R-2013-020-2013-02-11RESOLUTION NO. R2013-20
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, APPROVING CONTRACT AMENDMENTS WITH MERIT MEDICAL
SYSTEMS, INC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Tax Abatement Agreement Amendment between the City
and Merit Medical Systems, 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 the Tax Abatement Agreement Amendment between the
City and Merit Medical Systems, Inc.
Section 3. That certain Loan Agreement Amendment between the Pearland
Economic Development Corporation and Merit Medical Systems, Inc., a copy of which is
attached hereto as Exhibit "B" and made part hereof for all purposes is hereby authorized.
PASSED, APPROVED and ADOPTED this the 11th d bruary, A.D., 2013.
oY34 th
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOM REID
MAYOR
Resolution No. R2013-20
Exhibit "A"
AMENDMENT TO
TAX ABATEMENT AGREEMENT
This Amendment (hereinafter "Amendment") is made between the CITY OF
PEARLAND (hereinafter "City"), and MERIT MEDICAL SYSTEMS, INC (hereinafter
"Company") to amend that Tax Abatement Agreement (the "Agreement") between the City and
the Company, attached hereto as Exhibit "A."
1. Amended Terms. The City and the Company hereby agree that the Agreement is
amended as follows:
A. Section 4(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 October 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. Section 4(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 March 1, 2014;
2) Employment Positions 175 total by Septemberl, 2014;
3) Employment Positions 200 total by September 1, 2015;
4) Employment Positions 210 total by September 1, 2016;
5) Employment Positions 221 total by September 1, 2017.
Company shall demonstrate compliance with this Section by maintaining a minimum
of ninety (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
1
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. Section 7 Annual Compliance Verification. The first paragraph of Section 7
shall read as follows: No later than 90 days after December 31, 2014, 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:
2. Contract to Remain in Force. Other than the provisions of the Contract expressly
amended herein, the Contract shall remain in full force and its enforceability shall be
unaffected by this Amendment.
EXECUTED and EFFECTIVE as of the 11 th day of February , 2013.
ATTEST:
By:
ng L ; ';: '
Secreta:'`
APPROVED AS TO FO
By:
Darrin M. Coker
City Attorney
By:
CITY
Bill isen
City Manager
COMPANY: MERIT MEDICAL
SYSTEMS,INC.
By:
2
Ke Stanger
Chief Financial Officer
ASSIGNMENT AND ASSUMPTION OP TAX ABATEIVIENT AGREEMENT (CIT'U
This Assignment and Assumption of Tax Abatement Agreement ("Assignment") is enter ed into
as of the 24 day of August, 2021 between SE Pearland DTA, LLC, as Discretionary Trust Administrator
of SE PEARLAND, DST, a Delaware statutory trust ("Assignor"), and CX TEXAS INDUSTRIAL,
)ST, a Delaware statutory trust ("Assignee" ).
1:7�L�1YlI:\Il.`J
A. Reference is hereby made to that certain Tax Abatement Agreement dated as of Tiny 20,
20I I and amended on February 11, 2013 and November 1, 2013 by and between Merit Medical Systems,
Ina ("Merit") and the City of Pearland (the "Contract"), attached hereto as Exbibit A. All capitalized
terms not otherwise defined herein shall have the meanings set forth in the Contract.
$. Merit assigned all of its rights and interest to any abated taxes under the Contract to
Woodbury Strategic Partners Fund, L.P., as agent for Pearland Medical L.L.C., a Utah limited liability
company ("Pearland"), predecessor in interest to Assignor, by way of an Assignment and Assumption
Agreement dated October 14, 2013. Pearland then assigned the Agreement to Assignor on or about June
26, 20176
C. Assignor desires to assign to Assignee all of Assignor's right, title and interest, to any
abated taxes under the Contract, and Assignee desires to accept the assigrmient thereof, however Merit
retains its obligations under the Contract and Merit shall remain a party to the Contract with respect to the
obligations to perform thereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Assignment. Assignor hereby tu•ansfers, assigns and conveys to Assignee all of its rights and
interest to a Iy abated taxes under the Contract.
2. Assumption. Assignee hereby assumes all of the. terms and provisions under the Contract with
respect to receiving the rights to any abated taxes under the Conhact; and Merit shall continue to be a
party to the Contract and shall be responsible for the obligations under the Contract.
3. Miscellaneous. This Assignment shall be bindnng on and shall inure to the benefit of Assignor
and Assignee and their respective legal representatives, heirs, successors and assigurs. This Assignment
may be executed in counterparts, and as so executed shall constitute one and the same agreement and
facsimile or electronic signatures (i.e., PDF) shall be considered binding.
[Signatza•es begin on nextpage]
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IN WITNESS wHEREOF, the parties hereto have executed this Assignment and Assumption of
Fax Abatement Agreement (County) as of the date first set forth above,
ASSIGNOR:
SE PEARLAND, DST,
a Delaware statutory trust
By: SE PearIand DTA, LLC,
its Discretionary TrVN Adm
By:
Kaplan, its Manager
[Assignee's signatures begin on next page]
ASSIGNEE:
CX TEXAS INDUSTRIAL, DST,
a Delaware statutory trust
By: CX Texas Indust7•ial Manager, LLC, a
Delaware limitedability company, its
�.obert Dallas '
Vice President
[Srgnatine page to Assignment and Assztnzption of Tax Abatement Agr•eenzent (City)]
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ACKNOWLEDGMENT OF CITY OP PEARLAND
DATED AS OF D 5���, 2021
By:
Name:
Title:
[Czty Acknowledgement page to Assignment and Assumption of Tax Abatement Agreement (City)]
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