R-2018-5242 - 3/8/2018 RESOLUTION NO. R-2018-5242
WHEREAS, Rosco Laboratories, Inc. ("Rosco") has expressed to the City of Round Rock
("City") its desire to relocate its existing facility to a new location within the City which will continue
to provide jobs and additional tax base to the City, and
WHEREAS, the purpose of this Resolution is to approve an economic development agreement
as contemplated by Chapter 380 of the Texas Local Government Code whereby Rosco will expend
significant sums to renovate and install improvements in the Facility, and to operate the Facility in
conformance with the City's development approvals for the Facility,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City, an Economic
Development Program Agreement with Rosco, a copy of same being attached hereto as Exhibit"A"
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 8th day of March, 2018.
CRAIG ORPc Mayor
City o Round , Texas
ATTEST:
�,q,ym L."-
SARA L. WHITE, City Clerk
0112 1804;00396541
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EXHIBIT
„A»
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into this _ day of
. 2018, by and between the City of Round Rock, Texas, a Texas home rule municipal
corporation("City"),and Rosco Laboratories,Inc.,a Texas corporation("Rosco").
WHEREAS, the City has adopted Resolution No. R--
attached
--attar ed as Exhibit A ("City Resolution"), establishing an economic development program and
authorizing the Mayor to enter into this Agreement with Rosco in recognition of the positive
economic benefits to the City through Rosco's purchase of a building which contains a minimum
of four thousand square feet located at 1600 Chisholm Trail Road, Round Rock, Texas (the
"Facility"),and the relocation of its existing business of providing lighting and lighting effects for
the theater, film, and TV industry to the Facility; and
WHEREAS,Rosco previously purchased the Facility in 2016; and
WHEREAS,Rosco will maintain the employment of 30 full-time employees 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 Rosco will expend significant sums
to renovate and install improvements in the Facility, and to operate the Facility in conformance
with the City's development approvals for the Facility; and
WHEREAS, the City agrees to provide performance based economic development grants to
Rosco to defray a portion of the Facility's costs;
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 and Rosco 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 Rosco proceeds with the purchase and
occupation of the Facility.The City acknowledges that Rosco is acting in reliance upon the
City's performance of its obligations under this Agreement in making its decision to
commit substantial resources and money to purchase, improve and occupy the Facility.
2. Definitions.
2.1 "Economic Incentive Payment(s)" ("EIPs") means the amount paid or fees
waived by the City to Rosco under the Program.
2.2 "Effective Date" is the date this Agreement is executed to be effective by the City
and Rosco.
00393743..DOCX
2.3 "Facility" means the building located at 1600 Chisholm Trail Road and
Improvements to be constructed and installed on the Property.
2.4 "Improvements" means the renovation of the Facility costing at least $200,000
and personal property and equipment with a minimum cost of$750,000.
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 "Property"means the real property located at 1600 Chisholm Trail Road,on which
the Facility and Improvements are located.
2.7 "Recapture Liability" means the total amount of all ElP's that are paid or waived
as result of this Agreement that are subject to recapture by the City from Rosco in
the event of an Rosco default.
3. Tern. This Agreement shall become enforceable upon its Effective .Date and shall
terminate on December 31,2019. In the event the City is unable to appropriate funds for a
particular year pursuant to Section 5.1.3 of this Agreement, this Agreement shall be
extended for another year(s).
4. Rights and Obligations of Rosco.
4.1 Purchase of Property, Rosco has previously purchased the Property in 2016.
4.2 Improvements. Rosco has begun the renovation of the Facility and agrees to
complete the Improvements on or before January 1.,2019.Rosco agrees to spend at
least $200,000 on renovations and at least $750,000 in personal property and
equipment. Rosco agrees to provide City with documentation showing that these
obligations have been satisfied. City shall have the right to audit Rosco's records
to verify that this obligation has been satisfied.
4.3 Jobs. Rosco agrees to transfer to the Facility at least 30 full-time employees no
later than thirty days after the City issues a Certificate of Occupancy for the Facility.
Rosco agrees to maintain at least 30 full-time employees for the full term of this
Agreement.
Rosco agrees to provide to the City annual employee reports on the form attached
hereto as Exhibit B within sixty(60) days following the end of each calendar year
during the term of this Agreement.City shall have the right to audit Rosco's records
to verify that this obligation has been satisfied.
4.4 Compliance with regulations Rosco agrees that it shall comply with the City's
development approval processes and shall purchase the Facility and construct and
install the improvements and occupy and operate the Facility consistent with City
ordinances, development regulations and requirements.
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4.5 Continuous operation. Rosco agrees that it will continuously operate the Facility
during the term of this Agreement,including any extensions.
S. .Rights and Obligations of the City.
In consideration of Rosco's compliance with this Agreement,the City agrees as follows:
5.1 Economic Incentive Payment("EIP").
5.1.1 EIP Payment. City shall, subject to Rosco's satisfaction of its obligations
set forth in Sections 4.1 and 4.2 above and the other conditions set out herein,make
an EIP to Rosco in the amount of seventy-five thousand dollars. This initial EIP
shall be made within thirty (30) days after the City has issued a Certificate of
Occupancy for the Facility and Rosco has submitted proof that it has complied with
its requirements hereunder.
5.1.2 EIP Fee Waiver.City shall,subject to Rosco's satisfaction of its obligations
set forth herein waive City permit fees associated with the renovation permit up to
$3,000.
5.1.3 EIP's 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 Rosco. All EIP's by the City under this Agreement are subject to
the City's appropriation of funds for such payments in the budget year for which
they are made. The EIP's to be made to Rosco, if paid, shall be made solely from
annual appropriations from the general funds of the City or from such other funds
of the City 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 under applicable Texas law, subject to any applicable
limitations or procedural requirements. In the event that the City does not
appropriate funds in any fiscal year for EIP's due under this Agreement, such
failure shall not be considered a default under Section 7.3,and the City shall not be
liable to Rosco for such EIP's, however, the City shall extend this Agreement for
another year(s). In addition, Rosco shall have the 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. EIP Recapture. In. the event that Rosco is in default of this Agreement, the City may
recapture and collect from Rosco the Recapture Liability after providing Rosco written notice and
a minimum period of thirty(30)days to cure such default,and the default has not been cured within
said time. In the event Rosco does not so cure,Rosco shall pay to the City 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 Rosco may be entitled.The City shall have all remedies
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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 Rosco 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 Rosco 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.Rosco 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 Rosco should default in the performance of any
obligations of this Agreement, the other party shall provide such defaulting party
written notice of the default, and a minimum period of thirty(30)days to cure 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, Rosco
shall have the right to pursue any remedy at law or in equity for the City's breach.
If Rosco remains in default after notice and opportunity to cure,City shall have the
right to pursue any remedy at law or in equity for Rosco's breach, in addition to the
right of EIP recapture set forth above.
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 Rosco 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. Other than that certain Property Tax Abatement Agreement of
even date herewith, 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 Rosco.
7.6 Binding Effect. This Agreement shall be binding on and inure to the benefit of the
parties, their respective successors and assigns.
7.7 Assignment. Rosco 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.
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7.9 Termination. In the event Rosco elects not to purchase the Facility as contemplated
by this Agreement, Rosco 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
cityinana eger(c7,roundrock-texas.gov
With a required copy to:
Stephan L. Sheets
Sheets&Crossfield
309 E. Main Street
Round Rock,TX 78664
Attn: Stephan L. Sheets
Phone: (512)255-8877
steve@scrrlaw.com
If to Rosco: Rosco Laboratories,Inc
1.600 Chisholm Trail
Round Rock,Texas 78664
Attn: Richard Luce
Phone: (203) 708-8900,Ext.221
Email: rich.luce cbrosco.com
Either party may designate a different address at any time upon written notice to the other party.
