-peak nature of residential parking, and would read as follows: "3. A credit shall be allowed annually to any owner within the district against the parking, the common area, alley and sidewalk imptiovements,' and the additional levy as follows: \ A. The credit may be claimed by any owner within the district for any parcel in the district provided the owner develops or maintains residential units on-site; B. The amount of the total square footage that is in residential use shall be eligible to receive a credit based on the following: i. 50% against the parking component; ii. 100% against the common area, alley and sidewalk improvements; and iii. 50% against the additional levy." Under this credit, residential square footage in all zones would pay a maximum of $.17 per square foot per year rather than $.33 to $1. 07. The corresponding assessment for new residential square footage would be $ . 7 5 rather than $1. 50 . This reduced rate will also serve as an incentive for the development of new residential space, which was an interest expressed by Council. MAINTENANCE FEE At its July 15 meeting, the city council also adopted a resolu- tion declaring the City's intention to adopt an ordinance to levy a fee for the operation, maintenance and replacement of improve- ments in the district. The proposed maintenance fee would be levied against all businesses in the district and would be equal to five (5) times the City's Business License Tax as established by Article VI of the Santa Monica Municipal Code. The fee would - 7 - Cld4 k be collected in the same manner and subject to the same penalties as the Business License Tax. The city Council by resolution would be able to adjust the annual amount of the fee, not to exceed five (5) times the Business License Tax or $15,000, whichever is less, and to the extent that revenues from the fee do not exceed the cost of the operation, maintenance and repair of the improvements. Currently the City spends approximately $670,000 per year for the district's common area and parking structure maintenance, opera- .tion and security costs. This amount is estimated to increase to $800,000 per year in 1986 dollars once the pUblic improvements are constructed. TABLE 1 on page 9 provides an estimate of the amount to be paid by each major business category for the proposed maintenance fee based on the Citywide Business License Tax and the last full year (FY 1984-85) for which gross sales receipts are available for businesses in the district. In total, it is estimated that ap- proximately $600,000 will be collected annually. In terms of impact on the existing businesses, 82% of the total businesses would pay an increase of less than $25 per month over what they paid in 1984-85. Only 6% of businesses would realize an increase of over $200 per month. - 8 - H ~ ~ l:Q Fl: E-l ~ Pol ~ E-l t1.l t1.l r>::l Z H t1.l ::J l:Q ~ l:Q ~ t1.l Fl: r>::l ~ t> Z H r>::l r.:l ~ t1.l Z o H E-l ~ r.:l Pol o r.:l t> Z Fl: Z r.:l E-l Z H ~ ~ o E-l Z ::J o ~ 4-1 s:: 0\01 o cO . ..c:0 +l+ll=l () roQ)O ~~O l=lON I H~~=!*= . 4-1 g 0\01 00 o +'N ()~ ~6 I !=It{')=!*= H~ . ~ g 0\01 0\ +l'<;J' ()~ rol ~~~I H~ 4-1 s:: 0\0 I o ro ..c:. +l+l0 () l=l ro UJ ~UJt{') ~~~~I UJ (l) UJ r-lUJ ro Q) +lS:: O-..-j E-t UJ ~ a:l UJ~ UJ l-l (l) 0 -~ OJ UJ+J ~ rd a:lO 0\0 0\0 C"'l CO N I I ~ rl ~~~ I II~ 0\0 0\0 O\COC"'l~'<:!'O\ rl 0\ N '<:!' rl Nlco rlrlrl '<:!' 0\0 0\0 ~rlN -:l'C"'l ~ N N I NI~ 0\0 0\0 NC"'lC"'l'<:!'NN CO CO r--O"I 0\ CO 0\ N 0\ t{') 0\1"<f ~Nr--rl"<fC"'l rlrl "<f rl \D CO CO ~ C"'l1C"'l O"<fOrlt{')t{') Nrlrl Q) r-lrl ro ro s:: Ul o OJ -..-j rl Q) Ul 0 riOUl..c: rl -..-j -..-j OJ :?; l-l rd ro:>4-I'-....Q)+J +J l-l 0 t1'..c: 0 OJ OJ l-l<H+lE-t P:;UlP.~O - 9 - o l=l '-.... o o N ~ s:: cO ..c: +J (l) ~ o l=l 4-1 o Q) tIl cO Q) ~ () s:: ...-j s:: cO :>1 cO ~ "0 ri ~ o :=: ..c: () ...-j ..c: :=: UJ Q) UJ Ul Q) s:: ...-j Ul ~ .Q Q) Ul o .e +J ~ o lH +J () cO ~ l=l -..-j riUJ ro :=: -..-j 0 ()rl S::ri cO 0 S::4-I ...-j 4-ItIl CU Q) .eUJ E-t-..-j o l=l Q) tIl ro Q) ~ () s:: H Q) OJ Ii.. UJ s:: o -..-j +l ro ~ OJ o Q) o J::: cO s:: Q) +l s:: -..-j CU ~ 4-1 o +J s:: ~ o l=l rc:t: s:: CU .eo +10 o Q)rl ~m- o ~ o rlO t{')o COrl m-m- rl 01 at{') "<fCO m-m- 001 00 N<;;J' m-m- UJ UJ OJ 4-IJ::: O-..-j Ul 0\0 ~ a:l UJ~ Ul ~ Q) 0 -~ Q) Ul+l ~ cu a:lO rl I I Irl I NNj<;;J' N C"'l <;;J'IO\ C"'l r-- r--I~ ~ N C"'llrl MMC"'l rl ro s:: o UJ-..-j Q) UJ ri()UJri -..-j -..