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HomeMy WebLinkAbout07/16/1996, 3 - PERFORMING ARTS CENTER SUPPLEMENTAL FUNDING -7 council. M.NNe/&_ j ac Enda 12Epoin Ite. m6er CITY O F SAN LUIS O B 1 S P 0 FROM: Bill Statler, Director of Finance Jeff Jorgensen, City Attorney SUBJECT: PERFORMING ARTS CENTER SUPPLEMENTAL.FUNDING CAO RECOMMENDATION ■ Adopt a resolution granting approval for the Cal Poly Foundation to obtain a tax-exempt loan on behalf of the City for acquisition of equipment for the performing arts center. ■ Approve a property reversion agreement with the Cal Poly Foundation transferring the City's ownership interest in the performing arts center equipment at the end of the loan period to the Performing Arts Center Commission. ■ Appropriate$296,000 as the City's one-sixth contribution towards the estimated remaining cost of$1,780,000 for completing the performing arts center. DISCUSSION At their June 4 meeting, the Council authorized City staff to work with our other key partners in the performing arts center project (Foundation for the Performing Arts Center, Cal Poly, Cal Poly Foundation, and the Performing Arts Center Commission) in finalizing a "conduit" loan agreement with Heritage Oaks Bank in the amount of $1.0 million that would provide supplemental funding for completing the performing arts center. The parameters in negotiating this loan included: ■ While it was unlikely that absolute assurance could be provided that the City would not be obligated for loan repayment, the reimbursement agreement with the Commission should be structured in such a way that the City's risk would be reduced to a reasonable, acceptable level. ■ The terms of the repayment agreement should not increase the City's existing exposure for funding 50% of any operating deficits. Even under the most successful of circumstances, there would still be two key problems with this funding concept: ■ Regardless of the repayment assurances received, the City would be obligated for the repayment of the loan. ■ There would still be a significant funding shortfall, ranging from $300,000 to $800,000 depending on the nature and amount of a contribution from JBL for audio equipment. Council Agenda Report - Performing Arts Center Supplemental Funding Page 2 During the extensive discussions with our partners that followed the June 4 meeting, the following funding approach emerged, which is reflected in the staffs recommendation to the Council at this time: ■ Rather than being made to the City, the loan from Heritage Oaks Bank will be made to the Cal Poly Foundation. While this requires the adoption of an "on behalf of resolution by the City to ensure that the interest on the loan is exempt from federal and state income taxes (which is the basis for the interest rate of 5.5% offered by Heritage Oaks Bank), the City will not have any liability for the repayment of this loan. ■ Consistent with our current commitment to fund one-sixth of the cost of the performing arts center, the City will directly contribute $296,000 of the $1.78 millon required to complete the performing arts center. Provided in Exhibit 1 is a summary schedule outlining the items remaining to be completed and their estimated cost. It should be noted that the remaining cost for completion is generally consistent with the previous estimate of $1.398 million with one exception: previous estimates assumed that JBL would contribute $1.0 million towards the cost of the audio equipment. While still a significant donation, the finalized contribution will be closer to $500,000. There are four distinct advantages of this funding arrangement over the one previously envisioned: . ■ First and foremost, the City will not be obligated in any way - directly or indirectly - for the repayment of the $1.0 million loan from the Heritage Oaks Banks: this will be the sole responsibility of the Cal Poly Foundation. ■ Based on the structure of the loan repayment agreement between the Cal Poly Foundation and the Commission, the City's exposure to funding potential operating deficits is not increased. The sole revenue pledge by the Commission to the Cal Poly Foundation in servicing the loan is a ticket surcharge, currently proposed at $1.25 per ticket. Based on a conservative estimate of 94,800 ticket sales annually, this will be sufficient to fund annual debt service payments for the first four years of the loan. After that time, if the note remains unpaid, modest increases in the surcharge would be required. ■ Project completion is fully funded. Under current cost estimates, the previous funding approach would have left $780,000 in unfunded equipment needs. ■ The City's cash contribution to bring the other funding components into play is consistent with our long-standing financing commitment to this project (one-sixth share). CONCURRENCES ■ City's bond counsel. The financing documents were prepared by the Cal Poly Foundation's bond counsel (John Francis); however, to assure that the City's interest in this loan were fully protected, the City's bond counsel (Jones Hall Hill & White) has reviewed the loan structure. As reflected in Exhibit 2, the City's bond counsel concurs J_J_ Council Agenda Report - Performing Arts Center Supplemental Funding Page 3 that there is no liability to the City resulting from the loan between the Cal Poly Foundation and Heritage Oaks Bank. ■ Project partners. The City's partners in this project also concur with this funding strategy: both the Cal Poly Foundation and the Performing Arts Center Commission approved appropriate loan documents and repayment agreements on July 11, 1996. FISCAL IMPACT It is recommended that the City's supplemental - and final - cash contribution to the construction of this project in the amount of $296,000 be funded from the 1996 lease revenue bonds contingency account ($264,000) and the General Fund unreserved balance ($32,000) as follows: ■ Bond contingency. As part of the 1996 bond program, a 5% contingency account was established from the bond proceeds in the amount of$285,000. Of this amount, $70,000 has been allocated to site improvements at the South Higuera/Marsh street property which was acquired by the City through this bond sale, leaving a balance of $215,000 in the contingency account. Additionally, we experienced about $49,000 in savings from the cost of issuing these bonds, primarily due to the fact that they were sold on the strength of their "A" rating rather than requiring the purchase of bond insurance. This increases the amount available from the 1996 bond program to fund this contribution to $264,000. ■ General fund balance. If the remaining bond proceeds are used in funding this contribution, then the remaining amount to be funded is only $32,000. This is an appropriate one-time use of General Fund balance, and will not result in a significant adverse impact on the City's financial condition. ATTACHMENTS ■ Resolution granting approval for the Cal Poly Foundation to obtain a tax-exempt loan on behalf of the City for acquisition of equipment for the performing arts center. ■ Property reversion agreement with the Cal Poly Foundation transferring the City's ownership interest in the performing arts center equipment at the end of the loan period to the Performing Arts Center Commission. EXHIBITS 1. Summary of equipment and costs needed to complete the performing arts center 2. Opinion letter from the City's bond counsel ON FILE IN THE COUNCIL OFFICE Loan documents and repayment agreements KPACSUPPICAR 3'3 RESOLUTION NO. (1996 Series) A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS OBISPO GRANTING APPROVAL FOR THE CAL POLY FOUNDATION TO OBTAIN A TAX-EXEMPT LOAN ON BEHALF OF THE CITY FOR ACQUISITION OF EQUIPMENT FOR THE PERFORMING ARTS CENTER WHEREAS, the California Polytechnic State University Foundation ("Corporation") is organized under the Non-Profit Public Benefit Corporation Law of the State of California and the articles of incorporation of the Corporation provide that it is not:organized for profit; and WHEREAS,the Corporation is an auxiliary organization of the California State University and is authorized to act pursuant to California Education Code Section 89900, et seq.; and WHEREAS, the California Polytechnic State University has formally requested that said Corporation serve as the borrower of a qualified tax-exempt debt financing; and WHEREAS, the articles of incorporation of the Corporation provide that corporate income will not inure to the benefit of any private person; and WHEREAS, the Corporation desires to borrow funds on behalf of the City of San Luis Obispo to purchase and install certain tangible personal property to further its corporate purposes; and WHEREAS, the City of San Luis Obispo has determined that it is desirable to assist in the acquisition and financing of said property from the proceeds of said loan; NOW, THEREFORE, BE TT RESOLVED BY THE COUNCIL OF THE CITY OF SAN LUIS OBISPO AS FOLLOWS: Section 1. The City Council hereby approves the purposes and activities of the Corporation relating to said Loan, the use of which is more specifically set forth in the attached Exhibit "A", which is incorporated herein as though fully set forth. Section 2. The Loan assumed by the Corporation in an aggregate principal amount not to exceed one million dollars ($1,000,000.00) and the proposed form of the debt instruments to be used by the Corporation solely on behalf of the City, as presented to the City and on file with the City Clerk, is hereby approved, provided that this resolution shall not constitute or authorize an obligation of the City of San Luis Obispo, or any Council member, officer or employee of