West Palm Beach Community Redevelopment Agency AGENDA. July 17, :00 P.M.

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1 West Palm Beach Community Redevelopment Agency AGENDA July 17, :00 P.M. IN ACCORDANCE WITH THE PROVISIONS OF THE AMERICANS WITH DISABILITIES ACT (ADA), PERSONS IN NEED OF A SPECIAL ACCOMMODATION TO PARTICIPATE IN THIS PROCEEDING SHALL, WITHIN THREE DAYS PRIOR TO ANY PROCEEDING, CONTACT THE CITY CLERK'S OFFICE, 401 CLEMATIS STREET, WEST PALM BEACH, FLORIDA 33401, {(561) } MAYOR GERALDINE MUOIO CITY COMMISSION PRESIDENT CORY NEERING COMMISSIONER PAULA RYAN COMMISSIONER SYLVIA MOFFETT COMMISSIONER KEITH JAMES COMMISSIONER SHANON MATERIO ADMINISTRATION CRA EXECUTIVE DIRECTOR, JON WARD CITY ATTORNEY, KIMBERLY ROTHENBURG TREASURER, MARK A. PARKS CITY CLERK, HAZELINE CARSON 1. ROLL CALL CIVILITY AND DECORUM: The City of West Palm Beach is committed to civility and decorum by its officials, employees and members of the public who attend this meeting. The City Code, Secs. 2-31(8), 2-31(18) and 2-31(22), provides in pertinent part: Officials shall be recognized by the Chair and shall not interrupt a speaker.

2 FINAL CRA AGENDA Page 2 Public comment shall be addressed to the City Commission as a whole and not to any individual on the dais or in the audience. Displays of anger, rudeness, ridicule, impatience, lack of respect and personal attacks are strictly prohibited. Unauthorized remarks from the audience, stamping of feet, whistles, yells and similar demonstrations shall not be permitted. Offenders may be removed from the meeting. COMMENTS FROM THE PUBLIC FOR NON-AGENDA ITEMS: COMMENTS FROM THE BOARD: ADDITIONS / DELETIONS / REORGANIZATION OF AGENDA: CONSENT (2 4): 2. Minutes of the Special Community Redevelopment Agency Meeting of May 1, Agenda Cover Memorandum No.: 1474 Approve the Minutes of the Special Community Redevelopment Agency Meeting held on May 1, Minutes of the Community Redevelopment Agency Meeting of May 8, Agenda Cover Memorandum No.: 1475 Approve the Minutes of the Community Redevelopment Agency Meeting held on May 8, Minutes of the Community Redevelopment Agency Meeting of June 5, Agenda Cover Memorandum No.: 1476 Approve the Minutes of the Community Redevelopment Agency Meeting held on June 5, RESOLUTIONS (5 8): 5. Resolution No approving the proposed mural project for the Tamarind Corridor and approving license agreements with the property owners allowing for the installation of the murals on the buildings.

3 FINAL CRA AGENDA Page 3 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY APPROVING THE MURAL PROJECT FOR THE TAMARIND CORRIDOR; APPROVING LICENSE AGREEMENTS WITH THE PROPERTY OWNERS OF 1020 AND 1029 N. TAMARIND AVENUE TO ALLOW FOR INSTALLATION OF THE MURALS; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. Agenda Cover Memorandum No.: 1477 Approve Resolution No Background: The Agency was approached by Street Art Revolution to create a cluster of Murals along the Tamarind Avenue corridor. Street Art Revolution is an artist collective based in West Palm Beach and responsible for several projects in the Downtown and Northwood including notably the mural located on the east elevation of the building located at 518 Clematis Street featuring Prince and the Kaleidoscope on the Square project in Northwood. The Northwest Cluster Murals project initially was intended to consist of three (3) murals in close proximity along Tamarind Avenue creating an "art intervention cluster". However, the Agency opted to fund collaboratively with Art in Public Places to produce one mural at 1020 N. Tamarind Ave (Louis Armstrong) and to fund one local artist to produce the mural at 1029 N. Tamarind ("cute" little black girl). The location for the third Mural was not approved by the building owner. Art in Public Places approved both murals and will fund fifty percent of the cost for the Louis Armstrong mural at 1020 N. Tamarind. Staff is recommending approval of Resolution No approving the mural project and approving license agreements with the property owners. Fiscal Note: Partial Funding by AiPP. 6. Resolution No authorizing a Lease Agreement between CRA and American Legion Post 199, Inc., for the approximately 2,541 sq. ft. space located at 1020 NW 11th Street on a rent free basis in exchange for constructing certain improvements at the property. Resolution No authorizing a Sub-Lease Agreement between the CRA and the Northwest Community Consortium, Inc., for the 2,541 sq. ft. portion of the property located at 1020 NW 11th Street. RESOLUTION NO : A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING A LEASE AGREEMENT BETWEEN THE AMERICAN LEGION POST 199, INC. AND WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY FOR THE LEASE OF A PORTION OF THE PROPERTY LOCATED AT TH STREET, WEST

