04-294Council File # � - 24
Green Sheet # � �����
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Presented By
Referred To
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13
Committee: Date
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAINT PAUL,
MINNESOTA AUTHORIZING TI�E EXECUTION OF AN AGREEMENT
BETWEEN THE UNIVERSITY OF MINNESOTA AND THE CITY OF SAINT
PAi3L FOR THE DEVELOPMENT OF TECI3I�OLOGY RESEARCH AND
DEVELOPMENT FACILITIES AND MINNESOTA BIOSCIENCES PROGRAM
SUBZONE DESIGNATION
9 WHEREAS, the University of Minnesota (hereinafter refened to as "University") is the
10 preeminent teaching and research institution of higher learning in the State of Minnesota and is
11 committed to advancing knowledge through scientific research, including reseazch relating to
12 biomedical and bioscience technology (hereinafter collectively referred to as "bioscience
13 research" or "bioscience technology")in Minnesota;and
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WHEREAS, the City of Saint Paul, Minnesota (hereinafter referred to as the "City")
recognizes the benefits of scientific research, including bioscience research, and, acting through
its Department of Planning and Economic Development ("PED") together with the Housing and
Redevelopment Authority for the City of Saint Paul, Minnesota ("HRA") and the Saint Paul Port
Authority ("Port") has shown a commitment to the development of facilities for technology
research and development in Saint Paul; and
WIIEREAS, both the University and the City recognize the need to work together to
promote research and development in Minnesota to the extent feasible in order to achieve the
benefits that can be derived from hauing a coordinated program capable of transferring the results
of University reseazch activities (including bioscience research) to private enterprises that will
turn appropriate University's research efforts into useful products and services; and
WHEREAS, the University and the City recognize that the Minnesota Biotechnology and
Health Science Zone Program (the "Bioscience Zone Program") creates an important and unique
opportunity to foster research and development of bioscience technology in areas designated as
part of the Bioscience Zone Program; and
WHEREAS, Minnesota Statutes, Section 471.59 provides that two or more
governmental units, by agreement entered into through action of their governing bodies, may
jointly or cooperatively exercise any power common to the contracting parties or any similaz
powers, including those which are the same except for the territorial limits within which they
may be exercised; and
WHEREAS, in recognition of the foregoing recitals, the City and the University wish to
enter into an agreement whereby they will jointly and cooperatively exercise their respective
powers for the following purposes:
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3 (i) provide a joint statement of cooperation, affiliation and participation in support of
4 technology reseazch and development activities in Saint Paul (including bioscience
5 research and development); and
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(ii) describe, define and develop a coordinated program between the University and the
City to enable the transfer of the University's technology research efforts (including
bioscience efforts) to private enterprises that will fiuther develop the reseazch into useful
products and services;and
(iii) jointly participate in the application to the State for the designation of an area or
azeas in Saint Paul as a Subzone under the Bioscience Zone Pro�am; and
(iv) set forth the general undertakings, tasks and resources that the University and the City
will provide under this Agreement; and
(v) provide a framework that will advance and support the development of technology
research and development facilities in Saint Paul.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SAINT PAUL, MINNESOTA THAT:
1. The City hereby approves the Agreement Between The University Of Minnesota
And The City Of Saint Paul For The Development Of Technology Research And Development
FaciliUes And Minnesota Bioscience Program Subzone Designation (hereinafter referred to as
the "AgreemenY') in substantially the form attached hereto as Exhibit A.
29 2. The appropriate officers of the City are hereby authorized and directed to execute
30 the Agreement, in substanrially the form attached hereto as Exhibit A and with such additional
31 details, modifications, and related agreements as may be necessary and appropriate to implement
32 this resolution. Appropriate City staff, including the Director of PED and the City Attorney are
33 hereby authorized to approve said changes and related instruments on behalf of the City upon
34 determination by them that such changes and related instruments aze consistent with this
35 resolution and necessary or desirable to effectuate the purposes hereof.
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AGREEMENT
BETWEEN TFIE
UNIVERSITY OF VIINNESOTA
AND THE
CITY OF SAINT PAUL
FOR THE DEVELOPMENT OF
TECHNOLOGY RESEARCH AND DEVELOPMENT FACILITIES
I_f`►�7
NLiNNESOTA BIOSCIENCE PROGRAM SUBZONE DESIGNATION
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THI5 AGREEMENT, is made this day of , 2004, by and between the
REGENTS OF THE LTNIVERSITY OF NIINNESOTA, a Minnesota constitutional body
corparate (the " University") and the CIT'Y OF SAINT PAUL, a Minnesota municipal
cotporation (the "Cit�').
WHEREAS, the University is the preeminent teaching and research institution of higher
leaming in Minnesota and is committed to advancing lrnowledge through scientific research,
including research relating to biomedical and bioscience technology (collectively, "bioscience
research" or "bioscience technolog}�'), in Minnesota; and
WHEREAS, the City recognizes the benefits of scientific research, including bioscience
research, and, acting through its Deparhnent of Planning and Economic Development ("PED"),
is committed to the development of facilities for technology research and development in Saint
Paul; and
WHEREAS, both the University and the City recognize the need to work together to
promote research and development in Minnesota to the extent feasible in order to aclueve the
benefits that can be derived from having a coordinated program capable of transfemng the
results of University research activities (including bioscience research) to private enterprises
that will turn appropriate University's research efforts into useful products and services; and
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WFIEREAS, the University and the City recognize that the Mimiesota Biotechnology
and Health Science Zone Program (the `Bioscience Zone Program'� creates an important and
unique opportunity to foster research and development of bioscience technology in areas
designated as part of the Bioscience Zone Program; and
WI�EREAS, the undersigned is duly authorized to execute this agreement on behalf of
Regents of the University; and
WHEREAS, the Council and the Mayor of the City by an action dated , 2004
have authorized the City, through PED, to enter into this Agreement.
NOW, THEREFORE, the University and the City agree as follows:
1. STATEMENT AND PURPOSE. The University and the City recognize the public
value of further developing the fnxits of the University's scientific reseaarch into useful products
and services, including bioscience products and services. This further development should
include providing off-campus high-end technology research and development facilities to spawn
and support the private enterprises that will undertake the transfer of the University's research
efforts into useful products and services. With regard to bioscience technology, this fiu�ther
development will be greatly enhanced through participation by both parties in obtaining the
benefits conferred by the Bioscience Zone Program. The University and the City agree to wark
together to promote, advance and develop technology research and development industries in
Saint Paul and Minnesota, including the bioscience technology industry. The purpose of this
Agreement is to (i) provide a joint statement of cooperation, affiliation and participation in
support of technology research and development activities in Saint Paul (including bioscience
reseazch and development); (ii) describe, define and develop a coordinated program between the
University and the City to enable the transfer of the University's technology research efforts
(including bioscience efforts) to private enterprises that will further develop the reseazch into
usefixl products and services; (iii) jointly participate in the application to the State for the
designation of an area or areas in Saint Paul as a Subzone under the Bioscience Zone Program;
(iv) set forth the general undertakings, tasks and resources that the University and the City wili
provide under this Agreement; and (v) provide a framework that will advance and support the
development of technology research and development facilities in Saint Paul.
2. GUIDING PRINCIPLES. The University and the City agree to abide by the following
guiding principles in their respecrive participation and performance of this Agreement:
a. The development of reseazch and development facilities under the Bioscience
Zone Program should recognize the "niche markeY' opportunities in specific areas
within the medical and bioscience technology indushy and focus on those areas
that are most feasible for development in the Twin Cities and Saint Paul.
b. Three areas of primary focus under the Bioscience Zone Program should be in (i)
therapies that complement the medical device and diagnosfics industry and other
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health technologies; (ii) biomaterials and bioenergy; and (iii) both animal and
plant agricultural technology. The University may identify additional areas of
focus, including areas of particular University strengths, emerging areas, and
azeas related to the University's developing collaboration with the Mayo Clinic.
c. The development of reseazch and development facilities should be compatible
with the University's mission and programs (including programs in bioscience
research), and it should complement, and not detract from, the University's
scientific and technology programs and affiliations.
d. The development of reseazch and development facilities should be comparible
with the City's development processes and goals.
e. The development of research and development facilities should create a
synergistic relationship between the University, the City, the State, other
government entities and private entexprises that fosters technology research and
development (inciuding bioscaence research and development).
f. The development of research and development faciliries should provide
meaningful opportunities for University undergraduate and graduate students to
work and learn in a`Yeal life" environment.
g. The development of research and development facilities should provide
opportunities for University faculty to establish start-up companies or collaborate
with start-up or established companies to further their research and capture the
benefits resulting from the commercialization of their work.
h. The research and development facilities should be of high-end construction,
architecturally compatible with and scaled to the buildings at the University and
the surrounding community, have an environmentally sensitive design, be ahle to
attract private businesses and be suitable far research and development activi6es.
i. The location of reseazch and development facilities should be off-campus and
adjacent to, or in close proximity to, the University and to the world class
researchers and high-end research equipment and facilifies located at the
University, or in other areas deemed appropriate by the University.
j. While it is expected that the natural advantages of proximity and established
relationships with leading University research teams will lead many established
businesses and start-ups to locate facilities in the Bioscience Subzone or other
research and development faciliries supported under this Agreement, it is
understood that there is no exclusivity or University-mandated preference for
commercializarion of the outcomes of University research in these areas.
k. The types of businesses locaring in the research and development facilities should
be doing research and development work in the areas of inedical devices and
diag�ostacs, biotechnology, the convergence between medical and biotechnology,
life sciences, agricultural technology, computer sciences and other digital
technologies (including bioinforxnatics), nanotechnology, the convergence
between nanotechnology and life sciences, chemical engineering, the material
sciences (including building materials and polymers), other health sciences,
technology, engineering and other areas of University strength.