the City, and no lending or pledging of the credit of the City is intended or authorized by this resolution; and in no event shall the City be obligated in any way for the repayment of any principal, interest or any other obligation related to or arising from the loan transaction. Section 3. The City hereby agrees, without demand or further obligation on behalf of the City, to accept unencumbered fee title to the financed property upon retirement of said loan debt. �-y Section 4. The property to be financed by said loan is hereby determined to have a substantial connection with the City of San Luis Obispo through the City's participation in the development and operation of the performing arts center facility, in which the debt-financed property shall be located and utilized. Upoh motion of seconded by and on the following roll call vote: Ayes: Noes: Absent: the foregoing resolution was adopted this day of 1996. Mayor Allen K. Settle ATTEST: City Clerk APPROVED AS TO FORM: y or y �J USE OF LOAN PROCEEDS Exhibit A The following summarizes the use of the proceeds from the $1.0 million loan by the California Polytechnic State University(Cal Poly) Foundation for equipment and furnishings for the performing arts center located on the Cal Poly campus: Total Share from Estimated Cost Loan Proceeds Group II equipment supplement 60,000 60,000 Audio equipment and installation 700,000 700,000 Acoustical clouds 600,000 191,000 Handrails on the third floor balcony 40,000 40,000 Lobby speaker system 12,000 9,000 TOTAL $1,000,000 HTACLNUSE PROPERTY REVERSION AGREEMENT THIS PROPERTY REVERSION AGREEMENT is entered into on this day of July, 1996, by and between the CALIFORNIA POLYTECHNIC STATE UNIVERSITY FOUNDATION ("FOUNDATION" ) , a California, public benefit nonprofit corporation, and the CITY OF SAN LUIS OBISPO ("CITY" ) , a municipal corporation chartered under California law. EXPLANATORY STATEMENTS A. The FOUNDATION desires to borrow one million dollars on a qualified tax-exempt basis on behalf of the CITY for certain tangible personal property and improvements relating to the Performing Arts Center ("Project Property") , located on the campus of the California Polytechnic State University. B. Under terms of the authority granted to the FOUNDATION through CITY Resolution No.Scxxxx, title to said debt-financed Project Property shall vest with the CITY when the Loan debt is retired. C. The CITY desires, at such time as it acquires title to said Project Property free of any encumbrances, to convey title thereto to the Central Coast Performing Arts Center Commission, a separate nonprofit corporation, established to manage the Performing Arts Center facility, as consideration for the obligation incurred by said Commission to the FOUNDATION, under a Debt Service Agreement by and between the Commission and FOUNDATION, to provide the revenue required by the FOUNDATION to fully service the Loan debt used to acquire said Project Property. Now, therefore, the parties hereto mutually agree to the following terms and conditions : TERMS AND CONDITIONS 1 , Project Property. The term "Project Property" includes any and all equipment or tangible personal property acquired and/or installed using proceeds of a qualified tax-exempt loan obtained by the FOUNDATION on behalf of the CITY for the Performing Arts J7 i Center, located on the campus of the California Polytechnic State University. 2 , Property Conveyance. Consistent with the participation of the CITY in the development and operation of the Performing Arts Center facility, through the Central Coast Performing Arts Center Commission, a separate nonprofit corporation established to coordinate management of the Center, the CITY agrees to convey said Project Property to the Commission for the total sum of One Dollar ($1 . 00) , at such time as title to said Project Property vests with the CITY pursuant to terms of the loan qualification authorization expressed in Resolution No.xxxxx, ' adopted by the City Council on July.5dc,71996 . 3 . Non-obligation of the City. It is expressly understood by the parties to this Agreement that the CITY has no financial obligation to the FOUNDATION or any other party for the debt financed by the FOUNDATION using the tax-exempt qualification authority granted by the CITY. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CITY OF SAN LUIS OBISPO CALIFORNIA POLYTECHNIC STATE UNIVERSITY FOUNDATION By By 2 Q k 0) U p L N O •O N m a) N C C 'N C O N d, O c C ° CA N O O O O Q m L C CCD cc d I N O O O. 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Fwr.