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HomeMy WebLinkAboutItem A: Resolution to Secure a Borrowing by S090520A ECC UGENE ITY OUNCIL AIS GENDA TEM UMMARY Action: Reconsideration of Resolution 4976 Authorizing a Contingent Loan Agreement to Secure a Borrowing by Lane Council of Governments Meeting Date: May 20, 2009 Agenda Item Number: A Department: Central Services Staff Contact: Sue Cutsogeorge www.eugene-or.gov Contact Telephone Number: 682-5589 ISSUE STATEMENT The council is going to reconsider approval of a resolution that would provide a guarantee for a loan that Lane Council of Governments (LCOG) is seeking, to fund a portion of the Park Place Building improve- ment costs. The City’s guarantee is requested because LCOG has been unable to secure sufficient loans to fund the full cost of the improvements without additional credit support. BACKGROUND Background information on the loan guarantee was originally provided in the agenda item summary for item 6 on the May 11 calendar. The information is repeated below. Additional information on the risks of providing the guarantee and the reason the City of Eugene is asked to be the sole guarantor is also included. Risks of Providing the Loan Guarantee By entering into a contingent loan agreement to secure a borrowing by LCOG, the City is taking on the risk that LCOG is unable to make payments on the bank debt. The maximum potential financial liability is shown in the following chart: Potential Financial Liability Under Contingent Loan Guarantee Principal Amount of Loan $550,000 Plus: Estimated Interest Payments on Loan Over 10 Years 155,000 Total Loan Payments Over 10 Years $705,000 Less: Amount of LCOG’s Initial Deposit Into Reserve Account - 70,000 Maximum City Liability Under Contingent Loan Agreement* $635,000 *Amount may change slightly when final interest rate on the loan is set by the bank. Should LCOG be unable to make payments on the loan, payments would be made from the reserve account. If the reserve account should be drawn on to make payments, the City would be required to replenish the reserve account; the council would then be presented with a budget request for the reserve account payment. The estimated amount that would need to be paid in any one year is $70,000. Any advance by the City under this agreement would become a loan to LCOG that they would have to repay with interest. Z:\CMO\2009 Council Agendas\M090520\S090520A.doc To secure LCOG’s performance under the contingent loan agreement, LCOG will execute a “Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing” which gives the City a security interest in two properties (the Schaefers Building and the Park Place Building), plus an interest in all the leases on those properties, all furnishings on those properties and interest in other inventories, accounts, contract rights, and so on. The available equity in the two buildings, after taking into account the mortgages on the buildings, is $2.8 million, which is more than four times the maximum potential liability under the loan agreement. City of Eugene as Guarantor for the Loan Agreement LCOG approached the City of Eugene for assistance in securing a loan by providing a guarantee. LCOG’s other options would be to (1) ask ALL of the member governments to approve a direct borrowing without a separate guarantee or (2) ask a single or multiple credit-worthy member(s) to provide a guarantee. The option of having all member governments approve a direct borrowing without a separate guarantee is extremely difficult from a logistical perspective, because there are 28 member governments, each of which would have to approve a resolution authorizing a borrowing. In the past, LCOG has asked the County to provide a similar arrangement, and they were willing to do so. This time, LCOG asked Eugene, which is one of the larger member governments with a very good credit rating and it is the jurisdiction in which the Park Place Building is located. LCOG could ask a different member government or governments to serve in that role. Background Information from May 11 Meeting This section repeats the background information included in the May 11 meeting materials. In January 2008, Lane Council of Governments purchased the Park Place Building in downtown Eugene with the intent to make the building the permanent offices of LCOG’s Administration and Government Services. LCOG made the decision to purchase the Park Place Building rather than renew its ten-year lease in the Wells Fargo Building based on long-term financial savings and improved flexibility for office space. The purchase assumed LCOG would move into the Park Place Building sometime between June 2008 and June 2009. Construction of the new offices began in July 2008, and LCOG moved in November. The timing of the move was based on the City of Eugene’s need to move into the old LCOG office space in the Wells Fargo Building. The assumption at the time that LCOG purchased the building was that Umpqua Bank or Wells Fargo would provide the financing needed for the improvements, as had been the case with other LCOG improvements. Two events caused dramatic changes in the project during the year between the purchase and the construction of the improvements. First, the cost of the project increased significantly. The original estimate for improvement expense was $1.1 million. The final actual total expense will be about $1.9 million, which includes additional costs of design and moving. Second, a credit freeze developed nation-wide, making it extremely difficult for any organization to secure financing for projects. Umpqua Bank, which holds the mortgage on the Park Place Building, has lent LCOG an additional $800,000 to cover part of the cost of the improvements. LCOG spent $600,000 of its General Fund Reserves on the improvements. This leaves a funding gap of $500,000 which needs to be filled through another source. Z:\CMO\2009 Council Agendas\M090520\S090520A.doc In a normal market, banks might be willing to lend LCOG additional funds based on LCOG’s cash flow, but in this restricted credit environment, banks do not want to lend beyond 80% of the real estate value. For the purchase of the Schaefers Building in 1993, where LCOG found itself in a similar situation, Lane County issued revenue bonds as a source of financing. The approach worked well and was an efficient method for LCOG to secure the loan. The proposed City guarantee of the Park Place Building improvement loan is a similar arrangement, although the City is providing a guarantee rather than borrowing the money itself. Under this agreement, LCOG will borrow $550,000 over a 10-year period through a private placement bank loan. LCOG will fund a reserve in the amount equal to one-year of principal and interest payments at the time of closing on the loan, which is equal to about $70,000. If LCOG makes all of its debt payments on time, the City will not have to do anything. If LCOG fails to make payments on the loan, and, as a result, the debt service reserve account is emptied, the City will be required to re-fill the reserve account. The timing on the notification is such that the City will be able to consider which funds to use to make the payment during its annual budget process. The initial place to look for funding for fulfilling the loan guarantee would be the Urban Renewal Agency’s Downtown Revitalization Loan Program. If there are not sufficient funds in that program, the City will need to identify other funds. Any funds advanced by the City will become a secured loan to LCOG, which will need to be repaid with interest. The collateral for the loan guarantee are positions on LCOG’s real estate. The Park Place Building is assessed at $7.2 million with available equity of $1.7 million. LCOG also has approximately $1.1 million in available equity in the Schaefers Building. Both properties will be pledged as security for the loan guarantee, along with a UCC filing on LCOG’s equipment and an assignment of rents in the same properties. LCOG has agreed to pay for the City’s out-of-pocket costs for entering into the loan agreement and has agreed to partially compensate for the staff time spent on this transaction by providing the City with 10 hours of LCOG staff assistance on grant writing projects. RELATED CITY POLICIES The City’s debt policies do not contemplate this type of situation. COUNCIL OPTIONS The council may choose to approve the loan guarantee or to not approve the loan guarantee. If the council chooses to not approve the loan guarantee, LCOG will not be able to close on a loan to fund the Park Place Building improvements prior to the end of the fiscal year. This may result in an audit finding for LCOG on its annual financial report. CITY MANAGER’S RECOMMENDATION The City Manager recommends approval of the resolution. Z:\CMO\2009 Council Agendas\M090520\S090520A.doc SUGGESTED MOTION Move to approve Resolution 4976 authorizing a Contingent Loan Agreement to secure a borrowing by Lane Council of Governments. ATTACHMENTS A. Resolution FOR MORE INFORMATION City Staff Contact: Sue Cutsogeorge Telephone: 682-5589 E-Mail: Sue.L.Cutsogeorge@ci.eugene.or.us LCOG Staff Contact: Bob Swank Telephone: 682-4435 Email: BSWANK@lcog.org Z:\CMO\2009 Council Agendas\M090520\S090520A.doc ATTACHMENT A RESOLUTION NO. __________ A RESOLUTION AUTHORIZING A CONTINGENT LOAN AGREEMENT TO SECURE A BORROWING BY LCOG. The City Council of the City of Eugene, Oregon, finds as follows: A. The Lane Council of Governments (“LCOG”) provides significant benefits to the residents of the City of Eugene (the “City”) and Lane County, Oregon. B. LCOG desires to borrow $550,000, and has requested that the City assist LCOG in securing a loan by entering into a contingent loan agreement that commits the City to pay the amounts due under LCOG’s borrowing if LCOG does not pay those amounts. C. The contingent loan agreement is to be secured by the City’s full faith and credit. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eugene, a municipal corporation of the State of Oregon, as follows: Section 1.Agreement authorized. The City hereby authorizes the execution of a contingent loan agreement that obligates the City to provide funds to replenish a reserve account that LCOG will establish to secure its loan. The City shall not be obligated to provide an amount that exceeds $550,000 (the total principal amount of LCOG’s borrowing), plus interest that will be due from LCOG under that borrowing. Section 2.Delegation . The City Manager or the person designated by the City Manager to act on behalf of the City pursuant to this Resolution (the “City Official”) may, on behalf of the City and without further action by the Council: (1)Negotiate the terms of and execute the contingent loan agreement. (2)Pledge the City’s full faith and credit to secure the City’s obligations under the contingent loan agreement. (3)Take any other action in connection with contingent loan agreement which the City Official finds is desirable to assist LCOG in securing a loan. Section 3.Effective Date. This resolution shall take effect immediately upon adoption. The foregoing Resolution adopted by the City Council on the 20th day of May, 2009. ______________________________________ City Recorder Z:\CMO\2009 Council Agendas\M090520\S090520A-attA.docN:\1-Sue\Bonds\LCOG Loan\City-LCOG Resolution - Page 1 Resolution 05 11 09.doc