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3. THE COORDINATED PROGRAM. The University and PED will work together
to develop a coordinated program to foster the efficient and orderly transfer of
technology reseazch acfivities at the University (including medical and bioscience
research acrivities) to private enterprises located at the research and development
facilities that will fiirther develop the research into useful products and services (the
"Coordinated Program"). The Coordinated Program will follow the Guiding Principles
and will include the foilowing elements:
a. a process to identify those azeas of scientific research (including bioscience
research) that are ready for development into products and services;
b. a process to identify and contact private enterprises that would be comparible with the
University's reseazch program;
c. a process to develop the location and physical, architectural and community
requirements for the development of specific research and development facilities;
d. a process to attract and select developers to invest in and develop the research and
development facilities; and
e. a process to educate developers about the world class research programs developed
by the University and its faculty, and for the University, the City and developers to
nse those programs to help attract private enterprises to become tenants in the
research and development faciliries, or to locate their own facilities within the
Biozone Subzone or within other areas covered by this Agreement..
4. SUBZONE DESIGNATION. PED will make application to the Bioscience Zone
Progam to haue a Saint Paul Subzone Area designated as a Subzone under the
Bioscience Zone Program. The University will be named a participant in the City's
Bioscience Zone Program application.
5. UNIVERSITY'S TASKS AND RESOURCES. The University will undertake the
following tasks and provide the following resources in support of this Agreement:
a. in the University's sole discretion, permit the use of the University's name and
logo in connection with the development of reseazch and development facilities
and in connection with the Bioscience Zone Program Subzone designafion, where
appropriate and consistent with this Agreement;
b. identify the existing and emerging azeas of bioscience research and other azeas of
technology and research at the University that appear to be ripe for transfer to
private enterprises for fitrther research and development;
c. continue to work with the University's talented faculty to facilitate
commercialization of research outcomes, and inforxn faculty of the Coordinated
Program and of the opportunities for commercialization within the Biozone
Subzone;
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d. act as a magnet, bridge and facilitator for the integration of the University's, the
City's and private enterprise's activiries;
e. hold science and technology forums and conferences (targeted toward companies
and University scienrists) which identify opportunities for technology
development of University discoveries and emphasize the advaniages of locating
reseazch and development facilities close to the University;
f. for specific businesses, provide case studies that demonstrate the range and depth
of the University's research work which is specifically relevant to the business'
interests and that identify high end research facilities and equipment already in
place at the University and a�ailabie for the business' use at agreed upon fees for
service;
g. commit to pursue appropriate opportunities for collaborative research with
businesses that locate in the research and development facilities, and inform
University faculty of businesses which are interested in such collaborative
research;
h. in the University's sole discretion, consider businesses that locate in the research
and development facilities for licensing of University intellectual property;
i. in the University's sole discretion, consider making University land availabie for
development of the research and development facilities on such terms as the
University's officials responsible for real estate transactions determine aze
appropriate;
j. in the University's sole discretion, provide University funds for unique reseazch
infrastructure located at the research and development facilities to the extent that
such infrastructure is auailable for use by University faculty and students and
advances the University's mission, and assist in fundraising for such research
infi capital equipment where the facilities and equipment will be
available for use by University faculty and students;;
k. assist the City in identifying and evaluating developers that aze experienced in
science and technology and/or have a demonstrated ability to understand the
University's science and technology research capacities and to communicate
those capacities to potential tenants; and
1. establish an advisory board/committee made up of University, City, State, other
government entities, businesses, nonprofit organizations, community leaders and
other representatives who haue expertise in medical and bioscience technology ar
a stake in the development of the research and development facilities. The
President of the University and the Mayor of the City will jointly appoint
members to the advisory board/committee, and the Governor and chief executive
officers or governing boards of other participating governmental units will be
invited to make appoinhnents. The advisory board/committee will help with the
strategic plamiing process and the development of reports to the Regents, the City
Council, other governrnental units, and the State.