4 FINAL CRA AGENDA Page 4 PALM BEACH, FLORIDA; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. RESOLUTION NO : A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING A SUB-LEASE AGREEMENT BETWEEN THE WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY AND THE NORTHWEST COMMUNITY CONSORTUM, INC.FOR THE SUB-LEASE OF A PORTION OF THE PROPERTY LOCATED AT TH STREET, WEST PALM BEACH, FLORIDA; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. Agenda Cover Memorandum No.: 1478 Approve Resolution No and Resolution No Background: The American Legion Post #199 is a not for profit veterans organization devoted to involvement concentrated in the Historic Northwest Neighborhood, including mentoring youth, sponsoring community programs, advocating patriotism and honor, promoting strong national security and continued devotion to service members and veterans. The American Legion owns property located at th Street, which consists of an approximately 3,706 sq. ft. building. The CRA is interested in leasing an approximately 2,541 sq. ft. portion of the building. The American Legion has agreed to lease a portion of the property to the CRA at a rate of One Dollar per year through September 30, 2019, in exchange for the CRA agreeing to perform certain renovations to the property. The CRA anticipates renovating office space, restrooms, kitchen and banquet areas at the property. A copy of the scope of work is attached. The proposed renovations are expected to cost $150, Funding is available from Redevelopment Incentives in the Northwest Target Area of the CRA. The CRA subsequently plans to sub-lease the property to the Northwest Community Consortium, Inc. ("NCCI"). NCCI is a consortium of churches, nonprofits and civic organizations whose mission is to revitalize the Northwest neighborhood by implementing people oriented programs and services. The CRA currently has an agreement with NCCI, whereby NCCI is responsible for providing certain services including, but not limited to, maintenance of CRA owned lots, routine maintenance of CRA owned equipment, the establishment of a Clean and Green Team to clean and beautify the public areas of the Historic Northwest Neighborhood, and working with the American Legion to establish the Ambassador program to increase the safety and sense of community in the Historic Northwest. NCCI will utilize the property to operate the Clean and Green Program. CRA staff feels that the space at the American Legion building is an ideal location because of its proximity to the Historic Northwest Neighborhood.

5 FINAL CRA AGENDA Page 5 The CRA supports this initiative and recommends approval of a Lease and Sub-Lease Agreement with the summary of terms as follows: Lease: Landlord: American Legion Tenant: West Palm Beach CRA Term: lease will commence upon execution and expire September 30, 2019, with the option for two (2) one year renewals. Rate: 1.00/Year conditioned upon the CRA performing the proposed renovations. Sub-Lease: Sublessor: West Palm Beach CRA Sublessee: Northwest Community Consortium, Inc. (NCCI) Term: lease will commence upon execution and expire September 30, 2019, with the option for two (2) one year renewals. Rate: $1.00/Year Utilities: NCCI will be responsible for payment of its proportionate share of the utilities at the property. Use: the property will be used solely for office space, operation of the Clean and Green Program, community meetings and storage of the equipment. Hours of Operation: 7 a.m. to 3:30 p.m. Approval of Resolution No will approve and authorize the Chair to execute a lease with the American Legion Post #199 for the 2,541 sq. ft. portion of the building located at th Street. Approval of Resolution No will approve and authorize the Chair to execute a sub-lease with the Northwest Community Consortium, Inc. for the 2,541 sq. ft. portion of the building located at th Street. Fiscal Note: Approval will provide an estimated $150,000 for proposed renovations. 7. Resolution No approving the initial terms of a development incentive grant for space at 314 Clematis Street to be fully negotiated and brought back to the board for approval. A RESOLUTION OF THE WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE FUNDING OF A DEVELOPMENT INCENTIVE GRANT TO TRIFECTA CLEMATIS, LLC, FOR RENOVATIONS AND RENT AT 314 CLEMATIS STREET RELATED TO THE 12 FOR 12 KNIGHTS FOUNDATION CITIES CHALLENGE; AUTHORIZING THE EXECUTION OF A GRANT AGREEMENT; APPROVING FUNDING FOR THE RENOVATION OF THE BUILDING TO CREATE SMALL RETAIL SHOPS; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. Agenda Cover Memorandum No.: 1479

6 FINAL CRA AGENDA Page 6 Approve Resolution No Background: City and CRA staff have been considering the development of Clematis Street and the growing use of very large spaces on the street for nightclubs and the attendant image of the City produced by this significant use. Staff proposes that, when available, some of the spaces should be converted to smaller retail uses to encourage entrepreneurship, foster a more user-friendly atmosphere and offer an appropriate variety of attractions to the street. The former "Off the Hookah" location at 314 Clematis is vacant and staff has approached the owner with a proposal to redevelop the space, carving it up into a dozen or so smaller retail spaces and opening the rear of the space onto the alleyway to the south of the building, activating the alley as an element of the Shore to Core initiative. There are a number of urban examples of this type of successful development. The owner has received another offer to lease the space as a nightclub but sees the merit in this new type of development and is agreeable to the concept. Simultaneously, staff participated in the 2017 Knight Foundation Cities Challenge, the Foundation's third year running the challenge. The Knight Foundation asked "What's your best idea to make cities more successful?" Knight received 4,500 submissions and in January invited 144 finalists to submit full applications. The City submitted "12 for 12" a pop-up to rent proposal seeking to expand on the success of a pilot pop-up project by inviting local talent to activate 12 empty storefront spaces as an economic catalyst for West Palm Beach. The City of West Palm Beach was selected as one of the 33 winning projects. The award is $180,000. Staff proposes to design and fund the remodel of the interior of the first floor of 314 Clematis Street, the former "Off the Hookah" site, including opening up the rear of the space to the alleyway and creating approximately smaller square foot shops. The remodel is estimated not to exceed $460,000. Additionally, the CRA staff desires to provide a grant to guarantee the base rent to the owner for three years in the amount of $180,000 per year for a period of three years, not to exceed $540,000. Funds are available from previously budgeted redevelopment incentives for a project that has been terminated (Jacobson Hotel incentives). The City will contribute the proceeds from the Knight Foundation grant towards tenant development, interior finish grants and related costs. The City and the CRA will propose to the above to their respective boards and enter into an interlocal agreement. Additionally, the City will be presented with an Interlocal Agreement to grant the money to the Community Redevelopment Agency (CRA) to contribute toward the total cost of the pop-up to rent project.

7 FINAL CRA AGENDA Page 7 Staff recommends approval of Resolution No Fiscal Note: Funding to be reallocated from the former Jacobson Hotel incentive, previously budgeted. The Jacobsen project has been cancelled. The CRA will guarantee the base rent to the owner for three years in the amount of $180,000 per year for a period of three years, not to exceed $540,000, and be responsible for the design and remodeling costs, estimated not to exceed $460, Resolution No establishing terms and authorizing an Incentive Agreement with Transit Village for tax-increment refunding of $25,000,000 for the Transit Village Transit Oriented Development. A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY ESTABLISHING TERMS AND APPROVING AN INCENTIVE AGREEMENT FOR TAX INCREMENT REFUNDING FOR THE PROPOSED PODIUM PLAZA TRANSIT ORIENTED DEVELOPMENT; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES. Agenda Cover Memorandum No.: 1480 Approve Resolution No and 1) Establish the total amount of tax increment to be refunded; and 2) Establish the percentage of the tax increment revenue to be utilized for the incentive payments. Staff recommends approval of Resolution No in a TIF incentive amount not to exceed $25,000,000. Staff cannot recommend approval of the Resolution if the incentive exceeds that amount. Background: SUMMARY: The real property parcel known, to some, as the Wedge, located adjacent to the City s Seaboard Train Station is presently owned by Palm Beach County. Palm Beach County entered into an Agreement for Purchase and Sale, dated August 14, 2012, with Transit Village, LLC, for the construction of a transit oriented development on Wedge parcel. Transit Village (Developer) desires to redevelop the Wedge parcel to establish a Transit Oriented Development anchored by a public transit gateway to the Downtown / City Center District, provide enhanced pedestrian connections to the Northwest Neighborhood as well as the City s Clear Lake and TOD Districts, provide a park-once environment for the City s Downtown, provide transit and community amenities, create tax assessed properties whose assigned incremental tax increment will partially offset the additional costs of developing Transit Village, and provide community benefits to its neighbors. The Project is intended by the developer to promote the use of public transportation in the City of West Palm Beach and make the area more pedestrian and bicycle friendly.

