Contract - KingsIsle Gamigo - 12/16/2021 ECONOMIC DEVELOPMENT AGREEMENT
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This Economic Development Program Agreement("Agreement") is entered into this X day of
DecemberX , 2021, (the "Effective Date") by and between the Round Rock
Transportation and Economic Development Corporation, a Type B corporation ("TEDCO")
created under the authority of Chapters 501 and 505,Texas Local Government Code,(the"Code")
and Kingsisle Entertainment, Inc. ("KINGSISLE"), a Texas corporation. The foregoing shall
be referred to collectively as the "Parties".
WHEREAS, TEDCO has adopted a resolution approving the Project (defined below) and
authorizing the President to enter into this Agreement with KINGSISLE in recognition of the
creation of primary jobs and the positive economic benefits to the City of Round Rock(the"City")
as set forth below; and
WHEREAS, it is KINGSISLE agreement to (i) lease a facility (the "Facility") containing
approximately 33,000 square feet of office space, (ii) invest at least$500,000 in improvements to
the Facility and Business Personal Property, (as defined below), and (iii) create one hundred fifty
(150) new Primary Jobs (as defined below) over three (3)years(the "Project"); and
WHEREAS,the purpose of this Agreement is to promote economic development as contemplated
by Chapters 501 and 505 of the Texas Local Government Code; and
WHEREAS, TEDCO agrees to provide performance-based Economic Incentive Payments
("EIP's") (as defined below);
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 KINGSISLE agree as follows:
1. Authority. TEDCO's execution of this Agreement is authorized by§505.102 of the Texas
Local Government Code. TEDCO acknowledges that KINGSISLE is acting in reliance
upon TEDCO's performance of its obligations under this Agreement in making its decision
to commit substantial resources and money to lease, improve, and occupy the Facility and
create primary jobs.
2. Definitions.
2.1. "Business Personal Property" means fixtures, equipment, and furniture
purchased for the purpose of supporting KINGSISLE's business operation at the
Facility
2.2 "City" means the City of Round Rock, Texas.
2.3 "Economic Incentive Payment(s)" ("EIPs") means the amount paid by TEDCO
to KINGSISLE as set forth in Sec. 5.1.
2.4 "Effective Date"is the date set forth above in the introductory paragraph.
Kings Isle; Economic Deveopment Agreement; 12.2.21.docx
2.5 "Facility" means the office space containing 33,000 square feet in the building
located at 2700 La Frontera, Round Rock, Texas 78681.
2.6 "Full Time Equivalent Employee"("FTE") means a combination of employees,
each of whom individually is not a full-time employee because they are not
employed on average at least forty(40)hours per week,but who, in combination,
are counted as the equivalent of a full-time employee. FTE's shall include original
hires or their replacements over time.
2.7 "Recapture Liability" means the total amount of all EIP's that are paid as a result
of this Agreement that are subject to recapture by TEDCO from KINGSISLE in the
event of an KINGSISLE default.
2.8 "Year 1" means the calendar year 2022.
3 Term. This Agreement shall become enforceable upon its Effective Date and shall terminate
on December 31, of Year 3.
4 Rights and Obligations of KINGSISLE.
4.1 Construction. KINGSISLE agrees to lease and occupy the Facility on or before
January 1, 2022.
4.2 Investment.KINGSISLE agrees to invest at least$500,000 in improvements to the
Facility and in Business Personal Property, as set forth in the schedule below.
KINGSISLE agrees to provide TEDCO with documentation that shows proof that
this obligation has been satisfied, and TEDCO shall have the right to audit
KINGSISLE records to verify same.
Year 1 Improvements to the Facility $ 42,000
Business Personal Property 123,250
Year 2 Business Personal Property 118,750
Year 3 Business Personal Property 216,000
TOTAL $500,000
4.3 Jobs. KINGSISLE agrees to create and retain Primary Jobs as set forth in the
schedule below. The Primary Jobs shall earn an average salary of $ 85,000 per
year plus benefits.
Year Retained Jobs New Jobs Total Jobs
Year 1 0 50 50
Year 2 50 50 100
Year 3 100 50 150
With respect to its obligation to create and retain the aforesaid Primary Jobs,
KINGSISLE shall be entitled to include and receive credit for Primary Jobs
created and retained by its affiliated corporation, Gamigo US, Inc.
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4.4 Job Compliance Affidavit. On or before March 1 following each calendar year
of this Agreement, KINGSISLE agrees to provide to TEDCO a Job Compliance
Affidavit, a copy of such Job Compliance Affidavit being attached hereto as
Exhibit A. TEDCO shall have the right, following reasonable advance notice to
KINGSISLE,to audit KINGSISLE's records to verify that this obligation has been
satisfied.
4.5 Maintain Business Operations. KINGSISLE agrees to maintain its business
operations in the Facility during the term of this Agreement.
4.6 Compliance with regulations.KINGSISLE agrees that it will comply with the City's
development approval processes, and shall construct and install the improvements
and operate the Facility consistent with City ordinances, development regulations,
and legal requirements.
4.7 Clawback. In the event that KINGSISLE fails to comply with any of the actions as
described in Section 4.1 through 4.5 above, KINGSISLE will immediately pay to
TEDCO an amount equal to,but not to exceed,the Recapture Liability.
5. Economic Incentive Payments. In consideration of KINGSISLE compliance with this
Agreement, TEDCO agrees as follows:
5.1 "Primary Job"means a job that meets the definition in§501.002(12)of the Texas
Local Government Code.
5.2 "Recapture Liability" means the total amount of all EIP's that are paid as a result
of this Agreement that are subject to recapture by TEDCO from KINGSISLE in the
event of an KINGSISLE default.
6 Term. This Agreement shall become enforceable upon its Effective Date and shall terminate
on December 31, of Year 3.
7. Economic Incentive Payments. In consideration of KINGSISLE compliance with this
Agreement, TEDCO agrees as follows:
7.1 Schedule for EIPs. TEDCO shall, subject to KINGSISLE satisfaction of its
obligations set forth herein, make EIPs to KINGSISLE as set forth herein. The
EIP's shall be made in annual payments on or before April 1 of each year. "Year
I" shall be the calendar year following KINGSISLE receipt of its Certificate of
Occupancy for the Facility. The amount of the EIP's shall be as follows:
Year Amount of EIP
Year 1 $33,333.33
Year 2 $33,333.33
Year 3 $33,333.34
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7.2 EIP 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 KINGSISLE. The EIPs by TEDCO under this Agreement are subject to the
TEDCO's appropriation of funds for such payments in the budget year for which
they are made. The EIPs to be made to KINGSISLE, if paid, shall be made solely
from annual appropriations from the general funds of TEDCO under 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 EIP due
under this Agreement, such failure shall not be considered a default under Section
6.3,and TEDCO shall not be liable to KINGSISLE for such EIP,however,TEDCO
shall extend this Agreement for another year(s),until KINGSISLE has received all
of the EIPs provided for herein. In addition, KINGSISLE shall have the right but
not the obligation to rescind this Agreement. To the extent there is a conflict
between this paragraph and any other language or covenant in this Agreement,this
paragraph shall control.
7.3 EIP Recapture. In the event TEDCO terminates this Agreement as a result of
KINGSISLE default, TEDCO may recapture and collect from KINGSISLE the
Recapture Liability. KINGSISLE shall pay to TEDCO the Recapture Liability
within thirty (30) days after TEDCO makes demand for same, subject to any and
all lawful offsets, settlements, deduction, or credits to which KINGSISLE 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 statutory rate for delinquent
taxes as determined by Section 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.
8. Miscellaneous.
8.1. Mutual Assistance. TEDCO and KINGSISLE will do all things reasonably
necessary or appropriate to carry out the terms and provisions of this Agreement.
8.2. Representations and Warranties. TEDCO represents and warrants to KINGSISLE
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. KINGSISLE represents and warrants to TEDCO that it has
the requisite authority to enter into this Agreement.
8.3. Default.If either TEDCO or KINGSISLE should default in the performance of any
obligations of this Agreement, the other party shall provide such defaulting party
with notice of such default,and a reasonable opportunity 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, KINGSISLE shall
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have the right to pursue any remedy at law or in equity for TEDCO's breach. If
KINGSISLE remains in default after notice and opportunity to cure, TEDCO shall
have the right to pursue any remedy at law or in equity for KINGSISLE's breach.
8.4. Attorney's Fees. In the event any legal action or proceeding is commenced in a
court of competent jurisdiction between TEDCO and KINGSISLE to enforce
provisions of this Agreement and recover damages for breach, the prevailing party
in such legal action shall be entitled to recover its reasonable attorney's fees and
expenses incurred by reason of such action, to the extent allowed by law.
8.5. Entire Agreement. This Agreement contains the entire agreement between the
parties. This Agreement may only be amended, altered or revoked by written
instrument signed by TEDCO and KINGSISLE.
8.6. BindingEffect.ffect. This Agreement shall be binding on and inure to the benefit of the
parties,their respective successors and assigns.
8.7. Assignment. KINGSISLE 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 this
Agreement may be assigned by either party without the consent of the other to an
affiliate or to any third party who succeeds to substantially all of its business or
assets.
8.8. Amendment. This Agreement may be amended by the mutual written agreement of
the parties.
8.9. Termination. In the event KINGSISLE elects not to construct the Facility as
contemplated by this Agreement, KINGSISLE shall notify TEDCO in writing,and
this Agreement and the obligations on the part of both parties shall be deemed
terminated and of no further force or effect.
