On the agenda

1. 1Call to Order - Roll Call▶ 0:00
2. 2

   Approval of July 28, 2020 CRA Meeting Minutes

   approved

   The CRA Board approved the minutes from the July 28, 2020 CRA meeting.

   • motion:Motion to approve the July 28, 2020 CRA meeting minutes. (passed)

   #July 28, 2020 CRA Meeting Minutes

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   [00:00:14] Next item is the approval of the July 28th CRA meeting minutes. [00:00:21] Move for approval. Second. [00:00:25] Anything? Anybody? In that case, all those in favor, please signify by saying aye. Aye.

   This text was generated automatically from the meeting video. It is not a verbatim or official record. For exact wording, consult the video or the city clerk.

3. 3

   ↳You arrived here from a search for “Kaiser University” — transcript expanded below

   Approval of Declaration of Easements and Parking Agreement w/Prometheus Port Richey, LLLP

   approved

   The CRA Board approved the Declaration of Easements and Parking Agreement with Prometheus New Port Richey, LLLP, governing shared use of a planned parking structure to be built by the city on donated property near the new Kaiser University campus at U.S. Highway 19 and Main Street. The agreement allocates 140 reserved spaces (potentially 200 if a hotel is built) to the other parties, sets pro rata operating expense sharing, and was revised to address reserved space caps (reduced from 75% to 50%), 24-hour hotel operations, bond financing flexibility, and 30-day notice/escrow provisions before suspending access for nonpayment.

   • motion:Approve the Declaration of Easements and Parking Agreement with Prometheus New Port Richey, LLLP, with authority for the city manager and city attorney to work out additional minor terms before closing. (passed)

   📍U.S. Highway 19 and Main Street🏢Kaiser University🏢Prometheus Port Richey, LLLP🏢Walgreen's👤Mr. Allman👤Mr. Dreschel👤Mr. Starkey👤Ms. Manns👤Tim#Declaration of Easements and Parking Agreement#Parking structure bond financing#Section 2.4 (50% reserved space cap)#Section 2.8 (access control)#Section 3.1 (24-hour hotel operations)#Section 6.2 (bond financing flexibility)#Section 9.1B and 9.2B (30-day notice and escrow for disputed payments)