-j OJ cu ro:>4-I+I +ll-lOO Q)Q)~E-t P:;UlP< The City Council requested staff to consider alterations of the maintenance fee to ensure reasonable equity throughout the dis- trict for different types of uses. Staff was asked to consider whether retail uses should be charged at a higher rate than other business license holders, and, along the same lines, if ground floor uses should be charged more than upper floor uses. In examining the relative contributions of retail uses versus other professional and service uses, it was determined that retail businesses will pay a higher proportion of the fees than their' proportion of building square footage . Relative to the total amount to paid by each business type, approximately 64.4% of the total estimated annual revenue of $600,000 would be paid by retail merchants. Professionals would provide approximately 29.8% of that total. The remainder would be paid by the balance of other businesses in the district. This is especially impor- tant when according to the Third Street Mall Specific Plan, only 40% of the total existing square footage in the district is in retail use. Thus, retail uses will in fact be carrying the majority of the maintenance fee burden. On the issue of ground floor versus upper floor charges, the Mall Specific Plan (MSP) encourages the use of rear ground floor space for offices and eliminates the current restriction of this space to retail uses. The MSP also permits all ground floor uses on the upper floors. Thus, floor levels would not appear to be a 'valid way of distinguishing uses more potentially "visitor inten- sive" (i.e. receiving more business benefit from the improvements - 10 - in the district) from those less so. Also, medical office use, which is considered highly visitor intensive, is conditionally permitted on all levels in the MSP. Therefore, modifications to the fee structure based on floor level are not recommended. It should be noted that at the recommended level of maintenance fee, total revenues will not meet all costs. At this time it is estimated that the City's General Fund will need to absorb the deficit between the maintenance fee collected and the costs of operations and maintenance on an ongoing annual basis until such ~time ~s gross sales receipts for the district have sufficiently increased such that the maintenance fee revenues equal expendi- tures. Thereafter, the multiple for calculating the maintenance fee may be lowered; that is, the five (5) times the Business License Tax coefficient can be reduced to reflect the total amount then needed to cover the cost of operations and maintenance. staff believes that these fees are reasonable and should be im- plemented immediately, especially given the level of priority that is placed by area users on the need for adequate maintenance and security. However, should the city council wish to phase in the fee to soften its impact on businesses, it is recommended that collections in the first year be set at 75% of the fee, rising to 100% in the second year. This would require that the General Fund increase its commitment to meeting the anticipated shortfall by an additional $150,000. - 11 - CERTIFICATES OF PARTICIPATION Under the proposed financing program, approximately $13.0 million in Certificates of Participation will be sold to private inves- tors in order to finance the construction of the recommended public improvements program. The value of the certificates of Participation will be evidenced by a new lease by the City and the Parking Authority for the long-term leasing by the City of Downtown Parking structures Nos. 1 and 3 (located between Santa Monica and Wilshire along Fourth street). These structures have been estimated to have a fair market value greater than the amount of the Certificates and would be released as collateral from the existing 1966 master lease the City holds with the Park- ing Authority for the six structures in the district. The exist- ing master lease for the remaining structures would be modified to reflect these changes and the need to maintain prior terms and conditions of the lease. Proceeds of the sale of Certificates will be used to fund the $6,071,368 common area and related circulation improvements and the $4,155,000 of the first phase parking improvements which include the construction of 300 new spaces. TABLE 2 below provides the estimated Sources and Uses of the approximate $13.0 million of Certificates of Participation to be sold. - 12 - TABLE 2 CERTIFICATES OF PARTICIPATION THIRD STREET MALL IMPROVEMENTS PROJECT Estimated Sources & Uses Sources: Total Sources $12,965,000 73,738 $13,038,738 Certificate Proceeds Accrued Interest Uses: Total Uses $10,226,368 1,139,019 970,767 324,125 304,721 73,738 $13,038,738 Construction Costs Debt Service Reserve Fund Capitalized Interest Underwriters Discount Costs of Issuance Deferred Interest The total amount of the issuance size is somewhat smaller than the prior $13.2 million amount that has been used in all of the City'S estimates to date. These numbers reflect the prevailing interest rate (7.9%) as of the writing of this report. Throughout the term of this effort, interest rates have continued to increase although well within the maximum interest rate cap (8.774%) which has been used to calculate the maximum annual assessments for each parcel in the proposed district. Overall fluctuations in interest rates are expected to continue. It is anticipated that the range in fluctuations may increase as the September 1st date for enactment of the congressional Tax 'Bill draws near and a greater number of offerings are brought to - 13 - market within this period. This may increase the overall rate of interest for such offerings. Prior to final action on this matter by Council on August 19th, City staff will present an addendum to this report in order to apprise Council of the latest information relative to the bond market and to the City's proposed issuance. This addendum will provide Council with a staff assessment of these conditions and an overall recommendation. In order to proceed at this time however, it is necessary for the City Council and the Parking Authority to correspondingly approve 1. documents which are noted and briefly summar~~, <;LP- (]I . {"q-1-OJ 't16!1t ~~::~W- ' APprova:~~: . ~ tr ~esolution confirming the proposed assessment, ordering the improvements to be made, and the County Assessor to collect the levy; A Lease and option to Purchase Agreement between the city, as lesse and the Parking Authority, as lessor pertaining to Parking structures Nos. 1 and 3; the attached below: City Council 2. 