8 FINAL CRA AGENDA Page 8 The redevelopment is planned to be a transit-oriented mixed-use development including residential, office, retail, and hotel uses, along with a parking garage, plaza and coordinated transit podium ( the Public Podium Plaza ) as well as certain public realm improvements parking uses (collectively, the Project ). The Developer has negotiated various agreements with and obtained various approvals from applicable government agencies for or related to the transit oriented development. The CRA and City of West Palm Beach have expressed support for the proposed development and its potential positive impact consistent with the CRA s Strategic Finance Plan, as amended, and the City s strategic goals. The City s Downtown Action Committee approved the Project site plan. A Special Meeting of the CRA was held on January 9, 2017, to review and discuss some of the material terms. Pursuant to Sec , Florida Statutes, the developer desires reimbursement of its development costs from the tax increment revenue produced by the Project. The total amount to be reimbursed from tax increment must be established by the CRA Board. The developer recognizes that payment of the tax increment reimbursement is subordinate in all respects to the CRA s 2006 Series Bonds, the 2010 Series Bonds, and any additional bonds issued under CRA Resolution No Neither the CRA nor the City will guaranty any payments. However, the developer has proposed to cover all of his costs for the development of the Parking Podium and certain public improvements from future generated TIF in the amount of $136,000,000. CRA and City staff cannot recommend that level of support and have proposed an incentive TIF ceiling not to exceed $25,000,000. Additionally, the Developer agrees to provide the CRA an option ( CRA Option ) to acquire Transit Village s interest in the Public Podium Plaza, subject to the Developer s financing, provided that such obligations shall be without recourse to the CRA. Upon the exercise of the CRA Option, Transit Village shall execute a lease of the Public Podium Plaza that contains a PILOT provision requiring the tenant of the Public Podium Plaza to make periodic payments in lieu of taxes ( PILOT ) during the term of ownership of the Public Podium Plaza by the CRA. Transit Village shall retain an option to acquire the CRA s interest in the Public Plaza Podium and to terminate the PILOT and return the Public Podium Plaza to regularly assessed taxes and assessments. In such event the tax increment payments will come from the PILOT. The Incentive Agreement will require the Developer to negotiate with and enter into a Community Benefits Agreement with representatives of the surrounding neighborhood, providing benefits, such as job training and job opportunities arising from the Project. The term of the Incentive Agreement will be through 2046, requiring an extension of the CRA. The entire transaction will require the continued negotiation and finalization of the CRA Option, the Podium Plaza Lease, the Nominee Option, and a lease for the Seaboard

9 FINAL CRA AGENDA Page 9 Station. The Incentive Agreement also requires the Developer to identify community partner(s) and negotiate a Community Benefit Agreement identifying benefits to the surrounding neighborhood to result from the Development. Resolution No approves a tax increment rebate for the Transit Village Development, subject to the extension of the CRA's sunset date, establishes a cap on the tax increment rebate and approves an Incentive Agreement with Transit Village, LLC. Staff recommends approval of Resolution No in a TIF incentive amount not to exceed $25,000,000. Staff cannot recommend approval of the Resolution if the incentive exceeds that amount. A summary of the significant terms of each agreement follows: INCENTIVE AGREEMENT: Sec (1)(b), Florida Statutes, gives CRAs the authority to enter into agreements with a private party which provides that the tax increment for a specific private project be refunded as reinvestment in the project, including debt services, when such project is consistent with the community redevelopment plan. Such agreements must specify the total amount of tax dollars to be refunded. The significant terms of the Incentive Agreement include the following: 1. Incentive Payment Total. To be determined by CRA Board. The CRA will refund tax increment from the Project up to an amount to be determined by the CRA Board. The developer has proposed to cover all of his costs for the development of the Parking Podium and certain public improvements from future generated TIF in the amount of $136,000,000. CRA and City staff cannot recommend that level of support and have proposed an incentive TIF ceiling not to exceed $25,000, Percent of Tax Increment - To be determined by CRA Board. Each annual payment toward the total tax increment refund is based on a percentage of the tax increment collected each year. The percentage cannot exceed 95% per Florida Statutes. The CRA Board must determine the percentage amount. 3. Extension of CRA. The term of the Incentive Agreement will be through 2046, requiring an extension of the CRA. 4. Covenant to Budget. In accordance with Florida law, the CRA may covenant and agree to budget and appropriate in its annual budget, from Legally Available Funds in each fiscal year, amounts sufficient to satisfy the Incentive Payments. As a matter of law, and in accordance with CRA Bond Resolution No , such covenant to budget and appropriate legally available funds is subject, junior, inferior and subordinate to all existing issued bond obligations, and any future bond obligations or other debt which will be secured by a pledge of CRA tax increment revenues or legally available funds. Notwithstanding, the CRA Treasurer and bond counsel estimate that there will be sufficient revenues to satisfy the Incentive Payments, especially if the Project proves to

