R-2021-017 - 1/14/2021RESOLUTION NO. R-2021-017
WHEREAS, on January 14, 2021, the Round Rock Transportation and Economic
Development Corporation ("TEDCO") entered into an Economic Development Incentive Agreement
("Agreement") with Ametrine, Inc., and
WHEREAS, the City of Round Rock desires to approve the action of TEDCO in entering into
said Agreement with Ametrine, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the City Council hereby approves the action of the Round Rock Transportation and
Economic Development Corporation in entering into an Economic Development Incentive Agreement
("Agreement") with Ametrine, Inc., a copy of said agreement 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 5 51, Texas Government Code, as amended.
RESOLVED this 14th day of January, 2021.
CRAIG/MORG, Mayor
City olRound Xock, Texas
ATTEST:
SARA L. WHITE, City Clerk
0112.20212-1 00462700
EXHIBIT
"A*
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
This Economic Development Incentive Agreement ("Agreement") i*s entered into this day of
January, 2021 by and between the Round Rock Transportation and Economic Development
Corporation, a Type B Corp -oration created pursuant to Chapter 505 of the Texas Local Government
Code ("TEDCO"), and A etri*ne, Inc., a Maryland corporation ("Ametrine"). The foregoing are
referred to collectively as the "Parties."
WHEREAS, Ametrine is a company in the business of manufacturing nano -technology materials and
advanced multi*spectral camouflage systems, and it intends to locate its business in an existing shell
building (the "Facility") located at 900 E. Old Settlers Blvd, Building 3, Suite #1001"n the City of Round
Rock, Texas ("City"); and
WHEREAS, Ametri*ne intends to invest at least $3,000,000 in Real Property Improvements (as defined
in Section 2.6) to the Facility, and $5,680,000 in new equipment and Business Personal Property (as
defined in Section 2.1) for the Facility; and
WHEREAS, TEDCO has determined that the above -described expenditures are fora "project" as
described by §501.101 of the Local Government Code and that it will result I*n the creation or retention
of "primary jobs" as defined by Section 501.002 Texas Local Government Code; and
WHEREAS, TEDCO agrees to provide performance based Economic Incentive Payments (as defined
in Section 2.2) to Ametri*ne i*n order to defray a portion of Ametri'ene's development expenses;
NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good and
valuable consideration, the recei*pt and sufficiency of which are hereby acknowledged, TEDCO, and
Ametri*ne agree as follows:
1. Authority. TEDCO's execution of this Agreement is authorized by §501.158 of, the Texas Local
Government Code.
2. Definitions.
201 "Business Personal Property" means equipment which costs at least $111,000, and has a
model number and/or serial number and i*s purchased and used for the purpose of
supporting Ametri*ne's manufacturing operations at the Facility.
2.2 "Economic Incentive Payment s91 ("ElPs99) means the amounts paid by TEDCO to
Ametri*ne under this Agreement.
2463 "Effective Date" is the date this Agreement is executed to be effective by the Parties.
2.4 " means an employee who iEmployee"s hired by Ametri*ne to perform a Primary Job, as
that term I*s defined by § 501.002 of the Texas Local Government Code.
Economic Development Agreement; Draft 1.7.2021 v2.docx
2.5 "Facility" means the existing shell building located I*n the Round Rock city limits with
an address of 900 E. Old Settlers Blvd, Building 3, Suite #100.
2*6 "Real Property Improvemenis" means the real property improvements to the Facility
directly related to the design, rehabilitation, reconstruction, repair, finish out and/or
remodeling of the Facility for the purpose of supporting Ametri"ne's, manufacturing
operations,, It does not include any other costs, including, but not limited to, financing
cost, attorney fees, architect fees, insurance, and other similar costs.
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 TEDCO from Ametrine in the event of a
default by Ametrine pursuant to this Agreement.
3. Term. This Agreement shall become enforceable upon its Effective Date and shall terminate on
the date thefinal EIP is made in accordance with 5.1 below.
4. Rights and Obligations of Ametrine.
4*1 Lease the Facility. Ametri*ne agrees to execute a lease for the Facility with a term of
at least ten years and to occupy the Facility for that period of time for its manufacturing
business. Ametri*ne agrees to provide TEDCO with an executed copy of the aforesaid
lease.
