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Home My WebLink AboutContract 43174 (2)STATE OF TEXAS cciTY sEccRer NA: COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas, and ALCON LABORATORIES HOLDINGS CORPORATION, a Delaware corporation ("Company"). The City Council of the City of Fort Worth ("City Council") hereby finds, and the City and Company hereby agr;e, that the following statements are true and correct and constitute the basis upon which the City and Company have entered into this Agreement: A. On June 22, 2010, the City Council adopted Resolution No. 3895-06-2010, stating that the City elects to be eligible to participate in tax abatement and setting forth guidelines and critena governing tax abatement agreements entered into between the City and various third parties, entitled "General Tax Abatement Policy" (the "Policy"), which is incorporated herein by reference and hereby made a part of this Agreement for all purposes. B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended (the "Code"). C. On November 1, 2011 the City Council adopted Ordinance No. 19961-11-2011 establishing Tax Abatement Reinvestment Zone No. 77, City of Fort Worth, Texas, and on February 21, 2012 the City Council adopted Ordinance No. 20074-02-2012 establishing Tax Abatement Reinvestment Zone No. 80, City of Fort Worth, Texas (collectively, the "Zones"). D. Company is one of the largest manufacturers of contact lenses and lens care products in the United States. Company operates a facility at 6201 South Freeway in the City and plans to expand its facility to include property at 6801 Will Rogers Boulevard, which property collectively is more specifically described in Exhibit ' A" (the "Land '). The Land is within the Zones. Contingent on receipt of the tax abatement herein, Company intends to expand its facility by constructing or causing to be constructed on the Land a finance service center for Company's or an Affiliate s business operations, as more specifically described in Exhibit `B" (the "Required Improvements"). Exhibits "A" and `B" are attached hereto and are hereby made a part of this Agreement for all purposes. E. On July 6, 2011 Company submitted an application for tax abatement to the City concerning the contemplated use of the Land (the "Application"), which is incorporated herein by reference for all purposes. Page 1 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation F. The contemplated use of the Land, the Required Improvements, and the terms of this Agreement are consistent with encouraging development of the Zones and generating economic development and increased employment opportunities in the City, in accordance with the purposes for creation of the Zones, and are in compliance with the Policy Statement, the ordinances designating the Zones and other applicable laws, ordinances, rules and regulations. G. 1'he terms of this Agreement, and the proposed use and nature of the Land and Required Improvements, satisfy the eligibility criteria for commercial/industrial business expansion tax abatement pursuant to Section 6.2 of the Policy. H. Written notice that the City intends to enter into this Agreement along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Land is located. NOW, THEREFORE, the City and Company, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. COMPANY'S COVENANTS. 1.1. Real Property Improvements. Company and/or an Affiliate shall expend a minimum of Three Million Dollars ($3,000,000.00) in Construction Costs for the Required Improvements by the Completion Date, as defined in Section 1.2. For purposes of this Agreement, "Construction Costs" shall mean the following expenditures directly associated with construction of the Required Improvements* site development and construction costs, contractor fees and the costs of supplies and materials; engineering fees* architectural fees; and other professional, development and permitting fees, and shall specifically exclude any property acquisition costs. 1.2. Completion Date of Reauired Improvements. The Required Improvements will be considered completed as of the date on which all Required Improvements have received either a temporary or final certificate or certificates of occupancy (the `Completion Date"). The Completion Date must occur on or before December 31, 2013 (the "Completion Deadline"). Once Company provides the City with a Completion Notice in accordance with Section 3.3.3 of this Agreement, the City will inspect the Required Improvements and audit all Records pursuant to and in accordance with Sections 3.1 and 3.2. Within sixty (60) calendar days following completion of all such inspections and audits, the City will notify Company in writing as to whether it concurs that all of the Required Improvements have been constructed or installed in accordance with this Agreement If the City does not concur, the written notice will specify the nature of the disagreement. In this event, Company will have the right to take corrective measures (provided that such measures are completed on or before the Completion Deadline) or to provide appropriate supplemental information and to submit an Page 2 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation amended Completion Notice. When, and if, the City concurs that all of the Required Improvements have been constructed or installed in accordance with this Agreement, the City's written notice to Company shall state this fact, and such notice shall be deemed a "Certificate of Completion" for purposes of this Agreement 1.3. Installation of Tangible Personal Property. New Taxable Tangible Personal Property having a value of at least Eight Million Dollars ($8,000,000.00) shall be in place on the Land by January 1 of the first full calendar year following the year in which the Completion Date occurs, as determined solely by the appraisal district having jurisdiction over the Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. For purposes of this Agreement, "New Taxable Tangible Personal Property" shall mean any personal property other than inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is located on the Land; (iii) is owned or leased by Company or an Affiliate; and (iv) was not located in the City prior to the Effective Date of this Agreement. 1.4. Use of Land and Required Improvements. Company covenants that the Required Improvements shall be used as a finance service center for Company or an Affiliate and that the Land shall continue to be used for Company's and/or an Affiliate's core business operations in accordance with this Agreement. In addition, Company covenants that throughout the Term, the Required Improvements shall be operated and maintained for the purposes set forth in this Agreement and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zones. 2. ABATEMENT AMOUNTS, TERMS AND CONDITIONS. Subject to and in accordance with this Agreement, the City will during the ten (10)-year Abatement Term, as defined in Section 2.3 grant an annual abatement of the City's ad valorem real property taxes on improvements located on the Land (but not on the Land itself) and on New Taxable Tangible Personal Property based upon the increase in value of improvements located on the Land and on New Taxable Tangible Personal Property over their respective values as of January 1 2011, which is the year in which this Agreement was entered into, and further based on the extent to which certain construction, construction contracting, employment, and supply and service spending benchmarks, all as more specifically set forth in this Section 2, have been met (the "Abatement"). Page 3 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 2.1. Amount of Abatement. Subject to Section 2.2 of this Agreement, during each year of the Abatement Term the Abatement granted hereunder may range up to a maximum of eighty percent (80%) of the increased value of improvements on the Land (but not on the value of the Land itself) and a maximum of eighty percent (80%) of the increased value of New Taxable Tangible Personal Property, calculated as follows: 2.1.1. Abatement Based on Construction of Required Improvements and Personal Property Installation (20% Component). Subject to issuance of a Certificate of Completion pursuant to and in accordance with Section 1.2, the City shall grant a. twenty percent (20%) Abatement in each year of the Abatement Term, as defined in Section 2.3 if (i) the Completion Date occurs on or before the Completion Deadline; (ii) at least Three Million Dollars ($3,000,000.00) in Construction Costs are expended on the Required Improvements as of the Completion Date, and (iii) New Taxable Tangible Personal Property having a value of at least Eight Million Dollars ($8,000,000.00) is in place on the Land by January 1 of the first full calendar year following the year in which the Completion Date occurs, as determined solely by the appraisal district having jurisdiction over the Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. If (i) the Completion Date does not occur by the Completion Deadline; (ii) less than Three Million Dollars ($3,000,000 00) in Construction Costs are expended on the Required Improvements as of the Completion Date; or (iii) New Taxable Tangible Personal Property having a value of at least Eight Million Dollars ($8,000,000.00) is not in place on the Land on the Land as of January 1 of the first calendar year following the Completion Date, as determined solely by the appraisal district having jurisdiction over the Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year, not only will the twenty percent (20%) Abatement under this Section 2.1.1 not be granted, but an Event of Default, as defined and addressed in Section 4, shall also occur. 2.1.2. Abatement Based on Construction Spending with Fort Worth Companies (Up to 5% Component). The City shall grant a five percent (5%) Abatement in each year of the Abatement Term, as defined in Section 2.3, if by the Completion Date at least the greater of (i) thirty percent (30%) of all Construction Costs for the Required Improvements regardless of the total amount of such Construction Costs, or (ii) One Million Dollars ($1,000,000.00) in Construction Costs for the Required Improvements have been expended with Fort Worth Companies (the 'Fort Worth Construction Commitment '). For purposes of this Agreement 'Fort Worth Company" means a business that has a principal office located within the Page 4 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation corporate limits of the city that performs a commercially useful function and that provides the services for which credit is sought under this Agreement. If the Fort Worth Construction Commitment is not met, the percentage of Abatement that Company may receive pursuant to this Section 2.1.2 throughout the Abatement Term shall be reduced to an amount equal to the product of five percent (5%) multiplied by the percentage by which the Fort Worth Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended for the Required Improvements by the Completion Date with Fort Worth Companies by the number of dollars comprising the Fort Worth Construction Commitment. For example, if $4,000,000 00 in Construction Costs were expended for the Required Improvements, the Fort Worth Construction Commitment will be $1,200,000.00 (30% of $4,000,000.00). If only $1,000,000.00 in Construction Costs were expended with Fort Worth Companies by the Completion Date, the percentage of Abatement that could be received pursuant to this Section 2.1 2 throughout the Abatement Term would be 4 17% instead of 5% (or .05 x [$1,000,000.00/$1,200,000.00], or .05 x .8333, or .04166). 2.1.3. Abatement Based on Construction Spending with Fort Worth Certified M/WBE Companies (Up to 5% Component). The City shall grant a five percent (5%) Abatement in each year of the Abatement Term, as defined in Section 2.3, if by the Completion Date at least the greater of (i) twenty-five percent (25%) of all Construction Costs for the Required Improvements, regardless of the total amount of such Construction Costs, or (ii) One Million Dollars ($1,000,000.00) in Construction Costs for the Required Improvements have been expended with Fort Worth Certified M/WBE Companies (the "M/WBE Construction Commitment"). For purposes of this Agreement, "Fort Worth Certified M/WBE Company" means a minority or woman -owned business that (i) has received certification as a minority business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA), and (ii) has a principal office located within the corporate limits of the City that performs a commercially useful function and (iii) has provided from such office the services or sales for which credit is sought under this Agreement. If the M/WBE Construction Commitment is not met, the percentage of Abatement that may be received pursuant to this Section 2 1 3 throughout the Abatement Term shall be reduced to an amount equal to the product of five percent (5%) multiplied by the percentage by which the M/WBE Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended for the Required Improvements by the Completion Date with Fort Worth Certified M/WBE Companies by the number of dollars comprising the M/WBE Construction Commitment. Dollars expended with Fort Worth Certified M/WBE Companies and counted for purposes of the M/WBE Construction Commitment shall also be considered dollars expended with Fort Worth Companies and counted for purposes of measuring attainment of the Fort Worth Construction Commitment, as outlined in Section 2.1.2. Page 5 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 2.1.4. Abatement Based on Overall Employment (Up to 35% Component). A percentage of Abatement in a given year of the Abatement Term shall be based on the extent to which the Overall Employment Commitment was met in the previous calendar year, as more specifically set forth in this Section 2.1.4. For purposes of this Agreement the "Overall Employment Commitment" shall mean (i) for purposes of each calendar year between the first full calendar year following the Completion Date and 2017, four hundred (400) Full-time Jobs provided and filled within the Required Improvements (and not elsewhere on the Land) in such year, and (ii) for purposes of each calendar year between 2018 and the year in which the Abatement Term, as defined in Section 2.3, expires, seven hundred fifty (750) Full-time Jobs provided and filled within the Required Improvements (and not elsewhere on the Land) in such year. For purposes of this Agreement, a `Full-time Job" shall mean a job filled by one (1) individual for a period of not less than forty (40) hours per week. Determination of compliance with the applicable Overall Employment Commitment in any given year shall be based on employment data as of December 1 (or such other date as may mutually be acceptable to both the City and Company or the Affihate providing the data) of each year during the Compliance Auditing Term, as defined in Section 2.3. The City shall grant a thirty-five percent (35%) Abatement in any given year of the Abatement Term, as defined in Section 2.3, if in the previous calendar year the applicable Overall Employment Commitment was met or exceeded. If the Overall Employment Commitment is not met in a given year of the Compliance Auditing Term then the percentage of Abatement that can be received in the following year pursuant to this Section 2.1.4 shall be reduced to equal the product of thirty-five percent (35%) multiplied by the percentage by which the applicable Overall Employment Commitment was met in the previous calendar year which will be calculated by dividing the actual number of Full-time Jobs provided within the Required Improvements in the previous year by the Overall Employment Commitment applicable to such year For example, if three hundred sixty (360) Full-time Jobs were provided on the Land in a given year and the Overall Employment Commitment for such year was four hundred (400) Full-time Jobs, the percentage of Abatement that could be received in the following year pursuant to this Section 2.1.4 would be 31.5% instead of 35% (or .35 x [360/400)), or .35 x .90, or .315. 2.1.5. Abatement Based on Fort Worth Employment (Up to 2.5% Component). The City shall grant a two and one-half percent (2.5%) Abatement in any given year of the Abatement Term, as defined in Section 2 3, if in the previous calendar year at least thirty percent (30%) of all Full-time Jobs within the Required Improvements regardless of the total number of such Full-time Jobs, were held by an individual residing at a location within the corporate limits of the City (the "Fort Worth Employment Commitment"). Determination of Page 6 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation compliance with the Fort Worth Employment Commitment shall be based on employment data on December 1 (or such other date as may mutually be acceptable to both the City and Company or the Affiliate providing the data) of each year during the Compliance Auditing Term, as defined in Section 2.3. If the Fort Worth Employment Commitment is not met in a given year of the Compliance Auditing Term, then the percentage of Abatement that can be received in the following year pursuant to this Section 2.1.5 shall be reduced to equal the product of two and one-half percent (2.5%) multiplied by the percentage by which the applicable Fort Worth Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided within the Required Improvements in the previous year to individuals residing at a location in within the corporate limits of the City by the Fort Worth Employment Commitment applicable for such year. For example, if four hundred sixty (460) Full-time Jobs were provided on the Land in the second year of the Compliance Auditing Term, the Fort Worth Employment Commitment for that year would be one hundred thirty-eight (138) Full-time Jobs. If in that year, only one hundred seventeen (117) Full-time Jobs within the Required Improvements were held by individuals residing at a location within the corporate limits of the City, the percentage of Abatement that could be received in the following year pursuant to this Section 2.1 5 would be 2.1 % instead of 2 5% (or .025 x [117/138]), or .025 x .8478, or 0212. A Full-time Job held by an individual residing at a location within the corporate limits of the City and counted for purposes of the Fort Worth Employment Commitment shall also be counted as a Full-time Job for purposes of measuring attainment of the Overall Employment Commitment, as outlined in Section 2.1.4. 2.1.6. Abatement Based on Central City Employment (Up to 2.5% Component) The City shall grant a two and one-half percent (2.5%) Abatement in any given year of the Abatement Term, as defined in Section 2.3, if in the previous calendar year at least twenty -percent (20%) of all Full-time Jobs provided within the Required Improvements, regardless of the total number of such Full-time Jobs, were held by an individual residing at a location within the Central City (the "Central City Employment Commitment"). For purposes of this Agreement, "Central City" means (i) that area in the corporate limits of the City within Loop 820 (a) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (b) all state -designated enterprise zones, and (c) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG eligible block groups or enterprise zones, as well as (ii) any CDBG eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map attached hereto as Exhibit "C", which is hereby made a part of this Agreement for all purposes. The number of Full-time Jobs provided within the Required Improvements to individuals residing in the Central City shall also count as Full-time Jobs provided to individuals residing in the corporate limits of the City for purposes of measuring compliance with the Page 7 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation Fort Worth Employment Commitment. Determination of compliance with the Central City Employment Commitment shall be based on employment data on December 1 (or such other date as may mutually be acceptable to both the City and Company or the Affiliate providing the data) of each year during the Compliance Auditing Term, as defined in Section 2.3. If the Central City Employment Commitment is not met in a given year of the Compliance Auditing Term, then the percentage of Abatement that can be received in the following year pursuant to this Section 2.1.6 shall be reduced to equal the product of two and one-half percent (2.5%) multiplied by the percentage by which the applicable Central City Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided within the Required Improvements in the previous year to individuals residing at a location in within the Central City by the Central City Employment Commitment applicable for such year A Full-time Job held by an individual residing at a location within the Central City and counted for purposes of the Central City Employment Commitment shall also be counted as a Full-time Job held by an individual residing in the corporate limits of the City for purposes of measuring attainment of the Fort Worth Employment Commitment, as outlined in Section 2.1.5, as well as counted as a Full-time Job for purposes of measuring attainment of the Overall Employment Commitment, as outlined in Section 2.1.4 2.1.7. Abatement Based on Supply and Service Expenditures with Fort Worth Companies (Up to 5% Component). The City shall grant a five percent (5%) Abatement in any given year of the Abatement Term, as defined in Section 2.3, if in the previous calendar year at least the greater of at least (i) Fifty Thousand Dollars ($50,000.00) in local discretionary expenditures for supplies and services directly in connection with the operation or maintenance of the Required Improvements, excluding utility service costs ("Supply and Service Expenditures') or (ii) thirty percent (30%) of all Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures, were made with Fort Worth Companies (the "Fort Worth Supply and Service Spending Commitment"). If the Fort Worth Supply and Service Spending Commitment is not met in a given year of the Compliance Auditing Term, then the percentage of Abatement that may be received pursuant to this Section 2.1.7 in the following year of the Abatement Term shall be reduced to an amount equal to the product of five percent (5%) multiplied by the percentage by which the Fort Worth Supply and Service Spending Commitment was met, which will be calculated by dividing the actual Supply and Service Expenditures made with Fort Worth Companies in the previous calendar year by the number of dollars comprising the Fort Worth Supply and Service Spending Commitment. For example if in a given year there were $200 000.00 in Supply and Service Expenditures, the Fort Worth Supply and Service Spending Commitment in that year would be $60,000.00 (30% of $200,000.00). If in that year only $48,000.00 in Supply and Service Expenditures were actually made with Fort Worth Companies, the percentage of Abatement Page 8 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation that would be received pursuant to this Section 2.1.7 in the following year of the Abatement Term would be 4% instead of 5% (or .05 x [$48,000.00/$60,000.00], or .05 x .80, or .04). 2.1.8. Abatement Based on Supply and Service Expenditures with Fort Worth Certified M/WBE Companies (Up to 5% Component). The City shall grant a five percent (5%) Abatement in any given year of the Abatement Tenn, as defined in Section 2.3, if in the previous calendar year the greater of at least (i) Twenty-five Thousand Dollars ($25,000.00) in Supply and Service Expenditures or (ii) fifteen percent (15%) of all Supply and Service Expenditures, regardless of the total amount of such Supply and Service Expenditures, were made with Fort Worth Certified M/WBE Companies (the `M/WBE Supply and Service Spending Commitment"). If the M/WBE Supply and Service Spending Commitment is not met in a given year of the Compliance Auditing Term, then the percentage of Abatement that may be received pursuant to this Section 2 1 8 in the following year of the Abatement Term shall be reduced to an amount equal to the product of five percent (5%) multiplied by the percentage by which the M/WBE Supply and Service Spending Commitment was met, which will be calculated by dividing the actual Supply and Service Expenditures made with Fort Worth Certified M/WBE Companies in the previous calendar year by the number of dollars comprising the M/WBE Supply and Service Spending Commitment. Dollars expended with Fort Worth Certified M/WBE Companies and counted for purposes of the M/WBE Supply and Service Spending Commitment shall also be considered dollars expended with Fort Worth Companies and counted for purposes of measuring attainment of the Fort Worth Supply and Service Spending Commitment, as outlined in Section 2.1.7. 2.2. Abatement Limitation. Notwithstanding anything to the contrary herein, in accordance with Section 11.5 of the Policy Company's Abatement in any given year of the Abatement Term shall be based (i) on the increase in the real property value of any improvements on the Land (and not on the Land itself) since January 1 2011, up to a maximum increase of Four Million Five Hundred Thousand Dollars ($4,500,000.00) and (ii) on the increase in the value of New Taxable Tangible Personal Property located on the Land since January 1, 2011, up to maximum increase of Twelve Million Dollars ($12,000,000.00). In other words, in any year in which the taxable value of improvements on the Land exceeds their value as of January 1, 2011 plus $4 500,000 00, Company s Abatement attributable to improvements on the Land for that tax year shall be capped and calculated as if the increase in the value of the Land and improvements on the Land since January 1, 2011 had only been $4,500,000.00. For example, and as an example only, if in a given year of the Abatement Term the value of improvements on the Land is $5,000,000.00 over their value as of January 1, 2011 the City would grant a maximum real property Abatement of eighty percent (80%) of $4,500,000.00 in valuation for that year and full taxes on the $500,000.00 difference over the cap would be owed. Along the same lines, if the value Page 9 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation of New Taxable Tangible Personal Property located on the Land in a given year of the Abatement Term is $15,000,000.00 over the value of that Property as of January 1, 2011, the City would grant a maximum personal property Abatement of eighty percent (80%) of $12,000,000 00 in valuation for that year and full taxes on the $3,000,000.00 difference over the cap would be owed. 2.3. Terms. This Agreement shall take effect on the date as of which both the City and Company have executed this Agreement (the `Effective Date") and, unless terminated earlier in accordance with its terms and conditions, shall expire simultaneously upon expiration of the Abatement Term, as defined below (the `Term"). The percentage of overall Abatement available to Company in any given year will be based in part on Company s compliance with the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, and the M/WBE Supply and Service Spending Commitment The term during which the City will audit Company's compliance with such annual commitments shall commence in the first full calendar year following the year in which the Completion Date occurred and expire on December 31 of the tenth (10th) year thereafter (the "Compliance Auditing Term"). The term during which Company may receive an Abatement shall commence on January 1 of the second full calendar year following the year in which the Completion Date occurred and expire on December 31 of the tenth (loth) year thereafter (the ' Abatement Term"). 