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HomeMy WebLinkAbout9A Revenue Bond Policy 4646 Dakota Street SE Prior Lake, MN 55372 CITY COUNCIL AGENDA REPORT MEETING DATE: May 9, 2016 AGENDA #: 9A PREPARED BY: CASEY MCCABE, COMMUNITY DEVELOPMENT SPECIALIST PRESENTED BY: DON URAM, FINANCE DIRECTOR DAN ROGNESS, COMMUNITY & ECONOMIC DEVELOPMENT DIRECTOR AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION ESTABLISHING A PRIVATE AC- TIVITY REVENUE BOND POLICY DISCUSSION: Introduction The purpose of this agenda item is to consider approval of a new Private Activity Revenue Bond Policy for Prior Lake. No such policy currently exists for the City. History The City of Prior Lake has issued revenue bonds to assist private development pro- jects in the past, including the Shepherds Path senior housing project. The city has the authority to issue revenue bonds pursuant to Minnesota Statutes, Sections 469.152 to 469.165 (the Industrial Development Act) and Minnesota Statutes, Chap- ter 462C (the Housing Act) to assist the following types of projects:  Manufacturing / Industrial Facilities;  Multifamily housing;  Health care facilities;  Other projects on behalf of 501(c)(3) organizations; and  Other projects authorized by state statutes and federal law. The advantage of revenue bonds for the business or non-profit organization is that they are able to use the city's tax-exempt status to get more favorable bond interest rates. The advantage to the city is to be able to assist job creation or private housing projects, while at the same time not incurring the risk or obligation to guarantee repayment of the bonds. Current Circumstances The City has received a request to refinance bonds previously issued for the Shep- herds Path senior housing project. The City’s 2016 Fee Schedule identifies a ‘con- duit bond financing origination fee and annual reporting’ fee of $50,000, however, there is no formal application process or policy in place to guide the review of bond applications. Community & Economic Development staff, along with the Finance Director, re- viewed policies from three area communities; Shakopee, Bloomington and Burns- ville. City staff used Shakopee’s bond policy as a template for the development of the City of Prior Lake Private Activity Revenue Bond Policy. 2 The EDA reviewed a draft policy during their March 21, 2016 meeting and shared a number of comments and provided direction to staff related to application and fi- nancing fees, the public hearing process, City Council and EDA bonding authority, and a request to evaluate what administration and financing fees are charged by other communities. Based on the EDA’s comments and direction, city staff amended the Private Activity Revenue Bond Policy (attached) which was recom- mended for approval by the EDA during their April 18th meeting. Conclusion The proposed policy identifies the general requirements, types of projects which are eligible to apply, application fees, post-issuance compliance requirements of the ap- plicant and the application process. The policy provides the city with complete dis- cretion regarding whether to issue private activity bonds and reserves the right to approve only proposals which, in the opinion of the city, meet the needs of the city and have a strong likelihood of success. The policy reserves the right for the city to reject a proposal and the issuance of the bonds if the city determines, in its sole discretion that the financing is not in furtherance of the city’s goals or is otherwise unacceptable. ISSUES: City staff is in discussions with Shepherds Path to refinance bonds previously issued by the city. City staff would like to have a policy in place to process that request, which will be considered by the City Council during a May 23rd Public Hearing. FINANCIAL IMPACT: ALTERNATIVES: RECOMMENDED MOTION: ATTACHMENTS: The City of Prior Lake Fee Schedule currently requires a $50,000 conduit bond fi- nancing origination and annual reporting fee. In addition, the applicant is responsi- ble for all costs associated with the issuance or refunding of bonds, including but not limited to, legal fees, financial analyst fees and bond counsel fees. The attached policy, if approved, would require a non-refundable application fee of $2,500. In addition, the applicant shall be required to pay a bond administration fee of the greater of $10,000 or 0.50% of the principal amount of the (newly issued) bonds at the time of closing for new money issues. The applicant will also be re- sponsible for all legal fees, financial analyst fees and bond counsel fees. The current City of Prior Lake Fee Schedule does not specifically address a conduit bond refunding fee. The attached policy requires, for bonds to be issued to refund a bond issue, a non-refundable application fee of $2,500 and a bond administration fee of the greater of $10,000 or 0.25% of the principal amount of the (refunding) bonds allocated to the city is due at closing. The applicant will also be responsible for all legal fees, financial analyst fees and bond counsel fees. 1.Motion and a second to approve a resolution establishing a City of Prior Lake Private Activity Revenue Bond Policy, as proposed or amended by the City Council and approve an ordinance amending subsection 106.600 (Official Fee Schedule). 2.Motion and a second to deny the resolution establishing a City of Prior Lake Private Activity Revenue Bond Policy. 3.Motion and a second to table action and provide direction to staff. Alternative #1 1.City of Prior Lake Private Activity Revenue Bond Policy 4646 Dakota Street SE Prior Lake, MN 55372 CITY OF PRIOR LAKE ORDINANCE NO. 116-XX AN ORDINANCE OF THE CITY OF PRIOR LAKE, MINNESOTA, REVISING SECTION 106.600 OF THE PRIOR LAKE CITY CODE AND ESTABLISHING A FEE SCHEDULE FOR ALL CITY LICENSE FEES, USER CHARGES AND PERMIT CHARGES PURSUANT TO MINN. STAT. § 462.351 TO 462.364 The City Council of the City of Prior Lake does hereby ordain that Subsection 106.600 Official Fee Schedule is amended with the following changes: Municipal Financing Application Fees: Conduit bond financing origination fee and annual reporting Non-Refundable application fee $2,500.00 Bond Administation fee (new money) The greater of $10,000 or 0.5% of the principle amount of the bonds allocated to the city. Bond Administration fee (refunding) The greater of $10,000 or 0.25% of the principle amount of the bonds allocated to the city. This ordinance shall become effective from and after its passage and publication or on May 9th, 2016 whichever is later. Passed by the City Council of the City of Prior Lake this 9th Day of May 2016. ATTEST: _________________________ __________________________ City Manager Mayor This Ordinance to be published in the Prior Lake American on the 21st day of May 2016. 4646 Dakota Street SE Prior Lake, MN 55372 RESOLUTION 16-XXX A RESOLUTION ESTABLISHING A CITY OF PRIOR LAKE PRIVATE ACTIVITY REVENUE BOND POLICY Motion By: Second By: WHEREAS, The City of Prior Lake has the authority to issue revenue bonds pursuant to Minnesota Statutes, Sections 469.152 to 469.165 (the Industrial Development Act) and Minnesota Statutes, Chapter 462C (the Housing Act); and WHEREAS, City staff has prepared a Private Activity Revenue Bond Policy which details the City of Prior Lake’s authority to issue revenue bonds; the general guidelines and requirements the City will use to evaluate requests for private activity bond financing; the types of projects which are eligible for private activity bond financing; application and administration fees, post-issuance compliance responsibilities; and the application process; and WHEREAS, The City of Prior Lake Economic Development Authority has reviewed and recommended the City Council approve the City of Prior Lake Private Activity Revenue Bond Policy during its April 18, 2016 meeting; and WHEREAS, The Prior Lake City Council reviewed the establishment of the City of Prior Lake Private Activity Revenue Bond Policy on May 9, 2019. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The City of Prior Lake Private Activity Revenue Bond Policy is hereby adopted. 3. The City Council authorizes the official 2016 Fee Schedule to be amended in order to incorporate new fees established in the Private Activity Revenue Bond Policy. PASSED AND ADOPTED THIS 9th DAY OF MAY, 2016. VOTE Hedberg Keeney McGuire Morton Thompson Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ ______________________________ Frank Boyles, City Manager Page 1 of 5 CITY OF PRIOR LAKE MINNESOTA PRIVATE ACTIVITY REVENUE BOND POLICY Adopted , 2016 I. INTRODUCTION The City of Prior Lake, Minnesota (the "City") has the authority to issue revenue bonds pursuant to Minnesota Statutes, Sections 469.152 to 469.165 (the "Industrial Development Act”) and Minnesota Statutes, Chapter 462C (the "Housing Act"). The City Council of the City will consider the issuance of private activity bonds (both taxable and tax-exempt) to finance the following types of projects: 1) Manufacturing I industrial facilities; 2) Multifamily housing; 3) Health care facilities; 4) Other projects on behalf of 501(c)(3) organizations; and 5) Other projects authorized by state statutes and federal law. The City Council of the City may consider and approve the issuance of private activity bonds by the Economic Development Authority for the City of Prior Lake (the "EDA"). II. GENERAL REQUIREMENTS The following are the general guidelines and requirements the City will use to evaluate requests for private activity bond financing. The City has complete discretion regarding whether to issue private activity bonds and reserves the right to approve only proposals which, in the opinion of the City, meet the needs of the City and have a strong likelihood of success. All proposals for the issuance of private activity bonds must meet the following general requirements: A. Be consistent with the City's Comprehensive Plan. B. Fulfill all of the applicable federal and state requirements for the issuance of bonds. C. Comply with all applicable federal, state, regional, and City laws, including zoning and land use regulations and ordinances applicable to the project. D. The applicant agrees to use the legal services of a bond attorney designated by the City of Prior Lake. E. The applicant for bond financing and the applicant's chosen bond underwriter, placement agent or