4.2 Investmenti"n the Faci'61i"tY. Over the term of this Agreement, Ametri*ne agrees to spend at
least $3,000,000 for Real Property Improvements and $5,680,000 for Business Personal
Property for the Facility according to the schedule set forth below::
Real Property
Business Personal
On or Before
Improvements
Prosy
December 31, 2021
$ I 9000,000
$ 490,000
December 31, 2022
$ 250,000
$ 19160,000
December 31, 2023
$ 1,000,000
$ 855,000
December 31, 2024
$ 1509000
$ 19675,000
December 31, 2025
$ I 00,000
$ 2509000
December 31, 2026
$ 1009000
$ 250,000
December 31,2027
$ I 00,000
$ 250,000
December 31, 2028
$ 100,000
$ 2509000
December 31, 2029
$ 100,000
$ 2505000
2
December 31, 2030 $ 1002000 $ 2502000
TOTAL
$39000,000
$ 5,680,000
4.3 Evidence of Satisfaction of Investment. On or before April 15 of the following calendar
year, Ametri*ne agrees to provide proof to TEDCO that the above required expenditures
have been made. TEDCO shall have the right, ati"ts expense to audit Ametri"ne's records
to verify same following reasonable advance notice to Ametrine.
4.4 Employees. Over the term of this Agreement, Ametri*ne agrees to relocate to the City or
otherwise create, a minimum of 140 new primary jobs with an average salary of $75 5000,
plus industry standard benefits i*n accordance with the following schedule:
On or Before New Jobs Created
December 31, 2021 40
December 31, 2022 25
December 31, 2023 12
December 31, 2024 9
December 31, 2025 9
December 31, 2026 9
December 31, 2027 9
December 31, 2028 9
December 31, 2029 9
December 31, 2030 9
TOTAL 140
4.5 Job Compliance Affidavit. On or before April 15 of 2022, and
thereafter through April 15, 2031 Ametri*ne agrees to provide to
of each calendar year
TEDCO a comDleted
Job Compliance Affidavit, the form of such Job Compliance Affidavit
hereto as Exhibit A. TEDCO shall have the right, at its expense
reasonable advance notice to Ametri'one, to audit Ametri*ne's records to
obligation has been satisfied.
being attached
and following
verify that this
4.6 Earlypliance Alternative. Ametrine shall be entitled to exercise its option to satisfy
the requirements of Secs. 4.2 and 4.4 earlier than the required schedules. If Ametri*ne
satisfies the aforesaid requirements for any calendar year prior to December 31, it shall
notify TEDCO i*n writing of its exercise of said option, and provide the evidence required
by Sec. 4.3 and the affidavit required by Sec. 4.5. TEDCO shall have a reasonable period
of time to verify that the requirements have been met. If TEDCO determines in its sole
discretion that the requirements have been met, it shall pay to Ametri"ne the appropriate
EIP i*n accordance with Sec. 5.1.
k,
5.
4.7 Compliance with regulations. A etrine agrees that I*t will comply with the CI*ty's
development approval processes and shall operate the Facility consistent with City
ordinances, development regulations, and requirements.
408 Continuous operation. Ame.,trine agrees that it will continuously operate the Facility
during the Term of this Agreement, including any extensions, subject to normal down-
time and anyforce maj*eure events.
Rights and Obligations of TEDCO.
In consideration of Ametrne'sicompliance with this Agreement, TEDCO agrees as follows-,*
501 Economic Incentive Payments ("El.-Ift.s").
501 .1 EIPs. TEDCO shall, subject to Ametrine's satisfaction of its obligations set forth
in section 4 above, make EIPs to Ametri*ne as set forth below. The EIPs shall be made i*n
annual payments on or before June 1 of each year, as follows:
Year EIP Amount
2022
$100,000
2023
$ 75000
2024
$ 75000
2025
$ 50,000
2026
45000
TOTAL $3459000
5.1.2 EIPs Subj*ectto Future Avpropri*ati*ons. This Agreement shall not be construed as
a commitment, issue, or obligation of any specific taxes or tax revenues for payment to
Ametri*ne. The EIPs by TEDCO under this Agreement are subject to TEDCO's
appropriation of funds for such payments i*n the budget year for which they are made.