2.4. Abatement Application Fee. The City acknowledges receipt from Company of the required Application fee of Five Thousand Dollars ($5,000.00). Of such amount, Two Thousand Dollars ($2,000.00) is nonrefundable and shall be used by the City for the purposes set forth in the Policy. If Company diligently begins or causes to begin construction of the Required Improvements on the Land within one (1) year from the date of the Application, the remaining Three Thousand Dollars ($3,000.00) of such fee shall be creditable to the benefit of Company against any permit impact, inspection or other lawful fee required by the City in connection with the Required Improvements, and any remaining amounts shall be refunded to Company solely in accordance with the Policy. 2.5. Waiver of Certain Fees. Company and its Affiliates, and their contractors, will be required to apply for and receive all permits and other licenses and certificates required by the City with respect to construction and occupancy of the Required Improvements. However, as further consideration for the public purposes that will be achieved from construction and use of the Required Improvements and the expansion of Company's operations on the Land, unless otherwise prohibited by applicable law, ordinance, rule or regulation, the City agrees to waive the following fees related to the Required Improvements that would otherwise be charged by the City at any time prior to the Completion Deadline (i) all building permit, Page 10 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation plan review, inspection and re -inspection fees; (ii) all zoning fees; (iii) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler and alarm permit fees. All other fees charged or assessed by the City in accordance with applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, transportation impact fees and water and sewer impact fees, are not waived hereunder and shall be fully payable by Company and its Affiliates, and their contractors. 3. INSPECTIONS, AUDITS, AND REPORTS AND FILINGS. 3.1. Inspection of the Land and Required Improvements. At any time during normal office hours throughout the Term and following reasonable notice to Company, the City shall have and Company and any Affiliate shall provide or cause provision of access to the Land and any improvements thereon, including the Required Improvements, in order for the City to inspect the Land and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Company shall cause full cooperation with the City during any such inspection and/or evaluation. Notwithstanding the foregoing, Company and any Affiliate shall have the right to require that any representative of the City be escorted by Company's or the Affiliate's security personnel while on the Land and in the Required Improvements. 3.2. Audits. The City shall have the right to audit the financial and business records of Company and any of its Affiliates that relate to the Required Improvements and this Agreement in general (collectively, the "Records') at any time during the Term in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available hereunder. All Records shall be made available to the City on the Land or at another location in the City following reasonable advance notice by the City and Company and its Affiliates shall otherwise cooperate fully with the City during any audit. 3.3. Reports and Filings. 3.3.1. Plan for Use of Fort Worth Certified M/WBE Companies. Prior to the application of any building permit for the Required Improvements (including for any demolition work), a plan shall be filed with the City as to how the M/WBE Construction Commitment and the M/WBE Supply and Service Spending Commitment will be attained Company agrees to meet or cause its appropriate Affiliates to meet with the City's M/WBE Office as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. Page 11 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 3.3.2. Monthly M/WBE Construction Spending Reports. From the date of execution of this Agreement until the Completion Date, in order to enable the City to assist in the M/WBE Construction Commitment s being met, Company will provide the City with a monthly report in a form reasonably acceptable to the City that specifically outlines the then -current aggregate Construction Costs expended by and on behalf of Company with Fort Worth Certified M/WBE Companies for the Required Improvements. 3.3.3. Completion Notice. Once Company believes that the Completion Date has occurred, Company will provide the City or cause the City to be provided with a report in a form reasonably acceptable to the City that specifically outlines the Construction Costs expended for the Required Improvements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed the general contractor for the Required Improvements (the "Completion Notice"). The Completion Notice shall also include actual Construction Costs expended for the Required Improvements with Fort Worth Companies and Fort Worth Certified M/WBE Companies, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid to such contractors. The Completion Notice shall be reviewed by the City in accordance with Section 1.2 of this Agreement. 3.3.4. Annual Employment Report. In order to determine the extent to which the Overall Employment Commitment, the Fort Worth Employment Commitment and the Central City Employment Commitment were met in a given year of the Compliance Auditing Term, on or before February 1 following the end of each year of the Compliance Auditing Term, Company shall provide or cause to be provided a report to the City in a form reasonably acceptable to the City that sets forth (i) the total number of individuals who held Full-time Jobs within the Required Improvements; (ii) the total number of individuals residing within the corporate limits of the City who held Full-time Jobs within the Required Improvements and (iii) the total number of individuals residing within the Central City who held Full-time Jobs within the Required Improvements, all as of December 1 (or such other date as may mutually be acceptable to both the City and Company or the Affiliate providing the employment data) of the previous calendar year, together with reasonable documentation regarding the residency of such employees. 3.3.5. Annual M/WBE Supply and Service Spending Report. In order to determine the extent to which the M/WBE Supply and Service Spending Commitment was met in a given year, on or before February 1 following Page 12 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation the end of each year of the Compliance Auditing Term, Company will provide or cause to be provided a report to the City in a form reasonably acceptable to the City that specifically outlines the Supply and Service Expenditures made in the previous calendar year with Fort Worth Companies and Fort Worth Certified M/WBE Companies, together with reasonable documentation verifying that such Expenditures were made. 3.3.6. General. Company shall supply or cause to be supplied any additional information requested by the City that is pertinent to the City s evaluation of compliance with each of the terms and conditions of this Agreement. Failure to provide all information required by this Section 3.3 shall constitute an Event of Default, as defined and more specifically outlined in Section 4. 4. EVENTS OF DEFAULT. 4.1. Effect of Failure to Meet Certain Commitments. The failure to meet the Fort Worth Construction Commitment, the M/WBE Construction Commitment, the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment the Fort Worth Supply and Service Spending Commitment and/or the M/WBE Supply and Service Spending Commitment shall result only in the failure to earn a percentage of Abatement that would otherwise have been available hereunder, as set forth in Sections 2.1.2 through 2.1.8, and shall not constitute an Event of Default, as defined in Section 4.2. 4.2. Defined. Company shall be in default of this Agreement if (i) any of the covenants set forth in any portion of Sections 1.1, 1.2 1.3 or 1.4 of this Agreement are not met, (ii) any ad valorem taxes owed to the City by Company or an Affiliate become delinquent and Company does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes or (iii) subject to Section 4.1, Company breaches any of the other terms or conditions of this Agreement (collectively, each an "Event of Default"). 4.3. Notice to Cure. If the City determines that an Event of Default has occurred, the City shall provide a written notice to Company that describes the nature of the Event of Default. If the Event of Default is on due to a breach under Section 1.1, 1.2, or 1.3 of this Agreement, the City will have the right to terminate this Agreement immediately. For any other Event of Default, Company shall have ninety (90) calendar days (or such additional time as the City Page 13 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation and Company reasonably and mutually agree upon) from the date of receipt of this written notice to fully cure or have cured the Event of Default. 