Contract - Singulex Inc., dba Veridia Diagnostics and RRTED Corp - 1/25/2018 a
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
T is Economic Development Program Agreement ("Agreement") is entered into this day of
201$by and between the City of Round Rock, Texas, a Texas home rule
municipal corp ration("City"), the Round Rock Transportation and Economic Development
Corporation, a "Type B corporation" created under the authority of Chapter 501, Texas Local
Government Code, ("TEDCO") and Singulex Inc., d/b/a Veridia Diagnostics, a Delaware
Corporation("Veridia").
WHEREAS, the City has adopted Resolution NoJ--2aL4t5attached as Exhibit A ("City
Resolution"), establishing an economic development program and authorizing the Mayor to
enter into this Agreement with Veridia in recognition of the positive economic benefits to the
City through Veridia's intention to (i) lease a facility in the City ("Facility"), (ii) create at least
100 new jobs within 5 years, and(iii) invest at least$250,000 in the Facility; and
WHEREAS, the purpose of this Agreement is to promote economic development as
contemplated by Chapter 380 of the Texas Local Government Code whereby Singulex intends to
accomplish the foregoing; and
WHEREAS, the City and TEDCO agree to provide performance-based Economic Incentive
Payments("EIP's") (as defined below);
NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
City, TEDCO and Singulex agree as follows:
1. Authority. The City's execution of this Agreement is authorized by Chapter 380 of the
Texas Local Government Code, and the City Resolution, and constitutes a valid and
binding obligation of the City in the event Veridia proceeds with the lease, improvement,
occupation, and staffing of the Facility. TEDCO's execution of this Agreement is
authorized by §505.102 of the Texas Local Government Code. The City and TEDCO
acknowledge that Veridia is acting in reliance upon the City's and TEDCO's performance
of their obligations under this Agreement in making its decision to commit substantial
resources and money to lease, improve, and occupy the Facility.
2. Definitions.
2.1. "Economic Incentive Payment(s)" ("EIPs") means the amount paid by the City
and/or TEDCO to Veridia under the Program.
2.2. "Effective Date" is the date this Agreement is executed to be effective by the City
and Veridia.
2.3. "Facility" means the building located at 106 East Old Settlers Blvd., Round
Rock, Texas, 78664.
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2.4. "Full Time Equivalent Employee" ("FTE") means a combination of employees,
each of whom individually is not a full-time employee because they are not
employed on average at least 35 hours per week, but who, in combination, are
counted as the equivalent of a full-time employee. FTE's shall include original
hires or their replacements over time.
2.5 "Program" means the economic development program established by the City
pursuant to Chapter 380 of the Texas Local Government Code and under the City
Resolution to promote local economic development and stimulate business and
commercial activity within the City.
2.6. "Recapture Liability" means the total amount of all EIP's that are paid as result
of this Agreement that are subject to recapture by the City and/or TEDCO from
Veridia in the event of a Veridia default.
3. Intention of Parties. The City Council of Round Rock has previously determined that
one of its priority goals is to encourage economic development within the City. To
further this goal, the City is willing to provide EIP's to assist Veridia in the leasing and
improving of the Facility.
4. Term. This Agreement shall become enforceable upon its Effective Date and shall
terminate on December 31, 2022.
5. Rights and Obligations of Veridia.
5.1. Lease. Veridia intends to lease the Facility.
5.2. 'Investment. Veridia intends to invest at least $250,000 in improvements to the
Facility. Veridia agrees to provide the City with documentation that shows proof
that this obligation has been satisfied, and the City shall have the right to audit
Veridia' s records to verify same.
5.3. Jobs. Veridia agrees to employ at least 100 full-time employees and/or FTE's,
which may include transfers from Veridia' s California headquarters, within five
years of occupying the Facility, in accordance with the schedule set forth below.
As used in the below schedule "jobs" shall include full-time employees and/or
FTE's. "Year 1" shall mean the calendar year following Veridia' s occupancy of
the Facility.
Year Retained Jobs New Jobs Total Jobs
Year 1, 2018 0 60 60
Year 2, 2019 60 10 70
Year 3, 2020 70 10 80
Year 4, 2021 80 10 90
Year 5, 2022 90 10 100
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5.4 Job Compliance Affidavit. On or before March 1 following each calendar year
of this Agreement, Veridia agrees to provide to the City a Job Compliance
Affidavit, a copy of such Job Compliance Affidavit being attached hereto as
Exhibit B. City shall have the right, following reasonable advance notice to
Veridia, to audit Veridia's records to verify that this obligation has been
satisfied.
5.5 Compliance with regulations. Veridia agrees that it will comply with the City's
development approval processes, and shall construct and install the improvements
and lease and operate the Facility consistent with City ordinances, development
regulations and legal requirements.
