The City of Coatesville
Redevelopment Authority (RDA) and the Downtown Revival Limited Partnership
(DRLP) entered into an Agreement in 2002.
The DRLP proposed renovating 5
buildings on 4 Downtown parcels in exchange for a loan of $420,000 from the
RDA. Repayment would be on a monthly
basis through 2022. Repayment of the
$420,000 loan would be paid in monthly installments equal to the amount that
the RDA leased the ground floors of each of the DRLP renovated units. The RDA would be permitted to sub lease the
ground floor units, which were Commercial Units, and create a revenue stream
from the excess amount of the rent derived over the amount of the lease
payments to the DRLP.
The DRLP obtained the $420,000 from
the RDA (due in monthly payments), $500,000 from the City (due (0% interest) as
a balloon payment in 2042, County Grant money and a loan from Wachovia
Bank. In all the sum of money was in
excess of five million dollars ($5,000,000).
More than five million dollars was committed to the DRLP for renovation
on five buildings in Downtown Coatesville.
The buildings themselves were dilapidated at the time of acquisition by
the DRLP and were sold to them at an insignificant cost.
There were multiple Agreements
between the RDA and DRLP:
Revised Master Lease:
The Revised Master Lease noted the
basic terms of the Agreement. The RDA
had the right to lease the ground floor of the DRLP buildings (noted as the
Commercial Units) and the DRLP would lease the Residential Units which were on
the upper floors of the buildings. The
DRLP would pay basic fees on behalf of the RDA (insurance, snow removal,
property repair and maintenance on items not improved at the time of
renovation, etc) and the RDA would pay the DRLP a monthly fee based on their
share of the reimbursement of these items.
The Revised Master Lease noted that at Year End there would be a ‘True
Up’ of reimbursable services to be paid to the DRLP (if the monthly fees did
not cover the expenditures to be shared), or a refund would be paid to the RDA
is the True Up showed that the RDA had overpaid for reimbursable services in
their monthly payments to the DRLP.
Co-Op Agreement:
The Co-Op Agreement stated the
period of the Residential and Commercial Units operating periods. The $420,000 loan to the DRLP would be paid
in full by the year 2022. At that point
in time the DRLP, in writing to the RDA, could re-claim the rights of the RDA
to sub-let the Commercial Units and cancel the RDA’s ability to lease the units
and collect rent as a landlord, under the Sub Lease Agreement. The RDA could also, in writing to the DRLP,
return the Commercial Units to the DRLP and be free of any further lease
payments to the DRLP for the right to sub-let the units, or any of the
ancillary expenses involved with the units.
The Co-Op Agreement also spelled
out how the Residential Units and the Commercial Units would pay City, County
and School District Real Estate Taxes on the buildings.
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Due to its mission of rehabilitating dilapidated
housing units in the Downtown area, The Residential Units were given
preferential taxation by the three taxing entities (City, County and School
District)
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The Payment in Lieu of Taxes (PILOT) for the
Residential Units was noted as a figure (my recollection) approximately $12,000
per year for tax year 2003, which would increase each year by 3%.
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The Commercial Units were not to be taxed until
termination of the Agreement which was stated to be 2042.
Mortgage Agreement and Mortgage Disbursement Agreement:
The Mortgage Agreement and
Disbursement Agreement noted the various phases at which the funding parties
would reimburse the DRLP for construction costs, and they also gave the RDA the
right to request any documents from the DRLP that would confirm the safety of
the properties (tax payments, payments to billing parties (etc) the purpose of
which was to confirm that tax liens and vendor liens would not undermine the
RDA’s interest in the properties, and denigrate the RDA’s position with first
priority in the Loan Subordination.
In 2011 it was determined that the
DRLP had routinely billed the RDA for the Commercial Units share of the taxes
on the properties. Apparently, the RDA
paid the taxes to the DRLP or directly to the County in some cases (I was told)
because the DRLP billed us (the RDA), and they wouldn’t have billed us unless
we owed it.
