Item 10 - Railyards Community Facilities District No. 2018-01 (Improvements) Acquisition and Shortfall Agreement and Interpretation of the Rate and Method of Apportionment of Special Tax (PDF-12858 KB)

Susana Alcala Wood, City Attorney Jorge Oseguera, City Auditor Mindy Cuppy, City Clerk Howard Chan, City Manager John Colville, City Treasurer City Council Report
915 I Street, 1st Floor
Sacramento, CA 95814
www.cityofsacramento.org

File ID: 2021-01285 March 15, 2022 Consent Item 10

Title: Railyards Community Facilities District No. 2018-01 (Improvements) Acquisition and Shortfall Agreement and Interpretation of the Rate and Method of Apportionment of Special Tax

Location: District 4

Recommendation: 1) Pass a Motion authorizing the City Manager or the City Manager’s designee to execute an Acquisition and Shortfall Agreement (the “A&S Agreement”) with Downtown Railyard Ventures LLC for improvements to be constructed as part of the Railyards Community Facilities District No. 2018-01 (Improvements); and 2) adopt a Resolution interpreting sections 4(g) and 4(h) of the Rate and Method of Apportionment of Special Taxes for Railyards Community Facilities District No. 2018-01 (the “RMA”).

Contact: Arwen Wacht, Senior Development Project Manager, (916) 808-7535, [email protected]
; Sheri Smith, Special Districts Manager, (916) 808-7204, [email protected], Department of Finance

Presenter: None

Attachments:
1-Description/Analysis
2-Background
3-Acquisition and Shortfall Agreement
4-Resolution
5-Exhibit A – Amended Attachment 1 to RMA

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File ID: 2021-01285 Consent Item 10
March 15, 2022
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City of Sacramento

Description/Analysis

Issue Detail: On August 14, 2018, City Council formed the “Railyards Community Facilities District No. 2018-01 (Improvements)” (the “CFD”) to issue bonds supported exclusively by the special tax to be levied on taxable property within the CFD to finance the acquisition and construction of certain public facilities and to finance certain governmentally imposed development fees used to finance public facilities (Resolution No. 2018-0339). In connection with the acquisition of public capital facilities, the City and the Downtown Railyard Venture, LLC (the “Developer”) propose to enter into an A&S Agreement that prescribes how the Developer is to construct the facilities and specify how the City will reimburse the Developer from special-tax revenues and CFD bond proceeds.

On November 10, 2015, the Council approved a standard-form acquisition and shortfall agreement for the acquisition of developer-constructed public improvements (Resolution No. 2015-0343). The attached A&S Agreement requires the Council’s approval as it differs from the City’s standard agreement in two ways. First, by allowing for reimbursements from bond proceeds for initial deposits, required for costly infrastructure with long lead times, related to construction of the storm water outfall required for the Railyards. Second, by allowing for reimbursements from special tax proceeds collected above the requirements for bond debt service, CFD administrative costs, and replenishment of any reserve fund associated with the CFD or CFD for a period of 20 years. The proposed A&S Agreement maximizes the financing opportunity provided by the CFD for an infill development, which is generally more expensive to construct and has a smaller pool of taxpayers than non-infill developments. The reason it is more expensive is because infill and brownfield development projects often involve costly environmental remediation.

The City is currently working to issue bonds for the CFD for the acquisition of public capital facilities. Since the formation of the CFD, land use plans have changed and certain tentative map lots that were assigned a CFD special tax in accordance with the RMA of the CFD are now planned to be Public Parcels (e.g., parks and storm drainage outfall structure, as that term is defined in the RMA) and lots that were not assigned a CFD special tax (e.g., former site for police substation) are now planned to be developable and should be assigned the CFD special tax. Given the flexibility in the land use zoning in the CFD, coupled with the preliminary and evolving nature of the CFD land uses at the formation of the CFD, the RMA contemplated the potential for future land use changes and the potential need to transfer the CFD special tax to ensure the total Maximum Annual Special Tax of all Taxable Parcels (as both terms are defined in the RMA) is not less than $2,211,681 as originally approved by the City Council.