8.10. Notice.Any notice and or statement required and permitted to be delivered shall be
deemed delivered by actual delivery, facsimile with receipt of confirmation, or by
depositing the same in the United States mail, certified with return receipt
requested, postage prepaid, addressed to the appropriate party at the following
addresses:
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: lhadley@roundrocktexas.gov
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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@scrrlaw.com
If to KINGSISLE Kingsisle Entertainment, Inc.
P.O.Box 941409
Plano,TX 75074
Attn: Mervin Lee Kwai
Phone: 650-556-5516
Email:Mervin.LeeKwai@gami o.c�om
With a required copy to:
Kingsisle Entertainment Inc.
800 Bellevue Way NE#500
Bellvue,WA 98004
Attn: Amy Thomas
Phone: 425-497-4511
Email: amy.thomas@gamigo.com
Either party may designate a different address at any time upon written notice to
the other party.
8.11. 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.
8.12. Severability. In the event any provisions of this Agreement are illegal, invalid or
unenforceable under present or future laws, and in that event, it is the intention of
the parties that the remainder 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.
8.13. 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.
8.14. No Third-Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges, or causes of action upon any third party.
8.15. 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,
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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;
Pandemic Measures;storm or similar occurrences;orders or acts of military or civil
authority; litigation;changes in law,rules,or regulations outside the control of the
affected Party; national emergencies or insurrections; riots; acts of terrorism; or
supplier failures, shortages or breach or delay. Except as otherwise expressly
provided, herein, there shall be an equitable adjustment allowed for performance
under this Agreement as the result of any event of force majeure.
8.16. "Pandemic Measures" means any quarantine, cordon sanitaire, "shelter in place,"
work shut down order, non-essential business designation, occupancy or spacing
limitation, protective or cleaning measures, or any other valid law, ordinance or
regulation issued in response to a pandemic,or an epidemic occurring in the vicinity
of the Project, by a governmental entity with jurisdiction over the Project or the
Work, and which hinders or delays a Party's ability to satisfy an obligation of this
Agreement.
8.17. 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 the City, do not assume any responsibilities or liabilities
to any third party in connection with the development of the Facility or the design,
construction or operation of any portion of the Facility.
8.18. Estoppel Certificate.KINGSISLE 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 Section 6.18.The certificate,which will upon request be addressed
to KINGSISLE, or a lessee, purchaser or assignee of KINGSISLE, 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.
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EXECUTED to be effective as of the J�day of ~H F3 , 2021.
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORP.
By: , Al
Craig M rgan, P sident
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KINGSISLE ENTERTAINMENT, INC.
By:
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Jens Knauber,its Chief Executive Officer
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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:
1. "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.
2. "I am the (title) of KINGSISLE, and I am duly
authorized to make this affidavit.
3. "As of December 31, 20_, KINGSISLE and/or Gamigo US, Inc. had the following
Primary Job Positions:
EMPLOYEE ID NO. JOB POSITION OR TITLE ANNUAL SALARY
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EMPLOYEE ID NO. JOB POSITION OR TITLE ANNUAL SALARY
10
EMPLOYEE ID NO. JOB POSITION OR TITLE ANNUAL SALARY
TOTAL JOBS AVG. SALARY$
Dated this day of , 20_.
(signature)
(printed name)
(title)
Subscribed and sworn to before me on this the day , 20_.
Notary Public, State of Texas
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RESOLUTION NO. TB-2021-010
WHEREAS, Kingsisle Entertainment, Inc. ("KINGSISLE") has expressed an interest in
leasing office space (the "Facility") containing at least 33,000 square feet in a building located at 2700
La Frontera, City of Round Rock and to create 150 primary jobs over three (3) years (the "Project");
and
WHEREAS, the purpose of the Round Rock Transportation and Economic Development
Corporation ("TEDCO) is to promote economic development as contemplated by Chapters 501 and
505 of the Texas Local Government Code (the "Code"); and
WHEREAS, pursuant to §505.159 of the Code, the Board of Directors of TEDCO held a
public hearing on the proposed Project; and
WHEREAS, at said public hearing the Board heard evidence that the proposed project meets
the definition of a "project" under the terms of§501.101 of the Code; and
WHEREAS, the Board of Directors has determined that the Project will encourage economic
development and provide primary jobs within the City, NOW THEREFORE
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION,
That the President is hereby authorized and directed to execute on behalf of TEDCO the
Economic Development Agreement with Kingsisle Entertainment, Inc., a copy of which is attached
hereto as Exhibit A.
The Board of Directors 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.
0112.20212,487"100-3014
RESOLVED this 16th day of December, 2021.
By:
CRAIG MO AN, Pr dent
Round Rock Transpo ion and Economic
Development Corporation
ATTEST:
RICK VILLARREA , Secretary
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