Loading...
Contract - Ametrine, Inc. - 1/14/2021ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Economic Development Incentive Agreement ("Agreement") is entered into this day of January, 2021, by and between the Round Rock Transportation and Economic Development Corporation, a Type B Corporation created pursuant to Chapter 505 of the Texas Local Government Code ("TEDCO"), and Ametrine, 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 multispectral 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 4100 in the City of Round Rock, Texas ("City"); and WHEREAS, Ametrine 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 for a "project" as described by §501.101 of the Local Government Code and that it will result in 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 Ametrine in order to defray a portion of Ametrine's development expenses; 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, TEDCO, and Ametrine agree as follows: 1. Authority. TEDCO's execution of this Agreement is authorized by §501.158 of the Texas Local Government Code. 2. Definitions. 2.1 "Business Personal Property" means equipment which costs at least $5,000, and has a model number and/or serial number and is purchased and used for the purpose of supporting Ametrine's manufacturing operations at the Facility. 2.2 "Economic Incentive Payment(s)" ("EIPs") means the amounts paid by TEDCO to Ametrine under this Agreement. 2.3 "Effective Date" is the date this Agreement is executed to be effective by the Parties. 2.4 "Employee" means an employee who is hired by Ametrine to perform a Primary Job, as that term is defined by § 501.002 of the Texas Local Government Code. Economic Development Agreement; Draft 1.7.2021 v2.docx 1peo_-� 00 4-1L/ V!-01 , 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, 206 "Real Property Improvemenits" means the real property improvements to the Fac*l"ty 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 notI"nclude 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 10 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. to Rights and Obligations of Ametrine. 491 Lease the Facility. Ametrine 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 Investment in the Facility. 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 Prol2e-rtv December 31, 2021 $ 19000000 $ 490000 December 31, 2022 $ 250,000 $ 191605000 December 31, 2023 $ I ,000,000 $ 855,000 December 31, 2024 $ 150,000 $ 1,675,000 December 31, 2025 $ 1009000 $ 2505000 December 31, 2026 $ 1009000 $ 2509000 December 31, 2027 $ I 00,000 $ 2509000 December 31, 2028 $ 1009000 $ 250,000 December 31, 2029 $ 1009000 $ 2509000 tj December 31, 2030 $ 1003000 $ 2502000 TOTAL $3,000,000 $ 59680,000 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, at its expense to audit A etrl*ne's records to verify same following reasonable advance notice to Ametri*ne, 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 $75,000, plus industry standard benefits i*n accordance with the following schedule:, On or Before New Jobs Created December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 December 31, 2026 December 31, 2027 December 31, 2028 December 31, 2029 December 31, 2030 TOTAL 40 25 12 9 E E t t E 140 4.5 Job Compliance Affidavit. On or before April 15 of 2022, and thereafter through April 15, 203 1 1111 Ametri'ne agrees to provide to of each calendar year TEDCO a completed Job Compliance Affidav40 it, 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 4,96 Early Compliance 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, I*t 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 16 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 Ametrine the appropriate EIP i"n accordance with Sec. 5.1. 3 4*7 Compliance with regulations. Ametri'ne agrees that it will comply with the Cl'ty's development approval processes and shall operate the Facility consistent with City ordinances, development regulations, and requirements. 4.8 Continuous operation,, Ametrine agrees that it will continuously operate the Facility during the Term of this Agreement, including any extensions, subject to normal down- time and anyforce majeure events. 5. Rights and Obligations of TEDCO. In consideration of Ametrine's compliance with this Agreement, TEDCO agrees as follows,* 501 Economic Incentive Payments ("EIPs"A. 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 $ 50000 2026 45000 TOTAL $345,000 5,v 1,.2 EIPs Subject to Future Appronriations. 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, i*f 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.economi*c 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 i*n 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 Ametrl*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 covenant in 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 Ametrine the.Recapture Liability. Ametrine 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 Ametrine may be entitled. Notwithstanding anything herein to the contrary such Recapture Liability shall not exceed, I*n 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 I*n the Tax Code for the collection of delinquent property taxes. 7. Miscellaneous. 701 Mutual Assistance. The Parties will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement. 7*2 Revrepsentations 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 10 into this Agreement. 7*3 Default. If either TEDCO or Ametrine 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, Ametrine shall have the right to terminate this Agreement by giving written notice thereof to TEDCO and to pursue any remedy at law or in 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 Ametrine and, upon such termination, recapture EIP and interest thereon as provided in Sec. 6 and, in the event of litigation or a court proceeding to enforce such recapture, recovery of attorneys fees and expenses pursuant to the Terms of Sec. 7.4. 7.4 Attomey's Fees. In the event any legal action or proceeding is commenced ion a court of competent jurisdiction between TEDCO and Ametrine to enforce provisions of this Agreement and/or recover damages for breach, the prevailing Party in 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 wri*tteni"nstrument signed by the Parties. 706 Binding.Effect, This Agreement Shall be binding on and inure to the benefit of the Parties, their respective successors and assigns. 707 Assi2nment, 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"ne may assign this Agreement without the consent of TEDCO to an entity which controls, i*s controlled by or is under common control with Ametrine, 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. 709 Termination. In the event Ametrine elects not to proceed with the investments as contemplated by this Agreement, Ametri*ne shall notify the City i*n writing, and this Agreement and the obligations on the part of all Parties shall be deemed terminated and of no further force or effect. 7olO 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 iOn 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) 218m5400 Email: Ihadleiv(--&---,roundrocktexas,,izov 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(&,scrr1aw.com If to Ametrine,0 Ametri*ne Inc. 3607 Oak Meadow Drive Round Rock, TX 78681 Attn. Brandon Cates Email: brandon.catesaametri*ne.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. 7013 Severabilitv. In the event any provisions of this Agreement are illegal, invalid or unenforceable under present or future laws, 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 i*s found to be illegal, invalid or unenforceable, a provision be added to this Agreement 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. 7014 ParagratvhHeadin2s. 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 te 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 majeure event"). Aforce 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; 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 maj*eure, 7,v17 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 jino t venture among the Parties. TEDC0,1'ets past, present and future officers, elected officials, employees and 7 agents of TEDCO, 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. 7.18 Estoppel Certificate. Ametrine may request an estoppel certificate from TEDCO so long as the certificate is requested in connection with a bona fide business purpose and requests commercially reasonable certifications. 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 Ametrine, or a lessor, lessee, purchaser or assignee of Ametrine 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 is in 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(ies) to receive the certificate. EXECUTED to be effective as of the It day of January, 2021 (the "Effective Date"). ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION 0 Craig/Morgaqa/President AMETRINE, INC. By: Its: 8 CEO EXHIBIT A Job Compliance Affidavit Before in -le, 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 in 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, 202 in compliance with Section 4.3 of the Economic Development Agreement, Ametrl*ne Inc. had created the following Employee positions: EMPLOYEE ID NO. JOB POSITION OR TITLE 6 DATED THIS DAY OF TOTAL JOBS 5 202�* (Signature) (Printed Name) (Title) SUBSCRIBED AND SWORN TO BEFORE ME ON THIS THE DAY OF , 20 NOTARY PUBLIC, STATE OF TEXAS 10