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HomeMy WebLinkAboutResolution No. EDA22-004 D05 - EDA Resolution - Reallocation of the Defeasance - Project Revenue Bonds Series 2007-8A EDA RESOLUTION NO. ____ CITY COUNCIL RESOLUTION NO. ____ Rochester Economic Development Authority County of Olmsted, State of Minnesota Approving the Reallocation of the Defeasance of a Portion of the Public Project Revenue Bonds, Series 2007A & 2008A (City of Rochester Bioscience Lease Purchase Agreements); authorizing an Amendment to the Lease between the City of Rochester (City) and the Mayo Foundation for Medical Education and Research; and authorizing Certain Other Actions to be Taken by the City and the Rochester Economic Development Authority (EDA). BE IT RESOLVED by the Board of Commissioners (the “Board”) of the Rochester Economic Development Authority (the “EDA”) and the Common Council (the “Council”) of the City of Rochester, Minnesota (the “City”), as follows: Section 1. Background; Findings. 1.01. Pursuant to a Revenue Bond Resolution adopted by this Board on November 19, 2007 (the “Bond Resolution”), the EDA issued its Public Project Revenue Bond, Series 2007A (City of Rochester Bioscience Lease Purchase Agreement) dated December 12, 2007, in the original aggregate principal amount of $9,900,000 and its Public Project Revenue Bond, Series 2008A (City of Rochester Bioscience Lease Purchase Agreement), dated January 9, 2008, in the original aggregate principal amount of $6,700,000 (collectively, the “Bonds”), pursuant to Minnesota Statutes, Chapter 475 and Sections 469.090 through 469.108 (collectively, the “Act”) to finance the acquisition, construction and equipping of the Minnesota Bio Business Center building (the “Bio Business Building”) which is leased to the City pursuant to the Lease with Option to Purchase Agreement, dated December 1, 2007, between the City and the EDA (the “LOPA”). 1.02. Pursuant to Resolutions No.127-15 and No.128-15 of the Council and Resolution No.131-15 of the Board, all adopted on March 16, 2015 (collectively, the “Prior Resolutions”), the City and the EDA, respectively, authorized a sublease the 5th floor (approximately 14,963 rentable square feet) of the Bio Business Building to Cardio3, Inc. (the “Proposed Sublease”), a related amendment to the Lease, dated October 26, 2007, between the City and Mayo Foundation for Medical Education and Research to release the Property with the consent of the EDA, and the defeasance of a portion of the Bonds by appropriating certain legally available funds in an amount that, when invested in securities authorized by Minnesota Statutes, Chapter 118A and Section 475.67, subdivision 8, provided for the payment of principal and interest on such portion of the Bonds on or before February 1, 2018. 1.03. The Proposed Sublease of the 5th Floor never occurred, and the City now proposes to sublease the 6th floor (approximately 14,963 rentable square feet) of the Bio Business Building (such portion referred to as the “Property”) for use in RAEDI’s Journey to Growth Partnership with organizations which are not qualified 501(c)3 organizations (the “Sublease”). In order to accommodate the Sublease, the City must amend the Lease, EDA RESOLUTION NO. ____ CITY COUNCIL RESOLUTION NO. ____ dated October 26, 2007, between the City and Mayo Foundation for Medical Education and Research to release the Property (the “Amendment to Mayo Lease”) and the EDA must consent to the Sublease and the Amendment to Mayo Lease. 1.04. The City and the EDA have determined to reallocate the defeased portion of the Bonds to the 6th Floor rather than the 5th Floor and have further determined that such reallocation is reasonable in that the same rentable square footage is available on both floors. 1.05. It is further found and determined that it is the intent of this Board that the defeasance of the Bonds as provided for in this Resolution and the Prior Resolutions is not to be construed as impairing or affecting the covenants with or pledges to the holders of the Bonds contained in the Bond Resolution. Section 2. Escrow; Defeasance. 2.01. To accomplish defeasance of the Bonds the EDA previously established an Escrow Account (the “Escrow Account”) pursuant to an escrow agreement (the “Escrow Agreement”) and on February 1, 2018 defeased a portion of the Bonds allocable to an approximately 14,963 rentable square foot portion of the Bio Business Building. The Prior Resolutions adopted on March 16, 2015 by the City and the EDA and all actions taken pursuant thereto are hereby amended and supplemented to reallocate such defeased portion of the Bonds to the 6th Floor. 2.02. The President and Secretary of the EDA are authorized and directed to execute an updated tax certificate related to the reallocation of the defeased Bonds and take all other actions necessary in connection with the Sublease, the reallocation of the Bonds, this resolution, and Section 1.141-12(d) of the Treasury Regulations promulgated under Section 141 of the Internal Revenue Code of 1986, as amended (the “Remedial Action Regulations”). 2.03. The Mayor, City Clerk, City Finance Director and other staff of the City are directed to take all additional actions necessary in connection with the acquisition and lease of the Property and to satisfy the remedial action requirements delineated in the Remedial Action Regulations. Section 3. Approval of Related Agreements. 3.01. The Sublease and Amendment to Mayo Lease as presented to the Council and the Board are hereby in all respects approved by the City and consented to by the EDA, in substantially the forms submitted, together with any related documents necessary in connection therewith (collectively, the “Related Agreements”), and the Mayor and the City Clerk are hereby authorized and directed to execute the Related Agreements on behalf of the City and to carry out, on behalf of the City, the City’s obligations thereunder. The approval hereby given to the Related Agreements includes approval of such additional details therein as may be necessary and appropriate and such modifications EDA RESOLUTION NO. ____ CITY COUNCIL RESOLUTION NO. ____ 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 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. 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. PASSED AND ADOPTED BY the Board of Commissioners of the Rochester Economic Development Authority of Rochester, Minnesota this 7th Day of Feburary, 2022. PRESIDENT OF SAID AUTHORITY SECRETARY OF SAID AUTHORITY BE IT RESOLVED by the Common Council of the City of Rochester, MN that the Council does concur with and authorize this designation. PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2022. ___________________________________ PRESIDENT OF SAID COMMON COUNCIL ATTEST: __________________________ CITY CLERK APPROVED THIS _____ DAY OF ______________________, 2022. ___________________________________ MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota)