Contract - Ametrine, Inc. - 5/26/2022 AMENDED AND RESTATED
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
This Amended and Restated Economic Development Incentive Agreement ("Amended Agreement") is
entered into this 26th day of May, 2022, 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, TEDCO and Ametrine entered into that one certain Economic Development Incentive
Agreement on the 14th day of January 2021 (the"2021 Agreement"); and
WHEREAS,the Parties wish to amend and restate the 2021 Agreement; and
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#100 in the City of Round
Rock, Texas ("City"); and
WHEREAS,Ametrine intends to invest at least$ 3,350,000 in Real Property Improvements(as defined
in Section 2.6)to the Facility, and
WHEREAS, Ametrine intends to purchase new equipment and relocate existing equipment to the City
with a tax appraisal value of at least $5,300,000 in 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, per unit
and has a model number and/or serial number and is purchased new or relocated from
Ametrine's existing facility and used for the purpose of supporting Ametrine's
manufacturing operations at the Facility.
Ametrine Amendment(003)
2.2 "Economic Incentive Payment(s)" ("EIPs") means the amounts paid by TEDCO to
Ametrine under this Agreement.
2.3 "Effective Date" is the 14`h day of January, the date the 2021 Agreement was 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.
2.5 "Facility" means the existing shell building located in the Round Rock city limits with
an address of 900 E. Old Settlers Blvd, Building 3, Suite#100.
2.6 "Real Property Improvements" 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 Ametrine'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 the final EIP is made in accordance with 5.1 below.
4. Rights and Obligations of Ametrine.
4.1 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. Ametrine agrees to provide TEDCO with an executed copy of the aforesaid
lease.
4.2 Investment in the Facility. Over the term of this Agreement,Ametrine agrees to spend at
least $3,350,000 for Real Property Improvements and $5,300,000 for Business Personal
Property for the Facility according to the schedule set forth below:
Real Property Business Personal
On or Before Iml2rovements Propelly
December 31,2021 $ 1,000,000 $ 300,000
December 31,2022 $ 500,000 $ 100,000
December 31,2023 $ 500,000 $ 100,000
December 31,2024 $ 500,000 $ 100,000
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December 31,2025 S 200,000 $1,400,000
December 31,2026 $ 100,000 $1,500,000
December 31,2027 $ 100,000 S 400,000
December 31,2028 $ 100,000 S 400,000
December 31,2029 $ 100,000 S 400,000
December 31, 2030 $ 250,000 $ 600,000
TOTAL $3,350,000 $5,300,000
4.3 Evidence of Satisfaction of Investment and Tax Appraisal Value. On or before April 15
of the following calendar year, with respect to the Real Property Improvements
requirements, Ametrine agrees to provide proof to TEDCO that the above required
expenditures have been made. With respect to the Business Personal Property
requirements, on or before April 15 of the following calendar year, Ametrine agrees to
provide proof to TEDCO that it has met the requirements. The proof can be in the form
of receipts for the purchase cost of new equipment and/or evidence of the Williamson
Central Appraisal District's appraised value of the used equipment relocated to the
Facility. TEDCO shall have the right,at its expense to audit Ametrine's records to verify
same following reasonable advance notice to Ametrine.
4.4 Employees. Over the term of this Agreement, Ametrine 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 in accordance with the following schedule:
On or Before New Jobs Created
December 31,2021 16
December 31,2022 8
December 31, 2023 10
December 31,2024 15
December 31,2025 16
December 31,2026 15
December 31,2027 15
December 31,2028 15
December 31,2029 15
December 31,2030 15
TOTAL 140
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4.5 Job Compliance Affidavit. On or before April 15 of 2022, and of each calendar year
thereafter through April 15, 2031, Ametrine agrees to provide to TEDCO a completed
Job Compliance Affidavit, the form of such Job Compliance Affidavit being attached
hereto as Exhibit A. TEDCO shall have the right, at its expense and following
reasonable advance notice to Ametrine, to audit Ametrine's records to verify that this
obligation has been satisfied.
4.6 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 Ametrine
satisfies the aforesaid requirements for any calendar year prior to December 31, it shall
notify TEDCO in 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 Ametrine the appropriate
EIP in accordance with Sec. 5.1.
4.7 Compliance with regulations. Ametrine agrees that it will comply with the City'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 any force majeure events.
5. Rights and Obligations of TEDCO.
In consideration of Ametrine's compliance with this Agreement, TEDCO agrees as follows:
5.1 Economic Incentive Pa, my eats ("EIPs").
5.1.1 EIPs. TEDCO shall, subject to Ametrine's satisfaction of its obligations set forth
in section 4 above, make EIPs to Ametrine as set forth below. The EIPs shall be made in
annual payments on or before June 1 of each year, as follows:
Year EIP Amount
2022 $ 69,000
2023 $ 69,000
2024 $ 69,000
2025 $ 69,000
2026 $ 69,000
TOTAL $345,000
5.1.2 EIPs 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
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Ametrine. The ElPs by TEDCO under this Agreement are subject to TEDCO's
appropriation of funds for such payments in 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 Ametrine for such EIP's; however, TEDCO
shall extend this Agreement for another year(s), until Ametrine has received all of the
EIPs provided herein. In addition, Ametrine shall have the right but not the obligation to
terminate this Agreement,which shall not be deemed to constitute a default by Ametrine,
and, in such event, Ametrine shall be permitted to retain any EIP monies received on or
before the date of termination. 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 TEDCO terminates this Agreement as a result of Ametrine'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, 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 things 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 is within its authority, and that it is 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 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
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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
attorney's fees and expenses pursuant to the Terms of Sec. 7.4.
7.4 Attorney's Fees. In the event any legal action or proceeding is commenced in 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 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
with respect to the subject matter hereof. This Agreement may only be amended,altered
or revoked by written instrument signed by the Parties.
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. 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 Ametrine may
assign this Agreement without the consent of TEDCO to an entity which controls, is
controlled by or is under common control with Ametrine, any successor entity to
Ametrine by way of merger, consolidation or other non-bankruptcy corporate
reorganization, or an entity which acquires all or substantially all of Ametrine'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.
7.9 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:
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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: lhadlevaroundrocktexas.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: steveascrrlaw.com
If to Ametrine:
Ametrine Inc.
900 E. Old Settler's Blvd., Ste. 100
Round Rock, TX 78681
Attn: Brandon Cates
Email: brandon.cates(&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 nor 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 Severability. 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 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.
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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; 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 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. TEDCO,its past,present and future officers,elected officials,employees and
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 Effective Date.
SIGNATURES ON FOLLOWING PAGE
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ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION
By: 4 A/
Craig Morgan, Pr sident
AMETRINE, INC.
E3y:
Brandon T. Cates, CEO
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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 . 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. "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, Ametrine Inc. had created the following Employee positions:
EMPLOYEE ID NO. JOB POSITION OR TITLE
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TOTAL JOBS
DATED THIS DAY OF 202—.
By: (Signature)
(Printed Name)
(Title)
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS THE DAY OF ,
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NOTARY PUBLIC, STATE OF TEXAS
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