3. A Trust Agreement by and among the City, Parking Authority and First Interstate Bank of California, as Trustee providing for the execution and delivery of the certificates of Participation and procedures for establishing the various funds for deposit and payment of monies; 4. An Assignment Agreement whereby the Parking Authority assigns its right to receive lease payments under the proposed Lease to the Trustee; 5 An Amended and Restated Lease Agreement between the City and the Parking Authority mOdifying the existing master lease for the remaining Downtown Parking structures; and - 14 - 6. A Resolution approving the issuance of Certificates of Participation, execution of the above referenced agreements, and authorizing actions as to the other related matters. Parking Authority Approvals: 1. A Lease and Option to Purchase Agreemnent by the City as lessee and the Parking Authority as lessor pertaining to Parking structures Nos. 1 and 3; 2. A Trust Agreement by and among the City, Parking Authority and First Interstate Bank of California, as Trustee providing for the execution and delivery of the certificates of Participation and procedures for establishing the various funds for deposit and payment of monies; 3 . An Assignment Agreement whereby the Parking Authority assigns its right to receive lease payments under the proposed Lease to the Trustee; 4. An Escrow Agreement approving the defeasance of the 1966 Parking Authority Lease Revenue Bonds; S-. An Amended and Restated Lease Agreement between the City, as lessee and the Parking Authori ty, as lessor mOdifying the existing master lease for the Downtown Parking structures; and 6. Resolution certificates the above authorizing matters. approving the issuance of of Participation, e~ecution of referenced agreements, and actions as to other related BUDGET/FISCAL IMPACT Funds are currently available in the General Fund Balance from which to defease the outstanding principal balance of the existing 1966 Parking Authority Lease Revenue Bonds. Upon sale, and the receipt of the proceeds from sale of the certificates of Participation, appropriations will need to be authorized for - IS - capital account numbers 01-720-263-000-920 for $4,155,000 to finance parking improvements and 01-720-263-000-921 for $6,071,368 to finance the common area and circulation improvements. In order to defease the existing bonds, $2,204,151 must be appropriated in account number 01-720-263-000-914, which when added to the existing 1966 Bonds reserve of $483,825 will yield the amount required to be set aside now to defease the full $3.0 million outstanding debt. In a subsequent staff report, the Redevelopment Agency will be asked to appropriate $1,497,000 in redevelopment funds to partially offset this expenditure. RECOMMENDATION It is staff's recommendation that the City Council: \.1. Adopt the attached resolution confirming the Assessment as modified in this report, ordering the proposed im- provements to be made; and designating the County Tax Collector to collect and receive the levy; 2. Introduce the attached operation and Maintenance Fee Or- dinance for first reading by the City Council; and 3 . Adopt the attached resolution providing for the issuance of certificates of Participation, the execution of the Lease Agreement, Trust Agreement and Contract of Pur- chase, and the authorization to prepare Official state- ment and other matters related thereto. 4. Appropriate $2,204,151 to account number 01-720-263-914. Ybfo~ ~fYUJVd/~~ ~.#l~ . () ~~.f<i /ii:<- /$fZ- JIolltJ ~ <i-~ 4plt IV-', {hA;W ~ fr1ai( 'V. ~ ~if, 1Aof-nd - ~ cxUZd- r~ ~~ ~u>>- -r:n#f ' - 16 - It is staff's recommendation that the Parking Authority: 1. Adopt the attached resolution providing the issuance of Certificates of Participation, execution of the Lease Agreement, Assignment Agreement, Trust Agreement, Con- tract of Purchase and Escrow Agreement, and authorization of other matters related thereto. Prepared by: Peggy Curran, Director Community and Economic Development Department Ernesto R. Flores, Manager Economic Development Division Linda Moxon, Deputy city Attorney Attachments: 1. Resolution (City Council) 2. Resolution (City Council) 3. Resolution (Parking Authority) 4. Attached Agreements copsr - 17 - I I /' ('. ''') '0"'18 30Yld YO/NOW V lNVS f-- - "." II' -2- - V N r--- . . I: I: Ii , II I ! . I I I: _ .: - 1M'18 :~; - ,.,# .. . ~- - V N -- ___AYM_. ------___1 . 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