FORM GEN. 160
CITY OF LOS ANGELES INTER-DEPARTMENTAL CORRESPONDENCE 0220-00013-2307 Date: May 28, 2010 To: From: Subject:
The City Council The Mayor
Miguel A. Santana, City Administrative OfficJ'J\J
Gerry F. Miller, Chief Legislative
Analys~
VARIOUS ACTIONS RELATED TO THE MIDTOWN CROSSING PROJECT The Community Redevelopment Agency (Agency) and the Community Development Department (COD), in two separate transmittals, request various actions relative to the Midtown Crossing Commercial Redevelopment Project-Phase II (Project) located at 4550-4650 West Pice Boulevard in the Mid-City Recovery Redevelopment Project Area. In May and June 2004, the Mayor and Council approved an aggregate $8.8 million Section 108 loan for Midtown to fund land acquisition and soft costs and authorized the use of not more than 49 percent of Project generated site-specific tax revenues (SSTR, the City's share of sales taxes, utility taxes and business license fees) to debt service the loan (C.F. 02-2741). In January 2007 and July 2008 respectively, the Council approved an Owner Participation Agreement (OPA) and the First Amendment between the Agency and CIM/PICO, L.P. (Developer/Borrower) for the Project (C.F. 06-0131 & 06-2614).
The Agency requests authorization to execute a Second Amendment to the OPA. If approved, the proposed Second Amendment will provide up to an additional $2,000,000 to the Project, increasing the Agency's financial assistance from a total of up to $14,322,000 (plus interest), as approved in the OPA and the First Amendment, to a total of up to $16,322,000 (plus interest). The Agency funds will be comprised of: 1) annual payments for a 30 year period beginning in 2012 and expiring in 2042 for an aggregate amount not to exceed $1 0,422,000; and 2) up to $5,900,000 in a lump sum and/or draw based payments. The annual payments up to $10,422,000 to be provided to the Developer by the Agency will be in the form of a pledge of 100 percent of the net Agency's Site Specific Tax Increment (SST I) Revenues from the Project. To date, the Agency has not disbursed any funds to the Developer.
The COD requests authorization to negotiate and execute a Loan Agreement with the Borrower for an additional borrowing of up to $19,250,000 in a Section 108 loan for the reasonable and eligible development costs of the Project; to use a maximum of 49 percent of the Project SSTR to apply towards debt service and repayment of the Section 1 08 Loan and to negotiate and execute a Pledge and Assignment Agreement with the Agency and apply the annual payments of net SSTI revenues towards the debt service payments for the $19,250,000 Section 108 Loan. If approved, the City will provide a total of up to $74.2 million for this Project, which is detailed below:
-2-1. $28 million in Section 108 Loans - the $8.8 million loan which was disbursed to the Developer in October 2007 pl~.:~s the additional request for $19,250,000 in loan funds; 2. An aggregate amount of up to $15.9 million in Project generated SSTR to debt service
the $8.8 million Section 108 loan for a 20 year period beginning in 2005 and expiring in 2024; and,
3. An aggregate amount not to exceed $30.3 million in Project generated SSTR to debt service the $19,250,000 Section 108 loan for a 30 year period beginning in 2012 and expiring in 2042.
When combined the total City/Agency contribution for this Project equals up to $90.5 million. A summary of Agency and the City financial assistance are provided in the Findings Section, Table One of the Agency transmittal dated May 20, 2010 and Attachment C of the COD transmittal dated May 18, 2010.
CIM/PICO, L.P. is a California limited partnership between CIM California Urban RE Fund GP XI, LLC (General Partner) and CIM 2009 CM Portfolio, L.P. (Limited Partner). The limited partner of CIM 2009 Portfolio L.P. is CIM Urban Real Estate Fund, L.P. (Fund), the primary equity investor of the Borrower. Of the Fund, the General Partner holds three and one-half percent interest along with limited partners California Public Employee Retirement System (CaiPERS; 59.9 percent), California State Teachers Retirement System (CaiSTERS; 36.2 percent), and other minority investing partners. CIM Group is the manager, sponsor and developer of the Borrowing entity.
The Midtown Crossing Project
The Project is a two-phased project which has experienced significant delays for a variety of reasons including a reconfiguration of the project development entities, the identification of anchor tenants and the reconfiguration of site disposition. Phase I, the small portion (18,200 square feet of retail), is completed; the retail space has been leased to six tenants and is generating sales. Upon completion, Phase II will consist of a three-story 365,439 square foot commercial and retail building with a multi-level parking structure. The first level of the building will house a Lowe's Home Improvement and Garden Center (Lowe's). The Developer has an executed lease with Lowe's and there is a time limit on the lease commitment, which requires that Lowe's be completed by July 1, 2012. Additional construction will include space for an additional big-box store, smaller store retail and storage for each tenant.
Since July 2008, the Project's total development costs (TDC) increased by $5.7 million, to $166.6 million from $160.9 million. The new TDC will be comprised of $62.1 million (37 percent) in Developer Equity, $70.6 million (42 percent) in Conventional Loans, $28 million (17 percent) in Section 108 Loans from the COD and $5.9 million (four percent) in Agency funds. The Agency states that the Project's return on investment is just under seven percent. For additional information on the Project's sources and uses, see Attachment B of the COD transmittal dated May 18, 2010 and Table two of the Agency transmittal dated May 20, 2010.
-3-The Agency states that the increase in TDC was primarily attributable to the delay in construction resulting from the national financial crisis. Project construction activity started in July 2008. However, in September 2008 when the credit crisis hit its most critical stage and just before construction loans were scheduled to close, the Developer's three lenders withdrew their loan commitments. As a result, the Project came to an abrupt halt. If approved, the Developer is able to complete the Project as a result of: 1) the executed lease from Lowe's; 2) recently obtaining a new construction loan commitment from Comerica Bank; and, 3) an additional Section 108 Loan in the amount of $19,250,000 from the COD (which is subject to Mayor and Council approval).
City Financing
The U. S. Department of Housing and Urban Development (HUD) issued bonds for an $8.8 million Section 108 Loan for Midtown Plaza (formerly Pico Plaza) during its public offering in June 2004. Per the Loan Agreement, CIM Urban Real Estate Fund, L.P., the Guarantor for the $8.8 million Section 108 loan, is required to provide the City with financial statements by June 1st of each year. To date, the City has not received this information for any
year since the inception of the loan. In addition, a payment for the debt service shortfall amount is due from the Developer on June 1st each year that a shortfall exists. The Developer
has made the necessary payments in previous years. To date, the COD has not provided the Developer with the information necessary to make this year's payment because COD states that the Office of Finance (OOF) and the Department of Water and Power (DWP) have not provided the most recent information of the Project generated SSTR in order to calculate the payment amount for the debt service shortfall. See Findings Section for additional information regarding the $8.8 million Section 108 loan.