10 FINAL CRA AGENDA Page 10 generate the tax revenue estimated by the Developer, so it is not anticipated that the Developer will be negatively impacted by the requirements of the existing Bond Resolution. The Developer requests that the CRA subordinate any future bond issuance to the Incentive Payments. If the CRA agrees to such subordination, the ratings of future CRA bond issuances will, most likely, be impacted. And the CRA's ability to fund other significant project could be restricted. 5. Option to Purchase. The CRA will be granted an option to purchase the Developer's condominium interest in the Public Podium Plaza, subject to the Developer's financing and the Public Podium Plaza Lease. The Purchase price will be the conveyance costs. If the Public Podium Plaza is valued at more than $19 million, as estimated by the Developer, the purchase price could be approximately $200,000. The Developer (or its assignee) will retain the option to purchase the Public Podium Plaza back from the CRA. 6. Public Podium Plaza Lease. The Public Podium Plaza will be leased to Transit Village PPP, LLC, as the Tenant for a term of 60 years with an option to renew for an additional 30 years. The Tenant will be responsible for all operating and capital expenses related to the Public Podium Plaza. The parking in the Public Podium Plaza will be open to the public, subject to the ability of the owners and occupants of the Project to park in the facility. The Tenant will be obligated to utilize the incentive payments received from the CRA for debt service on the Developer's financing of the Project. 7. PILOT. The Public Podium Plaza Lease will also provide that if the CRA's ownership of the Public Podium Plaza results in the Plaza being tax-exempt, the Tenant will make Payments In Lieu of Taxes to the CRA, from which the CRA will make the incentive payments. COMMUNITY BENEFIT AGREEMENT: As part of the Incentive Agreement, the Developer will be required to enter into a Community Benefit Agreement with with representatives of the surrounding neighborhood, providing benefits, such as job training and job opportunities arising from the Project. The Developer will need to identify community partner(s) and negotiate the community benefits to be provided. The CRA will not be a party to nor administer the Community Benefit Agreement. CITY OBLIGATIONS: The Incentive Agreement is with the CRA. It contemplates, however, that the City will agree to additional obligations: A. Release of Reverter. The City will release all existing rights of reverter currently held by the City pursuant to the Agreement Relating to Reverter between the City and the Developer, dated October 22, B. Tamarind Parcel Lease. The City will lease the parcel of real estate which includes the Seaboard Station for a term of sixty (60) years for nominal consideration ($10). The Developer will bear all costs of remediating this deferred maintenance of the Seaboard

11 FINAL CRA AGENDA Page 11 Station and will make improvements to expand the Seaboard Station to increase interior space and provide an open-air pavilion with the intent of providing space for transit-related retail and more efficient functioning of the station. All improvements will conform to the standards for historic structures. Fiscal Note: Funding from anticipated TIF amounts generated by completion of construction of the project. Staff cannot support the Resolution if the TIF amount exceeds $25 million for the development of the Parking Podium and related public improvements. The developer has requested approximately $136 million from future TIF proceeds, which would require the extension of the sunshine date for the CRA to ADJOURNMENT: NOTICE: IF ANY PERSON DECIDES TO APPEAL ANY DECISION OF THE CITY COMMISSION AT THIS MEETING, THAT PERSON WILL NEED A RECORD OF THE PROCEEDINGS AND FOR THAT PURPOSE MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. THE CITY OF WEST PALM BEACH DOES NOT PREPARE OR PROVIDE SUCH A RECORD.