HomeMy WebLinkAboutResolution No. 237-25 - Resolution - Rochester Biolabs Development Agreement
RESOLUTION NO. ______
Approving and Authorizing the Execution of a Development Assistance Agreement
(BioLabs Project).
WHEREAS, the Common Council (the “Council”) of the City of Rochester,
Minnesota (the “City”) has reviewed a proposal by Rochester 2 Associates, LLC, a
Delaware limited liability company (the “Developer”) for the construction and development
of an approximately 16,000 square feet shared laboratory space within Two Discovery
Square (the “Development”), located at 415 2nd Avenue SW within the Destination
Medical Center District in the City of Rochester (the “City”);
WHEREAS, the City finds the development and construction of the Development
are vital and are in the best interests of the City;
WHEREAS, there has been prepared and presented to the Council for its
consideration a certain Development Assistance Agreement, between the City and the
Developer, stating the Developer’s responsibilities and the terms and conditions of the
City’s assistance with capital certain costs of the Development (the “Agreement”).
WHEREAS, pursuant to the provisions of Minnesota Statutes, 469.40 through
469.47, as amended (the “DMC Act”), the assistance provided under the Agreement is
not a business subsidy under Minnesota Statutes, Section 116J.993;
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Rochester, Minnesota, as follows:
Section 1. Approval of Agreement.
1.01. The Council hereby approves the Agreement in substantially the form
presented to the Council, together with any related documents necessary in connection
therewith, including but not limited to any documents, exhibits, certifications, assignments
or consents referenced in or attached to the Agreement (collectively, the “Development
Documents”) and hereby authorizes the Mayor and Clerk to negotiate the final terms
thereof and, in their discretion and at such time, if any, as they may deem appropriate, to
execute the same on behalf of the City, and to carry out, on behalf of the City, the City’s
obligations thereunder; provided however that this authorization by the City shall expire
with respect to the Agreement which has not been executed by the applicable Developer
by April 6, 2026.
1.02. The approval hereby given to the Development Documents includes
approval of such additional details therein as may be necessary and appropriate and such
modifications thereof, deletions therefrom and additions thereto as may be necessary and
appropriate and approved by legal counsel to the City and by the officers authorized
herein to execute said documents prior to their execution; and said officers are hereby
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authorized to approve said changes on behalf of the City. The execution of any
instrument by the appropriate officers of the City herein authorized shall be conclusive
evidence of the approval of such document in accordance with the terms hereof. This
Resolution shall not constitute an offer and the Development Documents shall not be
effective until the date of execution thereof as provided herein.
1.03. In the event of absence or disability of the officers, any of the documents
authorized by this Resolution to be executed may be executed without further act or
authorization of the Council by any duly designated acting official, or by such other officer
or officers of the Council, as, in the opinion of the City Attorney, may act in their behalf.
Upon execution and delivery of the Development Documents, the officers and employees
of the City are hereby authorized and directed to take or cause to be taken such actions
as may be necessary on behalf of the City to implement the Development Documents.
1.04. The City hereby determines that the execution and performance of the
Development Documents will help realize the public purposes of the Act.
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2025.
___________________________________
PRESIDENT OF SAID COMMON COUNCIL
ATTEST: __________________________
CITY CLERK
APPROVED THIS _____ DAY OF ______________________, 2025.
___________________________________
MAYOR OF SAID CITY
(Seal of the City of
Rochester, Minnesota)
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