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78-74 " . ~, tI . . . ... , .. ...' ~' CITY OF CHANHASSEN CARVER AND HENNEPIN COUNTIES, MINNESO~A RESOLUTION Date: December 18, 1978 Motion by Councilman Pearson Resolution No.: Seconded by Councilman 78-7 -1 l:iev~ng ESTABLISHMENT OF INDUSTRIAL DEVELOPMENT REVENUE FINANCING CRITERIA WHEREAS, the Minnesota Industrial Development Act is designed to: 1. Aid in the development of economically sound industry and commerce. 2. Prevent the emergence of blighted areas and marginal lands, and provide for the redevelopment thereof. 3. 4. Aid in increasing employment. Increase the tax base of a municipality and other taxing authorities. (. 5. Protect existing jobs by discouraging migration of Minne- sota firms to other states. NOW, THEREFORE, BE IT RESOLVED By the City Council of Chanhassen, that the fOllowing criteria are hereby adopted as guide- lines in considering applications for industrial and commercial revenue financing: MINIMUM FISCAL CRITERIA I. Existing Business. A. Definition. An "existing business" is defined as a presently operating industrial or commercial venture with five (5) years of operational history. Proposals which will be considered are those which involve the expansion of an existing business, or a new business venture proposed to be undertaken by an existing business. B. Applicable Criteria. 1. Only new construction or plant expansion amounting to $500,000 or more shall be eligible for financing. (- 2. The applicant's past three years average ratio of "earnings" (defined as income before provision for income taxes and deduction for "fixed charges") to "fixed charges" (defined as interest expense and 1/3 of annual rent payments, which are deemed representative . it ,~ .' . . . , , of the interest factor) shall be at l~ast 1-1/2 to 1 (on pro forma basis for latest year including interest on proposed new debt.) 3. The annual fair market rental value of the structures to be erected shall equal or exceed the total amount of annual principal and interest due on industrial revenue financing. An appraisal may be required to verify fair market rental value. 4. The net worth of the applicant as reflected by its balance sheet for the fiscal year immediately pres::eeding application shall equal or exceed outstanding indebted- ness as determined by City staff and its fiscal consultant. 5. Past three years' average ratio of debt service (maximum annual principal and interest requirements on total long-term debt, including proposed issue on pro forma basis for latest year) coverage at least one to one, using revenue available for debt service defined as net income excluding depreciation and interest. 6. Capitalization shall be in the range of 50% s~ockholdersf equity, 50% presently outstanding long-term debt; to 33-1/3% equity, 66-2/3% debt. 7. Long term debt, including proposed new issue, not more than two times net working capital (current assets minus current liabilities.) 8. Working capital ratio (current assets divided by current liabilitie~ at least two to one. 9. After the third year of operation, the estimated pay- roll shall at least equal the amount of the proposed financing. 10. Total amount of new financing shall be less than the value of the project. 11. The term of the proposed mortgage indebtedness shall not exceed the useful life of the project. 12. The debt service shall coincide with the useful life of the equipment which is not considered an integral part of the structure. 13. The preferred type of financing for commercial develop- ment issues shall be a mortgage revenue note to be sold only to institutional investors. 14. 100% financing may be considered acceptable to the City in the case of revenue bonds sold as a private placement. -2- .. , ( , - . - , -.. . " 15. In the event the proposed financing takes the form of a mortgage revenue note privately placed, the financing policy of the private placement lender may be considered acceptable to the.City~ 16. A proposal for industrial revenue financing of an industrial or commercial undertaking by an existing business which involves a public offering of the debt securities may be given preliminary approval when, in its discretion, the City Council finds that: a. The proposed investment of the applicant in the project equals or exceeds 20 %, b. The above fiscal criteria have been met, and c. The applicant has established by means of reliable projections, estimates and other supporting data, that the proposal will satisfy all of the Positive Nature of Use Criteria herein set forth. II. New Business. A. Definition. A "new business" is defined as any industrial or commercial venture eligible for industrial revenue financing under state law, but which does not qualify as an existing business as defined above. B. Applicable Criteria. 