The COD now requests authorization to negotiate and execute a promissory note in favor of HUD for the borrowing of up to $19,250,000 by the City pursuant to the HUD Section 108 Loan Guarantee program. Attachments One and Two detail the Term Sheet and the Risks and Mitigation Factors, respectively, for the $19,250,000 Section 108 Loan for the Project. We recommend that the release of the $19,250,000 in Section 108 Loan funds should be subject to HUD approval and the following:
1. The receipt by the COD of financial statements and compliance with the provisions of the Guaranty Agreement between the City and CIM Urban Real Estate Fund, L.P., the Guarantor for the previously approved $8.8 million Section 1 08 Loan for the Project;
2. The receipt of the June 1, 201 0 debt service payment from CIM Urban Real Estate Fund, L.P. for the $8.8 million Section 108 Loan;
3. The Borrower providing necessary and sufficient documentation evidencing at least 60 percent of the Project is pre-leased; and,
4. The Borrower's creation of an entity to serve as Guarantor for the subject $19,250,000 Section 108 Loan.
In addition to COD's analysis of projected SSTR for the Project, Kosmont Companies, an independent, third-party consultant, has also conducted preliminary analysis of
-4-the revenue assumptions for -4-the Project. Based on both reviews and revenue assumptions, it is concluded that to pay the debt service for the Section 108 Loan, the City will have to pledge between and 49 percent and 69 percent of SSTR for the Project.
The Developer must agree and acknowledge that the City will not exceed the pledge of an aggregate 49 percent of SSTR over the life of the Section 108 Loan. Attachment C to the COD transmittal defines each year's percentage of SSTR pledged from Year Four through Year 20, and these percentages should be adhered to. Any shortfall of SSTR debt payments will be the sole responsibility of the Developer. The Borrower shall procure the guaranty of an independent Guarantor (Guarantor) directly to the City that would guarantee the Section 108 Loan (See Findings Section for additional details). In the course of the Guaranty, the Guarantor shall meet the following covenants: 1) Guarantor's capitalization, as determined by current market value (determined by annual appraisal) shall not fall below $1 0, 000, 000; and 2) Guarantor's annual unencumbered and unrestricted Cash Flows from operation shall not fall below $1,567,000.
The COD further requests that the Mayor and Council instruct the OOF and request the DWP to provide on a quarterly basis to COD and the City Administrative Officer (CAO) the most recent information on the amount of the City's share of the SSTR for the Project as well as all COD administered SSTR projects. In May 2006, the Mayor and Council adopted a SSTR tracking procedure (C.F. 06-0201, see Attachment Three). The OOF currently provides information to the COD and CAO on an annual basis. In order to obtain tax information accurately and in a timely manner, we recommend that the OOF and DWP report to the COD and CAO on a quarterly basis with tax information as it applies to debt service and repayment of Section 108 loans. In addition, we recommend that COD convene a Working Group consisting of the CAO, Chief Legislative Analyst, City Attorney, OOF and DWP to meet at a minimum on a quarterly basis to ensure that tax and debt service/repayment information is obtained and discussed.
Agency Financing
The Agency requests authorization to: 1) execute a Second Amendment to the OPA which includes a payment of up to $2,000,000 for the construction of publicly owned improvements; 2) imposition of the Agency's Construction Careers and Project Stabilization Policy only on that portion of Phase II of the Project; 3) amendment of its Fiscal Year 2009-10 budget and work program to transfer to the budgeted line item "Public Improvements" a total of $1,500,000 from the following three budgeted items: a) $537,000 from Commercial and Industrial; b) $863,000 from Development Opportunities; and, c) $100,000 from Community Facilities and Program; and, 4) submission of an application for a U.S. Department of Commerce Economic Development Administrative Grant in the amount up to $1,000,000 for the purpose of reimbursing the Agency for a portion of the additional $2,000,000 financial assistance to the Project. Pursuant to the Second Amendment, the construction costs may be reimbursed by up to $2,000,000 of Agency funds.
Capital Finance Administration Fund
The State Constitution prohibits the City from committing future General Fund revenues without voter approval but does allow for yearly lease payments. Since the Block Grant Investment Fund Policy allows the use of up to 50 percent of the gross amount collected
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-as a repayment source for Section 108 loans for up to a 20-year period, the City Attorney h-as indicated that funds for any annual payment are subject to discretionary appropriation by the Mayor and the Council.
Since a total of $1,432,750 in Interest Reserve funds will be set aside to pay interest only debt service payments for three years, General Fund monies currently are not needed to pay debt service obligations for the $19,250,000 Section 108 Loan but they may be in the future, which could affect the City's ability to use the Municipal Improvement Corporation of Los Angeles for capital projects. The use of General Fund revenues, instead of the projects' net operating income, special fund or Community Development Block Grant (CDBG), makes Section 108 debt obligations a General Fund obligation. As a result, any General Fund revenues used to pay for Section 108 debt obligations will be added to the City's debt ceiling for non-voter approved debt. Attachment Four is the City's non-voter approved debt chart as of May 2010.
The Section 1 08 Loans represent funds from the federal government and are collateralized against future City Community Development Block Grant entitlements. Should these funds be used in an ineligible activity, repayment would be required from non-federal dollars.
RECOMMENDATIONS
1. That the City Council:
a. Authorize the Community Redevelopment Agency (Agency) Chief Executive Officer, or designee, to:
i. Execute a Second Amendment to the Owner Participation Agreement with CIM/PICO, L.P., for the Midtown Crossing Commercial Redevelopment Project (Project) and to take any action necessary to implement the Second Agreement, which amendment provides for, among other things, a payment of up to $2,000,000 for public improvement costs; and
ii. Apply for a U.S. Department of Commerce Economic Development Administrative Grant in the amount up to $1,000,000 for the purpose of reimbursing the Agency for a portion of the financial assistance it is providing under the Second Agreement; and
b. Authorize the imposition of the Agency's Construction Careers and Project Stabilization Policy only on that portion of Phase II of the Project, the construction costs for which will be reimbursed by up to $2,000,000 of Agency funds pursuant to the Second Amendment;
c. Amend the Agency's Fiscal Year 2009-10 Budget and Work Program to transfer $537,000 from budgeted line item "Commercial and Industrial," $863,000 from "Development Opportunities" and $100,000 from "Community Facilities and Program" to budgeted line item "Public Improvements";
-6-d. Amend the site specific tax revenues (SSTR, sales taxes and business license fees) tracking procedure (Attachment Three) and instruct the Office of Finance's General Manager, or designee, to report on a quarterly basis, by no later than two weeks after the end of each calendar quarter, to Community Development Department (COD) and the City Administrative Officer (CAO), the amount of the City's share of the Sales Tax and the Business Tax from the Project, as well as all other projects where the City's share of Sales Tax and Business Taxes are pledged for debt service and repayment of Section 1 08 loans administered by COD;
e. Amend the SSTR tracking procedure (Attachment Three) and request the Department of Water and Power's (DWP) General Manager, or designee, to report on a quarterly basis, by no later than two weeks after the end of each calendar quarter, to COD and the CAO, the amount of the City's share of the Utility Taxes from the Project, as well as all other projects where the City's share of Utility Taxes is pledged for debt service and repayment of Section 1 08 loans administered by COD; and,
f. Instruct the COD to convene a Working Group consisting of the CAO, Chief Legislative Analyst, City Attorney, Office of Finance and DWP to meet at a minimum on a quarterly basis for the purposes of obtaining and reporting information to the Mayor and Council relative to the City's share of Sales, Business and Utility Taxes pledged for debt service and repayment of Section 108 loans administered by COD;
2. That the City Council and the Mayor:
a. Authorize the COD's General Manager, or designee, to:
i. Negotiate and execute a promissory Note in favor of the U.S. Department of Housing and Urban Development (HUD) and the related documents (HUD documents) for the borrowing of up to $19,250,000 by the City pursuant to the Section 108 Loan Guarantee program from HUD, in order to provide financial assistance for the development of Midtown Crossing -Phase II Project, subject to approval of the City Attorney as to form and legality;
ii. Negotiate and execute amendments of the HUD Documents that may be necessary, subject to approval of the City Attorney as to form and legality; iii. Negotiate and execute a Section 1 08 Loan Contract and related
documents for advancing the Section 108 Loan of up to $19,250,000 to CIM/PICO, L.P. for the reasonable and eligible development costs of the Project, subject to approval of the City Attorney as to form and legality and to the following:
(1) The Borrower providing necessary and sufficient documentation evidencing that at least 60 percent of the Project is pre-leased, as
-7-evidenced by fully executed lease agreements, acceptable to COD and to the City Attorney as to form and legality;
(2) The Borrower's creation of an entity to serve as Guarantor for the subject $19,250,000 Section 108 Loan, acceptable to COD and to the City Attorney as to form and legality;
(3) The receipt of financial statements, pursuant to the Guaranty Agreement between the City and CIM Urban Real Estate, L.P., the Guarantor for the previously approved $8.8 million Section 108 Loan for the Project, acceptable to COD and to the City Attorney as to form and legality; and,
(4) The receipt of this year's debt service shortfall from CIM Urban Real Estate Fund, L.P. for the $8.8 million Section 108 Loan;
iv. Provide debt service for the Section 108 Loan by applying up to 49 percent of site specific tax revenues (SSTR) generated from the Project (consisting of Lowe's and other retailers to be determined). Attachment C to the COD transmittal defines each year's percentage of SSTR pledged from Year Four through Year 20, and these percentages should be adhered to;
v. Negotiate and execute a Pledge and Assignment Agreement with the Agency for the pledge of 1 00 percent site specific tax increment revenues (SSTI) from the Project to be applied towards debt service and repayment of the Section 1 08 Loan;
vi. Negotiate and execute agreements that will subordinate the Section 108 Loan to a construction or a permanent senior lender, and also other amendment(s) related to the Section 108 Loan Documents, subject to approval of the City Attorney as to form and legality;
vii. Prepare Controller instructions, with concurrence of the CAO, including any future technical adjustments relative to the intent of this report, and instruct the Controller to implement these instructions;
b. Authorize the Controller to establish new account F217 Midtown Crossing Phase II and appropriate $19,250,000 within Fund 43F Section 108 Loan Guarantee Program;
c. Find that the Project is in compliance with CEQA and the National Environmental Policy Act (NEPA), and as per the environmental documents the Project has no adverse impact on the environment; and,
d. Find that the Project meets the national Objective, Eligible Activity and Public Benefit provision of the Housing and Community Development Act and that the Project is necessary and appropriate to accomplish the City's economic development objectives.
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-FISCAL IMPACT STATEMENT
The Midtown Crossing (Project) will have a General Fund impact. The Borrower shall procure the guaranty of an independent Guarantor (Guarantor) directly to the City that would guarantee any shortfalls in the Project generated site specific tax revenues (SSTR, sales taxes and business license fees) and Community Redevelopment Agency's (Agency) net Site Specific Tax Increment (SSTI) Revenues for the Section 108 Loan. If the Guarantor is not procured and the Project generated SSTR and SSTI are insufficient for the proposed $19,250,000 Section 108 debt service obligations, the impact to the General Fund could potentially be up to $30.3 million. The use of General Fund revenues to pay Section 108 debt service payments makes this financing a General Fund obligation. The Section 108 Loans represent funds from the federal government and are collateralized against future City's Community Development Block Grant entitlements. Should these funds be used in an ineligible activity, repayment would be required from non-federal dollars.
The Community Development Department (COD) contribution to the Project totals up to $74.2 million, which is comprised of: 1) $28 million in Section 108 Loans ($8.8 million loan which was disbursed to the Developer in October 2007 plus the additional request for $19,250,000 in loan funds); 2) an aggregate amount of up to $46.2 million to debt service the $28 million in Section 108 loans. As proposed, the $46.2 million in Section 108 loan debt service will be comprised of: up to $35.8 million in Project generated SSTR and up to $10.4 million in Agency's SSTI Revenues. The annual Section 108 debt service payments for the two loans will be derived from up to 49 percent of Project generated SSTR. The $46.2 million in Section 108 loan debt service will be comprised of: a) up to $15.9 million in Project generated SSTR to debt service the existing $8.8 million Section 108 loan for a 20 year period, which began in 2005 and will expire in 2024; and b) up to $30.3 million in Project generated SSTR to debt service for the $19,250,000 Section 108 loan for a 30 year period to begin in 2012 and to expire in 2042.
