CR 2013-096 Establish Legislative Policy 6-J, Private Activity Rrevenue Bond Financing PolicyOctober 1, 2013 M Council Report 2013-096
City of Hopkim
ESTABLISH LEGISLATIVE POLICY 6-J
PRIVATE ACTIVITY REVENUE BOND FINANCING POLICY
Proposed Action
Staff recommends adoption of the following motion: Move to Adopt Resolution 2013-058 establishing
Legislative Policy 64 Private Activity Revenue Bond Financing Policy.
Adoption of this motion will create Policy 64 Private Activity Revenue Bond Financing -Policy within the
Legislative Policy Manual.
Overview
The City of Hopkins does not currently have a Private Activity Revenue Bond Financing -Policy otherwise
known as Conduit Debt Financing within the Legislative Policies. The policy we were using was based
upon best practices when the policy was originally developed years ago. This formalizes the policy and
incorporates it into the Financial Policy section of the Legislative Manual.
The attached policy and application forms were drafted using examples from other cities and was reviewed
by Ehlers our Financial Advisor and Kennedy & Graven our Bond Attorney. Their suggestions were
incorporated into the final version.
Significant changes from the informal policy include reducing the application fee from $5,000 to $1,000 and
increasing the administrative fee from 1/8 of I% of the outstanding principal paid semi-annually to I% of
par of the bonds or as negotiated based upon the size of the issuance. The application fee is paid with the
application and is non-refundable. The administrative fee is paid at closing of the bonds.
Primary Issues to Consider
• Formalizing a policy as it relates to establishing guidelines for issuing long-term debt on behalf of a
private entity.
Supporting Information
• Resolution 2013-058
• Legislative Policy 64
• Application for Private Activity Bonds
Christine M Harkess, CPA, CGFM
Finance Director
Financial Impact: $ 1% of bond offering Budgeted: Y/N No Source: bond issuer
Related Documents (CIP, ERP, etc.): None Notes:
CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION NO. 2013-058
A RESOLUTION AMENDING LEGISLATIVE POLICY MANUAL,
ESTABLISHING CHAPTER 64 PRIVATE ACTIVITY
REVENUE BOND FINANCING POLICY
WHEREAS, The City has an informal Private Activity Revenue Bond Financing policy and
application developed years ago using best practices; and
WHEREAS, the policy has not been reviewed for changes in the industry; and
WHEREAS, the policy is not included in the Legislative Manual as part of the City's financial
policies;
NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Hopkins hereby
establishes Legislative Policy 6-J, Private Activity Revenue Bond Financing Policy.
EFFECTIVE DATE: This amendment will go into effect on October 1, 2013.
Adopted by the City Council of the City of Hopkins this 1 st day of October, 2013.
Eugene Maxwell, Mayor
ATTEST:
Kristine A. Luedke, City Clerk
POLICY 6-J
PRIVATE ACTIVITY REVENUE BOND FINANCING
1. GENERAL
1.01 Under the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Sections
469.152 to 469.1655 (the "Industrial Development Act"), the City of Hopkins has
authority to issue revenue bonds or notes to attract or promote economically sound
industry and commerce to the City.
1.02 Under Minnesota Statutes, Chapter 462C (the "Housing Act") the City is authorized
to issue housing revenue bonds to finance multi -family residential housing projects for
low and moderate income persons and elderly persons. Projects must be embodied in a
Housing Program as that term is defined in the Housing Act.
1.03 The Hopkins City Council (the "Council") is aware that such financing for certain
private activities may be of benefit to the City and will consider requests for tax-exempt
financing subject to these Guidelines. The Council considers tax-exempt financing to be a
privilege, not a right.
1.04 It is the judgment of the Council that the City should use tax-exempt financing on a
selective basis to encourage certain development that offers a benefit to the City as a
whole, including significant employment and housing opportunities. It is the applicant's
responsibility to demonstrate the benefit to the City, both in writing and at the required
public hearing. The applicant should understand that although the City may have approved
the issuance of financing for a similar project or a similar debt structure, that approval is
not a basis that the Council will use for granting future financing approvals. The
City will judge each application on the merits of the project as it relates to the public
purposes of the Housing Act or the Industrial Development Act and the benefit to the
City at the time the request for financing is being considered.