1. Existing business fiscal criteria, as applicable. 2. Only new construction amounting to $500,000 or more shall be eligible for financing. 3. In the event the proposed financing takes the form of a mortgage revenue note privately placed, the financing policy of the private placement lender may be considered acceptable to the City. CRITERIA DEMONSTRATING POSITIVE NATURE OF USE. Proposals meeting the minimum guidelines set forth above under Fiscal Criteria shall be weighed additionally by the City Council on the basis of the desirability and positive nature of the proposed facility, employing the following standards: 1. The applicant shall demonstrate that the proposed facility has a positive effect on employment in the City of Chanhassen. -3- <e' - ~ .' . '. 2. 3. 4. 5. 6. 7. PROCEDURE. 1. 2. 3. 4. The applicant shall demonstrate that the proposed facility has a positive effect on the tax base for the City. A general guideline is hereby established of~market value of land and structures to requested industrial revenue bond or revenue note financing of 2 to 1. The applicant shall demonstrate that any proposed facility of a commercial nature is compatible with the downtown core area redevelopment plan and is a priority in the development of the plan. The applicant shall demonstrate that the proposed facility meets development criteria of the tax increment distri~t, or meets the development criteria of an industrial park" The applicant shall demonstrate that the proposed facility will not require further public expenditures" for public improvements. The applicant shall demonstrate that the proposed facility is within the priority development area for the City. The applicant shall demonstrate that the proposed faci1ity is not in conflict with existing businesses and industries within the City and that said facility will have a positive effect on the economy of the City. An industrial or commercial revenue financing proposal which: a. is for a single purpose facility, 'or b. includes more than 10 % of equipment as a part of the financing proposal, or c. competes directly with an existing business in the City, shall be considered only if the proposed financing is to be privately placed. New business proposals, as herein defined, which contemplate a public offering of the financing shall not be considered by the City Council. Industrial revenue financing proposals for housing projects shall not be considered by the City Council. Prior to consideration by the City, applicants for new business proposals shall submit three (3) year financial projections for the new business, including pro forma income and expense statements. -4- Page 5 5: Prior to the adoption of the resolution authorizing issuance of the industrial revenue bond or revenue notes, the applicant shall deliver satisfactory evidence of a firm financing commitment. e 6. A senior investment grade rating by Moody's Investors Service or Standard and Poor will be given weight in con- sidering applications for industrial revenue financing. 7. The City staff in conjunction with the fiscal consultant shall adopt administrative procedures setting forth minimum documentation which shall be required by the applicant to assist City Council in making its judgment. 8. The City staff shall set an amount of an escrow deposit required at the time of making application, said deposit intended to be sufficient to cover all legal, administrative, and fiscal consultive fees associated with the City Council's consideration of the request. The applicant shall agree in writing to pay upon demand such amount of expense in excess of the escrow deposit. 9. Prior to the adoption of the final resolution authorizing issuance of .the industrial revenue bonds or revenue notes, the applicant shall deliver a firm financing commitment acceptable to the City from either the permanent lender or the underwriter. 10. The City reserves the right to deny any application for municipal industrial development bond or revenue note financing at any stage of the proceedings prior to the adoption of the resolution authorizing issuance of industrial development bonds or revenue notes. e 11. Industrial development revenue financing proposals which do not meet 75% of the foregoing criteria shall not be given preliminary approval except upon a 4/5ths vote of the City Council. 