R-01-11-08-14E1 - 11/8/2001THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This Tax Abatement Agreement ( "Agreement ") is entered into by and
between the City of Round Rock, Texas, a home rule city and municipal
corporation of Williamson County, Texas, duly acting herein by and
through its Mayor, hereinafter referred to as "City "; and DuPont
Photomasks, Inc., a Delaware corporation, duly acting by and through
its President or any Vice President, hereinafter referred to as
"Owner ".
: ODMA \WORLOOY\O: \WOQx\cORR \ UNL \MM." P \OOD19382 /ele
TAX ABATEMENT AGREEMENT
RECITALS
1
ORIGINAL
R- ol- 11-o8- wet
WHEREAS, on the 13th day of September, 2001, the City Council,
of the City of Round Rock, Texas, adopted Ordinance No. G- 01- 09 -13-
14D1 establishing Reinvestment Zone No. 19A, City of Round Rock, Texas
for commercial /industrial tax abatement, hereinafter referred to as
"Ordinance No. G- 01- 09- 13- 14D1 ", as authorized by Chapter 312, Tax
Code, V.A.T.S. as amended, hereinafter referred to as the "Code "; and
WHEREAS, the City has adopted Ordinance No. G- 99- 10- 28 -9B3, which
Ordinance adopted appropriate guidelines and criteria governing
reinvestment zones and tax abatement agreements to be entered into by
the City as contemplated by the Code; and
WHEREAS, the contemplated use of the Premises (as hereinafter
defined) and Improvements (as hereinafter defined) as well as the
terms of this Agreement are consistent with encouraging development
in said Reinvestment Zone No. 19A in accordance with the purposes for
its creation and are in compliance with Ordinance No. G- 99 -10 -28 -9B3
and the guidelines and criteria adopted by the City and all applicable
laws; and
WHEREAS, the Improvements constitute a major investment within
Reinvestment Zone No. 19A that will substantially increase the
appraised value of the property within the zone; and will contribute
to the retention or expansion of primary and secondary employment
within the City; and
WHEREAS, the City finds that there will be no substantial adverse
effects on the provision of governmental services or on its tax base
and that the planned use of the Premises will not constitute a hazard
to public safety, health, or welfare, NOW THEREFORE, the parties
hereto do mutually agree as follows:
1. Property Subiect to Agreement. The property to be the
subject of this Agreement shall be that property which is more fully
described in Exhibit "A," and which is included within the
Reinvestment Zone No. 19A. Pursuant to this agreement, such property,
namely the JEOL tool and the new 0.10um technology line, shall be
subject to this Agreement and is hereinafter referred to as the
"Improvements." Reinvestment Zone No. 19A shall be hereinafter
referred to as the "Premises," a map of which is included herein
within Exhibit "B."
2. Implementation of Improvements. The Owner shall promptly
acquire and implement its Improvements as described in the application
for tax abatement, (a copy of which is attached hereto as Exhibit "B ")
on the Premises. The Improvements shall consist of new equipment to
increase the capacity of Owner's existing photomask business. The
total acquisition and implementation cost of the Improvements is
approximately Twenty -seven Million and no /100 Dollars ($27,000,000.00)
for the production equipment. Such Improvements are to be installed
on or before December 31, 2001, provided that Owner shall have such
additional time to install the Improvements as may be required in the
event of "force majeure" if Owner is diligently and faithfully
pursuing installation of the Improvements. For this purpose, "force
majeure" shall mean any contingency or cause beyond the reasonable
control of Owner including, without limitation, acts of God or the
public enemy, war, riot, civil commotion, insurrection, governmental
or de facto governmental action (unless caused by acts or omissions
of Owner), fires, explosions or floods, and strikes.
3. Installation of Improvements. The Owner agrees and covenants
that it will diligently and faithfully in a good and workmanlike
manner pursue the installation of the Improvements as a good and
valuable consideration of this Agreement. Owner further covenants and
agrees that all acquisition, installation, and implementation of the
Improvements will be in accordance with all applicable state and local
laws and regulations or valid waiver thereof. In further
consideration, Owner shall thereafter throughout the duration of this
2
Agreement continuously operate and maintain the Improvements or
comparable equipment upon the Premises.
4. Provision of lobs. The Owner agrees and covenants that it
will provide and /or retain at least the number of jobs on the Premises
from the installation date of the Improvements throughout the term of
this Agreement according to the following schedule:
Date Retain New Total
On December 31, 2002 287 2 289
On December 31, 2003 289 3 292
On December 31, 2004 292 2 294
On December 31, 2005 294 2 296
On December 31, 2006 296 1 297
The Owner shall provide to the City annual manpower reports in
the form attached hereto as Exhibit "C" and made a part hereof, within
sixty (60) days following the end of each calendar year.
Regardless of anything contained herein to the contrary, the
failure by Owner to provide the number of jobs set out in the above
schedule shall not be considered an event of default as defined in
paragraph 8 below unless the number of jobs actually provided is less
than seventy -five percent (75 %) of the number set out in the schedule.
If the actual number of jobs provided at the end of any year is less
than the scheduled number but is seventy -five percent (75 %) or more,
then the percentage of tax abatement for the following year as
provided in paragraph 6 below shall be reduced. The percentage of tax
abatement shall be reduced by the same percentage that the actual
number of jobs bears to the scheduled number of jobs. By way of
illustration, if on December 31, 2004 Owner has provided ten percent
(10 %) fewer jobs than is required, then its abatement shall be reduced
by ten percentage points (i.e. the 75% abatement shall be reduced ten
percentage points to a 65% abatement.) Failure of the Owner to provide
at least seventy -five percent (75 %) of the number of jobs required by
this Agreement shall be considered an event of default.
5. Application for Tax Abatement. The Owner agrees and
covenants that the attached application for tax abatement (Exhibit
"B ") is a part of this Agreement, and Owner further warrants that the
information provided in that application is true and correct. If any
materially false or misleading information is provided in said
3
application, City shall have the discretion to declare this Agreement
to be in default and City shall be entitled to the remedies provided
for in paragraph 8.
6. Portion of Taxes Abated. Subject to the terms and conditions
of this Agreement, and subject to the rights of the holders of any
outstanding bonds of the City, a portion of personal property taxes
from the Premises otherwise owed to the City shall be abated. The City
hereby acknowledges that it is not aware of any terms or conditions
of any outstanding bonds which would invalidate this Agreement. Said
abatement shall be an amount equal to the below- stated percentages
assessed upon the value of the Improvements over the value in the year
in which this Agreement is executed, in accordance with the terms of
this Agreement and all applicable state and local regulations:
Tax Year 2002 100% abatement
Tax Year 2003 100% abatement
Tax Year 2004 75% abatement
Tax Year 2005 50% abatement
Tax Year 2006 25% abatement
These abatements shall be for five (5) tax years beginning
January 1, 2002.
7. Right of Inspection. The Owner further agrees that the
City, its agents and employees shall have the right to enter upon the
Premises at any reasonable time to inspect the Improvements in order
to determine whether the installation of the Improvements is in
accordance with this Agreement and all applicable Federal, state, and
local laws, ordinances, and regulations or valid waiver thereof.
After installation of the Improvements, the City shall have the
continuing right to enter upon and inspect the Premises at any
reasonable time to determine whether the Premises are thereafter
maintained and operated in accordance with this Agreement and all
applicable Federal, state, and local laws, ordinances, and
regulations. If the City determines that a violation of a Federal,
state or local law, ordinance or regulation exists on the Premises,
the City may, in addition to any other authorized enforcement action,
provide to the Owner written notice of such violation. For the
purposes of this Agreement, the Owner shall have ten (10) days from
the date of the notice to cure or remedy such violation. If the Owner
fails or refuses to cure or remedy the violation within the ten (10)
day period, the Owner is subject to the forfeiture, at the discretion
4
of the City, of any right to any tax abatement for a portion of the
period or the entire period covered by this Agreement. In addition,
the failure or refusal to cure or remedy the aforesaid violation
shall be considered a default of this Agreement under paragraph 8.
8. Events of Default. In the event that (1) the Improvements
for which an abatement has been granted are not installed in
accordance with this Agreement or (2) Owner allows its ad valorem
taxes owed the City to become delinquent and fails to timely and
properly follow the legal procedures for protest and /or contest of
any such ad valorem taxes; or (3) Owner breaches any of the terms or
conditions of this Agreement, then this Agreement shall be in
default. In the event that the Owner defaults in its performance of
(1), (2), or (3) above, then the City shall give the Owner written
notice of such default and if the Owner has not cured such default
within thirty (30) days of said written notice, this Agreement may
be terminated by the City by written notice to Owner. Such notice
shall be in writing and shall be delivered by personal delivery or
certified mail to:
DuPont Photomasks, Inc.
Attn.:Executive Vice President & General Counsel
100 Texas Ave.
Round Rock, Texas 78664
As liquidated damages in the event of default and in accordance
with Section 312.205, Tax Code, V.A.T.S., as amended, all taxes which
otherwise would have been paid to the City without the benefit of
abatement (without the addition of penalty, but interest will be
charged at the statutory rate for delinquent taxes as determined by
Section 33.01 of the Tax Code) shall become a debt owed by Owner to
the City and shall be due, owing and paid to the City within sixty
(60) days of the expiration of the above mentioned applicable cure
period. The City shall have all remedies for the collection of the
recaptured tax revenue as provided generally in the Tax Code for the
collection of delinquent property taxes.
10. Agricultural Land. It is understood and agreed by the City
and the Owner that if the Premises have been designated and taxed as
agricultural land pursuant to Chapter 23, Subchapter C, Tax Code,
V.A.T.S., this Agreement shall not be effective and no abatement will
be granted until Owner has removed the agricultural use designation
5
and all taxes due pursuant to Section 23.55, Tax Code, V.A.T.S., as
amended, (roll back taxes) have been paid.
11. Authorizations:
a) City. This Agreement was authorized by Resolution of
the City Council at its council meeting on the 25th day of
October, 2001, authorizing the Mayor to execute the Agreement
on behalf of the City.
b) DuPont Photomasks, Inc. This Agreement was authorized
by the Board of Directors of Owner, which authorization is
attached hereto as Exhibit "D ".
12. Miscellaneous provisions.
a) City representations. The City represents and warrants
that the Premises do not include any property that is owned by
a member of its respective council or boards, agencies,
commissions, or other governmental bodies approving, or having
responsibility for the approval of, this Agreement.
b) Agreement binds successors. The terms and conditions of
this Agreement are binding upon the successors and assigns of
all parties hereto.
c) Assignment. This Agreement cannot be assigned by Owner
unless written permission is first granted by the City, which
permission shall not be unreasonably withheld; provided however,
Owner may assign its rights under this Agreement to an entity
which is wholly owned by Owner. No assignment shall be approved
if the assignor or assignee are indebted to the City for ad
valorem taxes or other obligations.
d) Conveyance pursuant to financing of Improvements. It
shall not be a default of this Agreement for Owner to convey the
Premises and /or Improvements to a third party lender for the
purpose of financing the installation, purchase, or
implementation of the Improvements. As long as Owner is
otherwise in compliance with the terms of this Agreement, the
owner of the Premises and Improvements, whether the Owner or
third party lender, will be entitled to receive the abatements
provided for herein.
6
e) Owner acting independently. It is understood and agreed
between the parties that the Owner, in performing its
obligations hereunder, is acting independently, and the City
assumes no responsibilities or liabilities in connection
therewith to third parties.
f) Owner's Indemnity. During the term of this Agreement,
Owner agrees to indemnify and hold the City harmless from any
and all kinds of claims, losses, damages, injuries, suits, or
judgments which may accrue to Owner, City, or third parties
arising out of this Agreement.
g) Venue. This Agreement is performable in Williamson
County, Texas, and venue for any suit arising hereunder shall
be in Williamson County, Texas.
7
Witness our hands this u y ' day of , 2001.
ATTEST:
ettutAfLuk`O
Secretary
— 3AP - , City S
CHe.IsT /*i e. MA- ATiN62-
CITY OF ROUND ROCK, TEXAS
DUPONT PHOTOMASKS, INC.
8
RESOLUTION NO. R- O1- 1I- 08 -14E1
WHEREAS,the City Council, on the 13th day of September, 2001, in
Ordinance No. G- 01- 09- 13 -14D1, created Reinvestment Zone No. 19A in the
City of Round Rock, Texas, and
WHEREAS, in accordance with Chapter 312, Tax Code, V.A.T.S. as
amended, the City desires to enter into a tax abatement agreement with
DuPont Photomasks, Inc., regarding property located in Reinvestment
Zone No. 19A, and
WHEREAS,the Council has determined that all requirements of the
guidelines and criteria adopted by Ordinance No. G- 99- 10- 28 -9B3 have
been complied with, 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 a Tax Abatement Agreement with DuPont Photomasks,
Inc., a copy of said agreement being attached hereto as Exhibit "A" and
incorporated herein.
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.
ODMA \WORLDOX \Oi \WDOX \RESOLDTI \R11108E1.WPD /kw
TTEST:
RESOLVED this 8th day of November, 2001.
R
CHRISTINE R. MARTINEZ, City Se$etary
2
RO-' A. STLUKA, R., Mayor
City of Round Rock, Texas
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
TAX ABATEMENT AGREEMENT
'phis Tax Abatement Agreement ( "Agreement ") is entered into by and
between the City of Round Rock, Texas, a home rule city and municipal
corporation of Williamson County, Texas, duly acting herein by and
through its Mayor, hereinafter referred to as "City "; and DuPont
Photomasks, Inc., a Delaware corporation, duly acting by and through
its President or any Vice President, hereinafter referred to as
"Owner ".
RECITALS
WHEREAS, on the 13th day of September, 2001, the City Council,
of the City of Round Rock, Texas, adopted Ordinance No. G- O1- 09 -13-
14D1 establishing Reinvestment Zone No. 19A, City of Round Rock, Texas
for commercial /industrial tax abatement, hereinafter referred to as
"Ordinance No. G- 01- 09- 13- 14D1 ", as authorized by Chapter 312, Tax
Code, V.A.T.S. as amended, hereinafter referred to as the "Code "; and
WHEREAS, the City has adopted Ordinance No. G- 99- 10- 28 -9B3, which
Ordinance adopted appropriate guidelines and criteria governing
reinvestment zones and tax abatement agreements to be entered into by
the City as contemplated by the Code; and
WHEREAS, the contemplated use of the Premises (as hereinafter
defined) and Improvements (as hereinafter defined) as well as the
terms of this Agreement are consistent with encouraging development
in said Reinvestment Zone No. 19A in accordance with the purposes for
its creation and are in compliance with Ordinance No. G- 99 -10 -28 -9B3
and the guidelines and criteria adopted by the City and all applicable
laws; and
WHEREAS, the Improvements constitute a major investment within
Reinvestment Zone No. 19A that will substantially increase the
appraised value of the property within the zone; and will contribute
to the retention or expansion of primary and secondary employment
within the City; and
OOMB\WORLOO % \O: \ W00%\ CORK \GNL \TA%BBDUP \00010J0] .NPO /s1s
1
WHEREAS, the City finds that there will be no substantial adverse
effects on the provision of governmental services or on its tax base
and that the planned use of the Premises will not constitute a hazard
to public safety, health, or welfare, NOW THEREFORE, the parties
hereto do mutually agree as follows:
1. Property Subiect to Agreement. The property to be the
subject of this Agreement shall be that property which is more fully
described in Exhibit "A," and which is included within the
Reinvestment Zone No. 19A. Pursuant to this agreement, such property,
namely the JEOL tool and the new 0.10um technology line, shall be
subject to this Agreement and is hereinafter referred to as the
"Improvements." Reinvestment Zone No. 19A shall be hereinafter
referred to as the "Premises," a map of which is included herein
within Exhibit "B."
2. Implementation of Improvements. The Owner shall promptly
acquire and implement its Improvements as described in the application
for tax abatement, (a copy of which is attached hereto as Exhibit "B ")
on the Premises. The Improvements shall consist of new equipment to
increase the capacity of Owner's existing photomask business. The
total acquisition and implementation cost of the Improvements is
approximately Twenty -seven Million and no /100 Dollars ($27,000,000.00)
for the production equipment. Such Improvements are to be installed
on or before December 31, 2001, provided that Owner shall have such
additional time to install the Improvements as may be required in the
event of "force majeure" if Owner is diligently and faithfully
pursuing installation of the Improvements. For this purpose, "force
majeure" shall mean any contingency or cause beyond the reasonable
control of Owner including, without limitation, acts of God or the
public enemy, war, riot, civil commotion, insurrection, governmental
or de facto governmental action (unless caused by acts or omissions
of Owner), fires, explosions or floods, and strikes.
3. Installation of Improvements. The Owner agrees and covenants
that it will diligently and faithfully in a good and workmanlike
manner pursue the installation of the Improvements as a good and
valuable consideration of this Agreement. Owner further covenants and
agrees that all acquisition, installation, and implementation of the
Improvements will be in accordance with all applicable state and local
laws and regulations or valid waiver thereof. In further
consideration, Owner shall thereafter throughout the duration of this
2
Agreement continuously operate and maintain the Improvements or
comparable equipment upon the Premises.
4. Provision of jobs. The Owner agrees and covenants that it
will provide and /or retain at least the number of jobs on the Premises
from the installation date of the Improvements throughout the term of
this Agreement according to the following schedule:
Date Retain New Total
On December 31, 2002 287 2 289
On December 31, 2003 289 3 292
On December 31, 2004 292 2 294
On December 31, 2005 294 2 296
On December 31, 2006 296 1 297
The Owner shall provide to the City annual manpower reports in
the form attached hereto as Exhibit "C" and made a part hereof, within
sixty (60) days following the end of each calendar year.
Regardless of anything contained herein to the contrary, the
failure by Owner to provide the number of jobs set out in the above
schedule shall not be considered an event of default as defined in
paragraph 8 below unless the number of jobs actually provided is less
than seventy -five percent (75 %) of the number set out in the schedule.
If the actual number of jobs provided at the end of any year is less
than the scheduled number but is seventy -five percent (75 %) or more,
then the percentage of tax abatement for the following year as
provided in paragraph 6 below shall be reduced. The percentage of tax
abatement shall be reduced by the same percentage that the actual
number of jobs bears to the scheduled number of jobs. By way of
illustration, if on December 31, 2004 Owner has provided ten percent
(10 %) fewer jobs than is required, then its abatement shall be reduced
by ten percentage points (i.e. the 75% abatement shall be reduced ten
percentage points to a 65% abatement.) Failure of the Owner to provide
at least seventy -five percent (75 %) of the number of jobs required by
this Agreement shall be considered an event of default.
5. Application for Tax Abatement. The Owner agrees and
covenants that the attached application for tax abatement (Exhibit
"0") is a part of this Agreement, and Owner further warrants that the
information provided in that application is true and correct. If any
materially false or misleading information is provided in said
3
application, City shall have the discretion to declare this Agreement
to be in default and City shall be entitled to the remedies provided
for in paragraph 8.
6. Portion of Taxes Abated. Subject to the terms and conditions
of this Agreement, and subject to the rights of the holders of any
outstanding bonds of the City, a portion of personal property taxes
from the Premises otherwise owed to the City shall be abated. The City
hereby acknowledges that it is not aware of any terms or conditions
of any outstanding bonds which would invalidate this Agreement. Said
abatement shall be an amount equal to the below- stated percentages
assessed upon the value of the Improvements over the value in the year
in which this Agreement is executed, in accordance with the terms of
this Agreement and all applicable state and local regulations:
Tax Year 2002
Tax Year 2003
Tax Year 2004
Tax Year 2005
Tax Year 2006
100% abatement
100% abatement
75% abatement
50% abatement
25% abatement
These abatements shall be for five (5) tax years beginning
January 1, 2002.
7. Right of Inspection. The Owner further agrees that the
City, its agents and employees shall have the right to enter upon the
Premises at any reasonable time to inspect the Improvements in order
to determine whether the installation of the Improvements is in
accordance with this Agreement and all applicable Federal, state, and
local laws, ordinances, and regulations or valid waiver thereof.
After installation of the Improvements, the City shall have the
continuing right to enter upon and inspect the Premises at any
reasonable time to determine whether the Premises are thereafter
maintained and operated in accordance with this Agreement and all
applicable Federal, state, and local laws, ordinances, and
regulations. If the City determines that a violation of a Federal,
state or local law, ordinance or regulation exists on the Premises,
the City may, in addition to any other authorized enforcement action,
provide to the Owner written notice of such violation. For the
purposes of this Agreement, the Owner shall have ten (10) days from
the date of the notice to cure or remedy such violation. If the Owner
fails or refuses to cure or remedy the violation within the ten (10)
day period, the Owner is subject to the forfeiture, at the discretion
4
of the City, of any right to any tax abatement for a portion of the
period or the entire period covered by this Agreement. In addition,
the failure or refusal to cure or remedy the aforesaid violation
shall be considered a default of this Agreement under paragraph 8.
8. Events of Default. In the event that (1) the Improvements
for which an abatement has been granted are not installed in
accordance with this Agreement or (2) Owner allows its ad valorem
taxes owed the City to become delinquent and fails to timely and
properly follow the legal procedures for protest and /or contest of
any such ad valorem taxes; or (3) Owner breaches any of the terms or
conditions of this Agreement, then this Agreement shall be in
default. In the event that the Owner defaults in its performance of
(1), (2), or (3) above, then the City shall give the Owner written
notice of such default and if the Owner has not cured such default
within thirty (30) days of said written notice, this Agreement may
be terminated by the City by written notice to Owner. Such notice
shall be in writing and shall be delivered by personal delivery or
certified mail to:
DuPont Photomasks, Inc.
Attn.:Executive Vice President & General Counsel
100 Texas Ave.
Round Rock, Texas 78664
As liquidated damages in the event of default and in accordance
with Section 312.205, Tax Code, V.A.T.S., as amended, all taxes which
otherwise would have been paid to the City without the benefit of
abatement (without the addition of penalty, but interest will be
charged at the statutory rate for delinquent taxes as determined by
Section 33.01 of the Tax Code) shall become a debt owed by Owner to
the City and shall be due, owing and paid to the City within sixty
(60) days of the expiration of the above mentioned applicable cure
period. The City shall have all remedies for the collection of the
recaptured tax revenue as provided generally in the Tax Code for the
collection of delinquent property taxes.
10. Agricultural Land. It is understood and agreed by the City
and the Owner that if the Premises have been designated and taxed as
agricultural land pursuant to Chapter 23, Subchapter C, Tax Code,
V.A.T.S., this Agreement shall not be effective and no abatement will
be granted until Owner has removed the agricultural use designation
5
and all taxes due pursuant to Section 23.55, Tax Code, V.A.T.S., as
amended, (roll back taxes) have been paid.
11. Authorizations:
a) City. This Agreement was authorized by Resolution of
the City Council at its council meeting on the 25'" day of
Actober, 2001, authorizing the Mayor to execute the Agreement
on behalf of the City.
b) DuPont Photomasks, Inc. This Agreement was authorized
by the Board of Directors of Owner, which authorization is
attached hereto as Exhibit "D ".
12. Miscellaneous provisions.
a) City representations. The City represents and warrants
that the Premises do not include any property that is owned by
a member of its respective council or boards, agencies,
commissions, or other governmental bodies approving, or having
responsibility for the approval of, this Agreement.
b) Agreement binds successors. The terms and conditions of
this Agreement are binding upon the successors and assigns of
all parties hereto.
c) Assignment. This Agreement cannot be assigned by Owner
unless written permission is first granted by the City, which
permission shall not be unreasonably withheld; provided however,
Owner may assign its rights under this Agreement to an entity
which is wholly owned by Owner. No assignment shall be approved
if the assignor or assignee are indebted to the City for ad
valorem taxes or other obligations.
d) Conveyance pursuant to financing of Improvements. It
shall not be a default of this Agreement for Owner to convey the
Premises and /or Improvements to a third party lender for the
purpose of financing the installation, purchase, or
implementation of the Improvements. As long as Owner is
otherwise in compliance with the terms of this Agreement, the
owner of the Premises and Improvements, whether the Owner or
third party lender, will be entitled to receive the abatements
provided for herein.
6
e) Owner acting independently. It is understood and agreed
between the parties that the Owner, in performing its
obligations hereunder, is acting independently, and the City
assumes no responsibilities or liabilities in connection
therewith to third parties.
f) Owner's Indemnity. During the term of this Agreement,
Owner agrees to indemnify and hold the City harmless from any
and all kinds of claims, losses, damages, injuries, suits, or
judgments which may accrue to Owner, City, or third parties
arising out of this Agreement.
g) Venue. This Agreement is performable in Williamson
County, Texas, and venue for any suit arising hereunder shall
be in Williamson County, Texas.
7
Witness our hands this day of , 2001.
ATTEST:
JOANNE LAND, City Secretary
CITY OF ROUND ROCK, TEXAS
ROBERT A. STLUKA, Mayor
DUPONT PHOTOMASKS, INC.
Afr
8
Tax Abatement
Application
City of Round Rock
Exhibits A, B, C, D
oU PONT
DuPont Photomasks, Inc.
131 Old Settler's Blvd.
Round Rock, Texas 78664
(512) 310-6000
EXHIBIT "A"
Page 1 of 2
Property /Project Description
The capital investment in the JEOL tool has precipitated the additional investment for a complete
new 0.10um technology line. Whenever, a next generation tool is installed, there are
complementary tools, that are required to support the full process of the next generation products
(approx. $27M for the line).
This investment is critical to our customers, their next generation products, and the migration of
sub - micron features. This investment represents the prudent position in the Semiconductor
Industry, to ensure leading -edge capability, and therefore, additional market share and resource
allocation, as we continue to grow our business.
The need for highly skilled personnel will be an attribute of this expansion. Our customer base
(Motorola, AMD, Micron, TI, etc.) is driving the technology, from which we need to be ready to
support.
TOOL & SUPPORT EQUIPMENT FOR PROJECT* 02848 (100NM TECHNOLOGY LINE)
MAJOR TOOLS EST. COST VENDOR PO*
JEOL JBX- 9000MVII +BT LASER LITHO TOOL 13,160,000.00 JEOL USA 10010486
KLA F27
KLA F77
UITE B CONSTRUCTION
CLEANROOM EXTERIOR UPGRADE
CLEANROOM ACCESS DOOR UPGRADE
PIPING INSULATION
JEOL SUPPORT EQUIPMENT
AIR SHOWER
PEDESTALS
UNAXIS SMIF UPGRADE
ASYST MINI- ENVIRONMENT
ROOM IONIZATION
DI WATER METER
SHOE CLEANERS
MANUAL SMIF POD OPENER
DuPont Photomasks, Inc.
Tax Abatement Equipment Listing
INSPECTION TOOL
INSPECTION TOOL
SUB -TOTAL
Attachment 1
VLR UPGRADE FOR SMIF
5,000,000.00
8,000.000.00
26,160,000.00
MECHANICAL FIRE SUPPRESSION 15,685.00 NORTH STAR
VESDA FIRE SUPPRESSION 13,987.00 ATLAS SECURITY
SMOKE DETECTORS FIRE SUPPRESSION 1,290.00 ATLAS SECURITY
HALON FIRE SUPPRESSION 7,000.00 ATLAS SECURITY
127,335.79
128,745.54
16,098.00
SUB -TOTAL 288,256.00
GRAND TOTAL 27,541,353.33
KLA- TENCOR
KLA- TENCOR
CLEANROOM MECHANICAL 355,680.00 DYNAMIC SYSTEMS INC.
10005267
10009207
CLEANROOM ARCHITECTUAL 288,045.00 DAW TECHNOLOGIES
CONTROLS I &E CONTROLS 49,382.00 POWER QUALITY ENGINEERING 10010624
REYNOLDS CO 10010626
INOTEK 10010622
ELECTRICAL 180 CONTROLS 51,369 -00 WK JENNINGS
ENGINEERING I &E CONTROLS 38,500.00 POWER QUALITY ENGINEERING 10010623
SUB - TOTAL 1,083,087.33
57,146.00 DYNAMIC SYSTEMS INC.
WIC JENNINGS
12,000.00 ECHNICAL MANUFACTURING CORP10010495
80,000.00
20,000,00
80,910.00
26,500.00
6,300.00
5,400.00
9/11/01, RR JEOL Abatement.xls, List of equip Abatement *1
EXHIBIT "B"
APPLICATION FOR TAX ABATEMENT
This is to certify that the statements contained herein are true
and correct. The signers hereof are authorized to make these
statements on behalf of the applicant. The filing of this document
acknowledges familiarity and conformance with guidelines and
criteria for granting tax abatement. This application will become
part of the agreement which shall be enforceable and binding on the
applicant. False representations will be grounds for terminating
the agreement. Any such false statements shall be considered a
default which renders the agreement void. This application should
be filed with the City Manager of the City of Round Rock, 221 East
Main Street, Round Rock, Texas 78664.
I. APPLICANT INFORMATION: DATE:September 10, 2001
Company Name: DuPont Photomasks, Inc.
Address: 131 Old Settlers Blvd.
Round Rock, TX 78664
II. PROJECT INFORMATION:
A. Description of area to be designated as reinvestment
zone: (attach map)
The area has already been designated as a reinvestment zone.
Refer to attached map.
B. Description of eligible improvements (real property) to
be constructed:
Not Applicable
C. Current assessed value:
Not Applicable
Revised 10/26/00
Page 3
Reinvestment Zone 19A
DuPont Photomoasks, Inc.
D. Estimated value of eligible improvements:
building:Not Applicable
equipment: $27,000,000 Refer t.n 1tt.rhmant 1 fnr �Ar�i1A4
equipment listing.
E. Description of ineligible (taxable) property to be
included in project:
Not Applicable
F. Estimated value of ineligible property:
Not Applicable
G. Estimated value of site as of January 1 preceding
abatement agreement:
Land:
Improvements:
Personal
Property:
H. This project is:
( ) A New Plant ( ) An Expansion ( A Modernization
If Modernization:
Estimated economic life of existing plant:
Added economic life from modernization:
I. Tax abatement
100
100
75
50
25
III. ECONOMIC INFORMATION:
$5.500.000
$6,402,682
$71.284,540
n a
5
requested:
% of eligible property for year 1.
% of eligible property for year 2.
% of eligible property for year 3.
% of eligible property for year 4.
% of eligible property for year 5.
years
years
A. Construction Estimates: See statement below and Attachment #2
Commencement Date:
Completion Date:
# of Construction Jobs
* ** Only construction for remodeling of the cleanroom suite where
the tools will be housed will take place on this project.
The DPI cleanroom is classified as tangible personal property
not real property. Page 4
Revised 10/2e/u0
TOOL & SUPPORT EQUIPMENT FOR PROJECT # 02848 (100NM TECHNOLOGY LINE)
MAJOR TOOLS
JEOL JBX- 9000MVII +BT
KLA F27
KLA F77
SUITE B CONSTRUCTION
CLEANROOM EXTERIOR UPGRADE
CLEANROOM ACCESS DOOR UPGRADE
PIPING INSULATION
CLEANROOM ARCHITECTUAL
CONTROLS
ELECTRICAL
ENGINEERING
JEOL SUPPORT EQUIPMENT
DuPont Photomasks, Inc.
Tan Abatement Equipment Listing
LASER LITHO TOOL 13,180,000.00 JEOL USA 10010486
INSPECTION TOOL
INSPECTION TOOL
SUB -TOTAL
Attachment 1
EST. COST VENDOR PO#
5,000,000.00 KLA- TENCOR
8,000,000.00 KLA- TENCOR
26,160,000.00
MECHANICAL FIRE SUPPRESSION 15,685.00 NORTH STAR
VESDA FIRE SUPPRESSION 13,987.00 ATLAS SECURITY
SMOKE DETECTORS FIRE SUPPRESSION 1.290.00 ATLAS SECURITY
HALON FIRE SUPPRESSION 7,000.00 ATLAS SECURITY
CLEANROOM MECHANICAL 355,660.00 DYNAMIC SYSTEMS INC.
127,335,79
128,745.54
16,098.00
SUB -TOTAL 1,083,097.33
SUB -TOTAL 288,256.00
GRAND TOTAL 27,541,353.33
288,045.00 DAW TECHNOLOGIES
10005267
10009207
18E CONTROLS 49,382.00 POWER QUALITY ENGINEERING 10010624
REYNOLDS CO 10010628
INOTEK 10010822
18E CONTROLS 51,389.00 WK JENNINGS
I8E CONTROLS 38,500.00 POWER QUALITY ENGINEERING 10010623
AIR SHOWER 57,146.00 DYNAMIC SYSTEMS INC.
WK JENNINGS
PEDESTALS 12.000.00 ECHNICAL MANUFACTURING CORP10010495
UNMIS SMIF UPGRADE VLR UPGRADE FOR SMIF 80,000.00
ASYST MINI - ENVIRONMENT 20,000.00
ROOM IONIZATION 80,910.00
DI WATER METER 26,500.00
SHOE CLEANERS 6,300.00
MANUAL SMIF POD OPENER 5,400.00
Attachment 2
Description of Remodeling /Construction in Cleanroom (Tangible Personal
Property) Required for the Project
Installation of an advanced production line at the DuPont Photomasks —
Round Rock Manufacturing facility will include rework of Suite B, and
installation of capital equipment. Rework of Suite B is composed of
architectural ( cleanroom walls, flooring, ULPA filtration ); mechanical (
airhandlers, process piping, fire suppression ); Instrumentation and Electrical
( UPS, cleanroom environmental controls ). This rework will result in a sub
Class 1 cleanroom environment that will meet the lithography equipment's
facility requirements.
Local
Transfer
Total
Est. Salaries
2
2
8n non
3
3
12n,nno
2
2
80,000
2
2
80.000
1
1
40,000
B. Estimated number of jobs to be created:
1. December 31, 2002
2. December 31, 2003
3. December 31, 2004
4. December 31, 2005
5. December 31, 200
C. Other estimated taxes generated by project:
Sales Tax: Not Applicable
Other (Identify):
Not Applicable
D. The proposed reinvestment zone is located in:
City:
County:
School District:
Other Taxing
Jurisdiction:
v/),
Round Rock
Williamson
Brushy Creek WCID
Signatu/e of Authorized Company Official
John M. Lynn, EVP_Oeneral Counsel & Secretary
Printed Name and Title of Authorized
Company Official
Company Representative to be contacted:
Name:Mark Bjorge Title:Tax Manager
Address: 131 Old Settlers Blvd.
Upon receipt of the application, the City of Round Rock may also
require copies of the latest annual stockholders report, audited
financial statements, bank references, and any other information
required to evaluate the application.
Telephone No.: 512-310-6539
Revised 10/26/00
Round Rock, TX 78664
Round Rock Independent School District
(RRISD)
Page 5
VERIFICATION
STATE OF TEXAS
COUNTY OF WILLIAMSON
BEFORE ME, the undersigned Notary Public, on this day
personally ( a � p (\A peared JOHN M. L.WNN , EVP Genetx Ccuntel (title)
of DCC�O✓1 1 11mTO�145 1110. a- Sec-0a
(Owner), being by me duly sworn on his oath deposed and said that
he is duly qualified and authorized in all respects to make this
affidavit; that he has read the above and foregoing Application For
Tax Abatement; and that every statement contained in the
Application is within his knowledge and true and correct.
/30 SUBSCRIBED AND SWORN TO BEFORE ME on the � day of
5ciprui ,eg.,, 2003_, to certify which witness my hand and official
seal.
C. D. SCHEDLER
MY COMMISSION EXPIRES
March 16, 2002
Revised 10/26/00
Notary Public, State of Texas
Printed Name: e 1). ScJi ecd /e +'
My Commission Expires: 3//419.00
Page 6
EXHIBIT "C"
Manpower Report
I, (name),
(title) of (Owner) do
certify that on December 31, 200
there were full
time employees at (Company).
STATE OF TEXAS
COUNTY OF WILLIAMSON
§
Signature:
Printed Name:
Title:
Date:
BEFORE ME, the undersigned Notary Public, on this day
personally appeared of
(Owner) , being by me duly sworn on his oath deposed and said that
he is duly qualified and authorized in all respects to make this
affidavit; and that every statement contained in the Manpower
Report is within his knowledge and true and correct.
SUBSCRIBED AND SWORN TO BEFORE ME on the
day of , 200, to certify which witness my
hand and official seal.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
Mark Stephen Syrnic
Assistant Secretary
[Seal]
EXHIBIT D
Resolution of the Board of Directors
DUPONT PHOTOMASKS, INC.
SECRETARY'S CERTIFICATE
I, Mark Stephen Syrnick, Assistant Secretary of DuPont Photomasks, Inc. (the "Corporation "), a
corporation existing under the laws of the State of Delaware, do hereby certify that the following
is a true and correct copy of a resolution duly adopted by the Board of Directors of the
Corporation on December 21, 1995. I do further certify that such resolution remains in full force
and effect:
RESOLVED, that the Chairman, President, any Executive Vice President, the Treasurer or any
Assistant Treasurer, together with the Secretary or Assistant Secretary of the Corporation hereby
are authorized to sign and execute on behalf of this Corporation any and all proposals, contracts,
and/or indemnity, surety or guaranty bonds or agreements necessary in connection with its
business with national, state or local governments, corporations, partnerships, individuals,
whether in the United States, the Commonwealth of Puerto Rico, territories of the United States
or foreign countries.
IN WITNESS WHEREOF, I hereto set my signature and the Seal of the Corporation this 28
day of August, 2001.
SENT BY: CAPITOL APPRAISAL GROUP; 5123458589; AUG -18 -01 15:10; PAGE 2/2
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'November 4, 1999
TRAVIS CENTRAL APPRAISAL DISTRICT
1996 --
1994
1991 & Prior Years
ArrcoRY
C11RTA?FRAfsER
TRAVIS CENTRAL APPRAISAL DISTRICT
YEAR 2000 PRESENT VALUE FACTORS
SEMI- CONDUCTOR MANUFACT[IRINO EQUIPMENT
Year Acquired % fined
1999 77%
1998 --- - -- — 5144
24%
1995 14%
9%
1993 fi%
1992 3%
2%
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PA. box la99x7 Ant CI 13112 PAR% Ukiv AUSTIN, TIOCA5 -you (222) 43 TDD (511) 04.335s ?papa:1MU71
DATE: November 2, 2001
SUBJECT: City Council Meeting — November 8, 2001
ITEM: 14.E.1. Consider a resolution authorizing the Mayor to execute a Tax
Abatement Agreement with DuPont Photomasks, Inc
Resource: Joe Vining, Planning Director
History: This will be the second tax abatement agreement with DuPont Photomasks, Inc.
The Reinvestment Zone was re- instated as RZ 19A at the September 13, 2001
Council meeting.
Funding: N/A
Cost: Over a five year period at the current ad valorem tax rate, the value of the
abatement will be worth approximately $312,142.
Outside Resources: None
Impact: DuPont is investing $27 Million Dollars to upgrade their facility with the latest
technology.
Benefit: This investment will result in the creation of ten new jobs and a significant increase in
taxable tangible property.
Public Comment: In accordance with state tax code, each taxing unit was mailed a copy of
the agreement by certified mail On September 26, 2001.
Sponsor: Planning and Community Development Department
Mayor
Robert A, Stluka, Jr.
Mayor Pro-tem
Torn Nielson
Council Members
Alan McCraw
Carrie Pitt
Earl Palmer
Isabel Callahan
Cary Coe
City Manager
Robert L. Bennett, Jr.
City Attorney
Stephan L Sheets
CITY OF ROUND ROCK
January 30, 2002
Mr. Mark Bjorge, Tax Manager
DuPont Photomasks
131 Old Settlers Blvd.
Round Rock, TX 78664
Dear Mr. Bjorge:
221 East Main Street
Round Rock, Texas 78664
512- 218 -5400
The Round Rock City Council approved Resolution No. R- 01- 11 -08-
14E1 at their regularly scheduled meeting on November 8, 2001. This
resolution approves the Tax Abatement Agreement with DuPont
Photomasks, Inc., for Reinvestment Zone No. 19A.
Enclosed is a copy of the resolution and original agreement for your
files. If you have any questions, please do not hesitate to contact Joe
Vining at 218 -5428.
ncerely�,,
Christine R. Martinez
City Secretary
Enclosures
Fax: 512- 218 -7097
1- 800 - 735 -2989 TDD 1- 800 -735 -2988 Voice
www.ci.round- rock.tx.us