HomeMy WebLinkAboutResolution No. 127-15• 127-15 E-1
EXTRACT OF MINUTES OF MEETING OF THE
COMMON COUNCIL OF THE
CITY OF ROCHESTER, MINNESOTA
HELD: March 16, 2015
Pursuant to due call and notice thereof, a regular meeting of the Common Council of the
City of Rochester, Minnesota, was duly called and held at the City Hall in the City on the 16th
day of March, 2015, at 7:00 P.M.
The following members were present: Randy Staver, Nick Campion, Ed Hruska, Mark
Bilderback, Michael Wojcik, Mark Hickey and Sandra Means
and the following were absent: None
• Member Michael Wojcik moved to introduce the following resolution and moved its
adoption:
RESOLUTION APPROVING THE DEFEASANCE OF A PORTION OF THE PUBLIC
PROJECT REVENUE BOND, SERIES 2007A (CITY OF ROCHESTER BIOSCIENCE
LEASE PURCHASE AGREEMENT) AND THE PUBLIC PROJECT REVENUE BOND,
SERIES 2008A (CITY OF ROCHESTER BIOSCIENCE LEASE PURCHASE AGREEMENT),
AUTHORIZING AN AMENDMENT TO LEASE WITH MAYO FOUNDATION FOR
MEDICAL EDUCATION AND RESEARCH AND CERTAIN AGREEMENTS WITH
CARDI03, AND AUTHORIZING CERTAIN OTHER ACTIONS TO BE TAKEN BY THE
ROCHESTER ECONOMIC DEVELOPMENT AUTHORITY
BE IT RESOLVED by the Common Council of the City of Rochester (the "City"),
Minnesota, as follows:
1. Bonds. The Rochester Economic Development Authority (the "Authority") has
heretofore issued its Public Project Revenue Bond, Series 2007A (City of Rochester Bioscience
Lease Purchase Agreement) and its Public Project Revenue Bond, Series 2008A (City of
Rochester Bioscience Lease Purchase Agreement) (collectively, the "Bonds") 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 Authority (the "LOPA").
2. Defeasance. The Authority has determined to allow the City to sublease the 51h
• floor (approximately 14,963 rentable square feet) of the Bio Business Building (such portion
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referred to as the "Property") to Cardio3, Inc. (the "Sublease"). In connection with such
Sublease, the Authority has determined to defease a portion of the Bonds by appropriating
certain legally available funds in an amount that, if invested in securities authorized by Minnesota
Statutes, Chapter 118A and Section 475.67, subdivision 8, will provide for the payment of principal
and interest on the Bonds on or before February 1, 2018. To accomplish defeasance of the Bonds
the Authority will establish an Escrow Account (the "Escrow Account") with a suitable financial
institution in the State of Minnesota whose deposits are insured by the Federal Deposit Insurance
Corporation and whose combined capital and surplus is not less than $500,000 (the "Escrow
Agent"). A form of escrow agreement (the "Escrow Agreement") has been prepared on behalf of
the City and the Authority and is hereby approved. The Mayor and City Clerk are authorized
and directed to execute and deliver the Escrow Agreement on behalf of the City on or before the
date (the "Funding Date") required by 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"). 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.
3. Defeasance Approval. The City hereby approves the defeasance of a portion of
the Bonds by the Authority as set forth in the Escrow Agreement. The resolution of the
Authority approving the defeasance of the Bonds shall have the same force and effect as if such
resolution had been adopted by this Council. As of the Funding Date, in connection with the
• Sublease of the 5`h floor of the bioscience building, there will be and are hereby transferred,
pledged, and appropriated to the Escrow Account parking enterprise funds and other funds of the
City in the amount that is needed for payment of the principal and interest of the defeased Bonds
on or before February 1, 2018. As of the date of this resolution, the amount needed to fund the
Escrow Account is expected to be approximately $2,900,000 (plus transaction costs), but the
exact amount will be determined as of Funding Date based on the price of securities purchased to
fund the Escrow Account.
4. Consultants. The Council hereby approves the selection of Springsted
Incorporated, in Saint Paul, Minnesota ("Springsted"), as financial advisor to the City and the
Authority, to assist in the defeasance of the Bonds.
5. Related Agreements. In order to accommodate the Sublease, the City must
amend the Lease, dated October 26, 2007, between the City and Mayo Foundation for Medical
Education and Research to release the Property (the "Amendment to Mayo Lease"). In addition,
on the date hereof, the City conducted a public hearing in accordance with Minnesota Statutes,
Sections 116J.993 through 116J.995 (the "Business Subsidy Law") and upon the receipt of
certain Minnesota Investment Fund and Job Creation Grant program funds from the State of
Minnesota, through the Department of Employment and Economic Development ("DEED"), the
City proposes to enter into a MIF Grant Agreement with DEED and a business subsidy
agreement, loan agreement and certain related agreements with Cardio3, Inc. in connection with
certain improvements Cardio3, Inc. proposes to make to the Property (collectively, the "Subsidy
Agreements"). The Sublease, Amendment to Mayo Lease and Subsidy Agreements as presented
to the Council are hereby in all respects approved, in substantially the forms submitted, together
with any related documents necessary in connection therewith (collectively, the "Related
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• 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
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 AOOPTEO ny THE COMMON COUNCIL OF THE CITY OF
ROCHE_STER, MINNESOTA, THIS iifpt nDAY OF MnnCr/ 2015.
PR NNT (a#= SAID COUNCIL
• _
ATTEST: �'-'�.�+d-++-r� -� ,�c_<•..r.._
CITY CLERK
APPROVED THIS 37th DAY OF MARCH .2015.
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MAYOR OF SAID CITY
Tt Y
The motion for the adoption of the foregoing resolution was duly seconded by member
Campion and, after full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof:
All
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
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•
STATE OF MINNESOTA )
COUNTY OF OLMSTED )
CITY OF ROCHESTER )
I, the undersigned, being the duly qualified and acting Clerk of the City of Rochester,
Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of
minutes with the original thereof on file in my office, and that the same is a full, true and
complete transcript of the minutes of a meeting of the Common Council, duly called and held on
the date therein indicated, insofar as such minutes relate to the defeasance of certain Public
Project Revenue Bonds, Series 2007A (City of Rochester Bioscience Lease Purchase
Agreement) and certain Public Project Revenue Bonds, Series 2008A (City of Rochester
Bioscience Lease Purchase Agreement).
• WITNESS my hand this 17`h day of March, 2015.
S 1,
Clerk
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