R-2013-152-2013-10-14RESOLUTION NO. R2013-152
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 14th day of October, A.D., 2013.
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APPROVED AS TO FORM:
ra,.,
DARRIN M. COKER
CITY ATTORNEY
TOM REID
MAYOR
Resolution No. R2013-152
Exhibit "A"
SECOND 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 December 31, 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 September 30, 2014;
2) Employment Positions 175 total by March 1, 2015;
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
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.
1
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 day of N.bU€.yy1\AeV , 2013.
ATTEST:
By.
ng L
Secretary
APPROVED AS TO FORM:
By.
.-h
Darrin M. Coker
City Attorney
By:
CITY
ifj0
Bi 1 Eisen
City Manager
COMPANY: MERIT MEDICAL
SYSTEMS,INC.
By:
2
K; t Stang -r
Chief Financial Officer
RESOLUTION NO. R2013-152
Exhibit "B"
SECOND AMENDMENT TO
LOAN AGREEMENT
This Amendment (hereinafter "Amendment") is made between the PEARLAND
ECONOMIC DEVELOPMENT CORPORATION (hereinafter "PEDC"), and MERIT
MEDICAL SYSTEMS, INC (hereinafter "Borrower") to amend that contract (the "Contract")
between the PEDC and the Borrower, attached hereto as Exhibit "A."
WHEREAS, Borrower has agreed to make a minimum capital investment of
fourteen million six hundred thousand and No/100 Dollars ($14,600,000.00)
within the City of Pearland, Texas, and this amount includes all costs and expenses of
the construction of a building for Borrower's manufacturing and research &
development facility located on the Property, which will be leased by Borrower; all
costs and expenses incurred in connection with the acquisition of the real estate; all
costs and expenses incurred in connection with the acquisition of the business
personal property to be located on the Property; and
1. Amended Terms. The City and the Borrower hereby agree that the Contract is amended
as follows:
A. Section 4(a) Certificate of Occupancy. Borrower covenants and agrees to obtain
or cause to be obtained a Final Certificate of Occupancy from the City for a
minimum of 87,500 gross square foot facility located on the Property by March 31,
2014 (as such date may be extended in accordance with the provisions of Section 12
(k) contained herein).
B. Section 4(b) Operate Manufacturing and Research & Development Facility.
Borrower covenants and agrees that by March 31, 2014 ( as such date may be
extended in accordance with Section 12 (k) contained herein), and during the Term
of this Agreement, to maintain and operate a minimum 87,500 gross square foot
manufacturing and research & development facility located on the Property.
C. Section 4(c) Annual Compliance Verification. Borrower covenants and agrees that
within 90 days of January 1, 2015 and during the Term of this Agreement, Borrower
shall deliver to Lender the initial annual compliance verification signed by a duly
authorized representative of Borrower that shall certify a minimum number of Full -
Time Employment Positions, and shall disclose and certify the wage, and hours
worked for all Full -Time Employment Positions (the "Annual Compliance
Verification"). Borrower covenants and agrees during the Term of this Agreement,
there will be a total of seven (7) Annual Compliance Verifications due and submitted
to the Lender within 90 days of January 1 of each year during the Term of this
Agreement, covering jobs created and maintained during the Term of this
Agreement. All Annual Compliance Verifications shall be in the form substantially
similar to the form attached hereto as Exhibit B of this Agreement, and shall provide
back-up data for the Full -Time Employment Position numbers provided, which may
include quarterly IRS 941 returns, or Texas Workforce Commission Employer
Quarterly Reports.
D. Section 4(d) Job Creation and Retention. The first sentence of Section 4(d) shall
read as follows: Borrower covenants and agrees by September 30, 2014(as such date
may be extended in accordance with Section 12 (k) contained herein), and during the
Term of this Agreement the Borrower or related entity of Borrower, will employ a
minimum of one hundred sixty (160) Full -Time Equivalent Employment Positions
working at the Property.
Table 4-1 of Section 4(d) shall read as follows:
Due Date:
Minimum Number of
Full -Time Employment
Positions:
Financial
Assistance Provided:
September 30, 2014
160
$620,000.00
*Paid upon issuance of
Final Certificate of
Occupancy
E. Section 4(e) Request for Qualified Expenditures Made to Property. Borrower
covenants and agrees to submit to Lender by March 31, 2014, invoices, receipts or
other documentation acceptable to Lender for Qualified Expenditures made to the
Property in a reimbursable amount not to exceed One hundred thirty-eight
thousand and No/100 Dollars ($138,000.00).
F. Section 7(d) Job Creation Retention. Failure of Borrower to employ and maintain
a minimum of ninety percent (90%) of the Full -Time Employment Positions plus
any Additional Full -Time Employment Positions working at the Property for which
funds have been advanced consistent with Section 4(d) of this Agreement is an
Event of Default.
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 day of NcAlf M Y , 2013.
BORROWER:
MERIT MEDICAL SYSTEMS, INC.,
A Utah Corporation,
By:lam'
nt Stanger 1,51
Title: Chief Financial Officer
Date Signed:
PEDC:
PEARLAND ECONOMIC DEVELOPMENT
CORPORATION,
a Texas non-profit corporation
By:
Matt Buchanan
Title: President
Date Signed: NhnievvviOeV 21, 703
ATTEST:
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