4.4. Termination for Event of Default and Payment of Liquidated Damages. If an Event of Default has not been cured within the time frame specifically allowed under Section 4.3 (if any), the City shall have the right to terminate this Agreement immediately upon provision of written notice to Company. Company acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Land and in the vicinity of the Land; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) be detrimental to the City's general economic development programs, both in the eyes of the general public and by other businesses and corporate relocation professionals, and Company agrees that the amounts of actual damages therefrom are speculative in nature and will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default other than pursuant to Sections 4.5, 4.6 and 4.2 on account of the failure of the Required Improvements to be constructed in accordance with Sections 1.1 and 1.2 of this Agreement or failure of the New Taxable Tangible Personal Property to be installed on the Land in accordance with Section 1.3 of this Agreement, and as authorized by Section 311.205(b)(6) of the Code, Company shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year in which an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Company agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.4 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Company's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Land and over any taxable tangible personal property located thereon Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Company shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest (currently, Section 33.01 of the Code). 4.5. Termination at Will. Company may terminate this Agreement at any time by providing written notice of such intent to the City. In this event, there shall be no recapture of any taxes abated prior to the effective date of termination, and neither party shall have any further rights or obligations hereunder. Page 14 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratones Holdings Corporation 4.6. Knowine Emnlovment of Undocumented Workers. Company acknowledges that effective September 1, 2007, the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Company, or any branch, division, or department of Company, is convicted of a violation under 8 U.S.C. Section 1324a(f) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens): • if such conviction occurs during the Term of this Agreement, this Agreement shall terminate contemporaneously upon suck conviction (subject to any appellate rights that may lawfully be available to and exercised by Company) and Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received; or • if such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received. For the purposes of Section 4 6, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Abatement. This rate of interest can be applied each year, but will only apply to the aggregate amount of Abatement and is not applied to interest calculated. For example, if the aggregate amount of Abatement is $10,000 and it is required to be paid back with four percent (4%) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.04)], which is $12 000. This Section 4.6 does not apply to convictions of any subsidiary or affiliate entity of Company, by any franchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 4.6 shall survive the expiration or termination of this Agreement. Page 15 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 5. EFFECT OF SALE OF LAND AND/OR REQUIRED IMPROVEMENTS. Company may assign this Agreement and all or any portion of the benefits provided hereunder to an Affiliate without the consent of the City provided that (i) prior to or contemporaneously with the effectiveness of such assignment, Company provides the City with written notice of such assignment, which notice shall include the name of the Affiliate and a contact name, address and telephone number, and (ii) the Affiliate agrees in writing to assume all terms and conditions of Company under this Agreement. For purposes of this Agreement, an `Affiliate" means all entities, incorporated or otherwise, under common control with Company, controlled by Company or controlling Company. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Company may not otherwise assign this Agreement or any of the benefits provided hereunder to another party without the consent of the City Council, which consent shall not unreasonably be withheld or delayed, provided that (i) the City Council finds that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of Company under this Agreement Any attempted assignment without the City Council's prior consent shall constitute an Event of Default. 6. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery' City: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 with copies to: the City Attorney and Housing and Economic Development Director at the same address Company: Alcon Laboratories Hidings corporation Attn: x et ,LA 6201 South Freeway Fort Worth, TX 76134 7. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS: ALL GRANTS SUBJECT TO APPROPRIATION. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. Page 16 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 8. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 9. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 10. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 11. VENUE AND JURISDICTION. If any action, whether or not real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States Court for the Northern District of Texas — Fort Worth Division This Agreement shall be construed in accordance with the laws of the State of Texas. 12. NO THIRD PARTY RIGHTS. The provisions of this Agreement are solely for the benefit of the City and Company, and are not intended to create any rights, contractual or otherwise, in any other person or entity. 13. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against either party, regardless of the actual drafter of this Agreement In the event of any conflict between any City ordinances and regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and the Application, the body of this Agreement shall control. Page 17 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 14. BONDHOLDER RIGHTS. 1 he Required Improvements will not be financed by tax increment bonds. This Agreement is subject to the rights of holders of outstanding bonds of the City. 15. CONFLICTS OF INTEREST. Neither the Land nor any of the Required Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing unit with jurisdiction in the Zones. 16. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 17. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Company, their assigns and successors in interest as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. This Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. 18. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the later date below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO (2) PAGES] Page 18 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation CITY OF FORT WORTH: By: dt."78*-64:44.••44 Fernando Costa Assistant City Manager Date: cia /'z ATTEST: • By: /444 City Secreta STATE OF TEXAS COUNTY OF TARRANT § APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Deputy City Attorney M&C: C 26. .2 A 3 //-/-// G/752,, 2-2//a etrit Foc p% (iit) Mrs oatifj °O t, vcl00000o°* p%itztztiftneyA--icb '4' OFFICIAL RECORD. CITY SECRETARY FT. WORTH, TX BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ,X41 day of imm 20-1-1.a-D1)- Ida- RI Notary Public in and for the State of Texas 1 Lxcko_ t4wr Urc1 e Notary's Printed Name Page 19 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation ; l•w-sets* 1.t idr';.lit l.'l-f..C)aYifaiGail i.r . 1 1. rl i '1. J. . I r% LINDA M, HIRRLINGER My COMMISSION EXPIRES February 2, 2014 Is I lol l d• I 1 d �t ..u. U i...b i..t.. ...la 4 n r...e B . •.l LINDA M. HIRRLINGER MY COMMISSION EXPIRES February 2, 2014 • .l - Ai&•-• +h . % . I ' I►.I rig Si" liji• 1 i• ALCON LABORATORIES HOLDINGS CORPORATION, a Delaware corporation: By: Name: Rohet.