¢rwrrT P 0nW1rk2n2N(nux4 July 11, 1995 (ylezl:Jvr-astsa GIIRISTOPILM 8.I-YNGU w 1 i .i.u.Tl.DxADII+UN DAVID C.OSTEn AEXIT[a l X„n, N.0 yv1N.l. OR GOUNWL PAUL J.TIECLbIIG DAVID A-WAT.TOW HU HY..R IJ.HILL U WWW-1 W616) SHARON STAN ION WLU D-1 e-mail:cadams@jhhw.com William C.Statler Director of Finance City of San Luis Obispo 990 Palm Street P.O. Box 8100, 93403-8100 Re: Proposed Tax-Exempt Loan to Cal Poly Foundation Dear Bill: At your request,we have reviewed various documentation submitted to us in connection with the proposed loan of $1,000,000 (the "Loan") to the California Polytechnic State University Foundation (the "Foundation") by Heritage Oaks Bank (the 'Bank"). Such documentation has included the drafts of the Resolution of the. City Council, the Property Reversion Agreement between the Foundation and the City, the Debt Service Agreement between the Foundation and the Central Coast Performing Arts Center Commission, and the Business Loan Agreement between the Foundation and the Bank and the related Promissory Note. In addition, we have had numerous telephone conversations with representatives of the Foundation, including special legal counsel to the Foundation, Mr. John W. Francis, who has been engaged to prepare various documentation relating to the Loan and to render an opinion as to the tax-exempt character of interest on the Loan. The scope of our engagement has been to act as counsel to the City, for the sole purpose of ensuring that the City does not assume any financial liability or obligations in connection with the Loan. In particular, we have not undertaken to review independently the validity of the Loan or the tax-exemption of interest on the Loan. As you and have discussed, the financing has been structured to comply with I.R.S. Revenue Ruling 63-20 and related rulings. Under this type of financing,the Foundation acts as the direct borrower, and the debt is deemed by the I.R.S. to be issued "on behalf of" the City. Notwithstanding this characterization .for federal tax purposes, none of the Loan documents purports to obligate the City to repay the Loan in any way, and in fact the City is not a party to any Loan documentation other than the Property Reversion Agreement,which confines itself strictly to the disposition of the property once the Loan has been repaid. In order to clarify this situation,we have suggested that Elle Bank execute a provision which acknowledges and agrees that the City does not incur any liability or obligation of any nature by virtue of the Loan. 1 JUL. 11 ' 96 (THU) 16:57 COXVUNICATION No :55 PAGE. 2 cf 07/11/96 16:59 N0.877 P03 William C. Statler July 11, 1996 page 2 have been informed by representatives of the Foundation that this provision is acceptable to the Bank. Based on the foregoing, we are in a position to advise you that the City will not incur. any financial liability or obligations to the Bank to pay debt service on the Loan, and that. adequate legal protections will be implemented to ensure that City does not incur any other 'form own ciallia liability or obligations to the Elank In connection w1tTi Me Loan. Please let me know if we can be of further help to you in this matter. VPesurs,Cd ams JUL. 11 ' 96 (THU) 16:57 COMMUNICATION Ne :55 PAGE. 3 J MEL,iNG AGENDA MEMORANDUM DATE 7" 6-9 REM July 8, 1996 TO: City Council FROM: John Dunn, City Administrative Office SUBJECT: PERFORMING ARTS CENTER SUPPLEMENTAL FUNDING Negotiations regarding the terms of the City's funding assistance in completing the performing arts center are still underway with our key partners in this project: the Foundation for the Performing Arts (FPAC), Cal Poly, the Cal Poly Foundation, and the Performing Arts Center Commission. As such, while we anticipate a positive outcome to these negotiations for consideration by the Council at the July 16 meeting, the agenda report detailing the final terms and the staffs recommendation will not be available until Friday, July 12. MEETING GENDA CAL DATE ITEM #�. POLY. C AIJ!'ORNIA PiRYTE,:HNIC " .ATE L N;l'E`;iITP JF THE 1' WIDEN- July 5, 1996 COUNCIL ❑ CDDDIR I CAO W'IN DIR VACAO ❑ FIRE CHIEF VegTORNEY ❑ PW DIR Mr. Warren A. Sinsheimer, Chair [1 ,, p/CLERIUORIG ❑ POLICE CHF The Central Coast Performing Arts Center Commission 3MGMTTEAM ❑ REC DIR 1010 Peach Street READ FILE ❑ UTIL DIR San Luis Obispo, CA 93401 ❑ PERS DIR Dear Warren: We have reached a critical juncture in our efforts to structure the funding needed to assure the official opening of the Performing Arts Center, set for September 29, 1996. The three partners have agreed to ask the Cal Poly Foundation and the City of San Luis Obispo to work together to execute a loan of one million dollars offered under tax-exempt financing provisions by Heritage Oaks Bank. This loan, along with other sources of funding from the partners,will close the gap of$2,297,000 needed to finish construction and to purchase and install the necessary equipment. The University will request the Cal Poly Foundation to obtain the one million dollar tax-exempt loan from Heritage Oaks Bank and provide the funds to finish the