R2011-079 - 2011-07-11ATTEST:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO A TAX ABATEMENT AGREEMENT WITH MERIT MEDICAL
SYSTEM, INC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Tax Abatement Agreement by and between the City of
Pearland and Merit Medical System, Inc., a copy of which is attached hereto as Exhibit "A"
and made a part hereof for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest a Tax Abatement Agreement with Merit Medical System,
Inc.
PASSED, APPROVED and ADOPTED this the 11 day of July, A.D., 2011.
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SEC" =TARY
APPROVED AS TO FORM:
NGHIEM DOAN
DEPUTY CITY ATTORNEY
RESOLUTION NO. R2011 -79
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TOM REID
MAYOR
THE STATE OF TEXAS
COUNTIES OF BRAZORIA,
FORT BEND, AND HARRIS
TAX ABATEMENT AGREEMENT
Exhibit "A"
Resolution No. R2011 -79
This Tax Abatement Agreement "Agreement is entered into by and between
the City of Pearland, Texas, a home rule city and Municipal Corporation of Brazoria,
Fort Bend, and Harris Counties, Texas, duly acting by and through its City Manager
"the City and Merit Medical Systems, Inc., a Utah corporation "the Company duly
acting by and through Kent Stanger its Chief Financial Officer.
WITNESSETH:
WHEREAS, on the 11 day of July, 2011 the City Council of the City passed
Ordinance No. 2011 -79 establishing Reinvestment Zone #21 in the City for general
business tax abatement, as authorized by Chapter 312, Tax Code, V.A.T.S. as
amended "Code and
WHEREAS, the City previously adopted Resolution No. R2011 -12, establishing
appropriate guidelines and criteria for governing reinvestment zones and tax abatement
agreements to be entered into by the City as contemplated by the Code; and
WHEREAS, the City's objective is to maintain and /or enhance the general
business economic and employment base of the Pearland area for the long term
interest and benefit of the City, in accordance with Resolution No. R2011 -12 and the
Code; and
WHEREAS, the contemplated use of the Premises, as hereinafter defined, and
the contemplated improvements to the Premises in the amount as set forth in this
Agreement and the other terms hereof are consistent with encouraging development of
said Reinvestment Zone in accordance with the purposes for its creation and are in
compliance with Resolution No R2011 -12 and the guidelines and criteria adopted by the
City and all applicable law; and
WHEREAS, the Improvements, as defined below, constitute a major investment
within the Reinvestment Zone that will substantially increase the appraised value of
property within the zone and will contribute to the retention or expansion of primary and
secondary employment within the City; and
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WHEREAS, there will be no substantial adverse affect on the provision of city
services or on its tax base and the planned use of the Premises will not constitute a
hazard to public safety, health, or welfare; and,
WHEREAS, but for the benefits provided through this Tax Abatement Agreement
the Improvements as defined below would not be made in the City; and
WHEREAS, the Company has declared that it will be the sole beneficiary of the
benefits provided through this Tax Abatement Agreement and that the Company will not
share any portion of the proceeds of the benefits received through this Tax Abatement
Agreement with any other party as compensation or award for consulting or other
services received by the Company contingent upon the successful execution of this
agreement;
THEREFORE: For and in consideration of the mutual agreements and
obligations set forth below, the sufficiency of which is hereby acknowledged by the
parties hereto, the Company and City mutually agree as follows:
1. PREMISES: The property subject to this Agreement shall be only that
property described by metes and bounds and map attached hereto as Exhibit "A" (the
"Premises
2. CONFLICT OF INTEREST: The City represents and warrants that the
Premises does not include any property that is owned by a member of its council or
boards, agencies, commissions, other governmental bodies or employees approving, or
having responsibility for the approval of, this Agreement.
3. ABATEMENT: Subject to the terms and conditions of this Agreement,
and subject to the rights and holders of any outstanding bonds of the City, a portion of
ad valorem property taxes assessed to the Premises and Improvements only as defined
herein and otherwise owed to the City shall be abated. The City hereby acknowledges
that it is not aware of any terms or conditions of any outstanding bonds which would
invalidate this Agreement or would conflict with the provisions of this Agreement. This
Agreement shall be effective with the January 1 valuation date immediately following
the date of execution of this Agreement (the "Effective Date In each year that this
Agreement is in effect, the amount of abatement shall be an amount equal to the
percentage indicated below of the taxes assessed upon the increased value of the
Premises due to the Improvements defined herein, exclusive of future or other capital
investment made at the Premises not contemplated herein, over the market value as of
January 1 in the year in which this Agreement is executed. The abatement as herein
provided shall be for the following years and in the following amounts: 1) One hundred
percent (100 of the taxes assessed upon the increased value of the Fixed Machinery
and Equipment and Fixed Improvements set forth below exclusive of future or other
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capital investment made at the Premises, annually for a period of three (3) years
beginning January 1, 2012 and ending December 31, 2014; 2) Seventy five percent
(75 of the taxes assessed upon the increased value of the Fixed Machinery and
Equipment and Fixed Improvements set forth below exclusive of future or other capital
investment made at the Premises, annually for a period of three (3) years beginning
January 1, 2015 and ending December 31, 2017; and 3) Fifty percent (50 of the
taxes assessed upon the increased value of the Fixed Machinery and Equipment and
Fixed Improvements set forth below exclusive of future or other capital investment made
at the Premises, annually for a period of four (4) years beginning January 1, 2018 and
ending December 31, 2021.
4. FUNDING CONDITIONS: The Company must meet all of the following
abatement Capital Improvement and Job Creation conditions "Funding Conditions or
Company shall be subject to liquidated damages and /or repayment of abated taxes in
accordance with this Agreement:
a. Capital Improvements: The Company shall construct various
improvements on the Premises, which when complete shall have a
minimum investment value of eight million seven hundred fifty thousand
($8,750,000) for the real property and /or improvements "Fixed
Improvements and three million five hundred thousand ($3,500,000) in
other "Ineligible Property" which shall be substantially complete on or
before April 1, 2013 (the "Improvement Completion Date provided, that
the Company shall have such additional time to complete the
Improvements as may be required in the event of "force majeure" (as set
forth herein) if the Company is diligently and faithfully pursuing completion
of the Improvements. The date of completion of the Improvements shall be
defined as the date a Final Certificate of Occupancy is issued by the City.
b. Job Creation: The Company shall create a total of 221 "Employment
Positions as defined herein, in accordance with the following schedule:
1) Employment Positions 160 total by July 1, 2013;
2) Employment Positions 175 total by December 31,
2013;
3) Employment Positions 200 total by December 31,
2014;
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4) Employment Positions 210 total by December 31,
2015;
5) Employment Positions 221 total by December 31,
2016.
Company shall demonstrate compliance with this Section by maintaining a
minimum of ninety five percent (90 or more of the required Employment Positions at
the Premises for the entire duration of this Agreement. Employment Positions, for
purposes of this Agreement, shall only be counted if the number of Employment
Positions is greater than the total number of Employment Positions located at the
Company's operations in the City at the time this Agreement is executed (the
"Threshold The parties agree that for purposes of this Agreement, the Threshold
shall be zero because no Employment Positions existed in the City prior to execution of
this Agreement.
c. Employment Positions. For the purposes of this Agreement,
"Employment Positions" shall be defined as the Company's jobs
meeting all of the following criteria:
1) New full -time employment positions (at least 2000
hours annually per employee) in the City that are
located at the Premises' and
2) The Employment Positions must have an average
annual gross compensation of at least $31,000.00 per
year (excluding benefits); and
3) Medical benefits shall be provided for each
Employment Position.
5. APPLICATION FOR TAX ABATMENT: The Company agrees and
covenants that the information provided in the Application for Tax Abatement attached
hereto as Exhibit "B" is true and correct and that any materially false or misleading
information provided to applicable taxing jurisdictions shall be an event of default and
grounds for termination of this Agreement.
6. GOOD FAITH, COMPLIANCE AND CONSIDERATION: The Company
agrees and covenants that it will diligently and faithfully, in a good and workmanlike
manner, pursue completion of the Improvements as a good and valuable consideration
of this Agreement. The Company further covenants and agrees that all construction of
the Improvements will be in accordance with all applicable federal, state and local laws
and regulations or valid waiver thereof. In further consideration, the Company shall
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thereafter, from the date a Final Certificate of Occupancy is issued until the expiration of
this Agreement, continuously operate and maintain the Premises and limit the use of
said Premises to that use which is consistent with the terms of this Agreement and the
general purpose of encouraging development or redevelopment of the Reinvestment
Zone during the period that this Agreement is in effect.
7. ANNUAL COMPLIANCE VERIFICATIONS: No later than 90days after
December 31, 2012, and continuing every year thereafter through 2021, the Company
shall deliver to the City an Annual Compliance Verification, in the form of Exhibit "C"
attached hereto, signed by a duly authorized representative of the Company certifying
the following information:
a. the number Employment Positions created and maintained by the
Company on the Premises, the general description the Employment
Positions existing as of December 31st of the preceding year and the
wage information for all Employment Positions; and
b. the appraised value, as determined by the Central Appraisal District, of the
Improvements as defined herein, supporting evidence that the
Improvements were constructed or installed on or before the
Improvements Completion Date and a general description of the
Improvements existing as of December 31st of the preceding year
There shall be a total of ten (10) Annual Compliance Verifications submitted to the City
in years 2012 through 2021. Each Annual Compliance Verification shall include specific
back -up information supporting the Employment Position data. Furthermore, all Annual
Improvement Compliance Verifications shall consist of a certified copy of the appraised
value of the Improvements as shown by the Central Appraisal District supported by all
correspondence, renditions, appeals or contests and settlement of appraised value and
shall provide appropriate back -up data for the Improvements exclusive of other
investments made at the Premises.
8. CERTIFICATION OF GOOD STANDING /DELINQUENT TAXES: By
execution of this Agreement, the Company certifies that the company is in good
standing under the laws of the State in which it was formed or organized, and has
provided the City evidence of such. In addition, the Company certifies that the company
owes no delinquent taxes to any taxing unit of the State of Texas, the City or any other
local tax levying political subdivision with jurisdiction to levy taxes in or on the
operations and property of the Company at the Premises.
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9. CERTIFICATION RELATING TO UNDOCUMENTED WORKERS: By
execution of this Agreement, the Company, including any business, branch, division,
and department of the Company, certifies that it does not and will not knowingly employ
an undocumented worker (as defined by Texas Government Code Section
2264.001(4)). If after any abatement of taxes under the Agreement, the Company, or a
business, branch, division, or department of the Company, is convicted of a violation
under 8 U.S.C. Section 1324a(f), the Company shall repay the amount of any funds
disbursed plus interest at the rate of 8% per year. The repayment shall be due and
owing not later than the 120th day after the date of the conviction without the
requirement of notice from the City.
10. ACCESS TO PREMISES: The Company further agrees that the City, its
agents and employees shall have the right during normal business hours and upon prior
reasonable notice to enter upon the Premises to inspect the Improvements in order to
determine whether the construction of the Improvements is in accordance with this
Agreement and all applicable federal, state, and local laws, ordinances, and regulations
or valid waiver thereof. After completion of the Improvements, the City shall have the
continuing right to enter upon and inspect the Premises during normal business hours,
after 48 hours written notice has been given, to determine whether the Premises are
thereafter maintained and operated in accordance with this Agreement and all
applicable federal, state, and local law, ordinances, and regulations; provided, however,
unless the Company is in default under this Agreement, or the City reasonably believes
the Premises is not being operated or maintained as required by this Agreement, the
City shall limit such entry to one (1)annual inspection in any twelve (12) month period to
ensure compliance with the guidelines contained in Resolution No. R2011 -12. Any
entry or inspection by the City pursuant to the provisions of this Section 10 shall be
performed in a manner as to not unreasonably interfere with the operations on the
Premises. Notwithstanding any other provision of this Agreement, if the City determines
that a violation of a federal, state, or local law, ordinance or regulation exists on the
Premises, the City may, in addition to any other authorized enforcement action, provide
to the Company written notice of such violation. For the purposes of this Agreement,
the Company shall have thirty (30) days from the date of the notice to cure or remedy
such violation. If the Company refuses to cure or fails to remedy the violation within the
thirty (30) day period the Company shall, at a minimum and in addition to other
remedies provided herein, be subject to the forfeiture, at the discretion of the City, of
any right to any tax abatement for the year the Company failed to meet the Funding
Conditions.
11. LIQUIDATED DAMAGES:
a. Funding Condition Targets. As set forth above, during the term
of this Agreement through 2021, the Company shall deliver to the City an
Annual Compliance Verification demonstrating compliance with the
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12. DEFAULTS AND REMEDIES:
Funding Conditions of this Agreement for the preceding year. If the
Company fails to timely provide an Annual Compliance Verification or
provides an Annual Compliance Verification that demonstrates Company
failed to meet a Funding Condition target(s) for that year, then the City
may, at its sole discretion and in addition to all other remedies for the
recapture of lost tax revenue provided herein, require the Company to pay
liquidated damages up to the amount of the abatement received for the
year in which the Company did not meet the Funding Conditions.
b. General Provisions Related to Liquidated Damages: Liquidated
damages provided for herein shall be construed in accordance with
Section 312.205, Tax Code, V.A.T.S., as amended, and shall include all
taxes which otherwise would have been paid to the City without the benefit
of abatement (but without the addition of penalty; interest will be charged
at the statutory rate for delinquent taxes as determined by Section 33.01
of the Tax Code) and shall become a debt to the City and shall be due,
owing and paid to the City as liquidated damages subject to the expiration
of any cure period or the termination date, whichever is applicable. The
City shall retain all remedies for the recapture and collection of the lost tax
revenue as provided generally in the Tax Code for the collection of
delinquent property taxes and in accordance with Resolution No. R2011-
12.
a. Each of the following acts or omissions of the Company or
occurrences shall constitute an act of default under this agreement:
1) The Company fails to meet the Capital Improvements
Funding Conditions by the Improvement Completion Date.
2) The Company fails to provide or submit Annual Compliance
Verification Report(s) as required by this Agreement.
3) The Company fails to meet any Capital Improvement or Job
Creation Funding Conditions of this Agreement.
4) The Company allows its ad valorem taxes owed to any
taxing jurisdiction to become delinquent, and fails to timely
and properly follow the legal procedures for protest and /or
contest of any such ad valorem taxes.
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b. In the event of a default of the terms of this Agreement, the City
shall provide the Company written notice of such default, which notice
shall be delivered by personal delivery or certified mail to:
Kent Stanger
Merit Medical Systems, Inc.
1600 West Merit Parkway
South Jordan, UT 84095
With courtesy copy to General Counsel at the above
address.
c. If Company fails to satisfactorily cure a default under this
Agreement within thirty (30) days of the date of receiving written notice,
this Agreement may be terminated by the City at its discretion without
further notice or liability to Company. In the event Company fails to cure a
default within thirty (30) days of receiving notice, the Company shall
immediately refund to the City any amounts abated under this Agreement
for the year in which the Company defaulted and failed to meet the
Funding Conditions "Default Year"), as well as any amounts abated in the
year prior to the Default Year, plus interest at the rate of 8% per year,
compounded annually from January 1 of the year prior to the Default Year
to the date of payment of the refunded taxes.
d. The Company shall provide the City with thirty (30) days written
notice before any of the Employment Positions or Improvements are
moved from the Premises, but only if such movement would result in the
Company maintaining Employment Positions or Improvements on the
Premises below the amounts required by this Agreement. Provided,
however, such notice shall not be required with respect to (i) Employment
Positions that are replaced by new Employment Positions that meet the
requirements of this Agreement (H) Improvements which are replaced with
Improvements of similar value, or (iii) Improvements which are being
removed in connection with repairs to such Improvements provided upon
completion of such repairs such Improvements shall be returned to the
Premises. Except as provided in clauses (i) through (iii) of this subsection
d in the event the Company shall move from the Premises any of the
Employment Positions or Improvements which would result in the
Company maintaining Employment Positions or Improvements below the
Funding Condition amounts required by this Agreement the City in its
sole discretion, may, subject to the notice and cure rights set forth in
Section 12.c. above, terminate this Agreement and require the Company
to immediately refund to the City any amounts abated under this
Agreement for the year in which the Company defaulted and failed to meet
the Funding Conditions "Default Year"), as well as any amounts abated in
the year prior to the Default Year plus interest at the rate of 8% per year,
compounded annually from January 1 of the year prior to the Default Year
the date of payment of the refunded taxes.
e. If after the Company is no longer able to pay its bills as they come
due, it files for protection from its creditors by any chapter of the
bankruptcy code the City may, at its discretion, pursue the abated taxes
as a creditor in the bankruptcy for unpaid property taxes subject to any
and all tax liens applicable thereto.
13. CITY AUDIT RIGHTS:
a. Duty to Maintain Records. The Company shall maintain
adequate records to support its compliance with the terms of this
Agreement. The Company shall also maintain such records as are
deemed necessary by the City and auditors of City, or such other persons
or entities designated by City, to ensure proper accounting for all costs
and performances related to this Agreement.
b. Records Retention. The Company shall maintain and retain for a
period of four (4) years after the submission of the final Annual
Compliance Verification report, or until full and final resolution of all audit
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or litigation matters which arise after the expiration of the four (4) year
period after the submission of the final Annual Compliance Verification
report, whichever time period is longer, such records as are necessary to
fully disclose the extent of services provided under this Agreement,
including but not limited to any daily activity reports and time distribution
and attendance records, and other records which may show the basis for
the calculation of full time positions.
c. Audit Trails. Appropriate audit trails shall be maintained by the
Company to provide accountability for updates and changes to automated
personnel and financial systems. Audit trails maintained by the Company
shall, at a minimum, identify the changes made, the individual making the
change and the date the change was made. An adequate history of
transactions shall be maintained by the Company to permit an audit of the
system by tracing the activities of individuals through the system. The
Company's automated systems provide the means whereby authorized
personnel have the ability to audit and establish individual accountability
for any action that can potentially cause access to, generation of, or
modification of information related to the performances of this Agreement.
d. Access. The Company shall grant the City, or such other persons
or entities designated by City for the purposes of inspecting, auditing, or
copying such books and records, access to all paper and electronic
records, books, documents, accounting procedures, practices or any other
items relevant to the performance of this Agreement,. All records, books,
documents, accounting procedures, practices or any other items relevant
to the performance of this Agreement shall be subject to examination or
audit by City, or such other persons or entities designated by City in
accordance with all applicable state and federal laws, regulations or
directives. The Company will direct any subcontractor with whom it has
established a contractual relationship to discharge the Company's
obligations to likewise permit access to, inspection of, and reproduction of
all books and records of the Company's subcontractor(s) which pertain to
this Agreement. To the extent allowed by law and subject to the Texas
Open Meetings Act, the City agrees to keep, and to cause any and all
other persons or entities designated by the City to conduct such audits or
examinations to keep, an any and all information obtained by the City or
such persons or entities strictly confidential. All such financial statements,
records, documents, agreements, books and other instruments obtained
by the City or such persons or entities, and any reports or information
prepared in connection with the review of such financial statements,
records, documents, agreements, books and other instruments, are
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private business records of the Company and shall not be disclosed or
made available to the general public.
e. Location and Reimbursement. Any audit authorized herein shall
be conducted at the Company's Premises in the City during normal
business hours and at City's expense, provided all costs incurred by City
in conducting any such audit shall be reimbursed by the Company in the
event such audit reveals an aggregate discrepancy of five percent (5 or
more of the Company's reporting of compliance as required by this
Agreement. If any audit or examination reveals that the Company's reports
for the audited period are not accurate for such period, the Company shall
reimburse the City in accordance with Section 11 of this Agreement.
f. Corrective Action Plan. If an audit reveals any discrepancies or
inadequacies which must be remedied in order to maintain compliance
with this Agreement, applicable laws, regulations, the Company's
responsibilities or performance standards, the Company agrees that within
thirty (30) calendar days after the Company's receipt of the audit findings,
to propose and submit to the City a corrective action plan to correct such
discrepancies or inadequacies subject to the approval of the City. The
Company further agrees, at the sole cost of the Company, to complete the
corrective action approved by the City within thirty (30) calendar days after
the City approves the Company's corrective action plan.
g. Reports. The Company shall provide to the City periodic status
reports in accordance with the City's audit procedures regarding the
Company's resolution of any audit related compliance activity for which
the Company is responsible.
14. REPORTS AND BRIEFINGS: In a manner consistent with the need to
protect privacy and the intellectual property of the Company and third parties, the
Company will provide periodic briefings as reasonably requested by the City on the
general activities, economic impact and progress of the new project development and
business operations in Texas.
15. USE AND RETENTION OF CITY CRAFTSMEN, TRADES AND
SUPPLIERS: Although not an event of default or a condition to this Agreement, the
City requests that the Company satisfies its need for additional employees from City of
Pearland, Texas, residents and purchase all materials, supplies and services necessary
to affect the occupancy of the property from City of Pearland merchants and
businesses.
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16. COMMUNITY INVOLVEMENT: Although not an event of default or
condition of any advance hereunder, the Company agrees to actively participate in
community and charitable organizations and /or activities, the purpose of which are to
improve the quality of life in the City of Pearland, Texas, and to actively encourage its
employees to be involved in such organization and /or activities.
17. FINANCIAL INFORMATION: If the Company is no longer a publically
traded company, the Company shall furnish the City, if requested, on an annual basis
by April 30, of each year throughout the term of the Agreement, information regarding
the general business status, market and general summary financial updates regarding
the Company.
18. INDEMNITY AND HOLD HARMLESS: THE COMPANY RELEASES,
ACQUITS, INDEMNIFIES, AND HOLDS HARMLESS THE CITY, ITS OFFICERS,
AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS, FROM ANY AND ALL
KINDS OF CLAIMS, DEMANDS, LOSSES, DAMAGES, INJURIES, RIGHTS, CAUSES
OF ACTION, OR JUDGMENTS OF WHATSOEVER CHARACTER OR NATURE,
INCLUDING ATTORNEYS' FEES, WHICH MAY ARISE AS A RESULT OF THIS
AGREEMENT, EXCEPT TO THE EXTENT ARISING OUT OF THE CITY's, OR ITS
OFFICERS', AGENTS', EMPLOYEES', SUCCESSORS' OR ASSIGNS',
NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF THIS AGREEMENT OR
VIOLATION OF APPLICABLE LAW. THE PROVISIONS OF THIS SECTION REFLECT
THE EXPRESSED INTENTIONS OF THE COMPANY AND THE CITY AND SHALL
SURVIVE THE TERMINATION, EXPIRATION, OR CANCELLATION OF THIS
AGREEMENT.
19. EXPRESS NEGLIGENCE. THE INDEMNITY SET FORTH IN THIS
AGREEMENT IS INTENDED TO BE ENFORCEABLE AGAINST THE COMPANY AND
ITS SUCCESSORS AND ASSIGNS IN ACCORDANCE WITH THE EXPRESS TERMS
AND SCOPE HEREOF NOTWITHSTANDING TEXAS' EXPRESS NEGLIGENCE
RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE
LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE (WHETHER SOLE,
CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY
OF THE CITY, BUT SUBJECT TO THE EXPRESS LIMITATIONS SET FORTH IN
SECTION 18 ABOVE.
20. GENERAL PROVISIONS
a. Authority. Each party represents that it has obtained all necessary
authority to enter into this Agreement.
b. Relationship of Parties and Disclaimer of Liability. The parties
will perform their respective obligations under this Agreement as
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independent contractors and not as agents, employees, partners, joint
ventures, or representatives of the other party. Neither party can make
representations or commitments that bind the other party. The Company is
not a "governmental body" by virtue of this Agreement or the City's
granting of an abatement.
c. Limitation of Liability. In no event will either party be liable to the
other party for any indirect, special, punitive, exemplary, incidental or
consequential damages. This limitation will apply regardless of whether or
not the other party has been advised of the possibility of such damages..
d. Term. The term of this Agreement commences on the Effective
Date of the Agreement and continues until December 31, 2021 unless
terminated earlier pursuant to the terms of this Agreement.
e. Termination for Cause. Either party may terminate this
Agreement for Cause upon thirty (30) days prior written notice to the other
party. "Cause" is any failure to perform a material obligation under this
Agreement within the specified time; including Company's failure to
comply with any Funding Conditions contained herein. The sole remedy
for any termination for Cause (and for the "cause" giving rise to the
termination) shall be that each party is relieved of its obligation to perform
hereunder, however, following termination by the City, the Company will
continue to be obligated to the City for liquidated damages and /or
repayment of abated taxes in accordance with applicable provisions of this
Agreement.
f. Dispute Resolution and Applicable Law.
1) Informal Meetings. The parties' representatives will meet as
needed to implement the terms of this Agreement and will make
a good faith attempt to informally resolve any disputes.
2) Applicable Law and Venue. This Agreement is made and
entered into in the state of Texas, and this Agreement and all
disputes arising out of or relating thereto shall be governed by
the laws of the state of Texas, without regard to any otherwise
applicable conflict of law rules or requirements. The Company
agrees that any action, suit, litigation or other proceeding
(collectively "litigation arising out of or in any way relating to
this Agreement, or the matters referred to therein, shall be
commenced exclusively in the State of Texas in any court with
proper jurisdiction to hear this matter closest to the City Hall of
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the City of Pearland, and hereby irrevocably and unconditionally
consent to the exclusive jurisdiction of those courts for the
purpose of prosecuting and /or defending such litigation. The
Company hereby waives and agrees not to assert by way of
motion, as a defense, or otherwise, in any suit, action or
proceeding, any claim that (a) the Company is not personally
subject to the jurisdiction of the above -named courts, (b) the
suit, action or proceeding is brought in an inconvenient forum or
(c) the venue of the suit, action or proceeding is improper.
21. MISCELLANEOUS PROVISIONS
a. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original,
and it shall not be necessary in establishing proof of this Agreement to
produce or account for more than one such counterpart.
b. Merger. This document constitutes the final entire agreement
between the parties and supersedes any and all prior oral or written
communication, representation or agreement relating to the subject matter
of this Agreement.
c. Severability. Any term in this Agreement prohibited by, or unlawful
or unenforceable under, any applicable law or jurisdiction is void without
invalidating the remaining terms of this said Agreement. However, where
the provisions of any such applicable law may be waived, they are hereby
waived by either party, as the case may be, to the fullest extent permitted
by the law, and the affected terms are enforceable in accordance with the
parties' original intent.
d. Survival of Promises. Notwithstanding any expiration, termination
or cancellation of this Agreement, the rights and obligations pertaining to
payment or repayment of abated taxes and /or liquidated damages,
confidentiality, disclaimers and limitation of liability, indemnification, and
any other provision implying survivability will remain in effect after this
Agreement ends.
e. Binding Effect. This Agreement and all terms, provisions and
obligations set forth herein shall be binding upon and shall inure to the
benefit of the parties and their successors and all other state agencies and
any other agencies, departments, divisions, governmental entities, public
corporations and other entities which shall be successors to each of the
parties or which shall succeed to or become obligated to perform or
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become bound by any of the covenants, agreements or obligations
hereunder of each of the parties hereto.
f. Successors and Assigns /Notice. The terms and conditions of
this Agreement are binding upon the successors and assigns of all parties
hereto. This Agreement may be transferred or assigned by the Company
only upon written permission by the City in accordance with Resolution
R2006 -121, which permission shall not be unreasonably withheld. No
assignment shall be approved if the assignor or assignee is indebted to
the City for ad valorem taxes or other obligations. The Company, or any
legal successor thereto or prior assignee thereof, may assign its rights and
obligations under this Agreement, including by merger or operation of law,
to any legal successor or any person or entity that acquires all or
substantially all of its business and operations. In addition, with the prior
written consent of the City, which consent shall not be unreasonably
withheld or delayed, the Company, or any legal successor company
thereto or prior assignee thereof, may assign its rights and obligations
under this Agreement to any parent or wholly owned subsidiary that it
currently has in place or later establishes, if it is constituted as a separate
legally recognized business entity. Any such assignment will be made
without additional consideration being payable to the City. This Agreement
shall survive any sale, change of control or similar transaction involving
the Company, any successor thereto or prior assignee thereof and no
such transaction shall require the consent of the City. The Company shall
provide the City written notice of any assignment, sale, change of control
or similar transaction pursuant to this section as soon as possible and in
no event not later than thirty (30) calendar days following such event.
g. Force Majeure. Neither party shall be required to perform any
obligation under this Agreement or be liable or responsible for any loss or
damage resulting from its failure to perform so long as performance is
delayed by force majeure or acts of God, including but not limited to
strikes, lockouts or labor shortages, embargo, riot, war, revolution,
terrorism, rebellion, insurrection, flood, natural disaster, interruption of
utilities from external causes civil commotion, inclement weather, fire or
other casualty, court injunction, shortages of labor or materials or any
other causes of any kind which are beyond the reasonable control of said
party.
h. Notice. All notices, requests, demands and other communications
will be in writing and will be deemed given and received (i) on the date of
delivery when delivered by hand or via electronic mail, (ii) on the following
business day when sent by confirmed simultaneous telecopy and (iii) on
15
the following business day when sent via overnight courier (e.g., Federal
Express).
22. AGRICULTURAL VALUATION: It is understood and agreed by the City
and the Company that if the Premises has been designated and taxed as agricultural
land pursuant to Chapter 23, Subchapter C, Tax Code, V.A.T.S., that this Agreement
shall not be effective and no abatement granted until the Company has removed the
agricultural use designation and all taxes due pursuant to Section 23.55, Tax Code,
V.A.T.S., as amended, (roll back taxes) have been paid.
23. CITY AUTHORIZATION: This Agreement was authorized by Resolution
of the City Council at its council meeting on the 11th day of July, 2011, authorizing the
City Manager to execute the Agreement on behalf of the City.
16
Witness our hands this 0 of
ATTEST:
By:
APPROVED AS TO FORM:
By:
Cie--
Darrin M. Coker
City Attorney
17
CITY
By:
B Eisen
City Manager
MERIT MEDICAL SYSTEMS, INC.
By: J
Kt t Stanger
Chief Financial Officer
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THE STATE OF TEXAS
COUNTY OF BRAZORIA
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Bill Eisen, City Manager for the City of Pearland, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS =2 d OF
�.t ,A.D.,20
THE STATE OF Kith
COUNTY OF 50,1t Late-
NO1'ARY`PUBLIC, TAT OF TEXAS
Printed Name: 'eh( 7\ sm /fh
Commission Expires: 7• /S. 2.6/4-
4atity)
OTARY PUBLIC STA':E
MICAS
18
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Kent Stanger, Chief Financial Officer of Merit Medical Systems, Inc, known to me to be
the person whose name is subscribed to the foregoing instrument and acknowledged to
me that he executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 1 DAY OF
Ju,fr1 A.D., 201.
Mai
Printed Name: 14x+frlleekl WIV
Commission Expires: I. 4, r
Exhibit "A"
PREMISES
Property Description
Exhibit "B"
APPLICATION FOR TAX ABATEMENT IN THE CITY
EXHIBIT "C"
FORM OF ANNUAL EMPLOYMENT COMPLIANCE VERIFICATION
Exhibit "A"
PREMISES
Property Description
1.
3.
eying,
METES AND BOUNDS DESCRIPTION
11.9337 ACRES
LOCATED IN THE
JAMES I-IAMILTON SURVEY, A -876
HARRIS COUNTY, TEXAS
Being a tract or parcel of land containing 11.9337 acres of land or 519,832 square feet, located in the
James Hamilton Surrey, Abstract 876, Ram is County, Texas, Said 11.9337 acre tract being out of and a
part of a 36.166 acre tract of record in the name of SHT /Kirby, Ltd. In Harris County Cleric's File
H.C.C.F) Number 20080049996, said 36.166 acre tract being out of and a part of Block "F" of the
Allison-Richey Gulf Coast Homes Subdivision of record in Volume 3, Page 40 in the Map Records of
Harris County, Texas; Said 11.9337 acre tract being more particularly described as follows (bearings
based on said deed):
BEGINNING at a 5/8 inch iron rod found at the northeast end of a Right -of -Way (R.O.W.)
transition from the west R.O.W. line of Kirby Drive (width varies) to the north R.O.W. line of
Spectrum Boulevard (100 feet wide), being on the east line of aforesaid 36.166 acre tract;
THENCE, coincident aforesaid R.O.W. transition, South 42 Degrees 38 Minutes 32 Seconds West, a
distance of 28.11 feet to a 5/8 inch iron rod with "Gmller" cap set on the north R.O.W. line of
aforesaid Spectrum Boulevard, being the northeast corner of a 1.3116 acre tract of record in the name
of City of Pearland in H.C.C.F. Number 20100435869;
TI coincident the north line of aforesaid Spectrum Boulevard, South 87 Degrees 21 Minutes
30 Seconds West, a distance of 558.09 feet to a 5/8 inch iron rod with "Gainer" cap set for the
southwest corner of the herein described tract;
THENCE, through and across aforesaid 36.166 acre tract the following two (2) courses:
1. North 02 Degrees 38 Minutes 00 Seconds West, a distance of 879.16 feet to a
5/8 inch iron rod with "Grrdler cap set for the northwest corner of the herein
described tract;
2. North 87 Degrees 22 blinutes 00 Seconds East, a distance of 598.33 feet to a
5/8 inch iron rod with "Gruller'' cap set for the northeast corner of the herein
described tract, on the west R.O.W. line of aforesaid Kirby Drive;
THENCE, coincident the west R.O.W. line of aforesaid Kirby Drive the following three (3) courses:
South 02 Degrees 16 Minutes 57 Seconds East, a distance of 613,59 feet to a
5/8 inch iron rod found;
2. South 14 Degrees 25 Minutes 00 Seconds West, a distance of 52.20 feet to a
5/8 inch iron with "cruller" cap set;
South 02 Degrees 16 Minutes 57 Seconds East, a distance of 195.82 feet to the
POINT OF BEGINNING and containing 11.9337 acres of land.
LLC May 25, 2011 Job 36 -1109
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BOUNDARY AND TOPOGRAPHY OF
11.9337 ACRES 519,832 sq. ft.)
BEING OUT OF AND A PART OF
A 36.166 ACRE TRACT
H.C.C.F. No. 20080049996
LOCATED IN BLOCK "F"
ALLISON RICHEY GULF COAST
HOME SUBDIVISION
VOL. 3, PG. 40 H.C.M.R.
LOCATED IN THE
JAMES HAMILTON SURVEY, A -876
HARRIS COUNTY, TEXAS
q'Cu&'t swivel Lee
Exhibit "B"
APPLICATION FOR TAX ABATEMENT IN THE CITY
APPLICATION FOR TAX ABATEMENT IN TOE
an OF PEARLAND
It is recommended that this application be filed at least 90 days prior to the beginning of construction or the installation
of equipment. The filing of this document acknowledges familiarity and conformance with Guidelines and Criteria fox
Granting Tax Abatement in a Reinvestment Zone Created in the City of Pearland. This application will become part of
the agreement and any knowingly false representations will be grounds for the City to void the agreement. Original copy
of this request should be submitted to the Pearland Economic Development Corp. President, 1200 Pearland Parkway,
Suite 200, Pearland, Texas 77581, 281.997.3000, www.pearlandedc.com. Please attach exhibits and additional
information.
Applicant Information
Name of Business: Merit Medical Systems, Inc. Date: March 28, 2011
Address: 1600 Merit Parkway
City: South Jordan State: UT Zip: 84095
Contact Person: Greg A Fredde Title: VP Government Affairs
Phone: 801 -230 -3365 Fax: 801- 253 -1688 Email: gfredde @merit.com
LiAica Codes for primary business operations: 33911
Federal Tax ID Number: 87- 0447695
Does the Business file a consolidated tax return under a different tax ID number?
If yes, please also provide that tax ID number:
Texas Tax ID Number: 87- 0447695
Is the contact person listed above authorized to obligate the Business?
❑Yes XNo
If no, please provide the name and title of a company officer authorized to obligate the Busin
Kent Stanger, Chief Financial Officer
Yes XNo
Business Information
Provide a brief description and history of the Business. Include in forma
and markets served.
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of
proprietary disposable devices used primarily in cardiology, radiology and endoscopy. Merit serves client
hospitals worldwide with a domestic and international sales force totaling approximately 130 individuals. Merit
employs approximately 2,233 people worldwide with facilities in Salt Lake City and South Jordan, Utah;
Angleton, Texas; Richmond, Virginia; Rockland, Massachusetts; Maastricht and Venlo, The Netherlands; Paris,
France; Galway, Ireland; Beijing, China; and Copenhagen, Denmark.
Business Structure:
Cooperative X Corporation
Partnership S-Corporadon
State of Incorporation: Utah
bout the Business' products or services
Limited Liability Company Not for Profit
Sole Proprietorship
Years in business: 24
Identify the Business' owners and percent ownership: Publicly -held (Nasdaq: IvllvISI)
Annual Sales (Most Recent): $296.8 million
Projected Total Sales: Year 1: $341 million (est.)
Year 2: Year 3:
How many employees are currently employed by the company including all locations, subsidiaries, divisions worldwide?
2,233
List the Business' Texas Locations and the Current Number of full -time equivalent (l IL) Employees at each Location
(including Pearland if applicable): Angleton, TX 224 employees
Current annual payroll of Pearland facility excluding any benefits (if applicable): N/A
Does the Business offer medical and dental insurance? X Yes No
If yes, please describe, Merit Medical offers health and dental benefits to all employees who work a minimum
of 30 hours per week. In 2010, the total annual medical premium for Angleton employees was $1.03 million, of
which Merit paid 66 In addition, the total annual dental premium was $148,400, of which Merit paid 675/0.
In addition, Merit provides its employees with a health savings account which allows employees to save for
future medical expenses tax free. Employees may make pre -tax contributions to the account up to the federal
limit. In addition, Merit makes an annual contribution to their accounts. The amount of the annual
contributions is dependent on the type of plan employees have selected. In 2010, Merit contribution over
$233,000 to employee health savings accounts.
Of the current employees in Angleton, 27 have selected a family health plan, 50 a two -party plan, 78 a single
plan, and the remaining 66 have waived participation.
Does the Business offer a pension plan, 401(1c) plan, and /or retirement -plan? X Yes No
If yes, please describe. Merit Medical Systems encourages employees to save for retirement. The Company
matches employee contributions on the fast 5 In addition, Merit offers a deferred compensation plan which
allows high income earners otherwise limited by federal restrictions on the amount they can contribute to their
401k to defer up to 100% of their annual wage.
Project Information
Location and legal description of the area to be designated as reinvestment zone (Provide map showing site and metes
and bounds description in attachment A5):
TRS 27, 27 28, 28 1/2 Allison Richey Gulf Coast Homes Sec F ABST 876 D White. OR;
TRS 22 'A, 27, 27 '/a Allison Richey Gulf Coast Homes Sec F ABST 876 D White
Type of Business Project:
X New Location
Expansion of Pearland Facility
Type of Facility:
X Manufacturing
Regional Service
Other Basic Industry
Has any part of the project started? Yes X No
If yes, please explain.
Modernization of Existing Pearland Facility
Reg. Distribution Center
Reg. Entertainment Center
Briefly describe the proposed project for which assistance is being sought. (Include project facility size, infrastructure
iinprovements, proposed products /services, any new markets, etc.)
Merit Medical Systems, Inc. is considering the construction of a new facility at a yet to be determined location
in Texas to replace its aging facility located in Angleton, Texas. The facility will be responsible for the research,
development, and manufacturing of extrusion related products including catheters, sheaths, tubing, and other
extended product. In addition, the new facility will become and R &D center for the company and focus of the
development of new projects with a significant engineering knowledge base.
The investment will consist of a new 90,000 100,000 square foot, tilt -up facility located on no less than ten
acres of land. The anticipated investment for the land and facility will be approximately $10 -12 million. In
addition, new and existing machinery and equipment will be relocated from the existing facility resulting in an
additional increase in taxable value of approximately $3 -5 million.
The project will result in the immediate transfer of 160 jobs from the Angleton facility, growing to at least 221
new positions within five years. The anticipated annual payroll in Year 1 will be approximately $5.2 million,
growing to $8.3 million by Year 5. This does not include health benefits, company health savings account
contributions, nor 401k contributions.
Identify the Business' competitors. If any of these competitors have Pearland locations, please explain the nature of the
competition (e.g. competitive business segment, estimated market share, etc.) and explain what impact the proposed
project may have on the Pearland competitor.
Merit competes in several global markets, including diagnostic and interventional cardiology, interventional
radiology, vascular surgery, interventional nephrology, cardio thoracic surgery, interventional gastroenterology
and pulmonology, anesthesiology and pain management. These markets encompass a large number of
suppliers of varying sizes.
In the interventional cardiology and radiology markets, as well as the gastroenterology and pulmonology
markets, ]Merit competes with large international, multi- divisional medical supply companies such as Cordis
Corporation (Johnson Johnson), Boston Scientific Corporation, Medtronic, C.R. Bard, Abbott, Teleflex,
Cook and Terumo. Medium -size companies we compete with include AngioDynamics, Vascular Solutions, B.
Braun, Olympus, Navilyst, Edwards Lifescience, and ICU Medical.
The primary competitive embolotherapy product has been non spherical polyvinyl alcohol (or "PVA
particles, a product introduced into the market more than 20 years ago. Currently, the primary products with
which Merit's microspheres competes are spherical PVA, sold by Boston Scientific Corporation,
Biocompatibles and Terumo Corporation; Embozene sold by CeloNova Biosciences, Inc.; gel foam, sold by
Pfizer Inc.; and non spherical (particle) PVA, sold by Boston Scientific and Cook Incorporated. Merit's
principal competitors in UFE are Biocompatibles, Boston Scientific, Cook, Cordis Corporation, a Johnson
Johnson company, Pfizer and Temmo, as well as companies selling or developing non- emboiotherapy solutions
for UFE.
Will any of the current Pearland employees lose their jobs if this project does not proceed in Pearland? (Existing
Pearland Companies only) Yes No
if yes, please explain why and identify those jobs as "retained jobs" in the Project Jobs section.
N/A However, if it is determined that local governments are unable or unwilling to provide incentives
and /or abatements for the project, the existing Angleton, Texas operation will likely be consolidated to Salt
Lake City, Utah, resulting in a total loss of all 224 Texas positions,
is the Business actively considering locations outside of Pearland? X Yes No
if yes, where and what assistance is being offered?
Merit Medical is currently considering at least two other locations within Texas (outside of Pearland) and the
complete consolidation of the Texas operation into Merit's Utah operations. Merit currently has under
construction a new 260,000 square foot facility on its Utah campus which would easily accommodate the
Angleton operation. As part of the construction of this and another facility, the State of Utah has provided an
Economic Development Increment Financing Fund (EDTIF) award which allows Merit to have refunded 30%
of all incremental increases in employee withholding, state sales and use, and corporate income taxes over ten
years.
In addition, Merit has secured the aeation of an economic development area around its Utah campus will
allows Merit to retain 65 of the incremental increase in state and local property taxes.
Finally, under Merit's leadership, the State of Utah recently passed two pieces of legisla don designed to increase
investment from the life sciences industry. These include the most aggressive R &D tax credit which allows
companies to claim a 14.2% credit on all qualified R &D activities conducted within Utah, plus an additional 5%
credit for incremental increases in R &D activity, Second, just this year, the Utah Legislature passed a law
allowing companying to retain 100% of the incremental increases in withholding, state sales and use, and
corporate income taxes for three years following approval of a new project.
In short, Merit has in place significant incentives from the State of Utah under which lvfetit will benefit if the
Angleton operation was to he consolidated in to Utah.
Will any State or Federal Permits he needed for the project? Yes X No
If yes, please describe each and current time -frame for receiving each?
Will the project be seeking LEED certification? TBD
If yes, what level of certification is being sought?
Full-Tune CREAI'ED Jobs
(Add additional rows as needed)
Job Title /Classl5cation
Number of
CREAIED
Jobs
Startin Wage
Wage at End of
Year Three
Engineering
19
22.75
26.16
Maintenance
6
25.98
29.88
Labeling'
1
12.11
13.92
Purchasing
1
18.14
20.86
Operations
7
50.23
57.77
Planning
3
20.95
24.09
Production Supervisor
4
22.38
25.74
Production
69
10.38
11.93
Extrusion
31
12.13
13.95
Materials
3
7.90
9.08
Extrusion Supervisor
1
32.89
37.82
Quality
5
16.49
18.97
Documentation
2
19.57
22.50
QA Inspectors
3
10.67
12,27
QA Engineers
1
35.02
40.27
Accounting
2
19,86
22.84
ODD
1
19.50
22.42
MIS
1
22.60
25.99
Total CREATED Lobs
160
14.46
16.63
Project Jobs
List the jobs that will be created and /or retained as the result of this project. (A retained job is an existing job that would
be eliminated or moved to another location if the project does not proceed in Pearland.) For jobs to be created, include
the starting and final hourly wage rate. For retained jobs, include the current hourly wage rate,
Is the hourly wage rate based on a 40 hour work week, 52 weeks per year? X Yes No
If no please explain:
The project will immediately create 160 new positions within the City of Pearland. The number of positions
will grow to 221 by Year 5. The average starting wages listed above ale estimates and do not include other W2
income including bonuses, stock options, and contributions to employees health savings accounts, As a result,
the averages are very conservative.
In addition, over the next five years, the facility will be retooled to focus on higher margin, more
teclanologically advanced products. This effort will result in greater emphasis on professional level positions
inoluding engineering, operations, and extrusion.
Merit currently has a diverse workforce in Texas. Approximately 50 of Merit's existing workforce is non
Caucasian. This includes: Hispanic (60); Black (44); Asian (5); and Pacific Islander (1). Moreover, only 12% of
Merit's current workforce is male. The average tenure of the workforce is in excess of 15 years which provides
stability and speaks to the loyalty Merit employees have to the Company.
Merit's workforce is drawn from a number of surrounding communities, including Pearland. These
communities include: Angleton (92); Lake Jackson (33); Clute (26); Freeport (22); Brazoxia (11); Alvin (6);
Rosharon (6); West Columbia (5); Danbury (5); Houston (5); Sweeny (4); Pearland (4); and Manvel (2).
Merit Angleton has had a long tern commitment to develop and promote our personnel. All positions are
posted within and employees are encouraged to seek advancement. The primary development tool is one on
one training and mentoring. Employees are frequently given the opportunity to learn new areas of our
operations. In addition employees are often given the opportunity to utilize outside development programs.
Merit Medical Systems, Inc. is a growing company which will continue to invest in facilities, projects, and
employees. With the establishment of a facility in Pearland and with the capacity which will be built into the
project Merit will continue to develop, acquire, and transfer new product into the facility. This will provide
greater opportunity fox employees and additional tax resources to the surrounding community. In it nearly 25
year history, Merit bas grown every year. In the first quartet of 2011, Merit's core business grew by almost 17
Perhaps even more exciting is the significant growth we have seen in products produced in Texas. Merit's
catheter division is one of Merit's strongest performers, a testament to Merit's commitment to the product line
and the quality of the employees we have in Texas.
But Merit's commitment does not end with its employees. Merit is a strong support of communities in which
we have operations and employees. Merit annually contributes millions of dollars to organizations supporting
the ens, schools, and community non profits. We have opened our facilities to community events, sponsored
local community events, and even purchased equipment for local emergency services.
Tax Abatement Information
Description of eligible improvements (real property) to be constructed including fixed equipment fixed equipment,
buildings, parking lots, etc (Provide detail In attachment A6):
The investment will consist of a new 90,000 100,000 square foot, tilt -up facility located on no Less than ten
acres of and. The anticipated investment for the land and facility will be approximately $10 -12 million. In
addition, new and existing machinery and equipment will be relocated from the existing facility resulting in an
additional increase in taxable value of approximately $3 -5 million.
When relocated the Pearland facility will have over 1,000 additional pieces of machinery, equipment, molds,
dies, and office furniture and equipment from the Angleton site. The estimated acquisition value of this
equipment was approximately $9.9 million and the current, depreciated value is estimated at $5 million. This
includes over $1.5 million in new machinery and equipment which is scheduled to be purchased over the next
18 months.
For a complete listing of all the equipment and furnishings, please refer to the attached spreadsheet entitled
"Merit Angleton Assets by Class."
Description of ineligible property to be included in project, including inventory and personal property:
Inventory and non -fixed personal property.
The proposed reinvestment zone is located in:
County: Harris
Drainage District: Harris
School District: Harris ISD
College District: Houston Community College
Other Taxing Jurisdictions: Pearland City, Port of Houston; Harris Co. Hospital; Harris Co. Education Dept.;
and Spectrum Management Dist.
What is the parcel(s) tax identification number(s) Preliminarily, a part of 045- 180 000 -0001
Tax Abatement Requested: of eligible pro perty for a term of years (or)
requesting staggered tax abatement terms as follows:
100% for Years 1 -3; 75% for Year 4 -6; 501/4 for Years 7 -10.
By comparison, Utah's property tax rate fox all jurisdictions is 1.29860 per $100. In addition, Merit has in place
a economic development area around its facility which rebates 65% of the incremental increase in property
values back to Merit.
As a result, the proposed abatement will help Merit operation in Texas be more cost effective when compared
to Merit's Utah operations.
Is the applicant seeking a variance under Section 3 (f) of the Guidelines: Yes No X
If yes, attached required supplementary information in attachment A8.
Has company made application for abatement fox this project by another taxing jurisdiction or nearby counties:
Yes X No
If yes, provide dates of application, hearing dates, if held or scheduled, name of jurisdictions and contacts, and
letters of intent.
Merit Medical has in place tax incentives and property tax abatements in Utah under which this project would
qualify. The incentives were approved by the State of Utah on April 9, 2010 by the Governor's Office of
AMOUNTS BUDGETED
Use of Funds
Cost
Source
Commitment Status
Land Acquisition
$2,000,000
In -place financing
Available
Site Preparation
$250,000
In place financing
Available
Cost of Utilities to Site
100,000
In -place financing
Available
Building Acquisition
$3,500,000
Total of Pre existing Value
Building Construction
$8,750,000
s place financing
Available
Building Remodeling
Total Value of Pre existing and New Value
Machinery Equip.
$3,000,000
In -place financing
Available
Computer .Hardware
Computer Software
Furniture Fixtures
$250,000
In -place financing
Available
Working Capital
Moving Expenses
$250,000
In -place financing
Available
Job Training
TOTAL
$14,600,000
ACTUAL APPRAISED VALUE ON SITE
ESTIMATED VALUE OF NEW
VALUE ADDED
Land
$1,115
(est.)
Land
$1,115,150
Building and Improvements
$0
Building and Improvements
$8,750,000
Fixed Equipment
$0
Fixed Equipment
Ire5
Personal Property Inventory
$0
Petsonal Property Inventory
$3,500,000
Total of Pre existing Value
$0
Total of New Value Added
$18,365,150
Total Value of Pre existing and New Value
$1,115,150
Economic Development and total $4.3 million over ten year. In 2006, local taxing jurisdictions approved an
economic development area around Merit's Utah campus which totals $12.5 million over 15 years.
In addition, Merit is considering tax incentives to build a new facilities on Merit's existing 20 acre property in
Angleton, Texas.
o fion E 'mares
Commencement Date: 9 /1/2011 If Modernization N/A
Construction Man Years: 12 mnths Estimated Economic Life of Existing Plant in years: N/A
Completion Date: 9/1/2012 Added Economic Life from Modernization in years: N/A
Peak Construction Jobs: U/K
Project Budget
Does the Business plan to lease, the facility? Yes X No.
If yes, please provide the Annual Base Rent Payment (lease payment minus property taxes, insurance, and
operating /maintenance expenses) and the length of the lease agreement.
Financial assistance is need- based, please explain why assistance is needed:
Ite
Merit Medical is currently considering other locations for the operation, As noted earlier, Merit currently has
under constmcdon a new 260,000 square foot facility on its Urah campus which would easily accommodate the
Angleton operation and state and local grants are in place under which Merit will benefit from the relocation,
Finally, due to the cost structure in Texas which is considerably higher than in Utah, in order for the Angleton
operation to be cost effective, incentives and /or abatements will be requited. The facility is transitioring to a
higher margin product line which will help the facility be competitive with other Merit facilities. However, the
process is a multi-year project in which up -front, short-term incentives are needed to offset the transition costs.
In short, Merit has in place incentives from the State of Utah under which Merit will benefit if the
Angleton operation was to be consolidated in to Utah.
Any recipient of tax abatement is expected to pro security to the City. The security will be exercised, when
necessary, due to non- performance. In addition to a lien and /or mortgage, personal guarantees are expected fox
businesses not publicly traded, and corporate guarantees are expected when the business recipient has a parent (or
holding) company. What security will be offered to secure financial assistance and describe what seniority or position
the City will have on any lien or mortgage?
Promissory note, Letter of Credit, or other personal property of real property assets.
.Attachments
Please attach the following documents:
Al Completed Economic Impact Data Sheet (If requested)
A2 Business Plan (If requested)
A3 Copy of the most recent payroll report for one pay period must be in Excel format and include the following
information:
Company name, date of payroll and source of payroll information
Employee name and /or employee identification: number
Current hourly wage do not include bonuses of other benefit values
Indicate if the employee is full time (40 hours per week, 52 weeks per year) or part time.
A4 Financial lnfoxma bon
Audited profit and loss statements and balance sheets fox past three year -ends,
Current YID profit and loss statement and balance sheet; and
Schedule of aged accounts receivable;
Schedule of aged accounts payable; and
Schedule of debts.
AS Map showing boundaries of proposed site.
AG Statement explaining general nature and extent of the project, describing existing site and improvements;
describe all proposed improvements and provide a list of all improvements and equipment for which
abatement s requested.
A7 Proposed timeline fox undertaking and completing the planned implements.
AS Variance Request (if applicable)
Certification Release of Information
I hereby give permission to the City of Pearland and the Pearland Economic Development Corporation (PEDC) to
research the Business' history, make credit checks, contact the Business' financial institutions, insurance carriers, and
perform other related activities necessary for reasonable evaluation of this application
I understand that all information submitted to the City and PEDC related to this application is subject to Texas Public
Information Act.
I understand this apphca lion is subject to final approval by the City of Pearland City Council and the Project may not be
initiated until final approval is secured.
I understand that the City reserves the right to negotiate the financial assistance. Furthermore, I am aware that tax
abatement is not available until an agreement is executed within a reasonable time period following approval.
I certify the Business has not, within the last five years, been cited or convicted for violating any state or federal statutes,
rules, and regulations, including environmental, worker safety and immigration regulations, or, if such violations have
occurred, that there were mitigating circumstances or such violations did not seriously affect public health or safety or
the environment.
I hereby certify that all representations, warranties, or statements made or furnished to the City and PEDC in
connection with this application are true and correct in all material respect. I understand that it is a violation under Texas
law to engage in deception and knowingly make, or cause to be made, directly or indirectly, a false statement in writing
for the purpose of procuring economic development assistance.
For the-Bits'
Sigeatur
Name an Ti e ((typed or printed) a
EXHIBIT "C"
FORM OF ANNUAL EMPLOYMENT COMPLIANCE VERIFICATION
ECONOMIC DEVELOPMENT CORPORATION
CITY OF PEARLAND
TAX ABATEMENT ANNUAL INVESTMENT AND EMPLOYMENT
COMPLIANCE VERIFICATION
Verification should be submitted to the Pearland Economic Development Corporation President, 1200 Pearland
Parkway, Suite 200, Pearland, Texas 77581, 281.997.3000 wWW.peadandedc.cotn. Please attach exhibits and additional
information.
Company Information
Name of Business: Date:
.Address:
City: State: Zip:
Contact Person: Title:
Phone: Fax: Email:
Annual Compliance Verification
Please check the box that applies:
First Time Filing
Subsequent Filing
If subsequent, date last compliance submitted:
Report Covers Period: Begin Date: End Date:
This is compliance of
TAXABLE VALUE ON SITE
20_ ORIGINAL
BASE VALUE
TAX
YEAR 20_
TOTAL INCREASE
OVER 20 BASE
Land
Building and Improvements
Fixed Equipment
Personal Property
Inventory
Total Value
Employment- Position Information
All positions must be full-time (2,000 hours or more annually) and permanent with the Company.
1. Total Number of Employment Positions Reported (previously certified and new):
2. Total Number of Employment Positions Previously Certified:
3. Total Number of New Employment Positions Submitted for Certification (line 1 line 2):
4. Total Payroll for all Employment Positions Reported this Claim Period:
5. Average annual gross compensation at this Company /Project Facility (line 3 /1ine 4):
Did the Company meet the `Job Target" for this reporting period? Yes No
If no, please explain why:
Does the Company provide medical and dental benefits to all employees? Yes No
Investment Information
1. Total new value previously certified:
2. Total new value submitted for certification this claim period:
3. Total value reported (previously certified and new line 1 and 2):
Generally describe the improvements existing as of December 31 of the preceding year?
Did the Company install or construct all improvements before the Improvements Completion Date? Yes No
If no, please explain why:
Please attach the Business Personal Property Rendition form submitted to the Appraisal District
2
Attachments
Please attach the following documents:
Al Employment Verification
A2 Certified copy of the appraised and settled value of the Improvements as shown by the appropriate Central Appraisal
District supported by all correspondence, renditions, appeals or contests and settlement of appraised value and shall
provide appropriate back -up data for the Improvements exclusive of other investments made at the Premises.
A3 Business Personal Property Rendition of Taxable Property Form
Certification
I certify the appraised value of the improvements as defined in our agreement with the City of Pearland.
I certify the Business has not, within the reporting period, been cited or convicted for violating any state or federal
statutes, rules, and regulations, including environmental, worker safety and immigration regulations
Under penalty of perjury, I declare that the information in this document and any attachments are true and correct to the
best of my knowledge and belief.
For the Business:
Signature Date
Name and Title (typed or printed)
3
Job No.
Position Title
Social
Employee
Wages
Hours
Date Hired to
City of
Security
Name
During Claim
Worked
Position /Date
Pearland
Number
Period
During Claim
Left Position
Resident
Period
ANNUAL EMPLOYMENT COMPLIANCE VERIFICATION
Job Certification Period: January 1,
ABC Company
114 Oak Drive
Bluebonnet, Texas 77777
PREVIOUSLY CERTIFIED JOBS (updated):
001 Division Dennis
Director Director
002 Office
Manager
002A
NEW JOBS THIS CERTIFICATION:
003 Sales
Manager
004 Print Shop Adam
Manager Typeset
TOTAL OF JOBS ON THIS PAGE 4
PAGE 1 of 1
TOTAL OF JOBS ON THIS CLAIM 4
ABC Company, Inc.
Project Approved: 10/23/98
2000 through December 31, 2000
Mary Worker $15,236
Lindsey
Sellsmith
Delores
Incharge
Total Jobs Created: 4
Total Payroll: #,#f
Vacant Positions: 0
4
$68,987 2,318
$12,008
09/01/98 to
Present
1,200 01/15/98 to
8/31//98
900 9/1/98 to
Present
$29,695 2,080 09/01/99 to
Present
$32,450 2,056 09/01/99 to
Present
N
Y
Y
N
Y