-/- sa.v k y Title: c l- p Date: 17 — 9 20/7 ATTEST: By: STATE O = L J § COUNTY OFr- § BEF ME, the dersigned authority, on this day personally appeared Nam &=-'i' K0-154-"14 Title CPO of ALCON LABORATORIES HOLDINGS CORPORATION, Jcnown to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was his act and that s/he executed the same as the act of ALCON LABORATORIES HOLDINGS CORPORATION for the purposes and consideration therein expressed and in the capacity therein stated. GI,V N UNDER MY HAND AND SEAL OF OFFICE this 9iay of , 2Q10. Notary Publoic d for/ the State of ThYDO ICA • NiN\ki Notary's Printed Name Page 20 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation EXHIBITS "A" — Legal Description of the Land "B" — Description of the Required Improvements "C" — Map of Central City Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation LEGAL DESCRIPTION OF THE LAND EXHIBIT A Alcon Main Campus — South (Plat Volume 388-183, pg. 42; Lot AR Block 1) Description Whereas Alcon Laboratories, Inc. being owner of the following described tract of land, out of the Sarah J. Rhodes Survey, Abstract No. 1326, situated in Tarrant County, Texas, and being a revision of Lot A, Block 1, Alcon Addition as recorded in Volume 388-52, Page 87. P.R.T.C.T., and a portion of Alcon Laboratories, Inc. as recorded in Volume 6891, Page 938, Deed Records Tarrant County, Texas, and being more particularly described as follows: Beginning at a Highway Department iron for the Northwest corner of this tract, said point being the Northeast corner of a 3.607 acre tract conveyed to the State of Texas for additional right-of-way for U.S. Highway No. 81 by the deed recorded in Volume 4647, Page 747, (D.R.T.C.T); Thence West 1534.30 feet along the south line of Lot B, Block 1 Alcon Addition to an iron pin, said point being the Northeast corner of the herein described tract; Thence South 00 degrees 37 minutes East 666.91 feet to a point in the south right-of-way line of the future Alta Mesa Boulevard; Thence South 89 degrees 52 minutes 23 seconds West 660.50 feet along said south line to a point; Thence leaving said Southline, North 00 degrees 08 minutes 25 seconds West 60 feet to the centerline of said Alta Mesa Boulevard: Thence South 89 degrees 51 minutes 35 seconds West 512.00 feet along said centerline: Thence leaving said centerline, North 00 degrees 55 minutes East 60 feet to an iron pin: Thence South 89 degrees 37 minutes 48 seconds West 150.00 feet to a Highway Department iron, said iron being in the East line of the said U.S. Highway No. 81 tract, said line also being the east right- of-way line for Interstate Highway 35W: Thence North 48 degrees 11 minutes 12 seconds West 154.05 feet with said right-of-way line to a Highway Department iron, said point being on a curve to the left with a radius of 736.20 feet, of which the chord bears North 13 degrees 53 minutes 12 seconds West 47.11 feet: Thence along said curve, with the I-35W right-of-way, 47.12 feet to a Highway Department iron: Thence North 15 degrees 49 minutes 12 seconds West 248.84 feet along said 1-35 right of way line to a Highway Department iron, said point being on a curve to the right with a radius of 696.20, of which the chord bears North 8 degrees 58 minutes 59 seconds West 164.65 feet: Page 1 of 8 Thence along said curve, with the I-35W right-of-way, 164.83 feet to the POINT OF BEGINNING and containing 21.022 acres of land. do hereby designate therein described property as Lot AR, Block 1, ALCON ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas and do hereby dedicate to public use forever the shown easements and rights -of -way for the purpose and consideration thereby expressed. Alcon Electrical Substation Property (Plat Cabinet A Slide 9253; Lot AR-2, Block1) Description WHEREAS, ALCON LABORATORIES, INC., acting by and through the undersigned, its duly authorized agent is the sole owner of a tract of land located in the JAMES HUDSON SURVEY, Abstract No. 739, in the City of Fort Worth, Tarrant County, Texas according to the deed recorded in Volume 15166, Page 038 of the Deed of Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows: Beginning at a %-inch capped iron rod (stamped "SRA 3225") set for the POINT OF BEGINNING on the south line of said tract, same being the north right-of-way line of Alta Mesa Boulevard, being NOO°07'57"W, 132.00 feet and N89°52'03"E 31.06 feet from the northeasterly corner of Lot 2, Block 1, Madison Addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide No. 6495 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.); Thence S89°52'03"W, along the north right-of-way line of Alta Mesa Boulevard, a distance of 351.41 feet to a' -inch capped iron rod (stamped "SRA 3225") set for a corner; Thence N00°08'S5"W, departing said right-of-way line, a distance of 195.00 feet to a %-inch capped iron rod (stamped "SRA 3225) set for a corner; Thence N89°52'03"E, a distance of 400.00 feet to a %-inch capped iron rod (stamped "SRA 3225") set for a corner; Thence SOO°27'37"E, a distance of 158.09 feet to a 1/2-inch capped iron rod (stamped "3225") set for a corner on a right-of-way corner clip for Campus Drive and Alta Mesa Boulevard; Thence S53°07'27"W, along said right-of-way corner clip, a distance of 61.71 feet to the POINT OF BEGINNING and containing 77,187 square feet or 1.772 acres of land, more or less. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: THAT, James T. Murphy, agent for ALCON Laboratories does hereby adopt this plat designating the hereinabove described real property as Lot AR-2, Block 1, ALCON ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas, and do hereby dedicate to the publics' use the streets and easements shown thereon. Page 2of8 Alcon Main Campus — North (Plat Volume 388-136, pg. 33; Lot B, Block 1) Description A part of the S.J. Rhodes Survey, Abstract No. 1326, situated about 7 miles south 10 degrees east from the courthouse in Tarrant County, Texas; and embracing all of the 84-6/10 acres tract described in the deed to Alcon Laboratories, Inc. recorded in volume 2854, page 501 of the Tarrant County Deed Records. Beginning at the northeast corner of the said S.J. Rhodes Survey and said 84-6/10 acres tract; Thence south no degrees-38 minutes east along the east line of the said Rhodes Survey and the west line of the M. Garrison Survey, Abstract No 598 for the east line of the said 84-6/10 acres tract and the west line of the tract described in the deed to Carter Foundation Production Company recorded in Volume 3587, page 319 of the said Deed records to and along the west line of the J. Hudson Survey, Abstract No. 739, a distance of 1515-8/10 feet. Thence west, along the south line of the said 84-6/10 acres tract and the north line of the 42-24/100 acres tract described in the deed to South Freeway Corporation recorded in volume 3490, page 55 of said Deed Records, 2430 feet to the southwest corner of said 84-6/10 acres tract in the east right of way line of U.S. Highway No. 81 (North -South Freeway). Thence north no degrees-38 minutes west, along the said east right of way line of Highway, along the west line of the said 84-6/10 acres tract, 1515-8/10 feet to the northwest corner of said 84-6/10 acres tract in the north line of the said Rhodes Survey. Thence east, along the north line of the said Rhodes Survey and 84-6/10 acres tract and the south line of the tract described in the deed to Henry H. Dickerson, Trustee, recorded in volume 4745, page 951 of the said Deed Records and the south line of the L. Oldham Survey Abstract No. 1198, to and along the northerly south line of the said Garrison Survey, 2430 feet to the place of beginning. Alcon South Campus — West (Plat Cabinet A, Slide 1474; Lot E, Block 2) Description Whereas Alcon Laboratories, Inc. being Owner of the following described tract of land, in the Sarah J. Rhodes survey, Abstract No. 1326, and in the I. & G.N.R.R. Company Survey, Abstract No. 836, situated in Tarrant County, Texas and being a portion of a tract conveyed to Alcon Laboratories, Inc. as recorded in Volume 6881, page 938, Deed records Tarrant County, Texas, and being more particularly described as follows: Beginning at an iron pin for the northwest corner of the herein described tract, said point being the southwest corner of a ten foot wide extension of Lot B, Block 2, Alcon Addition to the City of Fort Worth Tarrant County, Texas, as shown on the plat recorded in Volume 388-202, Page 4, Plat Records, Tarrant County, Texas, said point being South 11 degrees 29 minutes 31 seconds West 10.21 feet from the southwest corner of Lot AR, Block 2, Alcon Addition to the City of Fort Worth, Tarrant County, Texas, as recorded in Volume 388-163, Page 69, Plat Records, Tarrant County, Texas, said Page 3 of 8 point also being in the east right of way of Interstate Highway 35W and being on a curve whose radius point bears South 78 degrees 39 minutes 45 seconds East 1889.85; Thence along the south line at said Lot B ten foot wide extension, North 89 degrees 5lminutes 35 seconds East 848.79 feet to an iron pin for the northeast corner of the herein described tract, said point being where the said south line of the ten foot wide extension intersects the west line of Lot B; Thence South 00 degrees 08 minutes 25 seconds East 615.36 feet to an iron pin for the southeast corner of the herein described tract, said point being in the south line of said Alcon laboratories, Inc. tract recorded in Volume 6891, Page 936, and being in the southwest corner of said Lot B, said point also being in the north line of Lot 2R, Block 1R, Carter Industrial Park, and addition to the City of Fort Worth, Tarrant County, Texas, as recorded in Volume 388-134, Page 79 & 80, Plat records, Tarrant County, Texas. Thence South 88 degrees 30 minutes 00 seconds West 885.86 feet long the said south line of Alcon Laboratories, Inc. tract and the said north line of Lot 2R, to an iron pin for the southwest corner of the herein described tract, said point being in the east right of way line of Interstate Highway 35W; Thence along said east right of way line North 00 degrees 21 minutes 26 seconds West 252.10 feet to a concrete highway monument, said point being the beginning of a non tangent curve to the right with said radius of 