At the same point in time the DRLP
increased the Monthly Maintenance Fee on the Commercial Units by more than a
50% increase. The RDA was asked to pay
for the DRLP’s staff salaries, staff benefits, training, electricity, and many
other expenses that were not noted in the Revised Master Lease. The Revised Master Lease called for a Year
End True Up, which would re-establish accurate Maintenance Fees due for the
prior period and hence for the New Year.
True Ups were never provided to the RDA and the RDA was operating in
2010 with the Estimated Maintenance Fee from the 2002 Agreement.
It could be established, based on a
schedule of the County’s records of taxes paid on the properties that the RDA’s
tax payments, in some years, were the only taxes paid for these parcels. The County noted that they (in 2011) would be
willing to roll back to the original PILOT rate (2003) and begin increasing the
figure by 3% in 2012 if the DRLP would agree to make the PILOT payments as
agreed upon.
A review of the RDA’s vendor payments
in 2005 showed tax payments directly to the DRLP, and other years the payments
were either to the DRLP or to the County.
The RDA held up the tax payments in 2010 when questions about the
authenticity of the Commercial Units tax payment requirements came up. The DRLP denied and negated the Commercial’s
Units tax free status; however the County Assessment Office confirmed that the
RDA was reading the Co-Op Agreement correctly and tax payments were not due
from the Commercial Units.
A review of the expenses that
should be reimbursed to the DRLP by the RDA also showed that the Annual Maintenance
Fees that should be reimbursed to the DRLP were in the $3,000 to $5,000 range
not the $11, 000 to $12,000 that the DRLP had established.
My estimate of monies due from the
DRLP to the RDA for periods 2003 – 2010 are approximately $6,600 for
Maintenance Fees (based on a $5,000 reimbursement to DRLP each year – which by
my estimate is on the high side. A more
realistic figure appears to be in the $3,000 per year range), and approximately
$60,000 due to the RDA for tax payments billed, but not due from the Commercial
Units.
I had stopped paying the
Maintenance Fee until a True Up for 2010 and prior periods was forwarded to the
RDA, and confirmation of tax payments (copy of checks front and back) were
submitted to the RDA. The Chairman of
the RDA, after my termination in October 2011, began re-paying the Maintenance
Fee to the DRLP despite the RDA’s insistence on being provided True Up from prior
periods. I was told that neither True
Ups nor confirmation of tax payments had been remitted to the RDA.
Has the RDA Chairman ceased
requesting proof of the DRLP’s tax payments to the County for their share of
the PILOT for prior periods? Has he
failed to assert that the DRLP refund the RDA tax payments that the DRLP seems
to have called their own?
The DRLP initially stated that
proof of payment could not be provided because their records were at Iron
Mountain and could not be retrieved, and later they stated that the RDA did not
have the right to demand proof of tax payments on the parcels. The Mortgage Agreement / Disbursement
Agreement gave the RDA the right to ask for delivery of any documents that
would confirm the security of the properties.
Why did the RDA Chairman back off
from demanding repayment of more than $60,000 due to the RDA from the
DRLP?
The RDA’s sustainability, as an
entity, is in a critical cash position and the DRLP refunds which are due to
the RDA could sustain the RDA for two more years until the RDA could hopefully
develop the Flats and the Train Station.
Why did the DRLP present the RDA
payments as payments for the DRLP properties, in some cases?
Why isn’t the RDA Board holding the
DRLP to the Agreements signed in 2002?
The RDA Board and the RDA Solicitor
were well informed of the DRLP’s obligations in these regards, but they backed
off of insisting upon True Ups, per the Revised Master Lease, and proof of DRLP
tax payments (and RDA refunds for taxes paid) when I (Finance Director of the
City and the RDA) was severed by the City.
Why?
DLRP CHAIN OF COMMAND
Senior Project Manager (Development) at The Community Builders, Inc.