The EIPs to be made to Ametrine, if paid, shall be made solely from annual appropriations
from the general funds of TEDCO or from such other funds of TEDCO as may be legally
set aside for the implementation of Chapters 501 and/or 505 of the Local Government
Code or any other economic development or financing program authorized by statute or
other applicable Texas law, subject to any applicable limitations or procedural
requirements. In the event that TEDCO does not appropriate funds in any fiscal year for
the EIPs due under this Agreement, such failure shall not be considered a default under
Sec. 7.3 and TEDCO shall not be liable to Ametri*ne for such EIP's; however, TEDCO
shall extend this Agreement for another year(s), until Ametri*ne has received all of the
EIPs provided herein. In addition, Ametri*ne shall have the right but not the obligation to
terminate this Agreement, which shall not be deemed to constitute a default by Ametri"ne,
and, i*n such event, Ametri*ne shall be permitted to retain any EIP monies received on or
4
before the date of termination. To the extent there i*s a conflict between this paragraph
and any other language or covenantl'on this Agreement, this paragraph shall control.
6. EIP Recapture,. In the event that TEDCO terminates this Agreement as a result of Ametri*ne's
default, TEDCO may recapture and collect from Ametri'ne the Recapture Liability. Ametri'ne
shall pay to TEDCO the Recapture Liability within thirty (30) days after TEDCO makes written
demand for same, subject to any and all lawful offsets, settlements, deduction, or credits to which
Ametri*ne 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 rate for delinquent taxes as determined by Sec. 33.01 of the Property
Tax Code of the State of Texas, but without the addition of a penalty). TEDCO 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 Parties will do all th10
ings reasonably necessary or appropriate to
carry out the terms and provisions of this Agreement.
7.2 Representations and Warranties. TEDCO represents and warrants to Ametrine that this
Agreement i*s within its authority, and that I*t I*s duly authorized and empowered to enter
into this Agreement, unless otherwise ordered by a court of competent jurisdiction.
Ametrine represents and warrants to TEDCO that it has the requisite authority to enter
into this Agreement.
7*3 Default. If either TEDCO or Ametri*ne should default in the performance of any
obligations of this Agreement, then 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 TEDCO remains in default after notice and opportunity to cure, Ametri*ne shall have
the right to terminate this Agreement by giving written notice thereof to TEDCO and to
pursue any remedy at law or i*n equity for TEDCO's breach. If Ametrine remains in
default after notice and opportunity to cure, TEDCO as its exclusive remedy shall have
the right to terminate this Agreement by giving written notice thereof to Ametri"ne and,
upon such termination, recapture EIP and interest thereon as provided I*n Sec. 6 and, i*n
the event of litigation or a court proceeding to enforce such recapture, recovery of
attorneys fees and expenses pursuant to the Terms of Sec. 7.40
7.4 Attorneys Fees. In the event any legal action or proceeding is commenced in a court of
competent jurisdiction between TEDCO and Ametri*ne to enforce provisions of this
Agreement and/or recover damages for breach, the prevailing Party i*n such legal action
shall be entitled to recoveri*ts reasonable attorneys fees and expenses incurred by reason
of such action, to the extent allowed by law.
5
7.5 Entire Agreement. This Agreement contains the entire agreement between the Parties
with respect to the subject matter hereof. This Agreement may only be amended, altered
or revoked by written instrument signed by the Parties.
710 indingEffect. ThisAg e ment shall be binding on and inure to the benefit of the Parties,
their respective successors and assigns.
797 Assignment,. Ametrine may not assign all or part of its rights and obligations to a third
party without the express written consent of TEDCO, which consent shall not be
unreasonably withheld, conditioned or delayed, provided, however, that Ametri'One may
assign this Agreement without the consent of TEDCO to an entity which controls, i*s
controlled by or i*s under common control with Ametri'ne, any successor entity to
Ametri*ne by way of merger, consolidation or other non -bankruptcy corporate
reorganization, or an entity which acquires all or substantially all of Ametri*ne's assets,
partnership or membership interests, or capital stock.
7*8 Amendment,, This Agreement may be amended by the mutual written agreement of the
Parties.
