R-2022-078 - 2/24/2022 RESOLUTIONR-2022-078
WHEREAS, Fisher-Rosemount Systems, Inc. ("Fisher") desires to upgrade and expand its
existing facility located at 1100 W. Louis Henna Boulevard ("Facility") which will continue to provide
jobs and additional tax base to the City; and
the purpose of this Resolution is to approve an economic development agreement
as contemplated by Chapter 380 of the Texas Local Government Code whereby Fisher will expend
significant sums to renovate and install improvements i the Facility, and to operate the Facility i
conformance with the City's development approvals for the Facility,Now Therefore
BE IT RESOLVED NCI ,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City, an Economic
Development Program Agreement with Fisher-Rosemount Systems, Inc., 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 24th day of February, 2022.
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C I � A, Mayor
City of Bund o` ,Texas
ATTEST:
MEAGAN S IKS, ., leruty ... ....
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EXHIBIT
"A"
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into this day of
. 2022, by and between the City of Round Rock, Texas, a Texas home rule municipal
corporation ("City"), and Fisher-Rosemount Systems, Inc. a Delaware corporation ("Fisher").
WHEREAS, the City has adopted Resolution No. R.........................................................................................................
attached as Exhibit A ("City Resolution"), establishing an economic development program and
authorizing the Mayor to enter into this Agreement with Fisher in recognition of the positive
economic benefits to the City through Fisher's agreement to upgrade and expand its existing
building located at 1100 W. Louis Henna Blvd., Round Rock, Texas (the "Facility"); and
WHEREAS,Fisher anticipates that it will add 50 to 60 new employees as the result of this upgrade
and expansion project; and
WHEREAS,the purpose of this Agreement is to promote economic development as contemplated
by Chapter 380 of the Texas Local Government Code, whereby Fisher 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
Fisher 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 Fisher 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 Fisher proceeds with the upgrading and
expansion of the Facility. The City acknowledges that Fisher 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 upgrade and expand the Facility.
2. Definitions.
2.1 "Economic Incentive Payment(s)" ("ElPs") means the amount paid by the City
to Fisher under the Program.
2.2 "Effective Date" is the date this Agreement is executed to be effective by the City
and Fisher.
2.3 "Facility" means the building located at 1100 W. Louis Henna Blvd. and
Improvements to be constructed and installed on the Property.
380 Agreemenc,Draft,4856-2039-2172.2®10®22 clean
2.4 "Improvements" means the upgrade and expansion of the Facility including real
and personal property costing at least $9,000,000.
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 1100 W. Louis Henna Blvd., on
which the Facility and Improvements are located.
2.7 "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 from Fisher in the event
of a Fisher default.
3„ Term. This Agreement shall become enforceable upon its Effective Date and shall
terminate on December 31, 2023. 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 Fisher.
4.1 Purchase of Property. Fisher has previously purchased the Property.
4.2 Improvements. Fisher agrees to complete and install the Improvements on or
before December 31, 2023. Fisher agrees to spend at least $9,000,000 on the
Improvements. Fisher agrees to provide City with documentation showing that
these obligations have been satisfied. City shall have the right to audit Fisher's
records to verify that this obligation has been satisfied.
4.3 Jobs. Fisher anticipates that it will add 50 to 60 new employees as a result of the
construction of the Improvements. Fisher agrees to provide to the City annual
employee reports on the form attached hereto as Exhibit B within ninety (90) days
following the end of each calendar year during the term of this Agreement. City
shall have the right to audit Fisher's records to verify the employee report.
4.4 Compliance with regulations. Fisher agrees that it shall comply with the City's
development approval processes and shall construct and install the Improvements
and occupy and operate the Facility consistent with City ordinances, development
regulations and requirements.
4.5 Continuous operation. Fisher agrees that it will continuously operate the Facility
during the term of this Agreement, including any extensions.
, Rights and Obligations of the City.
In consideration of Fisher's compliance with this Agreement,the City agrees as follows:
2
5.1 Economic Incentive Payment ("ELF"
L1.
5.1.1 EIP Payment. City shall, subject to Fisher's satisfaction of its obligations
set forth in Section 4 above and the other conditions set out herein, make ElPs to
Fisher inthe amount of$500,000. The initial EIP of$250,000 shall be paid by the
City to Fisher within thirty (30)days after the City has issued a Building Permit for
the Improvements. The final EIP of$250,000 shall be paid by the City to Fisher
within thirty (30) days after the City has issued a Certificate of Occupancy for the
Improvements and Fisher has submitted proof that it has complied with its
requirements hereunder.
5.1.2 EIPs Subject to Future Appropriations. This Agreement shall not be
construed as a commitment, issue oro li atio of any specific taxes or tax revenues
for payment to Fisher. 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 Fisher, if paid, shall be made solely from
annual appropriations from the general funds oft e City or from such other funds
oft e City as may be legally set aside for the implementation of Article 111, Section
52a of the Texas Constitution or Chapter 380 oft e 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
failures all not be considered a default under Section 7.3,and the City shall not be
liable to Fisher for such EI 's, however, the City shall extend this Agreement for
another year(s). Inaddition, Fisher 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 inthis Agreement, this paragraph shall control.
6. EIP Recapture. In the event that Fisher is in default of this Agreement, the City may
recapture and collect from Fisher the Recapture Liability after providing Fisher written notice and
a minimum period of thirty(30)days to cure such default,and the default has not been cured within
said time. Inthe event Fisher does not so cure, Fisher shall pay tothe 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 Fisher may be entitled.The City shall have all remedies
for the collection oft e Recapture Liability as provided generally inthe Tax Code for the collection
of delinquent property taxes.