7.11 ln.terpretation. Each of the parties has been, represented by counsel of their
choosing in the negotiation and preparation of this Agreement.Regardless of which
party prepared the initial draft of this Agreement,this Agreement shall,in the event
of any dispute, however its meaning or application, be interpreted fairly and
reasonably and neither more strongly for or against any party.
7.12 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.
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7.13 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.
7.14 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.
7.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
7.16 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.
7.17 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 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 day of� 2018 (the"Effective Date").
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CITY OF ROUND ROCK, TEXAS,
By:
Craig Morgan,Mayor
APPROVED as to form:
Stephan L. Sheets, City Attorney
ROSCO LABORATO Inc.
By: ...._...._................
Rich Luce, dbief Financial Officer/Chief
Operations Officer
Date:
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EXHIBIT"A"
RESOLUTION NO.
WHEREAS,Rosco Laboratories,Inc("Rosco")is a leader in the business of providing lighting
and lighting effects for the theater, film, and TV industry,and
WHEREAS, Rosco has expressed to the City of Round Rock ("City") its desire to relocate its
existing facility to a new location within the City which will continue to provide jobs and additional tax
base to the City, and
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
meet the goals set forth in said §380.001 and will be of mutual benefit to both parties,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND.ROCK,TEXAS,
That the City offers to Rosco a §380.001 Program in exchange for Rosco relocating its existing
business of providing lighting and lighting effects for the theater,film,and TV industry to a new location
in the City, 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
yd
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 SS 1,
Texas Govermnent Code, as amended.
RESOLVED this _day of , 2018.
CRAIG MORGAN, Mayor
City of Round Rock,.Texas
ATTEST:
SARA L. WHITE, City Clerk
EXHIBIT A
ECONOMIC DEVELOPMENT PROGRAM
The terms of the §380.001 Economic Development.Program to be offered to Rosco in exchange
for Rosco's relocating its existing business of providing lighting and lighting effects for the theater,film,
and TV industry to a new location in the City as generally outlined below:
1. Rosco's obligations:
1.1. Rosco has previously.purchased the property located at 1600 Chisholm Trail Road.
1.2 Rosco has previously begun the renovation of the Facility, and agrees to complete the
hnprovements on or before January 1,2019. Rosco agrees to spend at least $200,000 on
renovations and at least $750,000 in personal property and equipment. Rosco agrees to
provide City with documentation showing that these obligations have been satisfied. City
shall have the right to audit Rosco's records to verify that this obligation has been
satisfied.
1.3 Rosco agrees to employ 30 or more full-time equivalent employees in the Facility no later
than 30 days following the issuance of a Certificate of Occupancy for the Facility.
1.4 Rosco agrees to retain said 30 full-time equivalent employees for the term of the
Agreement.
2. City's obligations:
2.1 City agrees to make an initial program payment to Rosco of $75,000 upon Rosco's
obtaining the Certificate of Occupancy for the Facility.
2.4 City agrees to make additional program payments by waiving renovation permit fees of
no more than$3,000.
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 AND ANNUAL PAYROLL 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
2. AFFIDAVIT ARE WITHIN MY PERSONAL KNOWLEDGE AND ARE TRUE AND
CORRECT.
3. "I AM THE (TITLE) OF ROSCO LABORATORIES,
INC.AND I AM DULY AUTHORIZED TO MAKE THIS AFFIDAVIT.
4. "AS OF DECEMBER 31, 20.1_, ROSCO LABORATORIES, INC. HAD THE
FOLLOWING JOB POSITIONS AND SALARIES:
EMPLOYEE ID NO. JOB POSITION OR TITLE ANNUAL SALARY
$
$
N
W
W
TOTAL JOBS
TOTAL ANNUAL SALARY $
TOTAL ANNUAL OVERTIME $
TOTAL ANNUAL BENEFITS $
TOTAL ANNUAL PAYROLL S
DATED THIS DAY OF -1201.-.
(PRINTED NAME)
(TITLE)
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS THE DAY OF
201
NOTARY PUBLIC, STATE OF TEXAS