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HomeMy WebLinkAboutResolution No. 131-15131-15 B2 EDA • Extract of Minutes of Meeting of the Board of Commissioners of the Rochester Economic Development Authority, Olmsted County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the Board of Commissioners of the Rochester Economic Development Authority, was duly held in the City Hall in the City of Rochester, Minnesota on Monday, March 16, 2015, commencing at 6:00 P.M. The following members were present: All and the following were absent: Member Wojcik introduced the following resolution and moved its adoption: RESOLUTION NO. 131-15 RESOLUTION PROVIDING FOR 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), AND AUTHORIZING AN ESCROW AGREEMENT AND AN AMENDMENT TO LEASE BETWEEN THE CITY AND MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH BE IT RESOLVED By the Board of Commissioners of the Rochester Economic Development Authority, Olmsted County, Minnesota (the "Authority"), 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 Authority 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 4540480 JSB RM 10-44 • (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 of Rochester (the "City") pursuant to the Lease with Option to Purchase Agreement, dated December 1, 2007, between the City and the Authority (the "LOPA"). 1.02. The City proposes to sublease the 5`h floor (approximately 14,963 rentable square feet) of the Bio Business Building (such portion referred to as the "Property") to Cardio3, Inc. (the "Sublease"). 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"). The Authority hereby consents to the Sublease and the Amendment to Mayo Lease. 1.03 In connection with such lease 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 such portion of the Bonds on or before February 1, 2018. 1.04. It is further found and determined that such portion of the Bonds will be paid as set forth in the Escrow Agreement described below. 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 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. 3.01. To accomplish defeasance of the Bonds the Authority will establish an Escrow Account (the "Escrow Account") with the City and 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 President and Secretary are authorized and directed to execute and deliver the Escrow Agreement on behalf of the Authority 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 President, Secretary and other staff of the Authority are directed to take all additional actions necessary in connection with the sale and lease of the Property and to satisfy the remedial action requirements delineated in the Remedial Action Regulations. 3.02. As of the Funding Date, in connection with the Sublease of the Property, there will be and are hereby transferred, pledged, and appropriated to the Escrow Account 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. 3.03. The funds are to be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as may be required to provide sufficient monies together with cash or other monies in the Escrow Account to pay when due the principal amount of and interest on the defeased Bonds on and prior to their maturity dates. The funds may be used only for the purposes stated in this Section, except that any surplus remaining in the Escrow Account when all of the defeased Bonds and interest thereon have been paid shall be transferred to the general fund of the City. 4540480 JSB RC11044 2 • 3.04. Securities to be purchased from the funds are limited to securities specified in Minnesota Statutes, Chapter 118A and Section 475.67, subdivision 8. The President and Secretary are authorized and directed to purchase the securities for the Escrow Account and to transfer them to the Escrow Agent as provided in the Escrow Agreement. PASSED AND ADOPTED BY THC ECONOMIC DEVELOPMENT AUTNORITY OF THE CITY OF ROCHESTER, MINNESOTA, THIS 16th DAY OF MARCH , 2015. >r� PRESI ENT ATTEST: Armor. 5 �zv.�r-�- CITY CLERK APPROVED THIS 17th DAY OF MARCH 2O15. aQ�ry ESTER•:M /,YY OR i MAYOR MAYOR OF SAID CITY (The remainder of this page is intentionally left blank.) 4540480 JSB RC110-44 3 • The motion for the adoption of the foregoing resolution was duly seconded by Member Hickey, and • upon vote being taken thereon, the following voted in favor thereof: GI! and the following voted against: whereupon said resolution was declared duly passed and adopted. 4540480 JSB RC110-44