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HomeMy WebLinkAboutResolution No. 460-13CI RESOLUTION BE IT RESOLVED by the Common Council of the City of Rochester that the City adopt an amended policy regarding the City's Guidelines and Procedures for Conduit Debt. A copy of the amended policy is attached. PASSED AND ADOPTED BY THE- COMMON COUNCIL OF THE CITY OF / ROCHESTER, MINNESOTA, THIS DAY O , 2013. PRESIDENT O SAID COMMON COUNCIL ATTEST: CI R p��PtJTY APPROVED THIS �j DAY OF , 2013. • ���.' MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota) Res10 Wdopt.ConduitDebtPolicyl 0 C: • U CITY OF ROCHESTER, MINNESOTA GUIDELINES AND PROCEDURES FOR CONDUIT DEBT ISSUANCE General Revised 9/16/13 Minnesota Statutes 469.152 through 469.165 and Minnesota Statutes, Chapter 462C grant the Common Council the power to issue pass -through, or conduit debt in recognition of local governments' need and responsibility to promote balanced economic and community development and housing projects. Conduit debt is issued under the City's name on behalf of third parties. The City bears no responsibility for the repayment of conduit debt. The purpose of this policy is to help assure that such financing is used in a fiscally responsible manner. The Common Council of the City of Rochester, being aware of the benefits to the community of industrial, economic, and housing development, which provides increased opportunity for employment, business development, housing development and the strengthening of the City's revenue base, has expressed its support for the use of conduit debt as a financing tool. Every applicant should be prepared to demonstrate that the proposed facility would promote the general economic development of the City of Rochester. Conduit debt may be used to finance the purchase of land, land improvements, buildings, machinery and equipment. It shall not be issued when the nature of the project is primarily to acquire inventory, materials, and working capital. The Common Council will consider an application for conduit debt financing on an individual basis, taking into consideration the purpose and provisions set forth in Minnesota Statutes and the following factors: (A) Whether the proposed project is consistent with the City of Rochester's zoning and building code, platting, street and utility services requirements and all other applicable State and Federal requirements. The City will not approve projects that would place an undue burden on City infrastructure or adversely affect its ability to deliver municipal services. (B) Whether the project is an enterprise of a nature that the City wishes to attract, or the expansion or retention of an existing business. Consideration will be given to creation and retention of employment, possible future development, effect on present tax base, impact on City services, support for industrial, commercial or housing facilities currently in existence and the aggregate amount of Industrial Revenue Bond financing previously approved by the Common Council. (C) The use of conduit debt for commercial development shall be limited to presently developed areas for the purpose of accomplishing redevelopment or revitalization. 364971v2 MMD RC230-3 (Underscored V2 to VI; 3/1/10) Packet Pg. 50 • The legislation permits the Common Council to issue conduit debt on behalf of certain non-profit corporations. The criteria noted above will be considered in evaluating the request from a nonprofit corporation with special emphasis being given to the balance of private vs. public benefits derived from this financing method. • • II. Administrative Procedure and Requirements (A) The applicant may obtain forms from the office of the City Administrator of the City of Rochester and shall submit completed application to the City Administrator's office at least 30 days prior to initial Common Council review. The City's staff and its consultants will review the application and provide the Common Council with recommendations concerning the feasibility of the project. (B) All applications and support materials shall remain the property of the City of Rochester, although the City may agree to return portions of submitted materials if requested by the applicant. (C) The applicant shall select qualified financial consultants and/or underwriters and bond counsel to prepare all necessary documents and materials. The City will inform applicant of City's current bond counsel firm. If the City's bond counsel is not selected by applicant as bond counsel for the financing, then the City's counsel will serve as issuer's counsel and the applicant will be responsible for the issuer counsel fees in reviewing the documents. The applicant shall pay all fees for such consulting services rendered. The application shall include applicant's letter of intent and a letter from the underwriter relating to the soundness of the applicant, the feasibility of the project and the ability to sell such bonds. The City may, at its discretion, require additional a detailed financial analysis of the project. If the application involves a tax exempt mortgage, a tentative letter of commitment from a lending institution is required to be submitted. (D) If applicant's bond counsel is not the City's counsel, bond counsel shall submit all legal documents associated with the transaction to the City's bond counsel (issuer's counsel) for review and comments. Recommendation by issuer's counsel that the documents sufficiently protect the City from liability is required before final approval can be given. (E) The applicant shall be required to furnish four (4) copies of the following materials: (1) Financial statements for the last two fiscal years. Certified audit would be preferred, if available. (2) Publicly held applicants shall submit the most recent form 10-K and the most recent quarterly form 10-Q filed with the Securities Exchange Commission. (3) Such other information as may be required by the City to properly review the application. 364971v2 MNO RC230-3 (Underescored V2 to V1; 3/1/10) 2 Packet Pg. 51 • F) Fees: In addition to issuer counsel fees noted in II. C) above, The applicant shall assume all costs incurred by the City in examining legal and fiscal aspects of the project as well as ongoing monitoring and reporting of outstanding bonds as follows: (1) Applicants shall deposit one fourth of one percent (1/4%) of the proposed issuance amount with a minimum deposit of $7,500 and a maximum deposit of $50,000. These funds will be applied against the costs incurred by the City for staff time, and its consultants in reviewing the proposal. If the application is denied, the deposit amount in excess of these costs will be refunded to the applicant. If the application is approved, the full deposit will be retained to additionally cover costs of issuance and future monitoring. In the event the City's actual costs exceed the deposit amount, the applicant will be required to reimburse these additional amounts. In the event the deposit amount is insufficient to cover the City's costs incurred from the transaction, the applicant will be billed for the difference and this amount will be due at closing. (2) Applicants shall deposit a flat fee of $1,500 to cover associated costs if they are seeking only to obtain host city jurisdiction approval under section 147(f) of the Internal Revenue Code whereby they intend to have bonds issued by a tax-exempt entity other than the City of Rochester for a project located within our boundaries • (G) The applicant, financial advisor, and underwriters shall indemnify and hold harmless the City of Rochester, its officers, employees, legal counsel, and consultants against all future costs including but not limited to any alleged or actual violation of any securities laws in connection with the issuance of bonds or loans for the project, findings that the issue was not tax-exempt, or penalties of any kind. The City may, at its option, require additional indemnification or letter(s) of credit should it deem necessary to do so. (IT) The City will not be responsible for any continuing disclosure, arbitrage calculations or rebate associated with the transaction and the documents must clearly reflect that the obligor is responsible for these matters. (I) If the debt is to be publicly offered, it must be either rated a least an "A" credit by one of the three nationally -recognized bond rating agencies, or be credit enhanced by a bank or insurance company to at least an "A" rating. If the debt is to be privately placed, it must be marketed in denominations of $100,000 or more to sophisticated investors. The Council may depart from this guideline when in its judgment the project is of a level of merit and public purpose to justify the departure. (J) Regulations prohibit banking institutions from purchasing tax-exempt bonds from entities that issue more than $10 million in debt in a year. The applicant will be required to enter into an agreement to reimburse the City for any additional interest costs the City might incur on debt issued for its own purposes should the conduit debt cause the City to exceed this 3 364971v2 MMD RC230-3 (Underescored V2 to V1; 3w10) Packet Pg. 52 • $10 million bank -qualified limit. The interest margin between bank qualified and non - bank qualified debt will be calculated on the date of issuance of the City's own bonds.* • (K) The federal government has placed the burden of weighing the balance of "public purpose versus private benefit" upon the City. Because of the subject nature of this analysis, the City reserves the right, at its sole discretion and without need to give cause, to deny any applications for financing at any time prior to adopting the final resolution authorizing issuance of bonds. 364971v2 MMD RC230-3 (Underescored V2 to V1; 3/1/10) 4 Packet Pg. 53 The following steps have been devised to be used as both an internal and external guide in the issuance of conduit debt: STEP I A company interested in the City issuing conduit revenue bonds should complete the City's application form available from the City Administrator's Office. Once the necessary forms have been completed, they should be submitted to the City Administrator's Office. Submitted information will be reviewed to insure that all forms have been properly prepared and the required deposit has been made. The fact that a deposit has been made does not guarantee that the Common Council will authorize issuance of the bonds in question. STEP II Applicant should obtain bond counsel acceptable to the City having experience with conduit debt procedures and requirements of the State of Minnesota. Bond counsel will be responsible for obtaining, completing, and filing the appropriate documents required by the State of Minnesota. STEP III Common Council adopts a resolution setting a public hearing concerning the request for conduit debt financing in accordance with State statute. If applicant does not need this for official record, staff can set hearing date upon receipt of application. The applications for conduit debt financing will be available for public review at City Hall. STEP IV Public Hearing will require a resolution giving preliminary approval (or final approval, if preliminary hearing is not held) for submission of the application to the Department of Employment and Economic Development. Bond counsel will be responsible for the preparation of the mentioned resolution. Prior to the public hearing, the City's legal (and fiscal consultants, if enlisted) review the documents, provide required changes to protect the City, and provide Council with any necessary information concerning the proposal. STEP V If the Common Council gives preliminary approval to the proposed project, bond counsel will submit the application for approval of the project to the Commissioner of the Department of Employment and Economic Development or appropriate authority along with all required information to obtain approval. STEP VI If approval is received from the Commissioner of the Department of Employment and_Economic Development or other appropriate authority according to bond type, a resolution authorfzing the issuance of the bonds will be passed by Common Council. 5 364971v2 MMD RC230-3 (Underescored V2 to VI; 3/1/10) Packet Pg. 54