1.05 In no event will the City issue private activity bonds for the purpose of financing the
operating expenses of any borrower. However, bond proceeds may fund reasonable
operating and replacement reserves where the primary use of proceeds is to finance capital
expenditures.
2. GUIDELINES
2.01 The Council will consider tax-exempt financing for commercial, industrial health care,
and any other projects authorized to be financed under the Industrial Development Act
(referred to as "non -housing projects"), and housing projects under the Housing Act. An
applicant for tax-exempt financing for non -housing projects pursuant to the Industrial
Development Act must complete and submit an Application for Tax -Exempt Financing,
which may be obtained from the City's Finance Department. An applicant for tax-exempt
financing for housing projects pursuant to the Housing Act must complete and submit
an Application for Tax -Exempt Financing, which may be obtained from the City's Finance
Department.
Legislative Policy Manual — Chapter 64
2.02 The application must include the items identified in the addendum to the application and
an indemnification letter of agreement, both of which can be found in the application
packet. In addition, the applicant must furnish a description of the project, a site plan,
elevation of proposed buildings, landscape, lighting, and site preparation, together with a
brief description of applicant and the proposed financing in such form as required at the
time of application.
2.03 Projects must be compatible with the overall development plans and objectives of the
City and shall meet all applicable zoning and land use regulations of the City.
2.04 The Council will not consider an application until the City makes a tentative finding that
all City requirements have been met with respect to zoning, building plans, platting, streets,
and utility services.
2.05 The project must be a positive benefit to the City. The project must be of a nature that the
City wishes to attract, or an existing business that the City wishes to have expanded
within the City, considering employment opportunities, incentive for further
development, impact on City services, and support for the industrial, commercial or
health care or educational facilities currently located in the City. A housing project must
provide significant housing opportunities for low and moderate income persons or the
elderly.
2.06 The Council will, if requested, grant an applicant a pre -application review. "the purpose
of the pre -application review is to inform applicants of the possibility of rejection or the
possible bases for such rejection. The fact that the project is not rejected at the pre -
application stage is not to be construed as approval of the project or as an indication that
the project will be approved upon formal request to the Council. The City may reject
requests for tax-exempt financing by the City whether or not the project was submitted to
a pre- application review and regardless of the outcome or recommendation of that pre -
application review.
A request for pre -application review must be in writing, addressed to the City Finance
Director, and set forth the following information: the name of the project; the type of
project intended; and the name, address and telephone number of the person(s) who will
be representing the applicant at the pre -application review, together with such additional
information as the applicant desires to submit.
2.07 During the application process, the applicant must identify an underwriter, lender or
financial advisor it is working with to obtain financing. For projects financing under the
Industrial Development Act, the underwriter, lender or financial adviser will be required
to submit a letter that establishes the financial feasibility of the project.
The applicant must receive approval from the appropriate state agencies, secure financing
and commence construction within one year of the date of the resolution giving
preliminary approval to the project or the housing program. Upon application, the
Council may approve an extension of the preliminary approval.
The City will appoint bond counsel for the bond issue, which will normally be the City's
regularly retained bond counsel.
Legislative Policy Manual — Chapter 64
2.08 Pursuant to the Industrial Development Act and the Housing Act, consideration of an
application for tax-exempt financing must be done at a public hearing held by the Council.
Changes or modifications to the project after the public hearing and preliminary Council
approval must be consistent with the scope of the project as proposed at the time of
preliminary approval.
2.09 The City is to be reimbursed and held harmless for and from any out-of-pocket expenses
related to the tax-exempt financing including, but not limited to, legal fees, financial
advisor fees, bond counsel fees, the City staffs expenses in connection with the
application, and any deposits or application fees required under state law in order to
secure allocation of bonding authority. The applicant must execute a letter to the City
undertaking to pay all such expenses, whether or not the bonds are issued. A non-
refundable City application fee in the amount of $1,000 must be included with the
submission of the application.
2.10 Prior to closing and delivery of the bonds for the project, the applicant must pay, or
commit to pay at closing an administrative fee in the amount of 1% of par of the bonds,
or as negotiated based upon size of issuance. The administrative fees required by this
paragraph will be adjusted at or paid prior to delivery of the bonds if necessary to ensure
compliance with the Internal Revenue Code and regulations.