5.6 Clawback. In the event that Veridia fails to comply with any of the actions as
described in Section 5.1 through 5.5 above, Veridia will immediately pay to the
City an amount equal to, but not to exceed, the Recapture Liability.
6. Economic Incentive Payments. In consideration of Veridia' s compliance with this
Agreement, the City and TEDCO agree as follows:
6.1. Schedule for EIPs. City and/or TEDCO shall, subject to Veridia's satisfaction of
its obligations set forth herein, make EIPs to Veridia as set forth herein. The EIP's
shall be made in annual payments on or before April 1 of each year. "Year 1"
shall be the calendar year following Veridia's occupancy of the Facility. The
amount of the EIP's shall be as follows:
Year Amount of EIP
Year 2019 $1259000.00
Year 2020 $12500.00
6.2. EIP Subject to Future Appropriations. This Agreement shall not be construed as a
commitment, issue or obligation of any specific taxes or tax revenues for payment
to Veridia. The EIPs by the City and/or TEDCO under this Agreement are subject
to the City's and TEDCO's appropriation of funds for such payments in the
budget year for which they are made. The EIPs to be made to Veridia, if paid,
shall be made solely from annual appropriations from the general funds of the
City and/or TEDCO or from such other funds of the City or TEDCO as may be
legally set aside for the implementation of Article III, Section 52a of the Texas
Constitution or Chapter 380 of the Local Government Code or any other
economic development or financing program authorized by statute or home rule
powers of the City and/or TEDCO under applicable Texas law, subject to any
applicable limitations or procedural requirements. In the event that the City and/or
TEDCO do not appropriate funds in any fiscal year for the EIP due under this
Agreement, such failure shall not be considered a default under Section 7.3, and
the City and/or TEDCO shall not be liable to Veridia for such EIP, however, the
City and TEDCO shall extend this Agreement for another year(s), until Veridia
has received all of the EIPs provided for herein. In addition, Veridia shall have the
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right but not the obligation to rescind this Agreement. To the extent there is a
conflict between this paragraph and any other language or covenant in this
Agreement, this paragraph shall control.
6.3. EIP Recapture. In the event the City and/or TEDCO terminate this Agreement as
a result of Veridia's default, the City and/or TEDCO may recapture and collect
from Veridia the Recapture Liability. Veridia shall pay to the City and/or
TEDCO the Recapture Liability within thirty (30) days after the City makes
demand for same, subject to any and all lawful offsets, settlements, deduction, or
credits to which Veridia may be entitled. Notwithstanding anything herein to the
contrary, such Recapture Liability shall not exceed, in the aggregate, an amount
equal to all EIPs that were paid pursuant to this Agreement from the Effective
Date to the date of termination(together with interest thereon to be charged at the
statutory rate for delinquent taxes as determined by Section 33.01 of the Property
Tax Code of the State of Texas, but without the addition of a penalty). The City
shall have all remedies for the collection of the Recapture Liability as provided
generally in the Tax Code for the collection of delinquent property taxes.
7. Miscellaneous.
7.1. Mutual Assistance. The City and Veridia will do all things reasonably necessary
or appropriate to carry out the terms and provisions of this Agreement.
7.2. Representations and Warranties. The City represents and warrants to Veridia that
the Program and this Agreement are within its authority, and that it is duly
authorized and empowered to establish the Program and enter into this
Agreement, unless otherwise ordered by a court of competent jurisdiction. Veridia
represents and warrants to the City that it has the requisite authority to enter into
this Agreement.
7.3. Default. If either the City or Veridia should default in the performance of any
obligations of this Agreement, the other party shall provide such defaulting party
such default,prior to instituting an action for breach or pursuing any other remedy
for default. If the City remains in default after notice and opportunity to cure,
Veridia shall have the right to pursue any remedy at law or in equity for the City's
breach. If Veridia remains in default after notice and opportunity to cure, City
shall have the right to pursue any remedy at law or in equity for Veridia' s breach,
but only up to an amount equal to the Waived Fees.
7.4. Attorney's Fees. In the event any legal action or proceeding is commenced in a
court of competent jurisdiction between the City and Veridia to enforce
provisions of this Agreement and recover damages for breach, the prevailing party
in such legal action shall be entitled to recover its reasonable attorney's fees and
expenses incurred by reason of such action, to the extent allowed by law.
7.5. Entire Agreement. This Agreement contains the entire agreement between the
parties. This Agreement may only be amended, altered or revoked by written
instrument signed by the City and Veridia.
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7.6. BindingEffect.ffect. This Agreement shall be binding on and inure to the benefit of the
parties, their respective successors and assigns.
7.7. Assignment. Veridia may not assign all or part of its rights and obligations to a
third party without the express written consent of the City provided, however, that
this Agreement may be assigned by either party without the consent of the other
to an affiliate or to any third party who succeeds to substantially all of its business
or assets.
7.8. Amendment. This Agreement may be amended by the mutual written agreement
of the parties.
7.9. Termination. In the event Veridia elects not to lease the Facility or install the
improvements as contemplated by this Agreement, Veridia shall notify the City in
writing, and this Agreement and the obligations on the part of both parties shall be
deemed terminated and of no further force or effect.
7.10. Notice. Any notice and or statement required and permitted to be delivered shall
be deemed delivered by actual delivery, facsimile with receipt of confirmation, or
by depositing the same in the United States mail, certified with return receipt
requested, postage prepaid, addressed to the appropriate party at the following
addresses:
If to City: City of Round Rock
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager
Phone: (512) 218-5400
Email: lhadley(&roundrocktexas.gov
With a required copy to:
Sheets & Crossfield
309 E. Main Street
Round Rock, TX 78664
Attn: Stephan L. Sheets
Phone: (512) 255-8877
Email: steve(&,,scrrlaw.com
If to Veridia:
Singulex Inc.
1701 Harbor Bay Parkway, Suite 200
Alameda, CA 94502
Attn: Kofi Acquaah-Arhin
Phone: (510) 995-9083
Email: mailto:K.Acquaah-Arhin(asingulex.com
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With a required copy to:
Veridia Diagnostics
1701 Harbor Bay Parkway, Suite 200
Alameda, CA 94502
Attn: Bob Brousseau
Phone: 214.938.1054
Email: b.brousseau(&,veridiadiagnostics.com
Either party may designate a different address at any time upon written notice to
the other party.
7.11. Applicable Law. This Agreement is made, and shall be construed and interpreted,
under the laws of the State of Texas and venue shall lie in Williamson County,
Texas.
7.12. Severability. In the event any provisions of this Agreement are illegal, invalid or
unenforceable under present or future laws, and in that event, it is the intention of
the parties that the remainder of this Agreement shall not be affected. It is also the
intention of the parties of this Agreement that in lieu of each clause and provision
that is found to be illegal, invalid or unenforceable, a provision be added to this
Agreement which is legal, valid or enforceable and is as similar in terms as
possible to the provision found to be illegal, invalid or unenforceable.
7.13. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the
various and several paragraphs.
7.14. No Third-Party Beneficiaries. This Agreement is not intended to confer any
rights,privileges or causes of action upon any third party.
7.15. Force Majeure. Except as otherwise provided herein, an equitable adjustment
shall be made for delay or failure in performing if such delay or failure is caused,
prevented, or restricted by conditions beyond that Party's reasonable control (a
'force majeure event"). A force majeure event for the purposes of this Agreement
shall include, but not be limited to, acts of God, fire; explosion, vandalism; storm
or similar occurrences; orders or acts of military or civil authority; litigation;
changes in law, rules, or regulations outside the control of the affected Party;
national emergencies or insurrections; riots; acts of terrorism; or supplier failures,
shortages or breach or delay. Except as otherwise expressly provided, herein,
there shall be an equitable adjustment allowed for performance under this
Agreement as the result of any event of force majeure.
7.16. No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create any partnership or
joint venture among the parties. The City, its past, present and future officers,
elected officials, employees and agents of the City, do not assume any
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responsibilities or liabilities to any third party in connection with the development
of the Facility or the design, construction or operation of any portion of the
Facility.
EXECUTED to be effective as of the 20-day
lday of , 2018.
CITY OF ROUND ROCK, TEXAS
By: _ A /
CraigM rgan, or
APP VED as to rm:
Steph L. Sheets, City A orney
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORP.
By:
_ //41 M z
Craig organ, P e ident
SINGULEX INC.
d/b/a Veridia Diagnostics
BY L'
&tU id o Batt,1�er, its n
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EXHIBIT "A"
RESOLUTION NO. R-
WHEREAS, the City Council has determined that one of its priority goals is to encourage economic
development within the city of Round Rock; and
WHEREAS, Singulex Inc. d/b/a Veridia Diagnostics ("Veridia") has expressed an interest in
leasing a building located at 106 E. Old Settlers Blvd., Round Rock(the"Facility"); and
WHEREAS, the Council wishes to promote economic development as contemplated by Chapter
380 of the Texas Local Government Code whereby Singulex will lease and improve the Facility;
and
WHEREAS, Veridia intends to add at least 100 employees within five years of the occupancy of
the Facility;
WHEREAS, §380.001 Local Government Code provides that a municipality may establish an
economic development program ("Program") to promote local economic development and to
stimulate business and commercial activity in the municipality, and
WHEREAS, the City Council has determined that the Program described in Exhibit "A" will
encourage economic development within the City and will also meet the goals set forth in said
§380.001
NOW THEREFORE
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the City offers to Veridia a §380.001 Program whereby the City will grant certain
Economic Incentive Payments ("EIP's"), and
BE IT FURTHER RESOLVED
That the offer of the Program shall be as generally outlined in Exhibit "A" attached hereto
and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place
and subject of the meeting at which this Resolution was adopted was posted and that such
meeting was open to the public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted upon, all as required by
the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
RESOLVED this day of 72018.
CRAIG MORGAN, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
EXHIBIT A TO RESOLUTION
ECONOMIC DEVELOPMENT PROGRAM
The terms of the §380.001 Economic Development Program to be offered to Veridia in
exchange for Veridia's lease of a building located at 106 East Old Settlers Blvd, Round Rock,
Texas, 78664 are as generally outlined below:
1. Veridia's intentions and obligations:
1.1. Lease. Veridia intends to lease and occupy the building located at 106 East Old
Settlers Blvd, Round Rock, Texas.
1.2. Investment. Veridia intends to invest at least $250,000.00 in the improvement of
the Facility.
1.3. Jobs. Veridia intends to create at least 100 new jobs within five years of its
occupancy of the Facility.
1.4. Compliance with regulations. Veridia agrees that it will comply with the City's
development approval processes and shall construct and install the improvements
and lease and operate the Facility consistent with City ordinances, development
regulations and requirements.
2. City's obligations:
2.1. Economic Incentive Payments. In consideration of Veridia's compliance with the
aforesaid intentions, the City agrees to grant Economic Incentive Payments to
Veridia in the amount of$250,000.
3. The terms and provisions of this Program will be set out in more detail in the Economic
Development Program Agreement of even date herewith.
EXHIBIT B
JOB COMPLIANCE AFFIDAVIT
BEFORE ME, THE UNDERSIGNED AUTHORITY, ON THIS DAY PERSONALLY
APPEARED (NAME) , KNOWN TO ME TO BE
THE PERSON WHOSE NAME IS SUBSCRIBED BELOW AND AFTER HAVING BEEN
DULY SWORN, ON HIS/HER OATH STATED AS FOLLOWS:
1. "MY NAME IS . I AM OVER THE AGE OF 21
YEARS AND AM CAPABLE OF MAKING THIS AFFIDAVIT. THE FACTS STATED IN
THIS AFFIDAVIT ARE WITHIN MY PERSONAL KNOWLEDGE AND ARE TRUE AND
CORRECT.
2. "I AM THE (TITLE) OF VERIDIA
DIAGNOSTICS, AND I AM DULY AUTHORIZED TO MAKE THIS AFFIDAVIT.
3. "AS OF DECEMBER 31, 20 , VERIDIA DIAGNOSTICS HAD THE FOLLOWING
JOB POSITIONS:
EMPLOYEE ID NO. JOB POSITION OR TITLE
EMPLOYEE ID NO. JOB POSITION OR TITLE
TOTAL JOBS
DATED THIS DAY OF , 20
(PRINTED NAME)
(TITLE)
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS THE DAY OF
20
NOTARY PUBLIC, STATE OF TEXAS
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties, OFFICE USE ONLY
Complete Nos,1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-303501 j
Singulex Inc.,Dba Veridia Diagnostics
Round Rock,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01118/2018
being filed. j
City of Round Rock Date Acknowledged:
i
i
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Veridia Diagnostics
Laboratory Services ,
4 Nature of interest I
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling intermediary ,
Stene, Mark Round Rock,TX United States X
I
Brousseau,Bob Round Rock,TX United States X
OrbiMed Private Investments III,LP Alameda,CA United States X
I�
Fisk Johnson Lifetime Investments Alameda,CA United States X
Grifols Diagnostics Solutions, Inc. Alameda,CA United States X
i
I
i
5 Check only if there is NO Interested party, a
Q
6 UNSWORN DECLARATION
My name is � 0 �- t;.l yr �f.rr�r , and my date of birth is 12
My address isf l� �� S !l��/� � LL' 77661',
(street) (city) (state) (zip code) (country)
declare under
penalty of perjury that the foregoing is true and correct.
Executed in 70'd County, State of 7*1'`", ,on the Aday of � ,20-a.
(month) (year)
Ignature of author] ed ag nt of contracting business entity
(Decl rant)
Forms provided by Texas Ethics Commission www.ethics.stateAx.us Version V1,0.3337
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-303501
Singulex Inc., Dba Veridia Diagnostics
Round Rock,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/18/2018
being filed.
City of Round Rock Date Acknowledged:
01/18/2018
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Veridia Diagnostics
Laboratory Services
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Stene, Mark Round Rock,TX United States X
Brousseau, Bob Round Rock,TX United States X
OrbiMed Private Investments III, LP Alameda, CA United States X
Fisk Johnson Lifetime Investments Alameda, CA United States X
Grifols Diagnostics Solutions, Inc. Alameda, CA United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337