The Agency's contribution to the Project totals up to $16,322,000 (plus interest) and is comprised of: 1) annual payments for a 30 year period beginning in 2012 and expiring in 2042 for an aggregate amount not to exceed $10,422,000; and 2) up to $5,900,000 in a lump sum and/or draw based payments. The source of funds will be tax increment funds from the Wilshire Center/Koreatown Recovery Redevelopment Project Area and tax increment, bond proceeds (taxable) and Assembly Bill 1290 funds from the Mid-City Recovery Redevelopment Project Area. The Agency is only bound by the disclosure provisions of the City's Debt Management Policies; the City Financial Policies are not applicable to the Agency.
DEBT IMPACT STATEMENT
The inclusion of the site specific tax revenues (City's share of sales taxes, utility taxes and business license fees) in the City's debt limit falls within the six percent limit of debt service payments to General Fund revenues.
-9-FINDINGS
1. Basis for Report
The Community Development Department (COD) released a transmittal dated May 18, 2010 requesting, among other things, an additional U.S. Department of Housing and Urban Development (HUD) Section 108 Loan in the amount of $19.25 million for the Midtown Crossing Commercial Redevelopment Project -Phase II Project (Project) located in the Mid-City Recovery Redevelopment Project Area (MCRRPA). The Community Redevelopment Agency Board at its meeting of May 20, 2010 approved the recommendations presented by Agency staff relative to the execution of Second Amendment to the Owner Participation Agreement (OPA) which includes a payment of up to $2,000,000 for the construction of publicly owned improvements with CIM/Pico, L.P. for the Project (formerly known as the Midtown Plaza project). The Chief Legislative Analyst (CLA) and City Administrative Officer (CAO) were requested to report on the matter.
2. $19.25 million Section 108 Loan
The COD now requests authorization to negotiate and execute a promissory note in favor of HUD and a Loan Agreement with the Borrower for the borrowing of up to $19,250,000 by the City pursuant to Section 108 Loan Guarantee program from HUD for the reasonable and eligible development costs of the Project. The COD also requests authorization for an annual budgetary appropriation of a maximum of 49 percent of the Project SSTR to apply towards debt service and repayment of the $19,250,000 Section 108 Loan. If approved, the Project will have Section 108 Loans totaling $28 million. Both Section 108 Loans will be collateralized by a second deed of trust security interest in the Project site.
The $19,250,000 Section 108 Loan will have a 20 year term. A total of $1,432,750 in Interest Reserve funds will be set aside to pay interest only debt service payments for three years. The debt service payments for the remaining 17 year term will be as follows:
1. Pledge of 100 percent of Agency's net site specific tax increment (SSTI) revenues of the Borrower and Agency from the Project, as per Attachment D of the COD transmittal dated May 18, 201 0;
2. Pledge of a total 49 percent of the site-specific tax revenues (SSTR, the City's share of sales taxes, utility taxes and business license fees), as per Attachments C and E of the COD transmittal dated May 18, 201 0;
Prior to release of funds, the Borrower shall procure the guaranty of an independent Guarantor (Guarantor), directly to the City that would guarantee the Section 108 Loan with respect to the following:
1. Any and all shortfalls in the SSTR and SSTI, in amounts sufficient to meet debt service obligations of the Section 108 Loan, that are lesser than the projections in Attachment C to the COD transmittal dated May 18, 2010, including the replenishment of Interest Reserves during the Variable Interest Rate (interest only) obligation of the Section 108 Loan);
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10-2. Construction start date and completion guarantees; 3. Prepayment Penalties, as provided in this term sheet;
4. Guaranty conversion of the Section 108 Loan from Variable to Fixed Interest Rate, as provided herein; i.e., in an amount sufficient to meet debt service of the Section 108 Loan at the Fixed Interest Rate. The conversion provision may mandate the Guarantor to partially prepay the Section 1 08 Loan in order to effectuate the conversion to the Fixed Interest Rate as provided in this term sheet; and,
5. In case additional private financing, as provided in Attachment B hereto, is not secured in time and in the projected amount, the Guarantor shall fund any and all resulting shortfall(s) up to 100 percent of the required funds to complete the Project.
Based on information provided by CDD, the following chart reflects estimates of the City's debt capacity relative to Section 1 08 loans:
Basis of Calculation -Entitlement Amount of $79.4 million *
Capacity Based on Entitlement Amount $397,000,000
Los Angeles Housing Department Loans 53,000,000
COD Existing Loans 156,000,000
Loans Pending HUD Review 48,000,000
Loans Pending Mayor/Council Consideration, including Midtown and District 51,000,000 Square
Remaining Section 108 Debt Capacity (includes Wait-listed Projects) $89,000,000
* $79.4 million was the estimated amount of CDBG entitlement funds used to calculate the 361h PY Budget. The
calculation may need to be adjusted to reflect the reduced entitlement amount of approximately $78 million.
3. $8.8 million Section 108 Loan
The $8.8 million Section 108 Loan is two loans with two separate HUD amortization schedules: 1) a $1.8 million loan sourced from the Civil Unrest Funds which has a time limit for repayment to HUD. The HUD amortization schedule has a total of 25 principal and interest payments, which started August 2004 and will end August2016; and, 2) $7 million loan in the other Section 108 authority. The HUD amortization schedule has a total of 41 principal and interest payments, which started August 2004 and will end August 2024.
Due to delays in the completion of the entire project, the SSTR generated by the Project have not been sufficient to cover the $8.8 million Section 1 08 Loan payments. From June 2004 through April 2009, COD paid HUD a total of $2,645,230 in Section 108 debt service payments and fees for the Project. Of this total, $2,196,246 was paid from the following sources: Amount $1,247,000 861,936 109,515 Funding Source
Capitalized interest reserve account (October 2007 - present) Interest income earned from June 2004 through October 2007 SSTR revenues from Capital Finance in 2006-07
(22.205) $2.196.246
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-*SSTR revenues transferred from Midtown to Chesterfield TOTAL
*Per CDD, $22,205 in SSTR revenues will be transferred from the Midtown account to the Chesterfield account.