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   [00:00:30] Opposed? Like sign. Motion passes. Next is approval of declaration of easements and parking agreement with Prometheus. [00:00:40] Thank you. New Port Richey LLLP. Ms. Mams? That's correct. [00:00:46] As all of you will recall, in January, a determination was made earlier this year to have Kaiser University construct a new campus at U.S. Highway 19 and Main Street. [00:01:05] Subsequent to that decision, you made a commitment to construct a parking structure on property that they owned. [00:01:18] The ownership of the property indicated that they would donate to the CRA the property upon which a parking structure could be constructed if you determined it was appropriate to do so at that location, and you did. [00:01:39] In that respect, and before the transfer of property occurred, the city attorney and I worked out an agreement with Prometheus, which is the limited liability partnership that was established to handle this part of the project. [00:02:03] We defined in specific terms concepts related to the construction of the structure, the financing of the construction, the operation and the use of the parking structure, insurance and indemnity, casualty, default and remedies. [00:02:25] The attorney came up with most of those, I want you to know. Arbitration and the covenants and easements that needed to be put in place in order to ensure access to and through property that the city did not control to the parking structure. [00:02:46] And that's why you received a parking agreement in your packet, which may have been heavy on the hand, I'll have to admit. [00:03:00] We did place a revised copy of the agreement at your places tonight, and the city attorney is prepared to identify the small changes that have been made in between the version that you received in your packet and the version that was placed at your seat this evening. [00:03:25] In short, though, we feel that the city's interests and the CRE's interests are well represented in the agreement that has been crafted, and we're prepared to respond to any questions that you have. [00:03:43] Tim, did you want to outline just a few changes that we made today? And I think we need to indicate that some things can change between now and closing on Thursday in minor form, but nothing substantive will change from what's being presented to you this evening. [00:04:02] Thank you, Ms. Manns. Yes, I would recommend that if you are to approve this item, that you give the city manager and I some leeway to work out any additional terms between now and the closing. We're scheduled to close on Thursday. [00:04:17] The crux of this agreement is to provide for some shared use of the parking structure that the city is going to construct on the property that's being donated by the parties on the other side of this transaction. [00:04:31] So what this agreement does in great detail is lay out the terms for how the structure will be used going forward and for the compensation that the other users will contribute towards the operational expenses on a pro rata share based on the number of parking spaces that they have access to and that the city has access to. [00:04:56] This agreement was contemplated in the purchase agreement that the city entered into with these other parties all the way back to the original agreements involving the Walgreen's site and other parcels that were part of that larger transaction. [00:05:13] Now this parcel also has a purchase agreement which contemplates again this type of an agreement. [00:05:20] So this is critical to the closing that's going to take place in two days and so that's why we need the CRA to approve this agreement. [00:05:29] The changes that are in the draft that was presented to you this evening versus what was provided to you previously in your package are not very many but I just want to quickly outline those if I can. [00:05:42] Starting with paragraph 2.4, there's a provision. [00:05:46] You got the page number? [00:05:49] It's page 4, thank you. [00:05:52] There was a change in that. [00:05:54] There's a number at the very bottom of that page, three lines up from the bottom, that was 75% was the figure that I had recommended and they have come back and asked for that to be 50%. [00:06:05] The significance of that number is that they do not want the city to commit to reserving more than 50% of the excess number of spaces that are available after they've got all their spaces. [00:06:20] So for instance, if it's a 400 space garage, they take 200, the city has 200, we would not be allowed to restrict 100 of those spaces but the other 100 we could restrict and provide as reserved spaces to anyone we chose to. [00:06:37] So that's the upshot of what that provision does. [00:06:42] The next significant change is on section 2.8 and that is I believe on page 6, yes. [00:06:53] And there, the language change there, the other parties had asked that we have some control over, let me back up even further. [00:07:06] The original request from the other parties in this transaction were that they get their total 200 parking spaces all as reserved spaces. [00:07:17] I shot back changes to the agreement that said we'll give you 50% of your total spaces as reserved spaces. [00:07:25] Your other 50% of your spaces will be undesignated spaces that you can, your users can take up throughout the garage. [00:07:32] They won't be specifically reserved. [00:07:35] So they wanted us to have some control over making sure that those spaces are available. [00:07:41] But as we sit here today, we don't know how much access, you all haven't decided how much you're going to control access to the garage through cards or stickers or whatever device we may end up using. [00:07:53] And you may down the road. [00:07:54] This is something that you may change over the years. [00:07:57] So they wanted us to take some responsibility for that. [00:08:01] So what this does is it says that we will, to the extent reasonably required to maintain access, we will add systems going forward that will protect their access to these other spaces. [00:08:15] And what the way I see this language coming into play is that if it gets to the point where there are some disputes over the availability of parking