Specifically, RMA sections4(e), 4(g) and 4(h) anticipated and described how the CFD special tax may be reassigned from one Taxable Parcel (RMA defined term) to another. Staff recommends approval of the resolution that outlines the following transfers of assigned taxable acreage and Maximum Annual Special Tax permitted by the stated sections of the RMA.

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File ID: 2021-01285 Consent Item 10
March 15, 2022
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City of Sacramento

• Transfer the assigned taxable acres (and Maximum Annual Special Tax) for the intended future public parks on Lot Nos. 33a and 33b, totaling 1.90 acres onto the previously tax-exempt Lot No. 21b, as it is of comparable size at 2.38 acres, pursuant to section 4(h) of the RMA, thereby making Lot Nos. 33a and 33b tax- exempt. The balance of the 0.48 acres of Lot No. 21b will be taxable under section 4(g) of the RMA as it will be privately owned.

• A portion (0.52 acres) of Lot No. 7c that will be acquired by the City for the storm water outfall facility and the associated Maximum Annual Special Tax will be transferred to the previously tax-exempt Lot No. 21c, as it is of comparable size at

0.66 acres, pursuant to section 4(h) of the RMA. The balance of 0.14 acres of Lot No. 21c will be taxable under section 4(g) of the RMA as it will be privately owned.

The balance of the Lot No. 7c acreage, totaling 0.35 acres, will remain taxable acreage as it will be part of a Taxable Parcel upon subdivision and taxed per section 4(e) of the RMA.

• The 0.27 acres of the three 5
th Street parcels (portions of Lot Nos. 2e, 2f, and 2g) that will be acquired by the City as the 5th Street parcels and the associated Maximum Annual Special Tax will be transferred to the previously tax-exempt Lot No. 21a, as it is of comparable size at 0.65 acres, pursuant to Section 4(h) of the RMA. The balance of 0.38 acres of Lot No. 21a will be taxable under section 4(g) of the RMA as it will be privately owned.

• Update the acreage of Lot No. 47a to 1.58 acres to reflect the actual lot size in the approved tentative map.

After consulting with EPS (the City’s special tax consultant) and Orrick, Herrington & Sutcliffe LLP (the City’s bond counsel), the City Treasurer’s Office and the City Attorney’s Office determined this approach is a reasonable interpretation of the RMA.

Further, the current owners of the land affected by the transfers described above and the Administrator (as defined in the RMA) have informally agreed to such transfers and the Administrator has determined that such transfers will not result in a net loss in Maximum CFD Special Tax Revenue (as defined in the RMA).

Policy Considerations: Approval of the form of the A&S Agreement will enable the Developer to be reimbursed for eligible costs of public capital facilities from available CFD special tax revenue and CFD bond proceeds. They do not bind the City to make any expenditure, to incur any indebtedness, or to proceed with the Project.

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File ID: 2021-01285 Consent Item 10
March 15, 2022
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City of Sacramento

Economic Impacts: Not applicable.

Environmental Considerations:

California Environmental Quality Act (CEQA): The Railyards Specific Plan Updated Environmental Impact Report (P15-040) was completed as part of the Sacramento Railyards project amendment and certified by the City Council on November 10, 2016 (Resolution No. 2016-0379).

The Council’s action in approving this agreement is solely for the purpose of providing funding and reimbursement mechanisms and does not affect the environmental review that was previously prepared for the Railyards Specific Plan and Sacramento Railyards project. No additional CEQA review is required [CEQA Guidelines Section 15378(b)(4)].

Approval of the recommended interpretation is not a “project” subject to CEQA because it (a) has no potential to cause a significant effect on the environment; (b) approves a continuing administrative activity and is thus excluded from the definition of “project”; and (c) concerns a governmental funding mechanism that does not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. [14 Cal. Code Regs. §§ 15061(b)(3), 15378(b)(2), and 15378(b)(4)].