7. Miscellaneous.
7.1 Mutual Assistance. The City and Fisher will do all things reasonably necessary or
appropriate to carry out the terms and provisions oft is Agreement.
7.2 Representations and Warranties. The City represents and warrants to Fisher 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. Fisher 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 Fisher 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, Fisher
shall have the right to pursue any remedy at law or in equity for the City's breach.
If Fisher remains in default after notice and opportunity to cure, City shall have the
right to pursue any remedy at law or in equity for Fisher'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 Fisher 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 Fisher.
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 Assi nom. Fisher 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 Fisher elects not to complete the improvements at the
Facility as contemplated by this Agreement, Fisher 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:
4
If to City: City of RoundRock
221 E. Main Street
Round Rock, TX 7 664
Attn: City Manager
Phone: (512) 218-5400
its . DMEg o ,,,,-,roc a . Y
With required copy to:
Stephan L. Sheets
Sheets & Crossfield
309 E. Main Street
Round Rock, TX 7 664
Attn: Stephan L. Sheets
Phone: (512) 255-8877
steveAscrlaw.co
If to Fisher: Fisher-Rosemount Systems, Inc.
1100 W. Louis Henna Blvd.
Round Rock, Texas 78664
Attn: Michael Burleson
Phone: (512) 832-3662
Email: ich el. rleso (i# erso .co
Either party may designate a different address at any time upon written notice to
the other party.
7.11 Interpretation. c of the parties has been represented by counsel of their
choosing in the negotiation and preparation oft is Agreement. Regardless ofwhich
arty 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 A Dlic ble 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.
7.13 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 oft is Agreement shall not be affected. It is also the
intention of the parties oft is 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
tote provision found to be illegal, invalid or unenforceable.
5
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, pandemics or epidemics, 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 , 2022 (the "Effective Date").
CITY OF ROUND ROCK, TEXAS,
By:
Craig Morgan, Mayor
Date:
APPROVED as to form:
Stephan L. Sheets, City Attorney
6
FISHER-ROSEMOUNT SYSTEMS,
�. its
Date:
A�
EXHIBIT "A"
RESOLUTION NO.
WHEREAS, FISHER-ROSEMOUNT SYSTEMS, INC ("Fisher") is a leader in the business
of , and
WHEREAS, Fisher has expressed to the City of Round Rock ("City") its desire to upgrade and
expand its existing facility located at 1100 W. Louis Henna Blvd. which will continue to provide jabs
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 Fisher a §380.001 Program in exchange for Fisher upgrading and
expanding its existing Facility 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
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 2022.
CRAIG MORGAN, Mayor
City of Round Rock, Texas
ATTEST:
„ .....
MEAGAN SPINKS, City Clerk
EXHIBIT A
ECONOMIC DEVELOPMENT PROGRAM
The terms of the §380.001 Economic Development Program to be offered to Fisher in exchange
for Fisher 's upgrading and expanding its existing Facility location in the City as generally outlined
below:
I. Fisher's obligations:
1.1. Fisher has previously purchased the property located at 1100 W. Louis Henna Blvd., in
the City of Round Rock.
1.2 Fisher agrees to complete the Improvements on or before December 31, 2023. Fisher
agrees to spend at least $9,000,000 on the Improvements. Fisher agrees to provide City
with documentation showing that these obligations have been satisfied. City shall have
the right to audit Fisher's records to verify that this obligation has been satisfied.
1.3 Fisher anticipates that it will add 50 to 60 new employees in the Facility.
2. City's obligations:
2.1 City agrees to make an initial program payment to Fisher of $250,000 upon Fisher's
obtaining a Building Permit for the Facility.
2.4 City agrees to make a final program payment to Fisher of $250,000 upon Fisher's
obtaining a Certificate of Occupancy for the Facility.
; , 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 66
!f
JOB COMPLIANCE AND ANNUAL PAYROLL AFFIDAVIT
BEFORE 1
THE UNDERSIGNED AUTHORITY, ON THIS DAY PERSONALLYAPPEARED- ,(NAME) KNOWN TO ME TO BE THEPERSON WHOSE NAME IS SUBSCRIBED BELOW AND AFTER HAVING BEEN DULY7
SWORN, ON HIS/HER
"MY NAME IS . I AM OVER THE AGE OF 21 YEARS
CORRECT.AND AM CAPABLE OF MAKING THIS AFFIDAVIT. THE FACTS STATED IN THIS
AFFIDAVIT ARE WITHIN MY PERSONAL KNOWLEDGE AND ARE TRUE AND
(TITLE)
SYSTEMS, OF FISHERROSEMOUNT
INC. AND I AM DULY AUTHORIZED TO MAKE THIS
AFFIDAVIT."
AS OF DECEMBER 7 ! FISHER-ROSEMOUNT SYSTEMS, INC. HAD THE
FOLLOWING JOB POSITIONS AND SALARIES:
EMPLOYEE ID NO. JOB POSITION OR TITLE
....................................................................... ............................... ._.....
..I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.I.1.1 --....................................- .............................................................................11...........
.........................................
................................................................................................................... ....................................................................
....................................................................
........................................................................................................... ..........................................................................
.......................................................
TOTALJOBS
AS OF DECEMBER 31, 202_, FISHER-ROSEMOUNT SYSTEMS, INC. HAS MADE
IMPROVEMENTS IN THE AMOUNT OF:
,.,., SIGNATURE
PRINTED NAME
TITLE
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS THE DAY OF
'202
NOTARY PUBLIC, STATE OF TEXAS