12. All preliminary industrial revenue bond resolutions shall be rescinded if all industrial revenue bond financing pro- cedures and construction has not commenced within one year following approval of the preliminary application. Further, that in making application, the applicant and lender shall agree to this stipulation. 13. Resolution No. 78-21, adopted May 1, 1978, is hereby rescinded. Passed and adopted by the City Council of the City of Chanhassen, this 18th day of December, 1978. e ATTEST: '~ . ...;. fLL-J (jQ,_U Don Ashworth, City Manager YES Mayor Hobbs Councilmen Pearson, Geving and Waritz Councilman Neveaux - absent .... , ~ .-.. " ... . It ~ . .. . .. ." ADMINISTRATIVE MEMORANDUM (TO ACCOMPANY CITY OF CHANHASSEN, ~ MINNESOTA, INDUSTRIAL AND COMMERCIAL DEVELOPMENT REVENUE FINANCIAL APPLICATION) In addition to the items requested in the Application, the following material will assist the City Staff and Consultants in considering the financial feasibility of the proposal: 1. Historical summary of Earnings Statements for .past five years. 2. "Stub" Financials, if latest fiscal year end was more than three months from date of proposed financing. Capitalization table. 3. 4. "Use of Proceeds" and "Source and Application of Funds" Schedules, showing such costs as building, land and equip- ment, fees of bond attorneys and other legal counsel, auditors, engineers, architects, charges for printing, securities registration with Securities Commission, mortgage registration tax, trustee, paying agent, insurance, rating agency, discount, capitalized interest and reserve. Management's statement of business, including such matters as type of business entity (corporation, partnership, other), resume of principal officers, industry and trade risks, competition, labor relations, pension funding, litigation, estimated annual payroll increase in the C'ity over the next three years, and a list of all other facilities owned or operated by applicant. 6. Independent Appraisal of value of proposed facility (if available. ) 5. 7. Bank references. 10. Proposed debt maturities and depreciation schedules. 11. A certification warranting that together with company's l~gal counsel, the Underwriter will prepare and be responsible for an Official Statement (if necessary) and will hold the City, members of the Council, Staff and City Consultants harmless with regard thereto. -1- . ,.!: "Ac;1H\inistrative l-1emorandum .,;' . .. ~ .' e t' 12. Form of financing commitment. If public issue, include five recent similar offerings of Underwriter. If private placement, include name of proposed institutional investor. 13. If interim financing is required, a showing of a binding commitment for that financing from a reputable lender. REV 12/14/78 RHL -2- . . t4t , .' ( ;( :I ' '}f'/ " I CITY OF CHANHASSEN INDUSTRIAL DEVELOPMENT FINANCING STAFF MEMORANDUM " TESTS TO BE APPLIED BY STAFF AND CONSULTANTS IN ANALYZING INDUSTRIAL AND COMMERCIAL DEVELOPMENT FINANCING APPLICATIONS. In analyzing industrial revenue financing applications and accompanying documents and data, the City Staff and Consultants may apply the following tests in determining the financial feasi- bility of the proposals submitted by the applicant: a. Past three years average ratio of "earnings" (defined as income before provision for income taxes and deduction for "fixed charges") to "fixed charges" (defined as interest expense and 1/3 of annual rent payments, which are deemed representative of the interest factor) at least 1-1/2 to 1, on pro forma basis for latest year (including interest on proposed new debt.) b. Past three years average ratio of debt service (maximum annual principal and interest requirements on total long- term debt, including proposed issue on pro forma basis fOI+:late~t year ) coverage at least one to one, using revenue available for debt service defined as net income excluding depreciation and interest. c. Net worth indicated on balance sheet at least equal to proposed new issue. Capitalization in the range of 50% stockholders' equity, 50% presently outstanding long-term debt; to 33-1/3% equity, 66-2/3% debt. . d. Net "working capital If (current assets minus current liabilities) at least two times all long-term debt, including proposed new issue. e. Working capital-ratio (current assets divided by current liabilities) at least two to one. f. After the third year of operation, the estimated payroll at least equal the amount of the proposed financing. Annual fair market rental value at least equal to maximum annual debt service on proposed new issue. g. h. Total amount'of new financing is less than the value of the project. i. The term of the proposed mortgage ~ndebtedness does not exceed the useful life of the project. If Moody's Investors Service or Standard & Poor's Corporation indicate a senior investment grade rating, many of the above requirements may be waived. Dated: 7/20/78 RRS & RHL ",.--.-.- ) . - ~ .. .. .I ( ( .' 6. HAVE YOU APPLIED FOR CONVENTIONAL FINANCING? a. Name lenders contacted - 7. BUSINESS PROFILE: a. Are you located in City now? b. Number of employees in Chanhassen - i. before this project - ii. after this project iii. collective bargaining units (unions ) representing employees - c.~: APRroximate annual sales - $ d. Length of time in business - e. Do you have plants in other locations? If so, where? 8. NAMES OF: a. Underwri ter - i. Has letter of intent from underwriter or financial analysis by your consultants required by Commissioner of Securities been completed and attached to this application? (Application is incomplete if above is missing.) b. Bond Counsel - c. Corporate Counsel - -2 . :. l t I I , , .' 1. 2. 3. 4. 5. ( 'C. CITY OF CHANHASSEN Application For ~ Industrial Development Financing APPLICANT: a. Business Name - b. Business Address - c. Business Form (corporation, partnership, sole proprietorship, etc.) - d. Authorized Representative - e. Phone- Ni\1I1,E(S)_OF MAJORITY STOCKHOLDERS, OFFICERS & DIRECTORS, PARTNERS, PRINCIPALS - a. b. c. d. e. GIVE BRIEF DESCRIPTION OF NATURE OF BUSINESS: AMOUNT OF BOND ISSUE BEING REQUESTED: $ PURPOSE OF REQUESTED FINANCING: a. New Facility? (describe) b. Expansion?.. (describe) - e e e legal and consultive fees associated with the City's consideration of the application. In addition, Applicant agrees to pay upon demand such amount of City expense as shall be in excess of the deposit. Further, it is understood and agreed that the resolution granting preliminary approval to industrial revenue development financing shall be automatically rescinded in the event industrial revenue development financing procedures have not been completed and con- struction of the preoposed facility has not been commenced within one year following adoption of the preliminary approving resolution. APPLICANT By Date For further information contact: City Manager City of Chanhassen, Minnesota 55317 Phone (612) 937-1900 -4- , .. ( ~( .., - " .., ADMINISTRATIVE MEMORANDUM fe (TO ACCOMPANY CITY OF CHANHASSEN,.MINNESOTA INDUSTRIAL AND CO~ll1ERCIAL DEVELOPMEN~ REVENUE FINANCING APPLICATION) In addition to the items requested in the Application, the following material will assist the City Staff and Consultants in ~onsidering financial feasibility: 1. Historical summary of Earnings Statements for past five years. 2. "Stub" Financials, if latest fiscal year end was more than three months from date of proposed financing. 3. capitalization table. fit 5. "Use of Proceeds" and "Source and Application of Funds" Schedules, showing such costs as building, land and equip- ment, fees of bond attorneys and other legal counsel, auditors, engineers, architects, charges for pr.inting, securities registration with Secu~ities Commission, 'mortgage registra- tion ta~, trustee, paying agent, insurance, rating agency, d~scoupt, capitalized interest and reserve. Management's statement of business, including such.matters as.~indus.try an~ trade risks, competition, labor relations, Pension funding, litigation and estimated annual payroll increase in the City over the next three years. 4. 6. Independent Appraisal of value of proposed facility (if available) . 7. Dun & Bradstreet's most recent Rati~g Report (if available). 8. Evidence of Title Insurance "binder" or recognized attorney"s title (abstract) opinion acceptable to City' Attorney. . 9. Proposed debt maturities and depreciation schedules. . 10. A certification warranting that together with company's legal counsel, the Underwriter will prepare and be responsible for an Official Statement (if necessary) and will hold the City, members of the Council, Staff and City Consultants harmless. 11. Form of financing commitment. If public issue, include five recent similar offerings of underwriter. If private placement, include name of proposed institutional investor. ~p Dated 7/20/78, RRS & RHL "