The difference between HUD Section 108 debt service payments and fees and the funding sources was $448,984, which was the actual net loss to COD as of April 2009. Of this amount, the COD was reimbursed $320,776 as part of the Developer Guarantee which left an actual loss to COD of $128,208 as of June 1, 2009. It should be noted that the Mayor and Council approved in March 2010 the 36th Program Year (2010-11) Consolidated Plan (C.F. 09-2665) $650,000 in CDBG funds to pay for the debt service shortfall for all COD projects including Midtown with negative balances through March 31, 2011. Previous appropriations relative to this line item appear in the 34th and 35th Program Years of $1,316,480 and $1 million, respectively (C.F. 09-2665). The City's allocation of CDBG funds serves as the ultimate security for the Section 108 loan.
In accordance with the amortization schedule for the Developer in the Midtown loan agreement (City Contract No. 1 08129), the City completes an annual calculation in April of each calendar year. If a debt service shortfall exists on June 1 of the same calendar year, the City will pursue the Developer Guarantee for the appropriate payment amount. Based on a review of the amortization schedule and the projected SSTR revenue received by the City as of April 2009, it was determined that a debt service shortfall existed which totaled $320.776 for the June 1, 2009 loan payment (Attachment Five). CIM Urban Real Estate Fund is the guarantor of any and all shortfalls in SSTR for the $8.8 million Section 108 Loan payments. On May 29, 2009, the funds were wired to the COD.
COD states a net loss for Midtown of $841 ,846 as of February 2008. However at that time, the COD estimate does not include: 1) the project's 2008-09 HUD principal and interest payments; 2) balance of the capitalized interest reserve account (total amount is $1 ,247,000); and, 3) project generated SSTR revenues previously paid from Capital Finance. Based on a review of the payments to HUD, SSTR revenue through April 2009 and other funding sources, the City Administrative Officer (GAO) estimated the actual net loss to COD to be $128,208 as of June 1, 2009. In addition, the current City's Budget does not include any SSTR revenue for the Project for its 2009-10 debt service obligations to HUD which total $722,005 because the project had already received the maximum allocation of project generated SSTR revenue in Capital Finance per the loan agreement and the BGIF Policy. The COD states that it is in the process of determining the debt service shortfall amount for the June 1, 2010 loan payment and will pursue the Developer Guarantee for the appropriate payment amount.
As of April 2010, the GAO estimates the total loss to COD for the HUD debt service obligations for the Project to be $850,213 ($128,208- the net loss as of June 2009 plus $722,005 for 2009-10 debt service obligations). Please note that this amount will be reduced in accordance with the final determination by the COD of the debt service shortfall amount for the June 1, 2010 loan payment and the receipt of the loan payment amount pursuant to the Developer Guarantee.
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12-The Second Amendment will increase the Agency financial assistance to the Developer to a total amount of up to $16,322,000 (plus interest). Of that amount, up to $10,300,000 will be used to fund publicly-owned improvements and $6,022,000 will be used to fund a portion of the foundation costs. To date, the Agency has not disbursed any funds to the Developer.
The $10,422,000 in Agency funds will be derived from two promissory notes with a six percent interest per annum, compounding annually over a 30 year period (the term to begin in 2012 and expire in 2042 unless it is repaid prior to this date). The source of repayment is limited to the Agency's net SSTI funds which will be generated by the Project after it is built. A summary of the notes is provided below:
• Senior Note: The OPA obligates the Agency to provide to the Developer a promissory note of up to $5,000,000 (principal amount). This will be a pledge of the Agency's net SSTI funds in an annual amount not to exceed $465,000 in order to reimburse the Developer for certain public improvement costs.
• Junior Note: The First Amendment obligates the Agency to provide to the Developer a second promissory note of up to $5,422,000 (principal amount). This will be an additional pledge of the Agency's net SSTI funds in an annual amount capped at $385,000 in order to reimburse the Developer for certain public improvement costs and certain foundation costs.
If the net SSTI generated by the Project is not sufficient to repay the note, the balance is forgiven by the Agency in 2042. Both notes will have the same terms and are subject to various conditions precedent, including Project completion and certification of actual costs expended on the publicly-owned improvements and foundation by the Developer. The Agency payments under those two promissory notes will likely be assigned by the Developer to COD to pay a portion of the debt service on the Section 108 Loans. The Agency is not responsible for the repayment of these Section 108 Loans.
The balance of the Agency funds (up to $5,900,000) will be paid to the Developer as a lump sum and/or draw based payments. A summary of these payments is provided below:
• The First Amendment obligates the Agency to provide to the Developer as a lump sum payment of up to $3,900,000 in tax increment funds from the Wilshire Center/Koreatown Recovery Redevelopment Project Area in order to reimburse the Developer for certain public improvement costs. This payment is subject to conditions precedent including cost certification of actual expenditure of eligible costs, evidence of a closed construction loan and/or equity commitment equal to total development costs and verification that all building and grading permits have been obtained from the City to construct the improvements.
• The proposed Second Amendment will provide up to $2,000,000 as a draw based payment because it is anticipated the Developer will seek reimbursement through multiple payments rather than as one lump sum. The funds will come from the MCRRPA as follows: $963,000 in tax increment, $537,000 in bond proceeds (taxable)
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13-and $500,000 in Assembly Bill 1290 funds. This payment is also subject to conditions precedent including certification of costs actually incurred by the Developer.
If the Agency elects to construct the improvements by itself or by its contractors and subcontractors, the Agency will not have any obligation to provide the Developer with the additional $2,000,000 payment. The Agency would return to its Board for authorization prior to. making such election. In addition, the Developer will reimburse the Agency for any publicly-owned improvement costs exceeding $2,000,000. Finally, the Developer has agreed to comply with the Agency's Construction Careers and Project Stabilization Policy with respect to that portion of Phase II of the Project assisted by the additional $2,000,000 under the Second Amendment, which are the Phase II offsite public improvements.
If an EDA Grant of up to $1,000,000 is awarded to the Project, the proceeds will be used to reimburse the Agency for a portion of the $2,000,000 financial assistance provided by the Second Amendment. However, it should be noted that the $2,000,000 to be provided to the Developer is not predicated on the Agency applying for or receiving an EDA Grant. Depending on the timing of the EDA Grant process and the timing of the Phase II public improvement construction, the Agency may or may not receive any EDA Grant funds. If the EDA Grant is awarded, the Agency would return to its Board for authority to enter into agreements required by the EDA Grant; amend its budget to accept the EDA Grant money; and carry out actions associated with the EDA Grant.
