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HomeMy WebLinkAboutResolution No. 432-08 RESOLUTION BE IT RESOLVED by the Rochester Economic Development Authority that the Authority the conduit debt policy and application process consistent with that of the City of Rochester as prescribed by the attached Exhibit A. PASSED AND ADOPTED BY THE ROCHESTER ECONOMIC DEVELOPMENT AUTHORITY OF ROCHESTER, MINNESOTA THIS /Exh DAY OF -r , 2008. ze PRESIDENT OF SAID AUTHORITY SEC ET OF SAID AUTHORITY • APPROVED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS /E-6i DAY OF si ; 2008. PRESIDENT OF SAID COMMON COUNCIL ATTEST• �'�L ITY CERK APPROVED THIS 19774 DAY OF dwsr- , 2008. MAYOR OF SAID CITY (Seal of the Rochester Economic Authority) EDA/Adopft icy1 • Established 8/18/2008 ROCHESTER ECONOMIC DEVELOPMENT AUTHORITY GUIDELINES AND PROCEDURES FOR CONDUIT DEBT ISSUANCE I. General Minnesota Statutes 469.152 through 469.165 grants the Rochester Economic Develoment Authority (EDA) the power to issue pass-through, or conduit debt in recognition of local governments' need and responsibility to promote balanced economic and community development. Conduit debt is issued under the EDA's name on behalf of third parties. The EDA 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 Board of the EDA, being aware of the benefits to the community of industrial 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 EDA 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 EDA 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 EDA 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 or commercial facilities currently in existence and the aggregate amount of Industrial Revenue Bond financing previously approved by the EDA. (C) The use of conduit debt for commercial development shall be limited to presently developed areas for the purpose of accomplishing redevelopment or revitalization. The legislation permits the EDA to issue conduit debt on behalf of certain non-profit corporations. The criteria noted above will be considered in evaluating the request from a non-profit • corporation with special emphasis being given to the balance of private vs. public benefits derived from this financing method. II. Administrative Procedure and Requirements Exhibit �/ itl Conduit Debt Policy and Procedures Page 2 (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 EDA review. The EDA's staff and its consultants will review the application and provide the EDA with recommendations concerning the feasibility of the proj ect. (B) All applications and support materials shall remain the property of the EDA, although the EDA 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 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 EDA 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) The applicant's bond counsel shall submit all legal documents associated with the transaction to the EDA bond counsel (issuer's counsel) for review and amendments. Recommendation by issuer's counsel that the documents sufficiently protect the EDA 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 EDA to properly review the application. (F) Fees: The applicant shall assume all costs incurred by the EDA in examining legal and fiscal aspects of the project as well as ongoing monitoring and reporting of outstanding bonds as follows: a). 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 EDA for staff time, its consultants and its bond counsel 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 EDA'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 EDA's costs incurred from the transaction, the applicant will be billed for the difference and this amount will be due at closing. Conduit Debt Policy and Procedures Page 3 b) 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 EDA for a project located within our boundaries. (G) The applicant, financial advisor, and underwriters shall indemnify and hold harmless the EDA, 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 EDA may, at its option, require additional indemnification or letter(s) of credit should it deem necessary to do so. (H) The EDA 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. • (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 EDA for any additional interest costs the EDA might incur on debt issued for its own purposes should the conduit debt cause the EDA to exceed this $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 EDA's own bonds. (K) The federal government has placed the burden of weighing the balance of"public purpose versus private benefit" upon the EDA. Because of the subject nature of this analysis, the EDA 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. Conduit Debt Policy and Procedures Page 4 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 issuing Industrial Revenue Bonds or Mortgages should complete the EDA'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 EDA will authorize issuance of the bonds in question. STEP II The EDA will request the applicant to obtain bond counsel. It is suggested that the applicant obtain bond counsel experienced with conduit debt procedures and requirements of the State of Minnesota. The applicant's attorney (bond counsel) will be responsible for obtaining, completing, and filing the appropriate documents required by the Commission of Securities of the State of Minnesota with the EDA's bond counsel (issuer's counsel) for review and possible amendment. STEP III EDA adopts a resolution setting a public hearing concerning the request for conduit debt financing in accordance with State statute. 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 to submission of the application to the office of the Commissioner of Securities. The applicant's bond counsel will be responsible for the preparation of the mentioned resolution. Prior to the public hearing, the EDA's legal and fiscal consultants review the plan, provide required amendments to protect the EDA, and provide Council with any necessary information concerning the proposal. STEP V If the EDA gives preliminary approval to the proposed project, the company's underwriter or bond counsel carries the project to the Commissioner of the Department of 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 Economic Development or other appropriate authority according to bond type, a resolution authorizing the issuance of the bonds or . mortgage will be passed by EDA.