7,09 Termination. In the event Ametrine elects not to proceed with the investments as
contemplated by this Agreement, Ametrine shall notify the City in writing, and this
Agreement and the obligations on the part of all 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, electronic
mail transmission, 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 TEDCO:
Round Rock Transportation and Economic Development Corporation
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager
Phone: (512) 218=5400
Email: Ihadlevr&,roundrocktexas.alov
With a required copy to:
Sheets & Crossfield
309 E. Main Street
Round Rock, TX 78664
Attn: Stephan L. Sheets
Phone: (512) 255m8877
Email: steve(&,scrrlaw.com�
If to Ametri*ne,
Ametri*ne Inc.
3607 Oak Meadow Drive
Round Rock, TX 78681
Attn. Brandon Cates
Email: brandon.catesna,ametrine.tech
Either Party may designate a different address at any time upon written notice to the other Party.
7.11 Interpretation. 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, 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.
7.13 Severabt)1*11ty''. In the event iany provisions of this Agreement are illegal, invalid or
unenforceable under present or future laws, I*t is the intention of the Parties that the
remainder of this Agreement shall not be affected. It I*s also the intention of the Parties
of this Agreement that i*n lieu of each clause and provision that i*s found to be illegal,
invalid or unenforceable, a provision be added to this Agree ment which is legal, valid or
enforceable and is as similar I*n terms as possible to the provision found to be illegal,
invalid or unenforceable.
7.14 Paragraph Headiness. The paragraph headings contained in this Agreement are for
convenience only and will i*n no way enlarge or limit the scope or meaning of the various
and several paragraphs.
7.15 No Third -Party Beneficiaries. This Agreement i*s not intended to confer any rights,
privileges or causes of action upon any third party.
7.16 Force Maleure. Except as otherwise provided herein, an equitable adjustment shall be
made for delay or failure i*n performing i*f such delay or failure i*s caused, prevented, or
restricted by conditions beyond that Party's reasonable control (a'!force majoeure event").
Aforce maj*eure 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 authority1i igation, in law, rules, or regulations outside the
control of the affected Party; national emergencies or insurrections; epidemic; 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 offorce majoeure.
7017 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. TEDCO, its past, present and future officers, elected officials, employees and
7
agents of TEDCO, do not assume any responsibilities or liabilities to any third party i*n
connection with the development of the Facility or the design, construction,, or operation
of any portion of the Facility.
7018 Estoppel Certificate,, Ametrine may request an estoppel certificate from TEDCO so long
as the certificateis requested i*n connection with a bona fide business purpose and requests
commercially reasonable cert*fications. TEDCO agrees to promptly execute and deliver
any estoppel certificate reasonably requested pursuant to this Sec. 7.18, The certificate,
which will upon request be addressed to Ametriene, or a lessor, lessee, purchaser or
a ssignee of Ametrtne or the Facility, or any lender associated with any of the foregoing,
and shall include, but not necessarily be limited to, statements (qualified to the best
knowledge of TEDCO) that this Agreement i*s i*n full force and effect without default (or
if a default exists, the nature of such default and any curative action which should be
undertaken to cure same), the remaining term of this Agreement, and such other matters
reasonably requested by the party(i*es) to receive the certificate.
EXECUTED to be effective as of the day of January, 2021 (the "Effective Date").
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION
Craig Morgan, President
AMETRINE INC.
By:
Its: CEO
8
EXHIBIT A
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:
"My name is
am capable of making this
personal knowledge
. I am over the age of 21 years and
affidavit. The facts stated i*n this affidavit are within my
and are true and correct,, "I am the
(title) of Ametrine, Inc., and I am duly authorized to
make this affidavit on its behalf.
As of December 31, 202in compliance with Section 4.3 of the Economic
Development Agreement, Ametrine Inc. had created the following Employee positions:
EMPLOYEE ID NO.
6
JOB POSITION OR TITLE
TOTAL JOBS
DATED THIS DAY OF , 202 �*
(Signature)
(Printed Name)
(Title)
SUBSCRIBEDBEFOREND SWORN TO ME ON THIS THE DAY OF ,
20�10
NOTARY PUBLIC, STATE OF TEXAS
10
DATED THIS DAY OF
TOTAL JOBS
202
(Signature)
(Printed Name)
(Title)
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS THE DAY OF ,
20 0
NOTARY PUBLIC, STATE OF TEXAS
ul