5. Site Specific Tax Revenues
In May 2006, the Mayor and Council adopted a SSTR tracking procedure (C.F. 06-0201 ). In addition, the Mayor and Council required that all COD Section 108 Loan Agreements between the City and project developers using SSTR as a repayment source of a loan provision requiring the developers to obtain from project tenants a waiver from the confidentiality provisions of Los Angeles Municipal Code (LAMC) Section 21.17 and State law (C.F. 06-0201). The City Attorney has raised significant concerns relative to the tracking and use of project-generated SSTR. In general, the concerns involve the confidentiality of the information, the use for purposes other than tax collection, difficulty in obtaining accurate sales and utility users' tax information, Public Records Act requests and waivers of privacy interests of the project tenants.
Taxpayers report sales tax revenue to the State and, pursuant to a City Resolution, the State allows the City to examine sales and use tax data (California Revenue & Taxation Code [CRTC] Section 7056[b]). CRTC 7056(a) (1) makes it unlawful for any City to make public the sales and utility user taxes paid by any particular taxpayer. In compliance with this code section, the City abides by the "rule of four." The Office of Finance (OOF) states that the rule of four pertains to disclosure of aggregate sales/ utility user tax data for four separate taxpayers provided that no one taxpayer accounts for more than 50 percent of the sales/utility user tax data reported.
Therefore, if there are three other tenants in addition to Lowe's and Lowe's does not account for more than 50 percent of the sales/use tax reported, OOF can lawfully report the aggregate tax data to COD and the CAO. Conversely, if there are less than four total tenants or if Lowe's accounts for more than 50 percent of the sales/use tax data reported
-
14-(regardless of the number of tenants), tenant privacy waivers must be obtained from all tenants in order for OOF to legally and accurately report aggregate tax data to COD and the CAO.
Andrea Galvin Legislative Analyst
MASIGFM:LJSIAG:021 00175c
Attachments
~&~
Lisa Johnson ·@lith
Borrower: City Loan: Project:
Stated Maturity:
Front End Fee:
Recourses:
Interest Rate:
Attachment One: Section Loan Term Sheet Midtown Crossing Project
CIM/PICO, LP $19,250,000
The Project is the second phase of a retail complex, consisting of 354,900 NRSF, comprised of 163,500 NRSF for Lowe's Homes Improvement, 31,400 NRSF for in:..line general retailers, 125,000 NRSF of large format retail for 1-3 stores, 35,000 NRSF of storage space, and a 1 ,089-stall parking structure.
The Phase I portion of the Project, consisting of 18,199 NRSF and an 11-bay Bus Transit Center was completed in late 2007.
Twenty (20) years, from inception of the Section 108 Loan, i.e., commencing on the execution of the Section 1 08 Loan Documents. $96,250, or 0.50 percent of Section 108 Loan, payable to the City on closing.
The Section 1 08 Loan will have limited recourse to the Borrower. Debt service of the Section 108 Loan until the Section 1 08 Loan is repaid in full, including interest amount due thereunder, will be met solely from the following sources:
1. Pledge of 100 percent of SSTI revenues of the Borrower and CRA/LA from the Project, as per Attachment D of the COD transmittal; 2. Pledge of total 49 percent of SSTR, including the City's share of
Sales Tax, as well as Business and Utility taxes, from the Project, as per Attachments C and E of the COD transmittal, subject to annual appropriation by the City;
The 49 percent pledge shall be met in the course of the Section 1 08 Loan, whereby the years that SSTR is generated in excess of the 49 percent shall compensate for the years where SSTR falls short of the 49 percent; and
3. Guaranty as provided in this Term Sheet.
Interest rate of the Section 108 Loan will be the pass-through of the City's cost of funds as charged by HUD, as follows:
For the period from inception of the City Loan through the Conversion to a Fixed Interest Rate:
Interest-only obligation of the Section 108 Loan will be at Variable Interest Rate indexed to three months LIBOR, re-set monthly, plus spread of about 0.25 percent, per annum, payable on a quarterly basis. For the period from Conversion of the Section 108 Loan to Fixed Interest Rate through the Stated Maturity:
Quarterly installments of principal and interest will be at the yield of ten (1 0) years U.S. Treasury Notes plus spread of about 0.5 percent, per annum.
Conversion from Variable Interest Rate to Fixed Interest Rate shall occur at the latest of (a) three (3) years from inception of the Section 108 Loan, (b) Stabilized Operation, as defined hereinafter, or (c) a public offering by the HUD.
Stabilized Operation: Shall mean when the Project generates the aggregate of SSTR and SSTI as projected in Attachment C of the COD report.
Interest Reserve: $1,432,750.
The Interest Reserve shall pay for interest-only obligations of the Section 108 Loan in the course of the Variable Interest Rate period.
Upon conversion of the Section 1 08 Loan to a fixed interest rate, the unexpended portion of the Interest Reserve, if any, will be paid to the Borrower for reimbursement of the eligible costs of the Project or repayment of the Section 108 Loan.
During the Variable Interest Period, in case of shortfall(s) in the Interest Reserve, the Borrower shall guarantee the immediately replenishment of the Interest Reserve in amount(s) sufficient for the City to meet the on-going interest-only obligations to HUD.
Prepayment Fee: For the period from inception of the Section 108 Loan through the Conversion to a Fixed Interest Rate
There will not be a prepayment penalty.
For the period from Conversion to a Fixed Interest Rate through the Stated Maturity,
Prepayment of the Section 108 Loan will be subject to penalty.
The Prepayment Penalty is an amount to be determined such that if the principal prepayment amount is invested in equivalent term U.S. Treasuries, the City will be made whole, as if the Section 108 Loan was outstanding.
Appeal Prohibition: The Borrower and Tenants of the Project shall agree that as long as the City Loan is outstanding, they shall not make any appeal for reduction of
Collateral:
the Property Taxes imposed by the Los Angeles County Property Tax Assessor.
1. Pledge and Assignment of SSTI, by the Borrower and CRA/LA, as provided in this term sheet.
2. In addition, the Section 108 Loan, including the existing $8.8 million of a prior Section 108 loan, will be collateralized by a second deed of trust security interest in the Project sites designated by the Los Angeles County Assessor's Parcel Numbers 5083-033-015 and 016, all improvements, real and personal assets thereon, including subordinated assignment of the leases, rents, and other income.
The Section 108 Loan may be subordinated only to a construction or a permanent loan secured solely by the Project including Phase I, subject to loan to value limitations, as provided hereinafter.
Project Appraisal: The subject Section 108 Loan plus the existing Section 108 loan of $8.8 million is subject to market value appraisal of the Project on an "as built and stabilized" basis; with a ratio of total indebtedness of the Project (including the Section 108 Loan, plus the existing Section 108 Loan of $8.8 million, but not including the portion of the Section 108 Loan attributed to SSTI) to appraised value not to exceed 80 percent.
Closing Costs: As part of the escrow closing of the Section 108 Loan, Borrower shall pay for all the City's costs related to the closing of this transaction.
Guaranty: The Borrower shall procure the guaranty of an independent Guarantor (Guarantor), directly to the City that would guarantee the City Loan with respect to the following:
1. Any and all shortfalls in the SSTR and SSTI, in amounts sufficient to meet debt service obligations of the Section 108 Loan, that are lesser than the projections in Attachment C to the COD report, including the replenishment of Interest Reserves during the Variable Interest Rate (interest only) obligation of the Section 108 Loan;
2. Construction start date and completion guarantees; 3. Prepayment Penalties, as provided in this term sheet;
4. Guaranty conversion of the Section 108 Loan from Variable to Fixed Interest Rate, as provided herein; i.e., in an amount sufficient to meet debt service of the Section 108 Loan at the Fixed Interest Rate. The conversion provision may mandate the Guarantor to partially prepay the Section 1 08 Loan in order to effectuate the conversion to the Fixed Interest Rate as provided in this term sheet; and,
5. In case, additional private financing, as provided in Attachment B hereto, is not secured in time and in the projected amount, the Guarantor shall fund any and all resulting shortfall( s) up to 100 percent of the required funds to complete the Project.
Covenants:
Pledge of SSTI:
In the course of the Guaranty, the Guarantor shall meet the following covenants:
1. Guarantor's capitalization, as determined by current market value (determined by annual appraisal) shall not fall below $1 0,000,000; and 2. Guarantor's annual unencumbered and unrestricted Cash Flows from
operation shall not fall below $1,567,000.
The Owner Participation Agreement (OPA), amendment to OPA and Promissory Notes between the Borrower and CRA!LA do not allow for assignment of SSTI without the prior CRAILA approval. The COD acceptance of the pledge and assignment of SSTI by the Borrower and CRA!LA is subject to the following to be expressed in the Pledge and Assignment Agreement between the Borrower, CRA!LA and COD (City):
1. CRAILA (hereinafter, the "Assignor") shall expressly agree in the pledge and assignment agreement for the Borrower to assign the SSTI, as provided in the SSTI Projections attached hereto, solely for the benefit of the COD, HUD, and such other financial institutions (collectively, hereinafter "Assignee") that COD in its sole and absolute discretion may deem necessary to further pledge and assign the SST I, in order to implement monetization of the SST I by the means of borrowing pursuant to Section 108 Loan Guaranty Program from HUD and others sources.
2. The Assignor, shall expressly commit to the Borrower and the Assignee of its pledge and assignment of a one hundred percent (100%) of the SSTI, net of 25 percent (25%) set-aside for housing and specific pass-through charges by third parties (as provided in the attached SSTI Projection), commencing from the execution of the agreement for the pledge and assignment of SSTI to COD, through the expiration of the Redevelopment Plan for the Mid-City Corridors Project Area.
3. The Assignor shall remit to COD, as the primary Assignee, one hundred percent of the SSTI pledged immediately upon receipt.
4. The Assignor shall expressly acknowledge COD in its sole and absolute discretion will apply, use and utilize the received SSTI funds. 5. The Assignor shall represent to Assignee that Projected SSTI, as attached hereto and which will be incorporated by reference into City Loan Agreement as well as the Pledge and Assignment Agreement, to the best knowledge and information of the Assignee, are the best estimate of the actual SSTI from the Project.
In reciprocal representation, COD will agree to acknowledge that the Assignor has not made a commitment nor provided assurances to the Assignee that the Projected SSTI will materialize; and the pledge and assignment of the SSTI as described herein shall not extend nor be
construed as the Assignor's any other financial commitment to either the Project or the Assignee.
Construction: The labor component of construction for the Project shall comply with the Federal Commercial Davis Bacon Wage Act.
Monitoring Costs: The Borrower will be responsible to reimburse COD for all the costs associated with the COD monitoring of the Project and the Borrower's compliance with the Federal Commercial Davis bacon Wage Act, and Jobs Creation.
Job Creation: The Borrower shall commit to creation of not less than 802 new permanent full time equivalent jobs in the Project, including Phase I; with 51 percent of the jobs to be made available to low and moderate-income persons.
The Borrower and tenants of the Project shall commit to list all the employment opportunities at the Project with the WorkSource and OneSource Centers administered by the COD.
Commitments: Before or concurrent with the close of the Section 1 08 Loan, Borrower shall provide the City (a) copies of funding commitments, and (b) proof of the availability of financial resources to complete the planned development of the Project.
Pre-leasing: Condition precedent to entering into a funding agreement, is the Borrower's providing necessary and sufficient documentation evidencing that at least 60 percent of the Project is pre-leased, as evidenced by fully executed lease agreements, acceptable to COD and to the City Attorney as to form and legality.
Other Conditions: The Section 108 Loan is subject to satisfactory documentation, compliance with applicable Code of Federal Regulations, City Ordinances, and other rules and regulations, at discretion of the COD and subject to further approval by the City Attorney.
Attachment Two: Risks and Mitigation Factors Midtown Crossing Project
1. Currently, the Project is partially leased, and thus there is uncertainty with respect to the type, targeted tenants and the possibility of securing tenants that may commit to lease rates at the projected levels.
The Section 108 Loan is dependent on the Project to generate the projected SSTR and SSTI. In turn, the projected SSTR and SSTI are dependent on the lease-up of the Project and the retail operations to generate the projected taxable sales. However, if for any reason the projected SSTR arid SSTI were not available, as projected in Attachment C of the COD report, the· Guarantor shall meet any and all shortfalls in meeting the debt service and repayment of the Section 108 Loan.