2.11 If the City determines that issuance of the bonds requested by the applicant is reasonably
expected to cause governmental bonds issued by the City in that calendar year to be
ineligible for designation as "qualified tax-exempt obligations" under Section 265(b)(3)
of the Internal Revenue Code of 1986, as amended (also known as "bank qualified"), the
applicant will be required to reimburse the City, at the time of issuance of the City's
bonds, for any interest rate differential between bank qualified and non-bank qualified
bonds.
2.12 The Council may, in its sole discretion, impose conditions exceeding those required
under the City Code in respect to exterior building materials, landscaping, signage
lighting, and such other aspects as the Council may consider appropriate on a case-by-
case basis.
2.13 The Council may, in its discretion, withdraw its preliminary approval of a project any
time if in its judgment the purposes of the Industrial Development Act and/or Housing
Act will not be served by going forward with the project and its financing.
3. MISCELLANEOUS MATTERS
3.01 Refundings. The Council will normally approve the refunding of a tax-exempt issue
but only upon a showing by the applicant of (i) substantial debt service savings, (ii) the
removal of bond covenants significantly impairing the financial feasibility of the project,
or (iii) both. In the case of refundings of bonds for which the administrative fee listed
in Section 2.10 have been paid in full, no new administrative fees are required; but the non-
refundable application fee must be paid together with all City expenses related to the
refunded bonds in excess of that fee. If new project costs are being financed with the
refunding, then the administrative fee will be required for the new money portion of the
bonds, as well as an application fee.
Legislative Policy Manual — Chapter 64
In the case of refundings of bonds where no administrative fee has been paid, the
administrative fees listed in Section 2.10 must be paid and an application fee submitted.
3.02 Subsequent Proceedings. Where changes to the underlying documents or credit facilities
of outstanding bond issues are to be made and require Council action (including changes
that are a "deemed reissuance" under Internal Revenue Service regulations), the City
will not charge an administrative fee but the actual costs incurred by the City must be
reimbursed. No formal application form is required.
3.03 IRS Audits or other Investigations. If the bond issue or project is audited by the IRS or
is the subject of any type of investigation, the City will require the applicant to pay for
all fees and expenses incurred with respect to such audit or investigation, including the
legal fees and financial advisor fees.
3.04 Issue by Another Political Subdivision. The City will consider requests for tax-exempt
financing of projects in the City by other political subdivisions. In these cases the
non- refundable application fee must be paid and all procedures through the approval
of the preliminary resolution followed. The City will not charge an administrative fee
but the actual costs incurred by the City must be reimbursed. The City reserves the right
to reject such requests for any reason, including without limitation, a determination by
the City that such issuance by another political subdivision would impair the City's
ability to issue governmental bonds as "bank qualified bonds" (as defined in Section
2.11) in that calendar year.
3.05 City Contact. Initial contacts about tax-exempt financing are made by contacting:
City of Hopkins
Finance Department
1010 First St S
Hopkins, MN 55343
952-548-6330
3.06 Deadlines. The Council conducts all tax-exempt financing matters at regularly
scheduled Council meetings held on the first and third Tuesday of each month.
Documents for Council consideration must be at the City office b y n o o n on the
Thursday preceding the Council meeting at which the matter is to be considered. In the
case of a publicly offered bond issue the documents, when submitted, may specify a
maximum principal amount.
3.07 Post -Issuance Compliance. The City will require that each borrower demonstrate to the
City that the borrower has post -issuance bond compliance procedures in place and will
satisfy all the requirements of both the tax code and state statute with respect to the bonds
issued for its project. The City may require that borrowers retain a trustee and/or an
independent arbitrage consultant for the tenn of the bonds.