1889.86 feet; Thence continuing along said east right of way line and along said curve whose chord bears north 5 degrees 28 minutes 25 seconds East 386.13 feet, an arc length of 386.81 feet through a delta angle of 11 degrees 43 minutes 38 seconds tot eh POINT OF BEGINNING and containing 12.627 acres (550,053 s.f.) of land Alcon South Campus - East (Plat Cabinet A, Slide 1743; Lot B-R, Block 2) Description Whereas Alcon Laboratories, Inc. being Owner of Lot B, Block 2, Alcon Addition, and addition in the City of Fort Worth, Tarrant County, Texas, as recorded in Volume 388-202, Page 4, Tarrant County Texas Plat Records, and Lots C and D, Block 2, Alcon Addition, an addition to the City of Fort Worth, Tarrant County, Texas, as recorded in Volume 388-215, Page 67, does hereby adopt the herein map as correctly representing its plan of revision of same to be known as Lot B-R, Block 2, Alcon Addition, an addition to the City of Fort Worth, Tarrant County, Texas and does hereby dedicate or adopt all streets and easements as shown herein. Property is generally bounded by: To the west, 615.26' along NOO°08'25"W and 386.25' along NOO°08'25"W To the north, 660.65' along N89°52'35"E and 407.17' along N89°52'33"E and 151.32' along N89°52'23"E Page 4 of 8 To the east, 493.98' along SOO°36'58"E and 380.10' along 500'36'57"E To the south, 843.28' along S88°29'25"W and 669.11' along 588°30'00"W Alcon East Expansion Property (This property has not been platted for Alcon) Description A 125.632 acres, more or less, tract of land being more particularly described as: Parts of the J. HUDSON SURVEY, Abstract No. 739 and the M. GARRISON SURVEY, Abstract No. 598 situated in the south part of Fort Worth, Tarrant County, Texas• embracing a part of the Tract described in the deed to Amon G. Carter Foundation recorded in volume 8793, page 1057 of the Deed Records of Tarrant County, Texas and described by metes and bounds as follows: Beginning at a 5/8" capped iron recovered for the southeast corner of Lot AR Block 1, ALCON ADDITION, an addition to the city of Fort Worth according to the plat thereof recorded in volume 388-183, page 42 of the Plat Records of Tarrant County, Texas in the north right-of-way of Alta Mesa Boulevard in the west line of the said J. HUDSON SURVEY. Then north 00 degrees-32 minutes-00 seconds west, along the east line of said Lot AR and the west line of said J. HUDSON SURVEY, to and along the west line of the M. GARRISON SURVEY, Abstract No. 598 a distance of 2060-55/100 feet to the northwest corner of said Amon G Carter Foundation Tract in the south line of HIGHLAND HILLS WEST ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded in volume 388-22, page 87 of the said Plat Records from which a masonry nail found bears north 85 degrees-09 minutes-56 seconds west, 0- 54/100 feet. Thence south 89 degrees-54 minutes-59 seconds east, along the north line of said Amon G. Carter Foundation Tract and the south line of said HIGHLAND HILL WEST ADDITION, 2619-73/100 feet to a /2" iron found for the northwest corner of the 0-39/1000 of an acre Tract described in the deed to the City of Fort Worth, recorded in volume 11307, page 2251 of the said Deed Records. Thence south 00 degrees-19 minutes-04 seconds east along the west line of said 0-39/1000 of an acre Tract, 38-79/100 feet to a 5/8" capped iron set at the beginning of a curve to the left having a radius of 756-20/100 feet. Thence southeasterly, along said curve to the left passing the most southerly corner of said 0- 039/1000 of an acre Tract in all an arc length of 266-81/100 feet to a railroad spike set in asphalt in the east line of said Amon G. Carter Foundation Tract, the long chord of said 266-81/100 feet of arc is south 10 degrees-51 minutes-04 seconds east, 265-43/100 feet. Thence south 00 degrees-22 minutes-00 seconds east, along the east line of said Amon G. Carter Foundation Tract, 1714-90/100 feet to a 5/8" capped iron set. Page 5 of 8 Thence south 53 degrees-13 minutes-04 seconds west, at 39-24/100 passing the northeast corner of the 7-327/1000 acres Tract described in the deed to the City of Fort Worth, recorded in volume 11307, page 2251 of the said Deed Records same being the northerly right-of-way of said Alta Mesa Boulevard, in all 67-92/100 feet to a 5/8" capped iron set. Thence westerly, along the north right-of-way of said Alta Mesa Boulevard, the following: south 89 degrees-57 minutes-40 seconds west, 2364-59/100 feet to a 5/8" capped iron set; south 89 degrees-41 minutes-50 seconds west, 95-57/100 feet to a 5/8' capped iron set for the northwest corner of said 7-327/1000 acres Tract; north 89 degrees-48 minutes-46 seconds west 147-15/100 feet to the place of beginning and containing 125-632/1000 acres of which 1-220/1000 acres lies within Old Oak Grove Road leaving 124-412/1000 acres exclusive of said Old Oak Grove Road. A part of the SHELBY COUNTY SCHOOL LAND SURVEY, Abstract No. 1375 situated in the south part of Fort Worth, Tarrant County, Texas, embracing a part of the 203-86/100 acres tract described n the deed to George Ann Brown Carter Trustee, recorded in volume 11676, page 10 of the Deed Records of Tarrant County, Texas and described by metes and bounds as follows: Commencing at a %" iron found for the northeast corner of the 125-632/1000 acres tract described in the deed to Alcon Laboratories, Inc. recorded in volume 15166, page 308 of the said Deed Records in the west right-of-way of Oak Grove Road and run along the east line of said 125-632/1000 acres tract and the west right-of-way of said Oak Grove Road south 00 degrees-19 minutes-04 seconds east 38- 79/100 feet to the beginning of a curve to the left having a radius of 756-20/100 feet, along said curve to the left an arc length of 266-81/100 feet to a 5/8" capped iron recovered in the east line of said 125-632/1000 acres tract and the west line of said 203-86/100 acres tract for the northwest and beginning corner of the tract being described, the long chord of said 266-81/100 feet arc is south 10 degrees-51 minutes-04 seconds east 265-43/100 feet. Thence southeasterly, continuing along said curve to the left having a radius of 756-20/100 feet and along the west right-of-way of said Oak Grove Road an arc length of 270-84/100 feet to a concrete monument found at its end, the long chord of said 270-84/100 feet arc is south 30 degrees-54 minutes-46 seconds east 269-40/100 feet. Thence southeasterly and southwesterly, continuing along the west right-of-way of said Oak Grove Road, the following: south 41 degrees-02 minutes-44 seconds east 655-61/100 feet to a concrete monument found; south 04 degrees-16 minutes-10 seconds west 59-52/100 feet to a concrete monument found at the intersection of the west right-of-way of said Oak Grove Road and the northwesterly right- of-way of Campus Drive in a curve to the left having a radius of 1969-86/100 feet. Thence southwesterly, along said curve to the left and the northwesterly right-of-way of said Campus Drive an arc length of 1092-71/100 feet to a mark "Y" set at the intersection of the northwesterly right-of-way of said Campus Drive and the north right-of-way of Alta Mesa Boulevard, the long chord of said 1092-71/100 feet arc is south 30 degrees-41 minutes-10 seconds west 1078-75/100 feet. Page 6of8 Thence south 53 degrees-13 minutes-04 seconds west, along the north right-of-way of said Alta Mesa Boulevard, 3-72/100 feet to a marked "Y" set in the west line of said 203-86/100 acres tract and the east line of said 125-632/1000 acres tract. Thence north 00 degress-22 minutes-00 seconds west, along the west line of said 203-86/100 acres tract and the east line of said 125-632/1000 acres tract, 1714-90/100 feet to the place of beginning and containing 9-800/1000 acres of which 0-776 of an acre lies within closed Oak Grove Road as fenced leaving 9-024/1000 acres exclusive of said Road. The basis for bearings is deed call along the west line of said 203-86/100 acres tract. Alcon Main Campus Remainder Tract Description Being approximately 11.21 acres of land located in the I. & G.N. RR. CO. SURVEY, ABSTRACT NO. 1326, Fort Worth, Tarrant County, Texas, and being a portion of the tract of land conveyed to Alcon Laboratories, Inc. by the deed recorded in Volume 6891, Page 938 of the Deed Records of Tarrant County, Texas. Said 11.21 acres of land being more particularly described by metes and bounds as follows: Beginning at a point at the Southeast corner of Lot AR, Block 1, ALCON ADDITION, to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Volume 388-183, Page 42 of the Plat Records of Tarrant County, Texas, and said POINT OF BEGINNING lying in the North right-of-way line of Alta Mesa Boulevard (120-foot-wide public right-of-way) Thence northerly approximately 547 feet, to a point lying at the Northeast corner of said Lot AR, Block 1, and lying in the South boundary line of Lot B, Block 1, ALCON ADDITION, to the City of Fort Worth, according to the plat recorded in Volume 388-136, Page 33 of the Plat Records of Tarrant County, Texas; Thence Easterly approximately 894 feet, to a point lying at the Southeast corner of said Lot B, Block 1, and lying in the West boundary line of a tract of land conveyed to Alcon Laboratories, Inc., by the