05-100Council File # � J � 1 v�
Resolution #
Presented By
Referred To
Green Sheet # 3024937
RESOLUTION
ClTY OF SAINT PAUL, MINNESOTA 3�
Committee: Date
1 WHEREAS, in 2003, the State of Minnesota Legislature enacted Minnesota Statutes
2 Sections 469330 et. seq. providing for the creation of biotechnology and health
3 sciences industry zones throughout the State of Minnesota (hereinafter referred to as the
4 "State"); and
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WHEREAS, pursuant to Minnesota Statutes Sections 469331 (a) and 469333, the City
Council of the City of Saint Paul, Minnesota (hereinafter referred to as the "City"}, on October
15, 2003, by and tku�ough C.F. 03-934, adopted a Development Plan (hereinafter referred to as the
"Plan") and applied for designation of a biotechnology and health sciences industry zone in the
City; and
WHEREAS, the Plan contains among other things, a description of the taa credits and
exemptions under Minnesota Statutes Section 469.336 that could be made available to a qualified
business located within a biotechnology and health sciences industry zone (hereinafter refened to
as tlie "Tax Exemption(Credit Program"); and
WHEREAS, on January l, 2004, the State through its Commissioner of Depariment of
Employment and Economic Development (hereinafter referred to as the "Commissioner"),
designated a biotechnology and health sciences industry zone in the City (hereinafter referred to
as the "Zone"); and
WHEI2EAS, Prism Reseazch, LLC (hereinafrer referred to as "Company"), is a
biotechnology and health sciences company that is engaged in providing clinical trial services to
phannaceutical and device companies; and
WIIEREAS, the Company is a lessee of a portion of the property located at 1000
Westgate Drive in the City of Saint Paul (hereinafter referred to as the "Project Property"), which
Project Property is located within the Zone; and
WHEREAS, the Company is a"qualified business" as that term is defined under
Minnesota Statutes Section 469330, Subd. ll; and
WHEREAS, the Company is applying to the Commissioner for a tax credit certificate
pursuant to Minnesota Statutes Section 469335 seeking to claim tax credits and exemptions
from eligible taxes as outlined in Minnesota Statutes Sections 469.336 though 469.339 inclusive;
and
WHEREAS, the City supports the Company's above-described request for a tax credit
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1 certificate provided the Company satisfies the conditions and obligations contained m a
2 Development Agreement and Business Subsidy Agreement to be made by and between the City
3 and Company; which approval of said agreements is sought by this Resolution; and
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5 WHEREAS, the State requires the City and the Company to enter into a Development
6 Agreement and Business Subsidy Aa eement both as a condition to the Company's participation
7 in the TaY Exemption/Credit Program and for the purpose of setting forth the respective
8 responsibilities of the City and Company in carrying out to a successful conclusion the Tax
9 Exemption/Credit Program in accordance with all federal, state and local laws; and
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11 WI3EREAS, a public hearing having been had upon the above-referenced Business
12 Subsidy Agreement in accordance with State law and upon due notice, and the City Council
13 having heazd a11 persons, objections and recommendations relative thereto, and having fully
14 considered the same;
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NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Saint Paul,
Minnesota hereby:
1. Approves the execution of a Development Agreement and a Business Subsidy
Agreement with the Company in substantially the forms respectively submitted, and that ihe
required City officials are hereby authorized and directed to execute the Agreement on behalf of
the City. The Director of the Deparhnent of Planning and Economic Development is hereby
further designated and authorized to negotiate and agree to any amendments; deletions or
revisions to the above-referenced agreements prior to their respective execution which do not
substantially change the rights or obligations of the City, subject to the following conditions: a)
such amendments, deletions or revisions do not materially adversely affect the interests of the
City; b) such amendments, deletions or revisions do not contravene or eiolate any policy of the
City; and c) such amendments are acceptable in form and substance to the Saint Paul City
Attorney.
Benanav
Harris
Lan
Adopted by Council: Date
I
Adoption Certified by Council
BY:
Appraved by
Hy:
Aequested by Department of:
Plannin & Economic Develo ment
$y � ��
Approved by
By:
Form Approve
�y
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� Green' Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
Departmentloifice7council: Date Imtiated: .
pE —P�g&�oaom�cneveioP�eox ,��- Green Sheet NO: 3024937
Corrtact Person & Phone• ���e� SeM To Person I'tia
Martin Schiedcel � 0 la nin & c n m c vel N f
6-6580 p��� 1 Isnoio &Ewuom'cDevelo De ent i ector �
Must Be on Council Agenda by (Date): Number 2 � A �_
02-FEB-05 _ d p� Por
Routing 3 inaucialServic.c.es
OrdBf 4 or's
5 oancil
Totai # of SignaWre Pages �(Ciip All IAwtions for SignaWre)
AcSon Requested:
Approve far submission to City Council a resolution approving the execution of a Development Ageement and Business Subsidy
Agreement with Prism Reseazch. The resolution needs to be on the February 2, 2005 City Council agenda for a scheduled public
hearing on the Business Subsidy Agreement.
Recommendations: Approve (A) or Rejed (R): Personal Service Contracts Must Answer the PollowinQ Questions:
Planning Commission t. Has this person/Flrtn ever worked under a contract for this departmenY?
CIB Committee Yes No
Civil Service Commission 2. Has this personffirtn ever been a city employee?
Yes No .
3. Does this person/firtn possess a skill not nartna4ry possessed 6y any
currenf city empbyee?
Yes No
Erzp{ain afi yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
TFIE CITI' COITNCII„ through C.F.03-934, adopted a Devalopment Plan designating a biotechnology and health sciences industty wne
in St. Paul. The Plan allows for tax credits and exempfions to be offered to qualified businesses under Minnesota Statutes Secfion
469336. Prism Research is a qualified business seeking ta�c credits and exemprions under this program. City Council action, including a
publie hearing, is required to approve the necessary Development Agreement and Bnsiness Subsidy Agreemen�
AdvanWnes If Auproved:
Will be able to access a state funding source to facIlitate the creation of a new biotechnology business in St. Paul.
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DisadvanWpes If Approved:
None. ��(� � � *����
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Disadvantages If Not Approved: �
WIll reduce the opporhxnities for the successful start-up of a new biotechnology business in St. Paul.
Total Amourrt of CosURevenue Budgeted: N
Trensaction: � CrE �� CD
Rundinn Source: �j/q Activity Number: pJ/q �1�E G
Financial Infortnatfon: State tax cledits and exemptions. �Q� 2i "� 2���
(Explain) �
MAYOR'S OFFICE
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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT made and entered into this _ day of
2004, by and between the CITY OF SAINT PAUL, a municipal corporation (hereinafter
referred to as "City"} and PRISM RESEARCH, LLC. , a biotechnology and health sciences
company (hereinafter refened to as "Company"),
WITNESSETH:
WIIEREAS, in 2003, the State of Minnesota Legislarixre enacted Minnesota Statutes
Sections 469330 et. seq. providing for the creation of biotechnology and health
sciences industry zones throughout the State of Minnesota (hereinafter refened to as the
"State'�; and
WHEREAS, pursuant to Minnesota Statutes Sections 464.331 {a) and 469333, the City
of Saint Paul City Council on October 15, 2003, by and through C.F. 03-934, adopted a
Development Pian (hereinafter referred to as the "Plan") and applied for designation of a
biotechnology and health sciences industry zone in the Cily; and
WHEREAS, the Plan contains among other things, a description of the tax credits and
exemptions under Minnesota Statutes Section 469.336 that could be made available to a
qualified business located within a biotechnology and health sciences industry zone
(hereinafter referred to as the "Tax Exemption/Credit Program"); and
WHEREAS, on January 1, 2004, the State through its Commissioner of Department of
Employment and Economic Development (hereinafter refened to as the
"Commissioner"), designated a biotechnology and health sciences industry zone in the
City (hereinafter refened to as the "Zone"); and
WHEREAS, the Company is a lessee of property located at 1000 Westgate Drive, Saint
Paul, MN 55114, with properiy taY identification number of 29-29-23-23-0040 cottsisting
of 11.18 acres (hexeinafter referred to as the "Project Properiy"), which is located within
the Zone, as described in the Saint Paui Application; and
WHEREAS, the Company is engaged in providing clinical trial services to
pharmaceutical and device companies; and
WHEREAS, the Company is a"qualified business" as that term is defined under
Minnesota Statutes 5ection 469330, Subd. 1](hereinafter refened to as a"Qualified
Business'); and
WHEREAS, the Company, through this Development Agreement and attached $usiness
Subsidy Agreement is applying to the Commissioner for a tax credit certificate
pursuant to Minnesota Statutes Section 469.335 seeking to claim tax credits and
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exempfions eligible taYes as outlined in Minnesota Statutes Sections 469336 though
469339 inclusive; and
WI�EREAS, the City supports the Company's above-described request for a t� credit
certificate provided the Company satisfies the conditions and obiigations contained
herein; and
WI3EREAS, the City and the Company desire to enter into this Aevelopment
Agreement for the purpose of setting forth their respective responsibilities in carrying out
to a successful conclusion the T� ExemptionlCredit Program in accordance with a11
Federal, State and Local laws.