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: Approval of the A&S Agreement will support infill development within the Railyards and Central City, which is more costly than other forms of development. Development within the CFD will add approximately 6,000 residential units to the City’s housing supply. Approval of the Agreement will allow for the acquisition of public infrastructure.

Interpreting the RMA to clarify the taxable acreages and public tax-exempt acreages will assist with the long-term administration of the CFD and reduce the potential of costly mistakes in future tax levies.

Financial Considerations: The potential financial impact to the City is negligible. The Developer will initially use its own funds to finance construction of the public improvements.

Later, if and when sufficient bond proceeds and special taxes are available, the City will reimburse the Developer consistent with the City’s Mello-Roos Policy and with associated

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File ID: 2021-01285 Consent Item 10
March 15, 2022
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City of Sacramento

Agreements for verified expenses associated with the acquisition of eligible public capital facilities. The bond proceeds and special taxes will be used for the sole purposes of: (a) funding construction-cost and development-fee reimbursements to the Developer and (b) paying the City’s administrative expenses. The payment of principal and interest on the bonds would be secured by a special tax lien placed on each taxable property within the CFD, without obligations placed on other funds of the City. The bond sale is anticipated to occur in 2022, depending on market conditions. There are no impacts on other funds of the City.

Local Business Enterprise (LBE): Not applicable.

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Background

The Railyards Project (Project) consists of an approximately 244-acre historic Union Pacific Railroad (UPRR) site planned for mixed-use. The Railyards project area is generally bounded by North B Street and the Sacramento River Water Treatment Plant to the north, the Sacramento River to the west, I Street and H Street to the south and 7th and 12th streets to the east. It is located on the north side of Downtown and south of the River District and once serving as the western terminus of the 1860s Transcontinental Railroad.

To date a number of improvements have occurred in the area including track relocations, station renovations, and backbone infrastructure have been completed. These initial investments have been funded through State Proposition 1C grant funds, Measure A, UPRR, and property owner funding. Despite the magnitude of this initial investment, much of it from public sources, the City and Downtown Railyard Venture, LLC recognize that the Railyards Project development still faces an extraordinary infrastructure funding burden.

Purpose of the CFD

The “Railyards Community Facilities District No. 2018-01 (Improvements)” (CFD) will fund, through special tax revenue, or the issuance of bonds, certain development fees and public improvements within the public right-of-way and adjacent public-utility easements of the major public roads intersecting, serving and/or bordering the CFD.

Project Map

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RESOLUTION NO. 2022-____

Adopted by the Sacramento City Council

March 15, 2022

APPROVING THE INTERPRETATION OF SECTIONS 4(G) AND 4(H) OF THE RATE

AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR RAILYARDS COMMUNITY FACILITIES DISTRICT NO. 2018-01 (IMPROVEMENTS)

BACKGROUND

A. The City Council established the Railyards Community Facilities District No. 2018-01 (Improvements) (the “CFD”) on August 14, 2018 (Resolution No. 2018-0339). At the same time, the City Council approved the rate and method of apportionment of special tax for the CFD (the “RMA”).

B. Since formation of the CFD, land use plans have changed and certain tentative map lots that were assigned a CFD special tax in the RMA are now planned to be Public Parcels (as defined in the RMA) and lots that were not assigned a CFD special tax are now planned to be developable and should be assigned the CFD special tax.

C. The RMA contemplated the potential for future land use changes and the potential need to transfer the CFD special tax among parcels. Specifically, RMA sections 4(e), 4(g), and 4(h) anticipated and described how the CFD special tax may be transferred from one Taxable Parcel (as defined in the RMA) to another.