deed recorded in Volume 15166, Page 308 of the Deed Records of Tarrant County, Texas; Thence Southerly approximately 545 feet, along the West boundary line of said Alcon Laboratories, Inc. Tract, to a point Tying at the Southwest corner of said Alcon Laboratories, Inc. Tract, and lying in the North right-of-way line of aforesaid Alta Mesa Boulevard; Thence westerly approximately 892 feet, along the North right-of-way line of said Alta Mesa Boulevard, to the POINT OF BEGINNING containing approximately 11.21 acres of land. Alcon Will Rogers Property Description Page 7 of 8 That Carter Foundation Production Company, owner of all of Block 6 of Carter Industrial Park, an Addition to Fort Worth, in Tarrant County, Texas, as said Block 6 appears on the map recorded in Volume 388-31, Page 52 of the Tarrant County Deed Records, does hereby adopt and declare the plat and map annexed hereto to be a re -subdivision of Block 6 of Carter Industrial Park and the property outlined and delineated on the exhibit attached hereto as "Exhibit A' is hereby designated and shall hereafter be known and referred to as Lot 1 in Block 6 of said Carter Industrial Park. There is also dedicated to the underground public utility and drainage easements as delineated and marked on said plat. The metes and bounds description of said Lot 1 in Block 6 of Carter Industrial Park is as follows: Beginning at a one inch iron for the southwest corner of said Block 6. Thence north no degrees-15-1/2 minutes west, along the west line of said Block 6, a distance of 363 feet to a one inch iron for corner. Thence north 89 degrees-45 minutes east 600 feet to a 5/8 inch iron for corner. Thence south no degrees-15-1/2 minutes east 363 feet to a 5/8 inch iron in the south line of Block 6. Thence south 89 degrees-45 minutes west, along the said south line of Block 6, a distance of 600 feet to the place of beginning and containing 5 acres. Page 8 of 8 DESCRIPTION OF THE REQUIRED IMPROVEMENTS EXHIBIT B ALCON FACILITY IMPROVEMENTS Alcon Main Campus (North, South, East, West, Remainder Tract) Tenant improvement construction on Alcon's main campus includes renovations to an estimated 300,000 square feet of office buildings to accommodate a significant increase of personnel contemplated in the next two years due to integration of Novartis' former CIBA VISION group within Alcon and planned organic growth of the new Alcon Eye Care Division of Novartis. Scope of the Renovation Work • Consolidation and relocation of functional groups and teams • Standardization of associate private office and cubicle size • Conversion of certain atrium training, conference, and storage rooms to office space • Multi -phased construction activities across all campus office buildings for a 24 month duration ALCON FACILITY IMPROVEMENTS Alcon Will Rogers Property Tenant improvement construction to Alcon's Will Rogers facility, 45,000 square feet, to accommodate approximately 220 new Novartis associates for the creation of a new United States Finance Services Center. Renovations to occur in two phases over a 4 month period from April —July, 2012. Scope of the Renovation Work • Consolidation of Alcon's IT Infrastructure group supporting the data command center remaining in the facility • Creation of a complete open plan office arrangement (Novartis standard) to accommodate FSC associates • Facility remodel for facility ADA compliance • Architectural upgrades to the facility (skylights, break room improvements, collaboration spaces, etc.) • Addition of a food servery area Legend OZip Codes CD Central City Boundary CDBG Eligible Area City Limit FORT WORTH Housing and Et/wiuht1k, Development Updated 08/09/2011 CDBG Eligible Areas & Central City .�... - - - • - ■ 1 - I . ■ 11 J OUNCIL ' GENDA Official site of the City of Fort Worth, Texas FORT WORTH COUNCIL ACTION: Approved on 11/1/2011 DATE: 11/1/2011 REFERENCE NO. C-25263 CODE C TYPE• NON - CONSENT LOG NAME• PUBLIC HEARING: 17TANOVARTIS NO SUBJECT: Authorize Execution of a Tax Abatement Agreement with Alcon Laboratories Holding Corporation or an Affiliate for the Expansion and Renovation of the Existing Alcon Campus located at 6201 South Freeway Fort Worth, Texas and Waive Certain Related Development Fees (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Tax Abatement Agreement with Alcon Laboratories Holding Corporation or an affiliate thereof for the expansion and renovation of the existing Alcon campus located at 6201 South Freeway, Fort Worth, Texas; and 2. Authorize the waiver of certain related development fees. DISCUSSION: The Housing and Economic Development Department is proposing a 10-year Tax Abatement Agreement with Alcon Laboratories Holding Corporation or its affiliate that could potentially abate up to 80 percent of the City's taxes on the incremental value of real and business personal property investment at the site. Proiect: Alcon Laboratories Holding Corporation or an affiliate (Alcon) plans to expand and renovate the existing facilities at the Alcon campus and create a Finance Center for North American Operations. The proposed project is estimated to have at least $3,000 000.00 expended in real property improvements, and Alcon will invest at least $8,000,000 00 in new taxable personal property by December 31, 2013. Failure to meet the minimum real property and business personal property investment is a condition of default and will result in immediate termination of the Agreement. Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Real Property Improvements): Alcon is required to spend a minimum of $1,000,000.00 or 30 percent, whichever is greater, of real property improvements with contractors that are Fort Worth companies. Alcon is also required to spend a minimum of $1,000,000.00 or 25 percent, whichever is greater, of real property improvements with contractors that are Fort Worth certified M/WBE companies (with the understanding that dollars spent with Fort Worth certified M/WBE companies will also count as dollars spent with Fort Worth companies). Employment Commitments: As a part of the expansion and renovation, Alcon will provide full-time jobs to a minimum of 400 persons by December 31, 2013 and 750 persons by December 31, 2018. The company is required to fill a minimum of 30 percent of the total full-time jobs with Fort Worth residents and 20 percent with Fort Worth Central City residents (with an understanding that Fort Worth Central City residents will also count as Fort Worth residents). Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Supply & Services): Alcon has committed to spend the greater of 30 percent or $50,000.00 of annual discretionary supply and service expenditures with contractors that are Fort Worth companies. Alcon has also committed to spend the greater of 15 percent or $25,000 00 of annual discretionary service and supply expenditures with contractors that are Fort Worth certified M/WBE companies (with the understanding that dollars spent with Fort Worth Certified M/WBE companies will also count as dollars spent with Fort Worth companies). Discretionary supply and service expenditures are expenditures, whether under written contract or ad hoc purchases other than for electric gas and water utilities, related to the operation and maintenance of the Project, including amounts paid to eligible companies or contractors for personnel. Except for cases of default, failure to meet a commitment will result in a reduction of the corresponding component of the abatement for that year proportional to the amount the commitment was not met or for the duration of the abatement in the case of construction commitments. City Commitments: All tax abatements granted are for City property taxes based on the incremental increase in value of real property improvements (above a base year value) and business personal property can be awarded for up to 80 percent for a period of ten years as depicted in the following chart. Company Commitment Real and Personal Property Investment Fort Worth Contractors Fort Worth M/WBE Contractors Overall Employment Employment of Fort Worth Residents Employment of Fort Worth Central City Residents Utilization of Fort Worth Companies for Supplies and Services Utilization of Fort Worth M/WBE Companies for Supplies and Services TOTAL Potential Abatement 20 percent 5 percent 5 percent 35 percent 2.5 percent 2.5 percent 5 percent 5 percent 80 percent Fee Waivers: The City will waive the following fees related to the real property improvements that would otherwise be charged by the City at any time prior to the December 31, 2013 completion deadline: (i) all building permit, plan review, inspection and re -inspection fees; (ii) all zoning fees; (iii) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler and alarm permit fees. All other fees charged or assessed by the City in accordance with applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, transportation impact fees and water and sewer impact fees, are not waived and shall be fully payable. The project is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for Citv Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS 17TANOVARTIS.pdf Susan Alanis (8180) Jay Chapa (5804) Robert Sturns (8003) Ana Alvarado (2661)