Performing Arts Center. The City will be asked to provide its status as a governmental entity to qualify the loan on a tax-exempt basis, but the City will nal be a party to the loan, and it will=be lending funds, pledging credit, serving as guarantor or be otherwise obligated under this transaction. The Cal Poly Foundation will guarantee the loan repayment provided a source of funds sufficient to pay interest and retire the principal over a ten-year period is established through a ticket surcharge on all Performing Arts Center ticketed events. This surcharge must begin as soon as practical, but no later than October 1 of 1997. Please develop a policy and ticket surcharge schedule that best suits the financial requirements of the loan and the programming needs of the Performing Arts Center. Al Amaral, Executive Director of the Cal Poly Foundation,will work with you to help develop acceptable financial estimates and.payment provisions to secure the loan. Thank you very much for your help in this matter. Sincerely, A�' Warren J. Baker President cc: A. Amaral *�- CCPAC Board Members �CE'iVF.LOOP .lUl A 2, lvyo CITY COUNCIL 9AN I ' S OBISPO,CA 'I'lu CA RNIA I,%:F I NICF.K I: MEMQRANDU.M MEETING... AGENDA,.: : DATE July 16, 1966 = TO: City Council FROM: John Dunn, City:Administrative.Officer_ (::D- Prepared-By: ::D-Prepared-By: Bill Statler, Director of Finance SUBJECT: SUPPLEMENTAL FINANCIAL INFORMATION ON THE PERFORMING ARTS CENTER At their•. Jinie 4,.19.96 when the Council authorized staff to.begin negotiations with our partners on'Ahe"$1.O ,million -loan from Heritage. Oaks Bank; Ahe­Council, also:requested financial information 'on the Foundation for the Performing Arts;Center. (FPAC) and the Performing Arts Center Commission. This information is available and has been reviewed by the staff, but it was not included with the July 16 agenda packet. This information has subsequently been provided to.Mayor.Settle and Council Members Smith and Williams, and is on•file'.in.the Council Office. The following is brief overview of this information and what it means: Audited Financial Statements for FPAC We have been provided with audited financial statements for FRAC for the year ended December 31, 1995. Their audit firm is the same as the City's, Glenn Burdette Phillips & Bryson (GBPB), so in addition to reviewing the financial statements, we also discussed FPAC's fiscal situation with GBPB's senior staff. Based in our review of FPAC's financial statements and discussions with GBPB, we have concluded the following: ■ Recognizing that the fundamental purpose of FPAC is give away all the money they raise, they are in good financial shape. For 1995, they raised over $1.2 million, and at the end of the year,"had $1.3 million in pledges outstanding. ® There are $650,000 in assets in the Endowment Fund. While this is not the $1.0 million planned for at this point, it is still a significant a significant amount. It should be noted that not all of this amount is in "liquid assets": $100,000 is from pledges and $450,000 is in property that is currently on the market. Nonetheless, FPAC is making significant progress''in fully funding the Endowment Fund. Commission Pro Forma One of the key issues in front of is: if we build the center, can it be operated without deficits? The short answer based on the ten year pro forma provided to us by the Commission is: yes. As already budgeted, we will need to contribute $50,000 in 1996-97, and we can expect a request for 1997-98 for $25,000, but after that, the center should be able to successfully operate without any City subsidies. For the first year(1996-97), the pro forma has almost already been fully met, and the year has not even started yet%+ Based-on,bookings 0o date, the cente,r'only`needst$7,300 more in rentals to meet its budget -..a'task that..should'riot-•be'difficult to achieve. Ability of Ticket Surcharge to Support Debt.Service The center should conservatively sell 95,000 tickets in 1996-97, and,this is'expected to grow by at least 5%•annually for some time to come.' ''At�$1i:25i per/ticket„thist:will:generate:about $125,000 annually, more thanenough:to cover the annual)debt sdvice!payments, which begin at $55,000. Summary We!believe that,these financial statements and pro:form&reflect.favorably'ori the ability of the, center to fund•its operations.withouf•:supplemental.supportfrom the .City: If you.have :any questions concerning these materials;please.do not:hesitate to,contact.Bill Statlercat 781-7125.. ON FILE IN THE COUNCIL OFFICE ® ::: -jFPAC. audited financial statements ::- ® Commission operations pro forma for 1996-97Tthrough.2005-06,' ,_•,. :; ;: :. 1 ® Ticket surcharge pro forma H:PACFUND2.MEM 7 .n.. :r, .. ,. •i' •III:. .. r:i1!'r._ .."111.. ' . . .i. .t. r;OJ ii, i. . . . . Int .. -..• j�i IJ+.i, •..� 1.'r... .i'.. t' i ., L,