lender shall hold the City and its respective officers, consultants, and agents harmless from any alleged or actual violations of any securities laws, state or federal, in connection with the issuance of bonds for the project. In addition, the City shall not be held responsible for any debt repayment of the bond issue or other costs relating to the project to be financed should it fail financially for any reason. F. In addition to the Fees identified in Section V. below, the City is to be reimbursed and held harmless for and from any out-of-pocket expenses related to the bonds including, but not limited to, legal fees, financial analyst fees, bond counsel fees, the City staff’s 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. A form of the required letter is set forth in Exhibit C. G. 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 Page 2 of 5 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. H. Applications for financing must be made on the forms attached to this Private Activity Revenue Bond Policy. I. The applicant must deposit all required fees on a timely basis. J. The Council may, in its sole discretion, impose conditions exceeding those required under the City building code or Zoning Ordinance 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. K. The Council may, in its sole discretion, withdraw its preliminary approval of a project at any time prior to the issuance of the bonds, if in its judgment the purposes of the Industrial Development Act or the Housing Act will not be served by going forward with the project and its financing. III. TYPES OF PROJECTS 1. Manufacturing I Industrial Facilities Bonds for manufacturing facilities are issued under the Industrial Development Act and either Section 144(a) or Section 141 of the Internal Revenue Code, as amended (the "Code"). In addition, the bonds are generally subject to the volume cap allocation requirements of Minnesota Statutes, Chapter 474A, as amended. The purpose of issuing bonds for such facilities is to encourage the development of appropriate industrial projects that will benefit the community by providing jobs and economic development, eliminating blight, and increasing property values. Manufacturing bonds are available only for "core" manufacturing projects, and only for relatively small manufacturers (cannot expect to have more than the maximum IRS allowable capital expenditures in the City in the six-year period surrounding issuance of the bonds). 2. Multifamily Housing Housing bonds to finance privately-owned multifamily housing facilities within the City are authorized under the Housing Act and either (a) in the case of facilities owned by 50l (c)(3) entities, Section 145 of the Code or (b) in the case of facilities owned by non-501 (c)(3) entities, Section 142(d) of the Code. The purpose of issuing multifamily housing bonds is to benefit the community by encouraging the availability of multifamily housing opportunities for residents of the City. The City, within its sole discretion, will determine whether or not to approve Housing bonds and if so, which multifamily project or projects it will finance. All for-profit housing projects financed with tax-exempt bonds must comply with the restrictions set forth in the Housing Act and Section 142(d) or Section 145, or applicable, of the Code and the Treasury Regulations promulgated thereunder. 3. Health Care Facilities Health care facility revenue bonds are issued to finance hospitals, nursing homes or assisted living facilities within the City owned and operated by 501 (c)(3) entities. Such bonds are issued in accordance with the Industrial Development Act or the Housing Act and Section 145 of the Code. The purpose of issuing health care bonds is to benefit the community by encouraging the availability of affordable health care services for residents of the City. 4. Facilities for other 501(c)(3) Organizations Bonds may be issued to finance facilities within the City providing services that benefit the City and its residents (including, without limitation, educational services) owned and operated by 501 (c)(3) entities. Page 3 of 5 Such bonds are issued in accordance with the Industrial Development Act and Section 145 of the Code. The purpose of issuing such bonds is to benefit the community by encouraging the availability of beneficial services for residents of the City. IV. DESIGN AND MAINTENANCE STANDARDS A. The project to be financed shall use building and design materials that are in compliance with applicable state and local building, zoning and licensing codes and designated maintenance standards . B. The design and maintenance must be compatible with other neighboring land uses, building architecture, and landscaping. V. FEES A. A non-refundable application fee of $2,500 is due at the time the application is made. This fee shall be due in the case of an application for either a new money bond issue or a refunding bond issue. This application fee is in addition to the other fees set forth below and is not a credit against said additional fees. B. A bond administration fee of the greater of $10,000 or 0.50% of the principal amount of the bonds allocated to the City is due at the time of closing on the bonds. C. For bonds to be issued to refund a bond issue previously issued by the City or its EDA, a bond administration fee of the greater of $10,000 or 0.25% of the principal amount of the refunding bonds allocated to the City is due at the time of closing on the bonds. D. All fees and expenses in relation to the issuance of the bonds, or refunding of bonds (in addition to the foregoing application fee and bond administrative fee), including the fees of the City's bond counsel, shall be the responsibility of the applicant, regardless of whether the bonds are actually issued. E. Under Federal Law certain local government tax-exempt bonds must receive an allocation from the state prior to the issuance. For applications requiring an allocation of bonding authority from Minnesota Management and Budget ("MMB") pursuant to the provisions of Chapter 474A, an application, in the form prescribed by MMB, must be submitted to MMB along with the appropriate application deposit and nonrefundable application fee due to MMB. VI. HOST APPROVAL Section 147(f)(2)(A) of the Code requires that qualified private activity bonds must have both (i) issuer approval from the issuer or the governmental unit on whose behalf the issuer is issuing and (ii) host approval from all governmental units in which the financed facilities are to be located. The City will consider requests for the issuance of bonds by other political subdivisions to finance projects in the City. In these cases, the non-refundable application fee must be paid. No administrative fee is charged, except actual costs incurred by the City, including costs associated with a review by the City's bond counsel (if necessary), must be reimbursed. The City reserves the right to reject such requests for any reason. VII. REFUNDING BONDS Previous issuance of bonds by the City does not commit the City to the issuance of refunding bonds at a future date. Applications for the refunding of previously issued bonds will be evaluated in terms of general benefit to the City based on such factors as financial benefit to the applicant, the project's Page 4 of 5 past operating history, including property maintenance and employment, and the applicant's future plans for operations in the City. To the extent appropriate, the provisions of this Private Activity Revenue Bond Policy shall apply to refunding bonds. It is recognized that projects previously financed may not have met the foregoing requirements applicable to new financing requests. Applications that include the refunding of previously issued bonds will be evaluated based on such factors as substantial debt service savings, removal of bonding covenants significantly impairing the financial feasibility of the project, significant rehabilitation or physical improvements of the property, or enhancements to the affordability of existing rents. VIII. POST-ISSUANCE COMPLIANCE The issuance of bonds will result in post-issuance compliance responsibilities. The responsibilities are in two primary areas: i) compliance with federal arbitrage requirements and ii) compliance with secondary disclosure requirements. The City will require that each applicant demonstrate to the City that it will comply with post-issuance compliance procedures. The City will require that applicants retain a trustee and/or an independent arbitrage consultant for the term of the bonds. The applicant shall covenant in the applicable bond documents to comply with all applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable regulations, including, but not limited to: (i) the arbitrage and rebate requirements of Section 148 of the Code; and (ii) the applicable qualified bonds provisions of Sections 141(e), 142, 143, 144, and 145 of the Code. The applicant shall be the party responsible for monitoring the bonds for compliance with such requirements and to remediate nonqualified bonds in accordance with the requirements of the Code and applicable regulations. The applicant shall be the party responsible for monitoring compliance with the requirements of Section 148 of the Code. IX. APPLICATION PROCESS The process for obtaining bond financing is as follows: A. An application for the issuance of bonds must be submitted in the form specified by City staff along with the required application fee. Please submit applications to: Finance Director City of Prior Lake 4646 Dakota Street SE Prior Lake, MN 55372 B. City staff will complete an initial review to evaluate the proposal and determine whether it qualifies for consideration for financing. C. Staff will consult with the City's bond counsel as necessary to verify the project's qualifications for financing. D. For bonds requiring a bond allocation from MMB prior to issuance, the proposal will be presented to the City Council for a preliminary resolution. The resolution will identify the preliminary intent of the City to issue bonds, a description of the proposed project, and the amount of bonds to be issued. Upon adoption of the preliminary resolution, the applicant, working with the City's bond counsel, shall prepare the application to be submitted by the City for a bond allocation to MMB. E. All of the bonds for