spaces, [00:08:26] then you're going to put controls in to control that access. [00:08:29] And when you do that, it'll be very easy to determine whether or not they're getting their spaces or not. [00:08:35] But that's what that change is about. [00:08:37] Isn't that as easily as painting white or painting yellow lines between different parking spots? [00:08:45] I mean, is that kind of what you're almost saying? [00:08:48] Sort of. [00:08:48] But, you know, it's all about identifying automobiles, whose automobile goes with whom, and those kinds of things. [00:08:56] Just saying they might have a sticker that they're going to school and then they park in the yellow spots versus the white spots. [00:09:01] Parking these cows. [00:09:02] Yeah, exactly. [00:09:03] So that, and again, those are things that you initially. [00:09:06] It's actually a simple fix to what I think, though. [00:09:10] It can be. [00:09:10] I think it can be with some systems. [00:09:12] I agree with you. [00:09:14] The next one is on section 3.1, and this is on page 7. [00:09:20] And there should be a companion one. [00:09:26] What this one, oh, I'm sorry. [00:09:27] That's a different provision. [00:09:29] What this provides is that there was a lot of discussion throughout the negotiations on this agreement about the idea of keeping this garage open 365 days, 24 hours a day. [00:09:40] That's what they wanted. [00:09:41] We got them to agree that we would only keep it open to the extent that the operating hours of the other two parcels required it to be open when they're open for business. [00:09:51] And they just wanted to add an acknowledgement here that if a hotel is built, it will have to be a 365 day operation. [00:09:59] So that's what that does right there. [00:10:02] Which is really surplus, because that's kind of built into the idea. [00:10:09] Hotel is a 24 hour operation. [00:10:13] The next change is on section 6.2, which is on page 15. [00:10:20] And this was a pretty significant change. [00:10:22] But the upshot of what this change does is it provides that the parties will work out changes to this agreement as necessary to support the bond financing that the city will be doing to build this structure. [00:10:40] So we've opened up that door to allow some additional flexibility. [00:10:45] They want to make sure that if a mortgage is ever put on this property, which it can't be while it's owned by the city. [00:10:51] The city cannot mortgage property. [00:10:53] But if for some reason the city was ever to sell this to a private owner and it became operated by a private owner and that person put a mortgage on it, [00:11:03] they would need these users want to make sure that they're protected and that their rights in the parking structure supersede the rights of that mortgagee. [00:11:13] So that's really what the upshot of all of these changes are. [00:11:16] And that's what's happening there. [00:11:19] And then finally, there's two more changes. [00:11:21] One more question. [00:11:22] If we do a bond, how long would the bond probably be? [00:11:25] 30 years? [00:11:27] 20 years? [00:11:27] At this point, we're not certain of the number of years that we'll be bonding. [00:11:31] We're currently working with our council and with our financing consultant on it. [00:11:39] I think the part about the bond that is prompting this, though, is whether or not the bond will be completely tax exempt. [00:11:49] And that's something we want to preserve that status. [00:11:54] And that's one of the types of changes that we would have to work out with them if that's necessary to preserve that status. [00:12:00] So that's what that language gives us the flexibility to do. [00:12:04] And then finally, there are two changes that are exactly the same with respect to each of the two different parcels. [00:12:11] And I wanted something in there that would give us the right to terminate this agreement if they didn't pay their share of the pro rata expenses related to the parking structure. [00:12:21] They weren't happy with the idea that this thing could be terminated at any time. [00:12:25] So we compromised and said that we could suspend their access to the garage if they fail to pay their share of their operating expenses. [00:12:35] So that was one change that they agreed to. [00:12:37] But they wanted to add this language that's different from what was originally given to you. [00:12:41] Where are you now? [00:12:43] This is, I'm sorry, that's on page 19, section 9.1B4, Roman numeral 4. [00:12:54] And page 20, which would be 9.2B, Roman numeral 4. [00:13:00] It's the very bottom of that section, right above section 9.2 and right above section 9.3. [00:13:08] And what this says is that we'll give them, before we suspend their rights to use the garage, we'll give them 30 days notice. [00:13:15] And if there's a dispute over what they owe, that they'll have the option to put that money into an escrow account of our choice pending the outcome of that dispute. [00:13:26] So that's what this language does. [00:13:28] So it just gives them a little bit more protection that we're not just going to cut them out of using the garage if there's a dispute over the amounts that they need to pay. [00:13:37] And those are all the changes. [00:13:38] And I'll be happy to answer any other questions you have about it. [00:13:40] Questions, anyone? [00:13:42] Yes, Mr. Allman. [00:13:45] So the understanding that 75% in our packet to the 50%, again, is them wanting us to not let anyone park beyond 50% of their allocated spaces versus 75% of their spaces [00:14:11] if they weren't using them, they're saying you can only use 50%. [00:14:15] So my concern would be if we have a weekend event, jazz school fiesta, whatever, the college is not in session on a Saturday or a Sunday or at a particular time, that we would be barred from using empty spaces in the garage. [00:14:33] No, it's that we cannot reserve them. [00:14:36] So initially, they asked that we not be allowed to reserve any other spaces in the garage, that they would always just be open to the public. [00:14:45] That was their initial request. [00:14:47] So I came back and said, how about if we say that we won't reserve any more than 75% of those excess spaces, and then this is their compromise request is to knock that down to 50%. [00:15:00] Again, just for ease of numbers, they get 200 spaces. [00:15:05] If we build a 400-space garage, that means 200 of those spaces belong to the city. [00:15:10] Only 100 of those could be used as reserve spaces. [00:15:15] In other words, that you would give someone the right to reserve those spaces. [00:15:19] The reigning 100 would have to be left open to the public. [00:15:23] So from a legal standpoint, you're saying 200 of the spaces that we're going to construct [00:15:27] will belong to the college? [00:15:30] In that regard, we'll build it for them, and we're getting no benefit against, are we getting [00:15:39] any subtraction of the $1 million? [00:15:42] How does that interact with the... [00:15:44] We've got the property for free. [00:15:47] Well, not if they're using it, it's not giving us any benefit other than the fact we can [00:15:52] elevate and have a second level. [00:15:54] I understand that part of it. [00:15:56] But we also had a $1 million or some kind of a cash payment to them. [00:16:01] On top of this, is this related at all or any calculation of this interact with that? [00:16:08] The payment that we're making in cash is an incentive for the construction of the building. [00:16:15] It's not connected to the parking structure. [00:16:18] Mr. Dreschel, let me see if I can explain this and correct me if I goof it up. [00:16:23] If we get 200 spaces and you open up a huge accounting practice right on the corner with [00:16:33] 100 accountants, we could not designate more than 50% of our 200 spaces to your accounting [00:16:42] firm. [00:16:43] I get you. [00:16:44] I understand that part. [00:16:45] You said it perfectly, Mr. Mayor. [00:16:48] I think my question is, again, the spaces that are reserved by the university that are [00:16:56] effectively owned and allocated to them, here it says it's a non-exclusive right. [00:17:02] So are they on a weekend, on an empty time, when there's nobody there, if we have a night [00:17:08] concert, whatever, and we have the need to use those spaces, does that non-exclusive [00:17:14] right allow us? [00:17:16] Because they're asking us not to reserve them. [00:17:18] Are we asking them not to reserve them as well? [00:17:21] Well, essentially, they're going to have 50% of their total allocation reserved. [00:17:26] So the non-reserved ones, the undesignated ones, are available for anyone else to use. [00:17:32] So they would be available to the general public, but they want to make sure that if [00:17:36] they need them, they have them available. [00:17:39] And they seem to be very concerned about having them available, even maybe on Saturdays, for [00:17:43] instance, for the college. [00:17:45] If I may continue, then, so 50% of 200 would be 100. [00:17:49] So a 400-parking garage, 300 spaces, public, some reserved by us or not, but non-reserved, [00:18:00] designated for Kaiser, and I know you're running into legal issues with the general public. [00:18:05] But they want to make sure that those are available to them for their school, though. [00:18:09] Right. [00:18:10] And in theory, friendship-wise, they could say, hey, we're not using them this week and [00:18:13] go forward. [00:18:14] Right. [00:18:15] So we've got to have some element of partnership or trust that's incorporated in this. [00:18:21] That's correct. [00:18:22] And we've had those discussions. [00:18:23] And I should have said earlier on it, the number of spaces for Kaiser is 140. [00:18:31] There actually is an additional 60 spaces that may be available if they go forward with [00:18:36] the construction of the hotel. [00:18:39] So that they could sell, if they sold it for another purpose, they are owners of that, [00:18:43] right? [00:18:44] Correct. [00:18:45] They are the owners. [00:18:46] So if they found something other than the hotel that meets the requirement, they can [00:18:49] provide them with the assurances of those 60 spaces. [00:18:52] Yes. [00:18:53] Correct. [00:18:54] Thank you. [00:18:55] Okay. [00:18:56] I just have one question. [00:19:01] For the spaces for the Kaiser College that are reserved, other than the 50%, how is the [00:19:08] operating expenses for their allocation being put on that? [00:19:12] They're going to pay a pro rata share based on their total number of spaces. [00:19:16] So total spaces. [00:19:18] So the 140, as Ms. Mann said, they would pay whatever that, as the numerator over the total [00:19:25] number of spaces would be of the total expenses, the operating expenses. [00:19:30] Which would include any, if we do add access systems, all those things, those will all [00:19:34] be considered operating expenses. [00:19:37] And then there's the payment fee for the operator, if we hire an operator to operate the garage. [00:19:41] All those things are billed in. [00:19:42] So they're going to pay a pro rata share of those ongoing expenses. [00:19:45] Thank you. [00:19:47] Did we do a motion and a second? [00:19:50] No, you did not. [00:19:53] Okay. [00:19:54] I found the thing very detailed. [00:19:57] I actually joked a little by leaving a message for Ms. Mann, asking her if she'd noticed [00:20:03] on page 35 the requirement that the executive director of the CRA provide a large home-baked [00:20:10] apple pie every Thanksgiving to the Kaiser staff. [00:20:16] It's got everything but the kitchen sink in here. [00:20:19] It took a lot of work for you guys to wade through it. [00:20:24] Open up for public comment. [00:20:27] Seeing none, bring it back to the CRA. [00:20:29] Do we have a motion and a second? [00:20:32] Second. [00:20:33] To the maker? [00:20:34] Nothing. [00:20:35] To the second? [00:20:36] Nothing. [00:20:37] Mr. Starkey? [00:20:38] I'm going to be quiet on this one, but it is quite detailed. [00:20:41] It is incredibly detailed. [00:20:43] Mr. Allman? [00:20:44] I've had my questions answered, Dr. [00:20:46] Very good. [00:20:47] In that case, all those in favor, please signify by saying aye. [00:20:50] Aye. [00:20:51] Opposed? [00:20:52] Like sign.

   This text was generated automatically from the meeting video. It is not a verbatim or official record. For exact wording, consult the video or the city clerk.

4. 4Communications▶ 20:53
5. 5Adjournment▶ 26:49