NOW, THEREFORE, in recognition and consideration of the foregoing recitals and other good
and valuable consideration, the Company and the City hereto agree as follows:
I. TERMS OF COMPANY'S ELIGIBILITY TO RECEIVE TAX CREDITS AND/0R
EXEMPTIONS
By the terms and conditions of this Development Agreement, and the corresponding Business
Subsidy Agreement of the same date (hereinafter refened to as the `BSA", a copy of which is
attached hereto and marked as Attachment A, the terms of which are incorporated herein by
reference), the City agrees to support the Company's application to the Commissioner pursuant
to Minnesota Statute Section 469335, to claim tas credits andlor exemptions in the aggregate
amount of $120,800 (hereinafter refezred to as the "Tax Credits"), subject to the Company's
satisfaction of the below-described terms and conditions (hereinafter refened to herein as the
"Conditions"). If no previous Event of Default has occurred, or is occurring, as defined in
Section VII herein, the City shall further support the Company's eligibility for Tax Credits for
two (2) years upon satisfaction of all of'the following conditions:
(a) The Company remains a Qualified Business and rethains located within the Zone for a
minimum period of three (3) years following the effective date of this Development
Agreement;
(b) The Company does not violate any of the requirements and obligations imposed upon
a Qualified Business pursuant to Minnesota Statutes, Sections �69.330 through 469.341
inclusive;
(c) The Company does not violate or breach any term, condition or obligation contained
in this Development Agreement and BSA;
This Development Agreement shall take effect immediately upon the complete and proper
execution of this Development Agreement and BSA, and the Company's obligations thereunder,
sha11 expire, if not forgiven, escused or waived in accordance with the terms herein, upon
Company's fu11 and complete compliance with this Development Agreement and the BSA,
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unless earlier terminated by the City or the Company in accordance herewith, or if Company is in
default of this Development Agreement or the BSA.
II. ELIGIBILITY FOR TAX CREDITS: COMPANY COVENANT
Company covenants that it is eligible for the Taac Credits pursuant to Minnesota Statutes, Section
469330 through 469.341, inclusive, and pursuant to any rules and/or guideiines, as may be
amended from fime to tune, promulgated by the State, wtuch are incorporated herein by
reference. Company specifically covenants and agrees that any misrepresentation by Company as
part of its above-described application to the Commissioner, or any non-compliance with State
law, rules and guidelines or this Development Agreement and BSA constitutes an event of
default of this Development Agreement.
III. USE OR TAX CREDTTS
The T� Credits being provided to Company herein sha11 be used as authorized by Minnesota
Statutes, Section 464.330 through 469.341, inclusive, this Development Agreement, and tbe
attached BSA. To the extent there is a conflict between the use of the Tax Credits as described in
this Development A� and the use of the Tax Credits provided in Mimlesota Statutes,
Section 469.330 through 469.341, inclusive, then the provisions of Minnesota Statutes, Section
4b9330 through 469.3a1, inclusive, shall control.
IV. FEDERAL, STATE AND LOCAL LAWS
At all times, the Company has the sole and non-delegable responsibility to obey all applicable
Federal, State and local laws, rules and regulations including but not limited to the following:
A. Non-Aiscrimination: The Company shali be deemed a contractor for the
application of all provisions, ordinances, and other laws against discrimination.
Company agrees to comply with the provisions of Section l83 of the Saint Paul
Legislative Code, as may be amended from time to time, and Minnesota Statutes,
Section 363, as may be amended from time to time, pertaining to discrimination
and affirmative action during the term of this Development Agxeement. (See
Attachment B— Affirmative Action Requirements.)
B. Historic Preservation: Company sha11 comply with all requirements imposed b}�
Federal, State and local law respecting historic preservation.
C. Consfitufional Prohibition: In accordance with general federal and state
constitutional principles regarding separation of matters involving religion and
government, Company aclrnawledges and agrees that the Tax Credits wi11 not be
used to advocate for or promote or advance xeligious activities.
D. Prevailing Wages under Pubiic Contracts: Saint Paul Administrative Code
Sec. 82.07 requires that ail contracts in the amount of $10,000 or more involvine
new construction or rehabilitation work shall be made upon the basis that wages
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paid to the workers employed by a11 contractors(su6contractors should not be less
than the wages and fringe benefits paid to comparable positions in the classified
Civil Service system.
V. COMPANY'S REPRESENTATIONS AND WARRANTIES
Company represents and warrants that:
A. Company is a Limited Liability Company duly organized under the laws of the
State of Minnesota, is duly authorized to operate in the SCate of Miimesota, has flie
power to enter into and execute this Development Agreement and BSA
(hereinaftet collecrively refened to as the "Contract Documents") and by
appropriate corporate action has authorized the execution and delivery of the
Contract Documents. A copy of the Company's organizational documents has
been provided to the City.
B. The Contract Documents will not result in any breach of or constihite a defauit
undex any other mortgage, lease, loan, grant or credit agreement, eorporate cllarter,
by-law ot oiher instrusnent to which Company is a paiTy ox by wliich it may be
bound or affected.
C. The Contract Documents will consfihrte legal and bindiug obligations euforceable
against fhe Gompany as its interest appears.
D. Company has all necessary licenses and permits requirecl for operation of t1�e
Project, except those which cannot be obtained imtil completion of the Projece.
E. Campany shall permit the City, upon reasonable notice, to examine ail books,
records, contracts, plans, permits, bills and statemeists of account perta3ning To the
Project and to make copies as the City may require.
F. Company warrants that no conflict of interest exists as evidenced by signed
Conflict of Interest Statement disclosure document attested to by the director and
president of the board. (See Attachment C— Conflict of Interest Statement.)
G. Company wazrants and agrees that ai1 of its obligatiQns and responsibitities set
forth in the Contract Documents sha11 be limited to the Compauy's operations
within the Zone.
VL DEFAULT
Any one or more of the following shall constitute an Event of Default under tbis Development
Agreement:
A. The Company shall eiolate or fail to yezform an� term, condition, covenaut or
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obligation described herein and/or incorporated herein by reference, includino, btrt
not limited to the BSA and Attachment A hereto, made by and between the City
and Company.
B. Any representation or warrvrty made by Company herein or anv docuinem o�
certificate furnished to the City shall prove at any time ta be incorrect ar
misleading as of the date made.
C. The Company engages in any illegal activities.
D. The Company becomes, a company, or other entity on the City's debarmeut and/or
adverse lending list, or maintaiiis unresolved compliance issues with tlie City.
E. The Company fails to areate jobs in accordance with tlie BSA attached to ilt�s
Development Agreement.
F. The Company ceases to be a Qualified Business located within the Gone, without.
the written consent of the City.
G. The Company shall violate or fail to perform any term, condition, covenant or
obligation described in any agreement related to the Tax Credits made by and
betweeti the Company and the State.
VIL REMEDIES
Whenever any Bvent of Default sha11 have happened and be subsisting, any one or rnore nf t i�e
following remedial steps may to the extent permitted by law Ue ta3<en:
A. The City may notify the State of the Company's Event of Default thereby
Triggering the Company's repayment obligations set forth under Mimlesotl
Stariztes, Section 469340;
B. The City may take �vhatever action at law ox in equity may appear necessary or
appropriate to enforce performance and observance of atiy obligation, abxeement
covenant, representarion or warranry o£t1�e Company auder this Developme�it
Agreement, or any related instrument; or to otherwise coinpensate the Ciry f��r an��
damages on account of such Event of Default, includii�g City's inc��z:enre. �f
reasonable attorney's fees and costs;
C. No remedy confened upon or reserved to the City is intended to be exciusive of
any other available remedy or remedies, but each and every such re�nedy shal) be
cumulative aud shall be in addition to every other remedy given under tlus
Development Agreement or now or hereafter existing at law ar in equity or by
statute. No delay or omissio� to exetcise any ri�ht or poctrex accruing upon ai�v
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Event of Default shall impair any such riaht or po�uer, nor shail be construed to be
a waiver thereof, but anp such right and pocver mav be exercised fi�ocn hme to rime
and as often as may be deemed expedient. In arder to entitle ihe City to exercise
any remedy reserved to it in this Article, it shall uot be necessary to give any
notice, other than such notice as may be herein expressly required or be required
by law.
VIII. INDEMNITY, HOLD HARMI,ESS
The Company shall indemnify, save hannless, protect and defend the City, its ofYicers,
employees ox agents, from all suits, actions ar claims of any character, wUether such suits or
actions arise out of the acts or omissions of Company, its ageclts or employees, or tl�e City its
officers, employees or agent, on account of Company andlor the City carryin� out the terms of
this Development Agreement.
IX. MISCELLANEOUS
A. The Company shall bear allloss, expense (includiug attorney's fees) and damagc
in connection with, and agree to indemnify, defend, and hold 7�armtess 8ie City of
Saint Paul, its agents, servants and employees fro�n all claims demuids and
judgments made or recovered against the City oC Saint Paul, its agents, seivants
and employees, because of bodily injuries, including death at any time resialti.�g
therefrom, andlor because of damages to pioperty ofthe City oc others (inclndii�g
loss of use) from any cause whatsoever, whether or not due to any act of on�ission
or commission, including negligence ofthe Company, or a�ry contrlctor emploved
by the Company or its or thei� empioyees, setvuzts or a�ents. The Compan}�'s
liability hereunder sha11 not be limited to the extent of insnrance carrieca bt� or
provided by the Company or subject to any exclusions from coverage in anp
insurance policy. The obligafions ofthe Company uuder this Section sbati survive
the natural expiration ar termination of this Development Agreement.
B. For the purpose of this Development Agreement, Company shall be deemeci an
independent contractor and not an employee or agent of the City. Anv and al I
employees or agents of flie Company shall noY be considered employees or agen ts
ofthe City.
X. INSURANCE
The Company agrees that in order to protect itself and the City under the i�detrwity pro��ision in
Section VIII above, it will obtain and keep in force, at its expense, dwvig the terni o f tt�is
Agreement, the following insurance coverages:
A. commercial generaI liability insurance of not less than $ i per occurrence a�td
shall not exclude explosion, collapse, and underground property da�naoe, and not
contain an "aggregate" policy limit unless specifically approved in writing by tl�e City.
The general liability covesage sbali contain an endorsement nanvn; the City of Sainc
Paul as Additional Named Insured as to acts committed by Yhe Company 1or ��hich tl�.c
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City could be held responsible. Company in addition warrants compliance with the
following property insurance requirements, as applicable:
Verifiable Insurance; Norice of CancellaYion: The Company sha11 £urnish Certificates ef
Insurance evidencing compliance with this Section, whicli certificates shalt becon�e par of ti�is
Agreement. Each insurance policy sball contain a provision requirina thirty (30} da� s nocice of
cancellation or change of the policy. All Certificates of Insurance referenced in this
Development Agreement shall contain a statement that "each covera�e afforded to �he (City of
Saint PaullHousing and Redevelopment Authority ofthe City of Saint Paul, as applicabte) as an
additional insured under this policy expressly includes the duty ta defend and tl�e duty to
indemnify." The City shall not be obligated to honor payment requests at any time u hen t]ie
coverages required by this Development Agreeiuent are not in force.
XI. RECORDS AND REPORTS
The Company shall siibmit to the City's Departznent of Plaimiug and Fconomic Developmei�t's
Bioscience Zone Program Caordinator (hereinaftez refened to as the "7one Coordin�tor''; ot�� aii
annual basis a full account of the status of the activities undertaken as part of this i�evelopmcn�
Agreement. The following records shall be maintained by the Compuiy, copies of which s�1T1 I be
submitted to the City, at the discrerion of the Zone Coordinator, in such form as the Zor.e
Coordinator may prescribe.
A. All documents required to be provided to the State may, at the request of tl�e 7.onc
GoQrdinatar, also be provided to the City, iucluding hut not limited to receipts �^�.ci
invoices relating to the Company's receipt ofthe Tax Credits.
B. Accounting records related to the Company's receipt of thc "i as Crcdi! s th�,t <ro
supported by source documentation.
C. Records of Liability Insuranee, inciuding proof of insuranee in efl�ect. ancl proof o:�
payment o£ insurance premiums.
D. Records of Company Board or Committee meetings relating to decisions
governing the receipt of the Tax Credits.
E. [Intentionally Omitted]
F. Company wi11 provide the City witil a copy of the Busine�s Sub�idy Reoori a��
described in the Business Subsidy Agreement.
G. Company shall also submit to City annually durino tl�e life of this Development
Agreement finaneiai stateinents prepared in accordance with gei�er�illy accepted
accounting principles_ Fiscal yeaz end statenlents shall be
compiledlreviewedlaudited statements. A11 such statements sha11 inclade, but unt
be limited to, a Iisting of all assets and liabilities of tl�e Compauy income and
expense statements and income tax retums.
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XII. ATTACHMENTS
The following identified attaclunents are incorporated into and made part ot thi� _1`rcezma;:
Attachment A- Business Subsidy Agreement
Attachment B- Affirmative Action Requirements
Attachment C- ConflicY of Interest Statement
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This Development Agreement shall be binding upon Company and Company's successors and
assigns and shall iuure to the banefit of the City and its successors and a�sigus.
XIV. AMENDMENT, GOVERNING LA��'
This Development Agreement shall noC be amended or modi�ed Svi[hout rhe pi �a ����+tter.
approval ofthe Director of the Department of Planning and Economic Developn;e���1 a,id s�gne.a
by all parties hereto. This Development Agxeement shali be consYrueci in �ccordance witi� ti�c
laws of the State of Minnesota.
XV. ENTIRE AGREEMENT
Compatiy agrees that the terms and conditions set Forth in this Development Agreemeut
constitute the entire agreement between ihe parties, and that any cliscussions �vnhen
communications or prior agxeements 6etween them prior to lhe e�ecutio�� o C( h is l�evel o;� �;�c ���.
Agreement aze replaced and superseded by this Developmeu� Avreenie�u.
XVI. NOTICES
All notices required to be made or given under tbis Devetop�nent Agreement shal t be sent to the.
following:
CITY: City of Saint Pau1$iosciences Zone Program
Department of Planning and Economic De��elopment
li OQ City Hall Annex
25 West I'ourth Street
Saint Paul, MN 55 ] 02
and
COMPANY: Chuck Halstenson
Prism Research, LLC
1Q00 Westgate Drive
Saint Paui, MN 55114
XVIL PUBLIC DATA
Company acknowledges and agrees thatflais Development Ae?�eme��t and all i±ilorn�at�on ara
documents requested hereby or referenced herein are sul�ject to �:h�p�er '., � n! :S ^��tinncso:e�
Statutes (Minnesota Government Data Practice Act) as ��ell �s anp other n;»�ticahie I��de� al. �r�ta_
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and locai laws or ordinances, and all applacable rules, regularions, and standards established by
any agency of such governmental units which are now ar hereafter promulgated, and thus this
Development Agreement and all or a portion of such information and documents may be
considered public data thereby.
IN WITNFSS WfIEREOF, the parties have caused this Aa eement to be executed the day and
year first above written.
PRISM RESEARCH, LLC.
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CITY OF SAINT PAUL, MINNESOTA
By:
Its Mayor
By:
Its Human Rights Director
Approved as to form:
:
Its Director, Department of Planning and
Economic Developmeni
,
Assistant C � Attorney
C
Its Director, Office of Financial Services
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BIOTECFINOLOGX AND HEALTH SCIENCE iNDUSTRY ZONE
BUSINESS SUBSIDY AGREEMENT
L PARTIES
This Business Subsidy Agreement is made on , the Approval Date, by
and between the City of Saint Paul, Minnesota, local unit of government with offices at 25 West
Fourth Sueet, 1300 City Hall Annex, Saint Paul, Minnesota, 55101, (Telephane Number: (651)
2b6-b565; (hereinafter "Sub-Zone Administrator") and Prism Research, LLC., a non-retail trade
ar business organized and operating under the laws of the State of Minnesota (hereinafter
"Qualified Business"), with its principal offices at Prism Reseazch, LLC., 1000 Westgate Drive,
Saint Paul, MN 55114. This Agreement shall becorrae effective upon its Approval Date, the date
on which the last person signs the agreement. In order to satisfy the provisions of the
Biotechnology and Health Science Industry Zone statute (M.S. 469.330-469341) and the
Business Subsidy Statute (M.S. 116J.993 - 116J.995), the Sub-Zone Administrator and a
representative of the Qualified Business acknowledge and agree as follows:
II. RECITALS
A. Whereas, the Qualified Business, is the lessee of the Properfy located at 1000
Westgate Drive, Saint Paul, MN 55114, with property tax identification numbet of
29-29-23-23-0040 consisting of 1118 acres (hereinafter refened to as the
"Property»); and
B. VJhereas, the Properiy is generally located within a designated Biotechnology and
Health Science Industry Zone (hereinafter refened to as the `Bioscience Zone")
and more particularly located in a sub-zone within the said Bioscience Zone
(hereinafter referred to as the "Sub-Zone"), all as described in the Saint Paul
Application; and
C. Whereas, the Qualified Business has been approved by the Sub-Zone
Administrator to be a non-retail, non-commercial new trade or business start-up
located within a Bioscience Zone: and
D. [Intentionally Omitted].
E. Whereas, the Bioscience Zone Term shall be effective from the approval date unti]
May 25, 2007; and
F. Whereas, the Qualified Business wi11 annually report requirements as idenUfied in
Section IV C. and Secrion IV H. to the Sub-Zone Administrator by March 1 for
the TaY Benefit Term.
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G. VJhereas, the Qualifted Business aa ees to satisfy the provisions of the business
subsidy reporting requirements under the business subsidy statute at (M.S.
ll6J.993 - 116J.99�); and as required by M.S. Subd. l. identified in Section IV.
of this agreement.
III. DEFINITIONS
A. "AgreemenY' means this $iotechnology and Health Science Industry Zone
Business Subsidy Agteement by and between "Sub-Zone Administrator" and the
"Qualified Business".
B. "Approval Date" means the date upon which the final execution af this a�eement
takes place; and after which a Qualified Business has been approved by the Sub-
Zone Administrator.
C. `Benefit Date" is the date after which taac benefits shall begin to accrue to the
Qualified Business; and shall mean the "Operations Start Date" for a Qualified
Relocating Business.
D. `Business Subsidy" means the tax exemptions or tax credits either individually or
collectively described herein in Section IV A. that aze available to tlie Qualified
Business.
E. "Business Subsidy Report" means the aimual report required to comply with M.S.
116J.994 Subd. 7. (b). See Exhibit A for a sample Susiness Subsidy Report.
F. "Capital Investment" means any investment that is defined as depreciable for
purposes of the U.S. Internal Revenue Service.
G. "DEED" means Minnesota Departmeni of Employment and Economic
Development.
H. `Bioscience Zone Term" shail mean stated period of rime stated in Section II. E.
of this agreement.
I. `Bioscience Zone" means Biotechnology and Health Science Industry Zone as
defined in M.S. Sections 469330 and 469.443.
"L,ocal Government UniY means the City of Saint Paul, Minnesota, a municipal
corporation.
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K. "Person" includes an individual, corporation, parinership, Limited Liability
Company, association, or any other entity.
L. "Properiy" means the parcel or pazcels located within the Sub-Zone on which a
Qualified Business is or will be operating, that excludes any building footprint of
a business operating in a sub-zone prior to January 1, 2004; and as identified in
Section II.A. of this agreement.
M. "Qualified Business" means a person that carries on a trade or business at a place
of business located within a Biotechnology and Health Science Industry Zone as
referenced in M.S. 469330 Subd. 11; and complies with the reporting
requirements specified by M.S. 469.333 Subd. 2. (5); and shall comply with the
criteria in Section ILC. of this agreement; and shall also mean "Recipient" mean
any business entity that receives a business subsidy as defined by M.S. 116J.993,
and that has signed a Business Subsidy Agreement with a designated Sub-Zone
Administrator. A Qualified Business shall not include a retail, low-wage service,
or provide less than the minimum wages provided in section IV.C2. of this
agreement.
N. "Relocation Agreement" means a binding written agreement between a relocating
qualified business and the commissioner of DEED pledging that the Qualified
Business will either: (a) increase full-time for fizll-Ume equivalent employment in
�he first full year of operation within the Biotechnology and Health Science
Indushy Zone by at least 20 percent, or (b) make a capitai investment on the
property equivalent to 10% of the gross revenues of operation that was relocated
in the immediately preceding taxable year; and provides for repayment of all tax
benefits if the requirements of (a) or (b) ase not met
O. "Sub-Zone" means the parcel or parcel of land designated by the Commissioner of
Employment and Economic Development within a Biotechnology and Health
Science Tndustry Zone within the boundazies of Saint Paul to receive certain tax
credits and exemptions specified under M.S. 469330-469341.
P. "Sub-zone Administrator" means the legal representative designated by the Local
Government Unit to administex the Sub-Zone and shall aiso znean "Grantor" as
defined by the business subsidy statue M.S. 116J.993 Subd. 4.
Q. [Intentionally Omitted] .
R. "Tax Benefit Term" means length of time the Qualified Business receives the tax
benefit, plus one yeaz.
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IV. SUSINESS SUSSIDY REQUIREMENTS
Whereas, compliance with provisions of the Minnesota business subsidy statues (M.S. 1167.993-
116J.995) require that the parties hereto agree to the following:
A. The Business Subsidy to be provided to the Qualified Business shall include all
tax exemptions, job credits or other business subsidies provided from the
Approvai Date until the last date of the Bioscience Zone Term, as shown in the
attached `Biotechnology and Health Science Indushy Zone Tax Credit Certificate
Application" (E�ibit A), including but not limited to:
1. A$18.600 eaemption from corporate franchise taxes as provided under M.S.
469.337; and
2. A 36 400 exemption from the state sales and use tax and any local sales and
uses taxes on qualifying purchases as provided in M.S. 297A.68, subdivision
37; and
3. A$8.000 iobs credit allowed under M.S. 469338; and
4. A$55,000 research and development t� credit allowed under M.S. 469339;
and
5. A$2.800 exemption from the local $0.00� sales tax;
up to, but not to exceed an aggregate tax cxedit ainotimt of $120, 800. The
Qualified Business agrees that the Business Subsidy pxovided herein shail be
exclusively limited to the Quaiified Business's operations within t(ie Sub-Zozie.
The Business Subsidy atuount will not �e finalized untii the Minnesota
Department of Revenue issues the Qualified Business a Tax Certificate stlting
total amount aftar approving this signed documents as outlined in Section I V,
B. The public purpose(s) fox the Biotechnology and Heaith Science Industry Zone
business subsidy agreed to by the parties hereto shall include, but not be timited
to:
1. The enhancement of economic diversity
2. The creation of high quality }ob growth
3. 7ob retention
4. Stabilizing the community
5. Linking with a research institution
C. In consideration for the reeeipt of the Business Subsidy described hezein, flie
Quaiified Business hereby agees that it.
l. Sha11 create eighteen (18) new full-time equivalent jobs at an avera�e anuual
ag�egate wage and benefit levei of no less than $30,000 (hexeinafter referred
to as the "Required FTE jobs") between November l, 2004 and Decernber 31,
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2005, and shall retain said Requixed FTE jobs within the Sub-Zone boundar�r
for the duration of the Bioscience Zone Tezm; and
Shall pay an annual aggregate wage and benefit amount of no less tha�i
�20,000 for each required FTE job; and
Notwithstanding M.S. 116J.994 Subd4. 3. wase and benefit and job goals for
Bioscience Zone business subsidy recipients shall not be set at zero.
D. A properly noticed public hearing shall be held by the Sub-Zone Administrator as
provided by M.S. ll 6J.994. The purpose of the hearing shall be held to identif}�
defiae fhe criteria that a qualified business must meet in order to be eligible te
receive a Biotechnology and Health Science Industry Zone business subsidy. The
hearing may also specify the pubiic purpose�s) that shail be achieved a�id the
measurable, specific, and tangible goals committed to by tl�e qualiffed busiuess.
A business subsidy may not be granted until the 5ub-Zone Administrator has
adopted criteria as required by M.S. 116J.994 Subd.2. A copy of tlae criteria shall
be submitted to the Department of Employment and Economic Development
along with the first annual report. As provided by M.S. 116J.944, Suhd.S., a
public norice sha11 be published in print and if possible, on the internet, at least 10
days prior to the kearing, identifying tke location, date time and place of t17e
hearing; and providing information aUout the business subsidy proposed,
including a sumulary of the terins of the subsidy.
E. The Qualified Business sha11 repay the Business Subsidy described [�ezein i f it
does not meet the specific goals ideiitified in Secrion IV.C. of chis Agreement,
pursuant to M.S. 469.341.
F. [Intentionally Omitted]
G_ A commlhnent to continue operations in the jurisdictio�i where the subsidy is used
for the divation of flie Bioscience Zone term.
H. A Qualified Business ag�ees to funush to the Sub-Zone Admiuistrator, ou or
before Mazch 1 in each year, an annual �usiness subsidy report required in NI S.
116J.994, Subd.7., on a form developed and made avai lable l�y DEGD_
V. NOTTFICATIONS
Noti�ications to the Qualified Business shail be mailed to:
Chuck Halstenson
Prism Research, LLC.
1000 Westgate Drive
SaintPaul, MN �5114
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Notitications to the Sub-Zone Administrator shall be mailed to:
Director of Planning and Economic Development
City of Saint Pau1
25 West Fourth Street
1300 City Hall Annex
Saint Paul, MN 55102
IN WITNESS WFIEREOF, the sub-zone administrator and tl�e qualified Uusii�ess ha� c
acknowled�ed their assent to this agreement and agree to be bound b� its term tliroueh thc
signatures entered below:
OUALIFIFD BUSINESS:
PRISM RESEARCH, LLC.
:
SUB-ZOI�TE ADMII�TISTRATO?�_
CITY OF SAINT PAUL, MTNNb',SOTA
e
Its Mayor
C
Tts A uman R iahis Directnr
Approved as to form: By:
Its Director, Department ofPiamiinQ and
Economic Development
Bv:
Assistant City Attorney Its Director, (�flic� of P;nanciai �ern:ce;
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