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7. THE CITY'S TASKS AND RESOURCES. The City, through PED, will
undertake the following tasks and provide the following resources in support of this
Agreement, including the development of the medical and bioscience technology industry in
Saant Paul and Minnesota:
a. provide leadership and expertise for the development of the research and
technology facilities;
b. idenrify the Saint Paul Subzone Area;
c. be the lead agency in applying for the Saint Paul Subzone Area as a designated
Subzone under the Bioscience Zone Program;
d. idenfify specific buildings, lots and areas within the Saint Paul Subzone Area that
are ready for the development of research and technology facilities in accordance
with the Coordinated Progratn and this Agreement;
e. seek and solicit developers for development of the research and technology
facilities that are experienced in the areas of science and technology or which
have a demonstrated ability to understand the University's science and technology
capacities and to communicate those capacities to potential tenants
f. assist in communicating the University's research program to private enterprises
and developers to foster the development of the reseazch and development
facilities and research and development tenancies;
g. provide City development assistance (eminent domain, loans, taa� increment
financing assistance, etc.) when and where appropriate in the City's sole
discretion; and
h. undertake market studies in the City's sole discretion.
8. TERM OF AGREEMENT AND TERMINATION. This Agreement will be in
effect for a term commencing upon its enactment, and ending on December 31, 2008. Tlus
Agreement may be terminated by either party for any reason by giving the other party 90 days
prior written notice of ternunation. Upon the termination of this Agreement as provided herein,
this Agreement, as of the effective ternunation date, will be come nuli and void, and neither
party shall be obligated to the other party for any claims or obligarions related hereto.
9. NOTICES. Communications and details concerning this Agreement will be directed to
the following representatives:
PED: Director
City of Saint Paul
Department of Plaiuiing and Economic Development
University:
University of Minnesota
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10. MERGER MODIF'ICATION AND AMENDMENT. It is understood and agreed
that the entire agreement between the parties hereto is contained herein and that this Agreement
supercedes all oral agreements and negoriafions beriveen the parties hereto relating to the subject
matter hereof. All items referred to in this Agreement are incorporated herein or attached and
deemed to be a part of ttus Agreement. Any alterarions, modifications, waivers or amendments
of provisions of this Agreement will only be valid when made as an amendment in writing to this
Agreement and signed by both the parties hereto.
11. NO THIRD PARTY BENEF'ICIARIES. This Agreement shall benefit and burden the
University and the City in accordance with its terms and conditions, and is not intended, and
shall not be deemed or construed to confer any rights, powers, benefits or privileges on any
person, corporation or other entity, legal or otherwise, other than the University and the City.
12. APPLICABLE LAWS. The University and the City each agree to comply with all
applicable federal, state and local laws, ordinances and regulations in their performance of their
obligations and activities undertaken pursuant to this Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WFIEREOF, the parties hereto haue executed this Agreement as of the date first
written above.
TFIE REGENTS OF THE UNIVER5IT`Y OF NIINNESOTA
Its
SAINT PAUL DEPARTMENT OF
PLANNING AND ECONOMIC DEVELOPMENT
Approved as to Form:
Assistant City Attorney
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� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
DepartmeMloffice/council: Date InRiatetl:
Mo -�aY�S�� 10.MAR-04 Green Sheet NO: 3013239
CoMad Person 8 Phone: ���^eM SeM To Person Initial/Date
Howard Orenstein � 0 a P Office
266-8530 p�jgn 1 a or's�ce De artne�tDirector
Must Be on Council Agenda by (Date): Number 2 � A rne
For
Routing 3 a or`s Office Ma or/ASSistant
Order 4 ouneil
5 ' Clerk Ci erk
ToWI # of Signature Pages _(Clip All Locations for Signature)
Action Requested:
Approval by City Council of Agreement with the University of Miuuesota.
Recommendations: Approve (A) or Reject (R): Personal Service Contrects Must Answer the Following Questions:
Planning Commission 1. Has this person�rtn ever waked under a contract for this departmenY?
CIB Committee Yes No
Civil Service Commission 2. Has this person/firm ever been a city employee?
Yes No
3. Does this personffirm possess a skill not normally possessed by any
curreM city employee?
Yes No
Ezplain all yes answers on separete sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
The Univexsity of Minnesota has worked closely with the City in developing out biotechnology incubator and in piomoting
development of a science comdor for eoonomic development. The University wishes to formalize this relationship through the
attached agreement.
AdvanWges If Approved:
Consolidates relationslup with University of Minnesota and facilitates our joint plavning efforts. Does not obligate City to expend any
dollazs or to take specific policy steps.
DisadvantageslfApproved:
None
Disadvantages If Not Approved:
Makes it more difficult to engage in planuing with University.
Total AmouM of CosURevenue Budgeted:
7rensaction: - .,q�
u t �+>ca�rr (`,e�.
Funding Source: Activiri Number: �'��� � ` "" ' "
Financial Information: � � � A
(Explain) 1"iF391 9. o �U�'t