Established 10/1/2013
City of Hopkins
Legislative Policy Manual — Chapter 64
CITY OF HOPKINS — APPLICATION FOR TAX-EXEMPT FINANCING
(Commercial, In(lustrial, Health Care or Other Non -Housing Projects)
1. APPLICANT
a. Date of Application:
b. Business Name:
C. Business Address:
d. Business Form (corporation, partnership, sole proprietorship, etc.):
e. Authorized Representative:
f. Principal contact person:
g. Phone number:
h. Email address:
2. PURPOSE OF REQUESTED FINANCING:
a. New Facility (describe):
b. Expansion (describe):
c. Refunding (attach explanatory letter)
3. GIVE BRIEF DESCRIPTION OF NATURE OF BUSINESS, PRINCIPAL
PRODUCTS, ETC.:
4. ESTIMATED PROJECT COSTS: (Not required for refunding)
Land
Building
Equipment
Architectural, Engineering
Costs of Issuance
Capitalized Interest, including discount
Other
Total Financing Requested $
5. AMOUNT OF FINANCING REQUESTED: $ % of project costs)
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6. TYPE OF FINANCING PROPOSED:
Bonds Tax Exempt Mortgage
Expected Term of Financing Years
Security:
Mortgage
Letter of Credit
Guaranty (third party)
Guaranty (personal)
Unsecured
Other (specify)
7. BUSINESS PROFILE: (Not required for refunding)
a. Is the business located in the City of Hopkins now?
b. Number of employees in City:
1) Before this project:
2) After this project:
c. Approximate annual sales:
d. Length of time in business: Length of time in business in City:
e. Do you have plants in other locations? If so, where?
8. NAMES OF:
a. Underwriter (name and contact person):
b. Borrower's Counsel:
c. Underwriter's Counsel:
d. Lender (name and contact person):
e. Lender's Counsel:
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9. WHAT IS YOUR TARGET DATE FOR:
a. Construction start:
b. Construction completion:
10. ATTACHMENTS:
a. Project description:
b. Application fee
c. Indemnification Letter of Agreement
d. All items required by Addendum to Application
I certify that the information provided above contains no misrepresentations, omissions or
concealments of material facts and that the information given is true and complete to the best of
my knowledge. I have been furnished a copy of the City of Hopkins' Legislative Policy 6-J,
Private Activity Revenue Bond Financing Policy and am aware of its content and agree to be
bound by its terms and the terms of the indemnification letter.
Signature Date
Title
Application for Private Activity Bonds pursuant to Legislative Policy 6-J 10/01/2013
432053v2 JAE HP 110-1
CITY OF HOPKINS — APPLICATION FOR TAX-EXEMPT FINANCING
(Multi -Family Housing)
1. APPLICANT
a. Date of Application:
b. Business Name:
C. Business Address:
d. Business Form (corporation, partnership, sole proprietorship, etc.):
e. Authorized Representative:
f. Principal contact person:
g. Phone number:
h. Email address:
2. PROJECT NAME:
3. PROJECT LOCATION:
4. PROJECT INFORMATION
Efficiency
One Bedroom
Two Bedroom
Three Bedroom
Parking (included /not included in rent)
Laundry
Utilities included in monthly rent:
RENT
Any and all health care or independent living services provided:
UNITS
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Other non -housing amenities:
5. OPERATING EXPENSES
% of Gross (Annual)
TOTAL PROJECT COST:
DEVELOPER EQUITY:
DEBT SERVICE:
*HARD COSTS:
LAND VALUE:
SOFT COSTS:
*(Hard Costs are all project costs the IRS has determined to be eligible items for depreciation.)
6. ANTICIPATED INTEREST RATES: AMORTIZATION SCHEDULE:
% Year Amortization Schedule
If the project were conventionally financed, what interest rate would you expect to pay?
7. SALES ASSUMPTION:
How many years do you plan to hold the property before you sell?
At what percent do you feel the value of the project will appreciate?
8
a
10
DEPRECIATION METHOD:
Years: Type:
Amount of Total Basis:
EQUIPMENT:
$ of project cost is for equipment (e.g., washers/dryers)
ANTICIPATED INCREASES:
Revenue: % per year
Expenses: % per year
ANTICIPATED VACANCY RATE:
First Year: %
After First Year: %
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1 1. NAMES OF:
a. Underwriter (name and contact person):
b. Borrower's Counsel:
c. Underwriter's Counsel:
d. Lender (name and contact person):
e. Lender's Counsel:
12. WHAT IS YOUR TARGET DATE FOR:
a. Construction start:
b. Construction completion:
13. ADDITIONAL INFORMATION:
14. ATTACHMENTS:
a. Application fee
b. Indemnification Letter of Agreement
c. All items required by Addendum to Application
Application for Private Activity Bonds pursuant to Legislative Policy 6-J 10/01/2013
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I certify that the information provided above contains no misrepresentations, omissions or
concealments of material facts and that the information given is true and complete to the best of
my knowledge. I have been furnished a copy of Legislative Policy 6-J, Private
Activity Revenue Bond Financing Policy and am aware of its content and agree to be bound by
its terms and the terms of the indemnification letter.