2. At this time it is not possible to project the level of 10 years U.S. Treasury Notes, the index for fixed interest rate and the resulting debt service installments of the Section 108 Loan, when interest rate is converted from variable to fixed rate .. An interest rate for long dated maturities may render the projected SSTR and SSTI insufficient to meet the debt service of the Section 1 08 Loan at post conversion of the Section 108 Loan to a fixed interest rate. The Guaranty structure has provided for the mandatory prepayment of the principal amount of the Section 108 Loan by the Guarantor, in amount sufficient to assure conversation of the City Loan from Variable to Fixed rate, where the actual SSTR and SSTI from the Project may meet the debt service and repayment obligations of the Section 108 Loan.
3. There may be uncertainty as to the Guarantor's ability to meet financial obligations, as provided in the COD transmittal.
The risk exposure to the City is mitigated by the two financial covenants that will assure the continued strong capitalization and sustained sufficiency of cash flows of the Guarantor.
'
ATTACHMENT THREE
Midtown Crossing Project
Proposed Site-Specific Tax Revenue (SSTR) Tracking Procedure
The City Administrative Officer (CAO), with the assistance of the Working Group, recommends approval by the Mayor and the Council of the. proposed procedure, as set forth below, for Community Development Department (COD) administered economic development projects authorized to use SSTR as a repayment source for their Section 108 Loans:
1. In November of each year, COD will submit a Budget request to the Mayor and the Council during the City's annual budget process requesting a General Fund appropriation for Section 1 08 debt obligations for approved projects. The request will include supporting analysis and a table entitled "Debt Service Repayment Obligations" for the proposed Budget year and five subsequent years.
2. If approved by the Mayor and the Council, COD will receive an appropriation of General Fund revenues to be used to pay Section 108 debt obligations. Approval will result in COD being front funded monies for debt service, which will be available July 1 of the adopted Budget year.
3. The project developers will be required to deliver SSTR information as often as needed, in a form acceptable to the Office of Finance (OOF), to the Director of Finance. The project developers will collect this data from lessees, by voluntary submission and/or a specific waiver of confidentiality by the tax-paying entity, as part of the requirement to receive a Section 108 Loan.
4. In September of each year, OOF will review SSTR information from the prior year, as provided by the project developers, and will forward such information in the aggregate to the CAO and COD.
5. On a quarterly basis, COD will release a report to the Mayor and the Council for review and approval, which will include, but not be limited to, the following: a) status of the performance of the approved projects; and, b) a recommendation, if needed, for corrective measures for a project in which a revenue shortfall has occurred (i.e., developer guarantee, Community Development Block Grant (CDBG) reserve funds, etc.). A revenue shortfall will be deemed to have occurred when the cumulative amount of project-generated SSTR, based on data from OOF, is: 1) less than the original project projections, as provided by COD and approved by the Mayor and the Council; and, 2) not sufficient to pay the annual Section 1 08 debt obligations for the project.
6. The Block Grant Investment Fund Program Policy and Guidelines require project developers to provide guarantees for SSTR contributions (General Fund revenues) to the project. The guarantees will be in place for the entire period which the bonds are outstanding, unless there is sufficient evidence that the General Fund will not be impacted. In certain circumstance where the developer guarantee is no longer in place (project stabilization has occurred) or if there are disallowed costs, the yearly CDBG reserve fund allocation will be used to reimburse the General Fund.
ATTACHMENT FOUR
Midtown
Crossing
Project
NON-VOTER APPROVED DEBT
May 2010
Debt Service to General Fund Revenues (1.1% Projected Growth Beginning in Fiscal Year 2012)
Jii
0 0e.
... t:: :s 0 E <CI
For every 0.1 %, approximately $26 million in project funding may be issued (at 5.5% over 15 years).I
$300,000 6% General Fund Revenues~ $250,000 5.23% 4.93% $200,000 $150,000 $100,000 $50,000 $-2010 2011
Ill Judgment Obligation Bonds iJ Commercial Paper 4.88% 2012 4.58% 4.32% 4.14% 2013 2014 Fiscal Year 0 Convention Center
0 Future MICLAs (CP Refundings)
2015 3.58% 3.40% 2016 2017 0 Current MICLAs Gl MICLA 2009 C, D, E 3.33% 2018
RICHARD L. BENBOW
GENERAL MANAGER
. May 13, 2009
. ATTACHMENT FIVE
Midtown Crossing Project
···-·---·---··--_City
of Los Angeles.
CALIFORNIA
ANTONIO R. VILLARAIGOSA
MAYOR
CIM Urban Real Estate Fund L.P. 6922 Hol.lywood .Blvd.
Los Angeles, CA 90028 Attention: Mr. Avi Shemesh
SUBJECT: MIDTOWN .PLAZA PROJECT;
CITY LOAN AGREEMENT; AND
COMMUNITY DEVELOPMENT DEPARTMENT 1200 W. 7TH STREET LOS ANGELES, CA 9001 7
UNCONDITIONAL GUARANTEE DATED MAY 13, 2005 BY CIM URBAN REAL ESTATE FUND L.P.
Dear Mr. Shemesh:
As per CIM Loan Agreement #108129 dated May 17, 2005 between CIM/PICO L.P. ("Borrower'') and the Community Development Department of the City of Los Angeles
("City"), on June 1, 2009, $727,~16 is.due under the Note.
On June 1, 2009, the City will apply the following credits toward the said Note obligation:
1. Remaining balance of $353,380 in the Capitalized Reserve Account;
2. 100% of the Sales Tax Revenues of $29,288 and $19,908 generated in years 2007 and 2008 respectively- Forth quarter Sales Tax Revenues for 2008 are
not available as of the date of this letter; and .
3. 100% of the Business Tax Revenues of $437.46 and $4,026.58 generated in years 2007 and 2008 respectively.
Therefore, pursuant to above referenced guarantee agreement and in reference to Article 3 Section 3.15 of Loan. Agreement, Borrower and/or Guarantor are required to
. make the remaining balance of .$~20,77S~~G. to th~ City
on.
c;>r b.e.f.Qr~ .~ull~. 1, .29.09.AN EQUAL EMP.LOYMENT OPPORTUNITY • AFFIRMATIVE ACTION EMPLOYER
Mr. Avi Shemesh Midtown Plaza Project
2 May 13,2009
If you have any questions, please do not hesitate to contact me at (213) 744-7392 or Mr. Raed Elaraj at (213) 744-9377.
~
{. /;;;i--
:=:-::... •
Ninoos Benjamin, Direct
Economic Development ivision
NB:RE
Cc: Richard L. Benbow, General Manager-COD Robert Sainz, Assistant General Manager-COD
Anita Parys, Esq ·