D. Exhibit A to the resolution identifies the following clarifications to Attachment 1 of the RMA:

 Transfer the assigned taxable acres (and Maximum Annual Special Tax) for the intended future public parks on Lot Nos. 33a and 33b, totaling 1.90 acres onto the previously tax-exempt Lot No. 21b, as it is of comparable size at 2.38 acres, pursuant to section 4(h) of the RMA, thereby making Lot Nos. 33a and 33b tax- exempt. The balance of the 0.48 acres of Lot No. 21b will be taxable under section 4(g) of the RMA as it will be privately owned.

 A portion (0.52 acres) of Lot No. 7c that will be acquired by the City for the storm water outfall facility and the associated Maximum Annual Special Tax will be transferred to the previously tax-exempt Lot No. 21c, as it is of comparable size at

0.66 acres, pursuant to section 4(h) of the RMA. The balance of 0.14 acres of Lot No. 21c will be taxable under section 4(g) of the RMA as it will be privately owned.

The balance of the Lot No. 7c acreage, totaling 0.35 acres, will remain taxable

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2 acreage as it will be part of a Taxable Parcel upon subdivision and taxed per section 4(e) of the RMA.

 The 0.27 acres of the three 5th Street parcels (portions of Lot Nos. 2e, 2f, and 2g) that will be acquired by the City as the 5th Street parcels and the associated Maximum Annual Special Tax will be transferred to the previously tax-exempt Lot No. 21a, as it is of comparable size at 0.65 acres, pursuant to Section 4(h) of the RMA. The balance of 0.38 acres of Lot No. 21a will be taxable under section 4(g) of the RMA as it will be privately owned.

 Update the acreage of Lot No. 47a to 1.58 acres to reflect the actual lot size in the approved tentative map.

E. After consulting with EPS (the City’s special tax consultant) and Orrick, Herrington & Sutcliffe LLP (the City’s bond counsel), the City Treasurer’s Office and the City Attorney’s Office determined this approach is a reasonable interpretation and application of the RMA.

F. The current owners of the land affected by the transfers described above and the Administrator (as defined in the RMA) have informally agreed to such transfers and the Administrator has determined that such transfers will not result in a net loss in Maximum CFD Special Tax Revenue (as defined in the RMA).

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The facts in the background are true.

Section 2. Sections 4(e), 4(g), and 4(h) of the RMA are hereby interpreted to allow for the transfers as described in the background

Section 3. Exhibit A is approved as the revised assigned taxable acreage and associated Maximum Annual Special Tax for purposes of applying the RMA.

Section 4. The City Council finds and determines that all proceedings conducted and approved by the City Council in this resolution are valid and in conformity with the RMA and the interpretation of the RMA as set forth in this resolution and Exhibit A hereto is final and conclusive and is binding on all persons.

Section 5. The resolution take effect when adopted.

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Railyards Community Facilities District No. 2018-01 (Improvements) Maximum Annual Special Tax per Original Parcel - Base Year (Fiscal Year 2018-19) Origial Original New Maximum Annual Maximum Annual
Lot Total Taxable Swapped Taxable Special Tax Special Tax Number Original Parcel Acres Acres Acres Acreage per Acre Lot Number [1]
458 N B 001-0064-011-0000 0.11 0.11 $18,948.60 $2,084.35 464 N B 001-0064-012-0000 0.09 0.09 $18,948.60 $1,705.37 468 N B 001-0064-013-0000 0.07 0.07 $18,948.60 $1,326.40 2e portion 002-0010-049-0000** 0.77 (0.09) 0.68 $18,948.60 $12,885.05 2f portion 002-0010-049-0000** 0.85 (0.09) 0.76 $18,948.60 $14,400.94 2g portion 002-0010-049-0000** 2.41 (0.09) 2.32 $18,948.60 $43,960.75 2h 002-0010-049-0000 1.26 1.26 $18,948.60 $23,875.24
Subtotal 5.29 (0.27) 5.02 $95,121.98
1 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
2a 002-0010-068-0000 1.14 1.14 $18,948.60 $21,601.40
2b 002-0010-068-0000 3.50 3.50 $18,948.60 $66,320.10
2c portion 002-0010-068-0000* 3.31 3.31 $18,948.60 $62,719.87 2d portion 002-0010-068-0000* 4.17 4.17 $18,948.60 $79,015.66 3a 002-0010-068-0000 0.94 0.94 $18,948.60 $17,811.68
3b 002-0010-068-0000 0.91 0.91 $18,948.60 $17,243.23
3c 002-0010-068-0000 0.79 0.79 $18,948.60 $14,969.39
3d 002-0010-068-0000 0.76 0.76 $18,948.60 $14,400.94
4a portion 002-0010-068-0000* 0.83 0.83 $18,948.60 $15,727.34 4b portion 002-0010-068-0000* 0.94 0.94 $18,948.60 $17,811.68 4c 002-0010-068-0000 0.80 0.80 $18,948.60 $15,158.88
4d 002-0010-068-0000 0.93 0.93 $18,948.60 $17,622.20
4e 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
5 portion 002-0010-068-0000* 0.66 0.66 $18,948.60 $12,506.08 5a portion 002-0010-068-0000* 0.00 0.00 $18,948.60 $0.00 6a 002-0010-068-0000 1.11 1.11 $18,948.60 $21,032.95
6b portion 002-0010-068-0000* 1.13 1.13 $18,948.60 $21,411.92 6c 002-0010-068-0000 1.01 1.01 $18,948.60 $19,138.09
6d 002-0010-068-0000 1.03 1.03 $18,948.60 $19,517.06
7a 002-0010-068-0000 0.92 0.92 $18,948.60 $17,432.71
7b 002-0010-068-0000 0.85 0.85 $18,948.60 $16,106.31
7c 002-0010-068-0000 0.87 (0.52) 0.35 $18,948.60 $6,632.01 7d 002-0010-068-0000 0.77 0.77 $18,948.60 $14,590.42
8a 002-0010-068-0000 0.76 0.76 $18,948.60 $14,400.94
8b 002-0010-068-0000 1.17 1.17 $18,948.60 $22,169.86
8c 002-0010-068-0000 0.87 0.87 $18,948.60 $16,485.28
9a 002-0010-068-0000 0.85 0.85 $18,948.60 $16,106.31
9b 002-0010-068-0000 0.83 0.83 $18,948.60 $15,727.34
9c 002-0010-068-0000 0.24 0.24 $18,948.60 $4,547.66
10 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
12a 002-0010-068-0000 0.94 0.94 $18,948.60 $17,811.68
12b 002-0010-068-0000 0.81 0.81 $18,948.60 $15,348.37
15a 002-0010-068-0000 0.77 0.77 $18,948.60 $14,590.42
15b 002-0010-068-0000 0.67 0.67 $18,948.60 $12,695.56
15c 002-0010-068-0000 0.76 0.76 $18,948.60 $14,400.94
15d 002-0010-068-0000 0.65 0.65 $18,948.60 $12,316.59
17 002-0010-068-0000 1.74 1.74 $18,948.60 $32,970.56
18 002-0010-068-0000 0.38 0.38 $18,948.60 $7,200.47
Prepared by EPS 11/5/2021 Z:\Shared\Projects\SAC\172000\172106 Sacramento Railyards CFD Formation\Models\172106 m5 CFD

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Railyards Community Facilities District No. 2018-01 (Improvements) Maximum Annual Special Tax per Original Parcel - Base Year (Fiscal Year 2018-19) Origial Original New Maximum Annual Maximum Annual
Lot Total Taxable Swapped Taxable Special Tax Special Tax Number Original Parcel Acres Acres Acres Acreage per Acre Lot Number [1]
19 002-0010-068-0000 0.31 0.31 $18,948.60 $5,874.07
20 002-0010-068-0000 1.55 1.55 $18,948.60 $29,370.33
21a 002-0010-068-0000 0.65 0.00 0.65 0.65 $18,948.60 $12,316.59 21b 002-0010-068-0000 2.38 0.00 1.90 2.38 $18,948.60 $45,097.67 21c 002-0010-068-0000 0.66 0.00 0.52 0.66 $18,948.60 $12,506.08 22 002-0010-068-0000 0.19 0.19 $18,948.60 $3,600.23
23 002-0010-068-0000 0.27 0.27 $18,948.60 $5,116.12
24 002-0010-068-0000 0.62 0.62 $18,948.60 $11,748.13
25 002-0010-068-0000 1.04 1.04 $18,948.60 $19,706.54
26 002-0010-068-0000 0.46 0.46 $18,948.60 $8,716.36
27 002-0010-068-0000 0.86 0.86 $18,948.60 $16,295.80
28 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
30 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
31 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
32 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
33a 002-0010-068-0000 0.73 (0.73) 0.00 $18,948.60 $0.00 33b 002-0010-068-0000 1.17 (1.17) 0.00 $18,948.60 $0.00 33c 002-0010-068-0000 1.06 1.06 $18,948.60 $20,085.52
33d 002-0010-068-0000 1.03 1.03 $18,948.60 $19,517.06
33e 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
34 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
35 002-0010-068-0000 3.14 3.14 $18,948.60 $59,498.60
42 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
47a 002-0010-068-0000 1.47 1.58 $18,948.60 $29,938.79
47b 002-0010-068-0000 1.61 1.61 $18,948.60 $30,507.25
48a 002-0010-068-0000 2.88 2.88 $18,948.60 $54,571.97
48b 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
49a 002-0010-068-0000 0.94 0.94 $18,948.60 $17,811.68
49b 002-0010-068-0000 2.68 2.68 $18,948.60 $50,782.25
50 002-0010-068-0000 1.52 1.52 $18,948.60 $28,801.87
51a 002-0010-068-0000 3.36 3.36 $18,948.60 $63,667.30
51b 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
52a 002-0010-068-0000 2.99 2.99 $18,948.60 $56,656.31
52b 002-0010-068-0000 2.27 2.27 $18,948.60 $43,013.32
52c 002-0010-068-0000 2.24 2.24 $18,948.60 $42,444.86
52d 002-0010-068-0000 4.21 4.21 $18,948.60 $79,773.61
52e 002-0010-068-0000 2.91 2.91 $18,948.60 $55,140.43
53 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
56a 002-0010-068-0000 0.56 0.56 $18,948.60 $10,611.22
56b 002-0010-068-0000 0.73 0.73 $18,948.60 $13,832.48
56c 002-0010-068-0000 0.73 0.73 $18,948.60 $13,832.48
56d 002-0010-068-0000 0.87 0.87 $18,948.60 $16,485.28
57a 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
57b 002-0010-068-0000 0.45 0.45 $18,948.60 $8,526.87
57c 002-0010-068-0000 0.74 0.74 $18,948.60 $14,021.96
57d 002-0010-068-0000 0.72 0.72 $18,948.60 $13,642.99
57e 002-0010-068-0000 0.74 0.74 $18,948.60 $14,021.96
58a 002-0010-068-0000 0.00 0.00 $18,948.60 $0.00
58b 002-0010-068-0000 0.87 0.87 $18,948.60 $16,485.28
58c 002-0010-068-0000 0.91 0.91 $18,948.60 $17,243.23
59a 002-0010-068-0000 0.63 0.63 $18,948.60 $11,937.62
Prepared by EPS 11/5/2021 Z:\Shared\Projects\SAC\172000\172106 Sacramento Railyards CFD Formation\Models\172106 m5 CFD

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Prepared by EPS 11/5/2021 Z:\Shared\Projects\SAC\172000\172106 Sacramento Railyards CFD Formation\Models\172106 m5 CFD

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Sacramento City CouncilMarch 15, 2022

Sacramento City Council
March 15, 2022