Signature Date
Title
Application for Private Activity Bonds pursuant to Legislative Policy 6-J 10/01/2013
432053v2 JAE HP 110-1
CITY OF HOPKINS —ADDENDUM TO APPLICATIONS
The following items must be attached to each application:
APPENDIX A: A brief description of the organizational structure ofApplicant, including
parent subsidiary and affiliate organizations (if applicant is other than an individual).
APPENDIX B: Statement of Applicant's business history, including any multi-lamily rental
projects (if application relates to housing project).
3. APPENDIX C
The name, address, and telephone number of:
I. The Applicant's legal counsel
2. The Applicant's accountant
3. The architect of the proposed Project
4. The engineer of the proposed Project
5. The general contractor of the proposed Project
/_11»CHI, 101We9-1
1. Present ownership of the proposed Project site and Applicant's interest therein.
2. Present zoning of the Project site and a description of what city land use approvals are
needed for this project.
3. The projected number of new employees to be added to the Applicant's permanent
work force because of the Project (for all non -housing projects).
4. Other financing attempted or available to the Project including any interim financing.
5. Statement regarding whether or not this project has all required city approvals. If the
project does not have all of the required approvals, list the approvals still needed and
a tentative time schedule.
APPENDIX E: Indemnification Letter of Agreement.
6. APPENDIX F: Proforma Analysis of the Project
Application for Private Activity Bonds pursuant to Legislative Policy 6-J 10/01/2013
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INDEMNIFICATION LETTER OF AGREEMENT
The Mayor of the City of Hopkins
and Members of the City Council
City of Hopkins
1010 First Street South
Hopkins, MN 55343
RE: Application of for Tax -Exempt Revenue Bond
Financing by the City of Hopkins
Dear Mayor and Members of the City Council:
This letter of agreement is given by , a under
the laws of Minnesota ("Applicant") as required by the City of Hopkins, Minnesota in connection
with its consideration of an application for tax- exempt revenue bond financing for the
project described in the application.
Applicant agrees as follows:
1. Applicant agrees to pay or reimburse the City for any and all costs and expenses that the
City may incur in connection with its consideration of the project and the granting of tax-
exempt revenue bond financing therefor, whether or not the project is preliminarily
approved by the City, whether or not the project is approved by the State of
Minnesota, whether or not revenue bond financing is finally approved by the City,
whether or not the bonds are issued and sold, and whether or not the project is carried to
completion.
2. Applicant agrees to indemnify and hold the City, its officers, employees and agents
harmless against any and all losses, claims, damages, expenses or liabilities, including
attorney's fees incurred in their defense, that the City, its officers, employees and agents
may become subject in connection with the City's consideration, issuance or sale of the
bonds for Applicant's project and the carrying out of the transactions contemplated by
this agreement and any resolutions adopted, or agreements executed by the City in
connection with the issuance of its bonds for this project.
3. Applicant hereby releases the City, its officers, agents and employees from any claims,
causes of action, losses, damages, or liabilities that it may have against the City, its
officers, agents, and employees or that it may incur in connection with: the City's
consideration of the application for industrial development revenue bond financing for
Applicant's project; the failure of the City, in its discretion, to issue tax-exempt revenue
bonds for Applicant's project; the issuance and sale of the bonds; the construction of the
project; or any other matter or thing of any type or nature whatsoever which may arise in
connection with the foregoing.
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4. Applicant is aware of the City's application and administrative fee structure for tax-
exempt financing and agrees and covenants that all such fees will be paid in the amount
and at the times required.
Dated:
(Applicant)
LOM
Its
Application for Private Activity Bonds pursuant to Legislative Policy 6-J 10/01/2013
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