new money projects described in this Private Activity Revenue Bond Policy require a public hearing held by the City Council at some time after the public notification. A Page 5 of 5 resolution of the City Council is required to set the date of the public hearing. F. Housing bonds under Chapter 462C require, prior to publication of notice of the public hearing, submission of a Housing Program to the Metropolitan Council. The Housing Program must be approved by the Metropolitan Council. Following such public hearing, the City will adopt a final bond resolution approving the documentation to be executed by the City and authorizing the execution of said documents and the issuance of the bonds. G. Prior to the issuance of bonds, other than housing bonds issued under the Housing Act, and following the public hearing, the City must file an application for approval of the bond issue with the Minnesota Department of Employment and Economic Development ("DEED"). The application is considered routine if the proper documentation is filed including the completed application form, the City's bond resolution, a preliminary bond counsel opinion, evidence of the public hearing, and a letter of preliminary intent from the applicant's chosen bond underwriter, placement agent or lender to underwrite, place, or purchase the bond issue. DEED approval is required before issuance of the bonds. H. Until the bonds are issued, the City reserves the right to: 1) Reject applicant's choice of underwriter, trustee, paying agent, placement agent, or legal counsel. 2) Require corrections or amendments to any legal document. 3) Reject the proposal and the issuance of the bonds if the City determines, in its sole discretion that the financing is not in furtherance of the City's goals or is otherwise unacceptable, even if preliminary approval for the proposal or any part of the proposal being separately considered has previously been given. X. ISSUANCE BY ECONOMIC DEVELOPMENT AUTHORITY A. The City Council shall determine whether bonds will be issued by the City Council or the Economic Development Authority. B. For bonds to be issued by the EDA, all references herein to the “City” and the “City Council” shall mean the “EDA” and the “Economic Development Authority,” respectively. C. In addition to approval of the issuance of bonds by the Economic Development Authority, the issuance must also be approved by the City Council in accordance with Section 147(f) of the Code. APPROVED AND ADOPTED this day of , 2016 by the City Council of the City of Prior Lake, Minnesota . ATTEST: City Manager Mayor EXHIBIT A APPLICATION FOR ISSUANCE OF PRIVATE ACTIVITY BONDS (Industrial, Health Care or Other Non-Housing Non-Profit Projects) 1. APPLICANT a. Business Name: Date of Application: b. Business Address: c. Primary Business Contact Name: Telephone number: Email: d. Authorized Business Representative: e. Structure:  Corporation  Partnership  Sole Proprietorship  LLC  Other: 2. PURPOSE OF REQUESTED FINANCING : (Check all that apply)  New Facility  Expansion  Refunding 3. ESTIMATED PROJECT COSTS: (Not required for refunding) Land $ Building $ Equipment $ Architectural/Engineering $ Costs of Issuance $ Capitalized Interest (including discount) $ Other $ Total Financing Request $ 4. AMOUNT OF FINANCING REQUESTED: $ ( % of total project cost) 5. TYPE OF FINANCING PROPOSED: a.  Publicly Sold Bonds  Privately Placed Bonds  Direct Purchase Bonds b. Expected Term of Financing: Years c. Security:  Mortgage  Letter of Credit  Guaranty (third party)  Guaranty (personal)  Unsecured  Other 6. BUSINESS PROFILE: (Not required for refunding) a. Job Information 1) Current number of Full Time Equivalent Employees: *Full Time Equivalent (FTE) is based on total annual hours of 2,080 2) Number of New Permanent Jobs to be Created: 3) Number of Construction Jobs to be Created: 4) Number of Jobs to be Relocated: b. Length of Time in Business: c. Do you have facilities in other locations?  Yes  No If yes, where? 7. NAMES OF: a. Underwriter, Placement Agent or Lender Name: Contact Person Name: Telephone: Email: b. Corporate Counsel Name: Telephone: Email: c. Counsel to Underwriter, Placement Agent or Lender Name: Telephone: Email: 8. WHAT IS YOUR TARGET DATE FOR: (Not required for refunding) a. Construction start: b. Construction completion: 9. ATTACHMENTS: Attach the following information with the application. Application is not considered complete until all documents have been received. a. Description of the project; b. Give a brief description of the nature of the business, principal products, etc.; (If multifamily housing, include Exhibit B) c. Plot plan, elevation of proposed buildings, landscape, lighting, and site preparation; (Not required for refunding) d. Preliminary sources and uses for financing project; e. Initial application fee; and f. Indemnification Letter of Agreement. 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 Procedure for Application to the City of Prior Lake for Private Activity Revenue Bond Financing and I am aware of its content and agree to be bound by its terms and the terms of the indemnification letter. Signature / Title Date NOTICE TO COMPANY: Data Practices Act The information that you supply in your application to the City of Prior Lake ("City") will be used to assess your eligibility for financial assistance. The City will not be able to process your application without this information. The Minnesota Government Data Practices Act (Minnesota Statutes, Chapter 13) governs whether the information that you are providing to the City is public or private. If financial assistance is provided for the project, the information submitted in connection with your application will become public, except for those items protected under Minnesota Statutes, Section 13.59, Subdivision 3(b) or Section 13.591, Subdivision 2. I have read the above statement and I agree to supply the information to the City with full knowledge of the matters contained in this notice. I certify that the information submitted in connection with the application is true and accurate. Signature / Title Date EXHIBIT B APPLICATION FOR ISSUANCE OF PRIVATE ACTIVITY BONDS (Multifamily Housing) 1. APPLICANT a. Business Name: Date of Application: b. Business Address: c. Primary Business Contact Name: Telephone number: Email: 2. PROJECT INFORMATION a. Project Name: b. Business Location: 3. RENTAL INFORMATION Monthly Rent Number of Units Efficiency One Bedroom Two Bedroom Three Bedroom Parking (included in rent) Parking (not included in rent) Laundry Utilities included in monthly rent: 4. OPERATING EXPENSES: % of Gross (Annual) 5. TOTAL PROJECT COST: $ 6. DEVELOPER EQUITY: $ 7. DEBT SERVICE: $ 8. HARD COSTS: $ (Hard Costs are all project costs the IRS has determined to be eligible items for depreciation) 9. LAND VALUE: $ 10. SOFT COSTS: $ 11. ANTICIPATED INTEREST RATES: % 12. ANTICIPATED TERM OF DEBT: 13. If the project were conventionally financed, what interest rate would you expect to pay? % 14. EQUIPMENT: $ of project cost is for equipment (e.g. washers/dryers) 15. ANTICIPATED INCREASES: a. Revenue: % per year b. Expenses: % per year 16. ANTICIPATED VACANCY RATE: a. First Year: % b. After First Year: % 17. CONSTRUCTION SCHEDULE: a. Anticipated construction commencement date: b. Anticipated construction completion date: 18. ATTACHMENTS: Attach the following information with the application. Application is not considered complete until all documents have been received. a. Description of the project; b. Plot plan, elevation of proposed buildings, landscape, lighting, and site preparation; c. Preliminary sources and uses for financing project; d. Initial application fee; and e. Indemnification Letter of Agreement. 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 Procedure for Application to the City of Prior Lake for Private Activity Revenue Bond Financing and I am aware of its content and agree to be bound by its terms and the terms of the indemnification letter. Signature / Title Date NOTICE TO COMPANY: Data Practices Act The information that you supply in your application to the City of Prior Lake ("City") will be used to assess your eligibility for financial assistance. The City will not be able to process your application without this information. The Minnesota Government Data Practices Act (Minnesota Statutes, Chapter 13) governs whether the information that you are providing to the City is public or private. If financial assistance is provided for the project, the information submitted in connection with your application will become public, except for those items protected under Minnesota Statutes, Section 13.59, Subdivision 3(b) or Section 13.591, Subdivision 2. I have read the above statement and I agree to supply the information to the City with full knowledge of the matters contained in this notice. I certify that the information submitted in connection with the application is true and accurate. Signature / Title Date EXHIBIT C INDEMNIFICATION LETTER OF AGREEMENT Mayor of the City of Prior Lake Members of the City Council 4646 Dakota Street SE Prior Lake, MN 55372 RE: Application of for Private Activity Bond Financing by the City of Prior Lake. 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 Prior Lake, Minnesota in connection with its consideration of an application for private activity 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 expen ses which the City may incur in connection with its consideration of the project and the granting of 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, if necessary, whether or not revenue bond financing is finally approved by the City, and whether or not the bonds are issued and sold. 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, to which 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 which it may have against the City, its officers, agents, and employees or which it may incur in connection with: the City's consideration of t he application for industrial development revenue bond financing for Applicant's p roject; the failure of the City, in its discretion, to issue 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. 4. Applicant is aware of the City's application and administrative fee structure for bonds and agrees and covenants that all such fees will be paid in the amount and at the times required. Dated: [APPLICANT NAME] By: Its: