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HomeMy WebLinkAboutContract 43174-A2 (2)tLOZYST1111 O3M333I STATE OF TEXAS COUNTY OF TARRANT § CJTY SECRE'rrny CONTRACT NOE ,�17�i-1� Z AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO. 43174 TAX ABATEMENT AGREEMENT BETWEEN CITY OF FORT WORTH AND ALCON LABORATORIES HOLDINGS CORPORATION This AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO. 43174 ("Amendment") 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 agree, that the following statements are true and correct and constitute the basis upon which the City and Company have entered into this Amendment: A. Company is one of the largest manufacturers of contact lenses and lens care products in the United States. The City and Company previously entered into that certain Tax Abatement Agreement on file in the City Secretary's Office as City Secretary Contract No. 43174, as subsequently amended by City Secretary Contract No. 43174-Al (the "Agreement"). Under the Agreement, Company agreed to expand its existing facility and to construct a new financial services center on the property designated by the City Council as Tax Abatement Reinvestment Zone No. 77, City of Fort Worth, Texas (Ordinance No. 19961-11-2011) and as Tax Abatement Reinvestment Zone No. 80, City of Fort Worth, Texas (Ordinance No. 20074-02-2012) (collectively, the "Zones") and to locate at least $ 8 million in new taxable tangible personal property on property located in the Zones. In return for completing those improvements and purchases by December 31, 2013, the City agreed to abate a percentage of Owner's incremental real and personal property taxes over a period of ten (10) years, beginning with the first full year following the year in which a certificate of occupancy was issued for the new financial services center and office facilities. B. In a continued effort to integrate its U.S. subsidiaries and streamline operations, Company is now proposing to construct a new global data center on property it owns in the Zones so long as Company can obtain the same tax abatement benefits from this project as those already available under the Agreement. It is estimated that development of this facility would result in the expenditure of at least $30 million in Construction Costs and lead to the installation of at least $4.7 million in New Taxable Tangible Personal Property. C. Pursuant to Section 11.5 of the City's Tax Abatement Policy, the .ahatemt- Company is eligible to receive under the Agreement is capped, so that currentl Page 1' ,'.A�� Amendment No. 2 to CSC No. 43174 cITY SECRE Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporatio a'�'�� '� incremental property values on which the tax abatement is based is at 150% of Company's investment commitment. In other words, the current maximum incremental value on which Company's real property tax abatement is based is $4.5 million ($3 million x 150%) and the maximum incremental value on which Company's personal property tax abatement is based is $12 million ($8 million x 150%). As incentive for Company to locate this facility and the associated new personal property in Fort Worth, the parties wish to amend the Agreement in order for Company to receive the same tax abatement benefits from the global data center project as those provided under the Agreement for the existing facility expansion and new financial services center, as more specifically set forth more specifically in this Amendment. NOW, THEREFORE, the City and Company, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree that the Agreement shall hereafter read in its entirety as follows: AGREEMENT 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Abatement Term means the term of ten (10) consecutive years, commencing on January 1, 2015 (which is the second full calendar year following the year in which the Phase I Completion Date occurred) and expiring on December 31, 2024, during which Company will receive the tax abatements granted under this Agreement. Affiliate means all entities, incorporated or otherwise, under common control with, controlled by or controlling Company. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Application means the application for tax abatement submitted by Company to the City on or about July 6, 2011, which is incorporated herein by reference Central City means that area in the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG') eligible census block groups* (ii) all state -designated enterprise zones; and (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG-eligible block groups or Page 2 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation enterprise zones, as well as any CDBG-eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map of Exhibit "E", attached hereto and hereby made a part of this Agreement for all purposes. Central City Employment Commitment means the commitment by Company that in each year of the Compliance Auditing Tem! at least twenty -percent (20%) of all Full-time Jobs provided and filled within the Phase I Real Property Improvements (and not elsewhere on the Phase I Land) and the Phase II Real Property Improvements, regardless of the total number of such Full-time Jobs, will be held by an individual residing at a location within the Central City. Central City Resident means an individual whose primary residence is at a location within the Central City. Certificate of Completion means a written notification issued by the City to Company in accordance with Sections 4.1.2 and 4.2.2 stating that the Phase I Real Property Improvements or the Phase II Real Property Improvements, as the case may be, and the extent to which the Phase I Fort Worth Construction Commitment and the Phase I M/WBE Construction Commitment, or the Phase II Fort Worth Construction Commitment and the Phase II M/WBE Construction Commitment, as the case may be, were met. Code means the Texas Tax Code. Completion Notice has the meaning ascribed to it in Section 7.3.2. Compliance Auditing Term means the term of ten (10) consecutive years, commencing on January 1, 2014 and expiring on December 31, 2023, in which the City will verify and audit Company's compliance with the various commitments set forth in Sections 5.1 and 5.2 that form the basis for calculation of the amount of each annual tax abatement percentage under this Agreement. Construction Costs means actual site development and construction costs, including directly -related contractor fees, costs of supplies and materials, engineering fees, architectural and design fees, and peunit fees, and specifically excludes any property acquisition costs. Director means the director of the City's Housing and Economic Development Department. Effective Date has the meaning ascribed to it in Section 3. Event of Default means a breach of this Agreement by a party, either by act or omission, as more specifically set forth in Section 8 of this Agreement. Fort Worth Certified M/WBE Company means a minority or woman -owned business that has received certification as either 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 that has a principal business office located within Page 3 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement. Fort Worth Company means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement. Fort Worth Employment Commitment means the commitment by Company that in each year of the Compliance Auditing Term at least thirty percent (30%) of all Full-time Jobs provided and filled within the Phase I Real Property Improvements (and not elsewhere on the Phase I Land) and the Phase II Real Property Improvements, regardless of the total number of such Full-time Jobs, will be held by individuals residing at a location within the corporate limits of the City. Fort Worth Resident means an individual whose principal place of residence is at a location within the corporate limits of the City. Fort Worth Supply and Service Spending Commitment means the commitment by Company that in each calendar year of the Compliance Auditing Term the greater of at least (i) Fifty Thousand Dollars ($50,000.00) in 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, will be made with Fort Worth Companies. Full-time Job means a job provided to one (1) individual for at least forty (40) hours per week. Improvements means any real property improvements located on the Phase I Land and the Phase II Land, including, but not limited to, the Phase I Improvements and, if constructed, the Phase II Improvements. Legal Requirements means 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. MAYBE Supply and Service Spending Commitment means the commitment by Company that in each calendar year of the Compliance Auditing Tenn 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. New Taxable Tangible Personal Property means any personal property other than inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is owned or leased by Company and used by Company for the business purposes outlined in this Agreement; and (iii) was not located in the City prior to the Effective Date of this Agreement Page 4 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation Overall Employment Commitment means the commitment by Company that (i) in each calendar year between 2014 and 2017, at least four hundred (400) Full-time Jobs will be provided and filled within the Phase I Real Property Improvements (and not elsewhere on the Phase I Land) and the Phase II Real Property Improvements, and (ii) in each calendar year between 2018 and 2023, at least seven hundred fifty (750) Full-time Jobs will be provided and filled within the Phase I Real Property Improvements (and not elsewhere on the Phase I Land) and the Phase II Real Property Improvements. Phase I Abatement means the tax abatement of the City s ad valorem taxes on improvements located on the Phase I Land (but not on the Phase I Land itself) and on New Taxable Tangible Personal Property located on the Phase I Land, as provided in Section 5.1. Phase I Completion Date means the date as of which all occupiable space within the Phase I Real Property Improvements has received a temporary or permanent certificate of occupancy. Phase I Completion Deadline means December 31, 2013. Phase I Fort Worth Construction Commitment has the meaning ascribed to it in Section 5.1.2. Phase I Land means the real property depicted in the map and described in Exhibit "A" (attached hereto and hereby made a part of this Agreement for all purposes. 5.1.3. Phase I M/WBE Construction Commitment has the meaning ascribed to it in Section Phase I Personal Property Commitment has the meaning ascribed to it in Section 4.1. Phase I Real Property Improvements means those real property improvements comprising an expansion of Company's existing facility on the Phase I Land and the construction on the Phase I Land of a new finance service center for Company s or an Affiliate s business operations, as more specifically described in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes. Phase II Abatement means the tax abatement of the City s ad valorem taxes on improvements located on the Phase II Land (but not on the Phase II Land itself) and on New Taxable Tangible Personal Property located on the Phase II Land, as provided in Section 5 2 Phase II Completion Date means the date as of which all occupiable space within the Phase II Real Property Improvements has received a temporary or permanent certificate of occupancy. Phase II Completion Deadline means December 31, 2015. Page 5 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratones Holdings Corporation Phase II Fort Worth Construction Commitment has the meaning ascribed to it in Section 5.2.2. Phase II Land means the real property depicted in the map and described in Exhibit "C" (attached hereto and hereby made a part of this Agreement for all purposes. 5.2.3. Phase II M/WBE Construction Commitment has the meaning ascribed to it in Section Phase II Personal Property Commitment has the meaning ascribed to it in Section 4.2. Phase II Real Property Improvements means the construction on the Phase II Land of a new global data center for Company's or an Affiliate's business operations, as more specifically described in Exhibit "D", attached hereto and hereby made a part of this Agreement for all purposes. Policy means the City's General Tax Abatement Policy, adopted by the City Council pursuant to Resolution No. 4096-06-2012, as amended by Resolution No. 4319-05-2014. Records has the meaning ascribed to it in Section 7.2. Supply and Service Expenditures means those local discretionary expenditures made by Company directly for the operation and maintenance of both the Phase I Land and the Phase II Land and any improvements thereon, excluding utility service costs. Term has the meaning ascribed to it in Section 3. Zones has the meaning ascribed to it in Recital A. 3. TERM. This Agreement took effect May 12, 2012 (the "Effective Date' ), and, unless terminated earlier in accordance with its teams and conditions, it will expire on December 31, 2024 (the "Term"). 4. COMPANY'S COVENANTS. 4.1. Phase I. 4.1.1. Phase I Real Property Improvements. Company and/or an Affiliate must have expended a minimum of I'hree Million Dollars ($3,000,000.00) in Construction Costs for the Phase I Real Property Improvements by the Phase I Completion Date. Page 6 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 4.1.2. Completion Date of Phase I Real Property Improvements. The Phase I Completion Date must occur on or before the Phase I Completion Deadline. Once Company provides the City with a Completion Notice for the Phase I Real Property Improvements in accordance with Section 7.3.2 of this Agreement, the City will inspect the Phase I Real Property Improvements and audit all Records related to the Phase I Real Property Improvements in accordance with Sections 7.1 and 7.2. 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 Phase I Real Property 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 Phase I Completion Deadline) or to provide appropriate supplemental information and to submit an amended Completion Notice. When, and if, the City concurs that all of the Phase I Real Property Improvements have been constructed or installed in accordance with this Agreement, the City will issue Company a Certificate of Completion. 4.1.3. Installation of Tangible Personal Property. New Taxable Tangible Personal Property having a value of at least Eight Million Dollars ($8,000,000.00) must be in place on the Phase I Land as of January 1, 2014, as determined solely by the appraisal district having jurisdiction over the Phase I Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. 4.1.4. Use of Phase I Land and Phase I Real Property Improvements. Company covenants that the Phase I Real Property Improvements will be used for Company's and/or an Affiliate s core business operations, and that throughout the Term, the Phase I Land and improvements thereon will 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. 4.2. Phase II. In order to receive an abatement of the City's ad valorem taxes on improvements located on the Phase II Land and on New Taxable Tangible Personal Property located on the Phase II Land, as more specifically set forth in Section 5.2, Company must comply with all of the following provisions: Page 7 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 4.2.1. Phase II Real Property Improvements. Company and/or an Affiliate must have expended a minimum of Thirty Million Dollars ($30,000,000.00) in Construction Costs for the Phase II Real Property Improvements by the Phase II Completion Date. 4.2.2. Completion Date of Phase II Real Property Improvements. The Phase II Completion Date must occur on or before the Phase II Completion Deadline. Once Company provides the City with a Completion Notice for the Phase II Real Property Improvements in accordance with Section 7.3.2 of this Agreement, the City will inspect the Phase II Real Property Improvements and audit all Records related to the Phase II Real Property Improvements in accordance with Sections 7.1 and 7.2. 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 Phase II Real Property 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 Phase II Completion Deadline) or to provide appropriate supplemental information and to submit an amended Completion Notice. When, and if, the City concurs that all of the Phase II Real Property Improvements have been constructed or installed in accordance with this Agreement, the City will issue Company a Certificate of Completion. 4.2.3. Installation of Tantible Personal Property. New Taxable Tangible Personal Property having a value of at least Four Million Seven Hundred Thousand Dollars ($4,700,000.00) must be in place on the Phase II Land as of January 1 of the first full calendar year following the year in which the Phase II Completion Date occurs, as detetiuined solely by the appraisal district having jurisdiction over the Phase II Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. 4.2.4. Use of Phase I Land and Phase I Real Property Improvements. Company covenants that the Phase II Real Property Improvements will be used for Company's and/or an Affiliate's core business operations, and that throughout the Term, the Phase II Land and improvements thereon will 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. Page 8 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcoa Laboratories Holdings Corporation 5. ABATEMENT AMOUNTS, TERMS AND CONDITIONS. 5.1. Phase I Abatement. Subject to Section 5.3.1 of this Agreement, during each year of the Abatement Term, the City will grant Company an abatement of a percentage (not to exceed eighty percent (80%) in any year of the Abatement Term) of the City's ad valorem taxes on the value of any improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year, calculated as follows: 5.1.1. Abatement Based on Construction of Phase I Real Property Improvements and Personal Property Installation (20% Component). Subject to issuance of a Certificate of Completion for the Phase I Real Property Improvements in accordance with Section 4.1.2, in each year of the Abatement Term the City will grant a twenty percent (20%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year if (i) the Phase I Completion Date occurs on or before the Phase I Completion Deadline; (ii) at least Three Million Dollars ($3,000,000.00) in Construction Costs are expended on the Phase I Real Property Improvements as of the Phase I 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 Phase I Real Property as of January 1, 2014, as deteutiined solely by the appraisal district having jurisdiction over the Phase I Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. Notwithstanding anything to the contrary in this Agreement, if (i) the Phase I Completion Date does not occur by the Phase I Completion Deadline; (ii) less than Three Million Dollars ($3,000,000.00) in Construction Costs are expended on the Phase I Real Property Improvements as of the Phase I 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 Phase I Land as of January 1, 2014, as determined solely by the appraisal district having jurisdiction over the Phase I Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year an Event of Default will occur, Company will be ineligible to receive any tax abatement under this Agreement, and the City will have the right to terminate this Agreement immediately in accordance with Section 8. Page 9 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 5.1.2. Abatement Based on Construction Spending with Fort Worth Companies (Up to 5% Component). In each year of the Abatement Term the City will grant a five percent (5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year if by the Phase I Completion Date at least the greater of (i) thirty percent (30%) of all Construction Costs for the Phase I Real Property Improvements, regardless of the total amount of such Construction Costs, or (ii) One Million Dollars ($1,000,000.00) in Construction Costs for the Phase I Real Property Improvements have been expended with Fort Worth Companies (the "Phase I Fort Worth Construction Commitment"). If the Phase I Fort Worth Construction Commitment is not met, the percentage of abatement that Company may receive under this Section 5.1.2 throughout the Abatement Tenn will be reduced to an amount equal to the product of five percent (5%) multiplied by the percentage by which the Phase I Fort Worth Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended for the Phase I Real Property Improvements by the Phase I Completion Date with Fort Worth Companies by the number of dollars comprising the Phase I Fort Worth Construction Commitment. For example, if $4,000,000.00 in Construction Costs were expended for the Phase I Real Property Improvements, the Phase I 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 Phase I Completion Date, the percentage of abatement that could be received pursuant to this Section 5.1.2 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). 5.1.3. Abatement Based on Construction Spending with Fort Worth Certified M/WBE Companies (Up to 5% Component). In each year of the Abatement Term the City will grant a five percent (5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year if by the Phase I Completion Date at least the greater of (i) twenty-five percent (25%) of all Construction Costs for the Phase I Real Property Improvements, regardless of the total amount of such Construction Costs, or (ii) One Million Dollars ($1,000,000.00) in Construction Costs for the Phase I Real Property Improvements have been expended with Fort Worth Certified M/WBE Companies (the `Phase I M/WBE Construction Commitment"). If the Phase I M/WBE Construction Commitment is not met, the percentage of abatement that Company may receive under this Section 5.1.3 throughout the Abatement Tenn Page 10 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation will be reduced to an amount equal to the product of five percent (5%) multiplied by the percentage by which the Phase I M/WBE Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended for the Phase I Real Property Improvements by the Phase I Completion Date with Fort Worth Certified M/WBE Companies by the number of dollars comprising the Phase I M/WBE Construction Commitment. Dollars expended with Fort Worth Certified M/WBE Companies and counted for purposes of the Phase I M/WBE Construction Commitment will also be counted as dollars expended with Fort Worth Companies and counted for purposes of measuring attainment of the Phase I Fort Worth Construction Commitment, as outlined in Section 5.1.2. 5.1.4. Abatement Based on Overall Employment (Up to 35% Component). In each year of the Abatement Term the City will grant a thirty-five percent (35%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year if in the previous calendar year the applicable Overall Employment Commitment was met or exceeded. Determination of compliance with the applicable Overall Employment Commitment in any given year will 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 Affiliate providing the data) of each year during the Compliance Auditing Term. 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 5.1 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 Phase I Real Property Improvements and the Phase II Real Property 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 in the Phase I Real Property Improvements and the Phase II Real Property Improvements 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 5.1.4 would be 31.5% instead of 35% (or .35 x [360/400]), or .35 x .90, or .315. Full-time Jobs counted for purposes of calculating the Phase II Abatement will also be counted for purposes of calculating the Phase I Abatement. 5.1.5. Abatement Based on Fort Worth Employment (Up to 2.5% Component). In each year of the Abatement Term the City will grant a two and one-half percent (2.5%) abatement of the City's ad valorem taxes on the value of any Page 11 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year if in the previous calendar year the Fort Worth Employment Commitment was met. Determination of compliance with the Fort Worth Employment Commitment will 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. 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 5.1.5 will 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 Phase I Real Property Improvements and the Phase II Real Property 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 in the Phase I Real Property Improvements and the Phase II Real Property Improvements 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 Phase I Real Property Improvements and the Phase II Real Property 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 5.1.5 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 a Fort Worth Resident 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. In addition, Full-time Jobs counted for purposes of calculating the Phase II Abatement will also be counted for purposes of calculating the Phase I Abatement. 5.1.6. Abatement Based on Central City Employment (Up to 2.5% Component). In each year of the Abatement Term the City will grant a two and one-half percent (2.5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year if in the previous calendar year the Central City Employment Commitment was met. 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 Page 12 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation the Affiliate providing the data) of each year during the Compliance Auditing Term. 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 5.1.6 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 Phase I Real Property Improvements and the Phase II Real Property Improvements to Central City Residents by the Central City Employment Commitment applicable for such year. A Full-time Job held by a Central City Resident and counted for purposes of the Central City Employment Commitment shall also be counted as a Full-time Job held by Fort Worth Resident for purposes of measuring attainment of the Fort Worth Employment Commitment, as well as counted as a Full-time Job for purposes of measuring attainment of the Overall Employment Commitment. In addition, Full-time Jobs counted for purposes of calculating the Phase II Abatement will also be counted for purposes of calculating the Phase I Abatement. 5.1.7. Abatement Based on Supply and Service Expenditures with Fort Worth Companies (Up to 5% Component). In each year of the Abatement Term the City will grant a five percent (5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year if in the previous calendar year the Fort Worth Supply and Service Spending Commitment was met. If the Fort Worth Supply and Service Spending Commitment is not met in a given year of the Compliance Auditing Teriii, then the percentage of abatement that may be received pursuant to this Section 5.1.7 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 that would be received pursuant to this Section 5.1.7 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). Supply and Service Expenditures that are counted for purposes of calculating the Phase II Abatement will also be counted for purposes of calculating the Phase I Abatement. Page 13 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 5.1.8. Abatement Based on Supply and Service Expenditures with Fort Worth Certified M/WBE Companies (Up to 5% Component). In each year of the Abatement Term the City will grant a five percent (5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase I Land (but not on the value of the Phase I Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase I Land over their values for the 2012 tax year if in the previous calendar year the M/WBE Supply and Service Spending Commitment was met 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 5.1.8 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. In addition, Supply and Service Expenditures that are counted for purposes of calculating the Phase II Abatement will also be counted for purposes of calculating the Phase I Abatement. 5.2. Phase II Abatement. Subject to Section 5.3.2 of this Agreement, during each year of the Abatement Term, the City will grant Company an abatement of a percentage (not to exceed eighty percent (80%) in any year of the Abatement Term) of the City s ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year, calculated as follows: 5.2.1. Abatement Based on Construction of Phase II Real Property Improvements and Personal Property Installation (20% Component). Subject to issuance of a Certificate of Completion for the Phase II Real Property Improvements in accordance with Section 4.2.2, in the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Teiui, the City will grant a twenty percent (20%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Page 14 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year if (i) the Phase II Completion Date occurs on or before the Phase II Completion Deadline; (ii) at least Thirty Million Dollars ($30,000,000.00) in Construction Costs are expended on the Phase II Real Property Improvements as of the Phase II Completion Date; and (iii) New Taxable Tangible Personal Property having a value of at least Four Million Seven Hundred Thousand Dollars ($4 700,000.00) is in place on the Phase II Real Property as of January 1, 2016 as determined solely by the appraisal district having jurisdiction over the Phase II Land at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. Notwithstanding anything to the contrary in this Agreement, if (i) the Phase II Completion Date does not occur by the Phase II Completion Deadline (ii) less than Thirty Million Dollars ($30,000,000.00) in Construction Costs are expended on the Phase II Real Property Improvements as of the Phase II Completion Date; or (iii) New Taxable Tangible Personal Property having a value of at least Four Million Seven Hundred Thousand Dollars ($4,700,000.00) is not in place on the Phase II Land as of January 1, 2016, 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, an Event of Default will not occur and Company will continue to receive the Phase I Abatement, but Company will be ineligible to receive any tax abatement on the value of any improvements on the Phase II Land and on the value of any New Taxable Tangible Personal Property located on the Phase II Land. 5.2.2. Abatement Based on Construction Spending with Fort Worth Companies (Up to 5% Component). In the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Term, the City will grant a five percent (5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year if by the Phase II Completion Date at least the greater of (i) thirty percent (30%) of all Construction Costs for the Phase II Real Property Improvements, regardless of the total amount of such Construction Costs, or (ii) One Million Dollars ($1,000,000.00) in Construction Costs for the Phase II Real Property Improvements have been expended with Fort Worth Companies (the "Phase II Fort Worth Construction Commitment"). If the Phase II Fort Worth Construction Commitment is not met, the percentage of abatement that Company may receive under this Section 5.2.2 in the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Tenn will be reduced to an amount equal to the product of five percent (5%) multiplied by the percentage by which the Phase II Fort Worth Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended for the Phase II Page 15 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation Real Property Improvements by the Phase II Completion Date with Fort Worth Companies by the number of dollars comprising the Phase II Fort Worth Construction Commitment. 5.2.3. Abatement Based on Construction Spending with Fort Worth Certified M/WBE Companies (Up to 5% Component). In the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Teen, the City will grant a five percent (5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year if by the Phase II Completion Date at least the greater of (1) twenty-five percent (25%) of all Construction Costs for the Phase II Real Property Improvements, regardless of the total amount of such Construction Costs, or (ii) One Million Dollars ($1 000,000 00) in Construction Costs for the Phase II Real Property Improvements have been expended with Fort Worth Certified M/WBE Companies (the "Phase II M/WBE Construction Commitment"). If the Phase II M/WBE Construction Commitment is not met, the percentage of abatement that Company may receive under this Section 5.2.3 in the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Teiui will be reduced to an amount equal to the product of five percent (5%) multiplied by the percentage by which the Phase II M/WBE Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended for the Phase II Real Property Improvements by the Phase II Completion Date with Fort Worth Certified M/WBE Companies by the number of dollars comprising the Phase II M/WBE Construction Commitment Dollars expended with Fort Worth Certified M/WBE Companies and counted for purposes of the Phase II M/WBE Construction Commitment will also be considered dollars expended with Fort Worth Companies and counted for purposes of measuring attainment of the Phase II Fort Worth Construction Commitment, as outlined in Section 5.2.2. 5.2.4. Abatement Based on Overall Employment (Up to 35% Component). In the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Term, the City will grant a thirty-five percent (35%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year if in the previous calendar year the applicable Overall Employment Commitment was met or exceeded. Determination of compliance with the applicable Overall Employment Commitment in any given year will be based on employment data as of December Page 16 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 1 (or such other date as may mutually be acceptable to both the City and Company or the Affiliate providing the data) of each applicable year of the Compliance Auditing Teuu. If the Overall Employment Commitment is not met in the year in which the Phase II Completion Date occurs or in a subsequent year of the Compliance Auditing Tenn, then the percentage of abatement that can be received in the following year pursuant to this Section 5.2.4 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 Phase I Real Property Improvements and the Phase II Real Property Improvements in the previous year by the Overall Employment Commitment applicable to such year. Full-time Jobs counted for purposes of calculating the Phase I Abatement will also be counted for purposes of calculating the Phase II Abatement. 5.2.5. Abatement Based on Fort Worth Employment (Up to 2.5% Component). In the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Term, the City will grant a two and one-half percent (2.5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year if in the previous calendar year the Fort Worth Employment Commitment was met. Determination of compliance with the Fort Worth Employment Commitment will 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 applicable year of the Compliance Auditing Term. If the Fort Worth Employment Commitment is not met in the year in which the Phase II Completion Date occurs or in a subsequent year of the Compliance Auditing Term, then the percentage of abatement that can be received in the following year pursuant to this Section 5.2.5 will 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 Phase I Real Property Improvements and the Phase II Real Property 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. A Full-time Job held by a Fort Worth Resident 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. In addition, Full-time Jobs counted for purposes of calculating the Phase I Abatement will also be counted for purposes of calculating the Phase II Abatement. Page 17 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Aicon Laboratories Holdings Corporation 5.2.6. Abatement Based on Central City Employment (Up to 2.5% Component). In the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Term, the City will grant a two and one-half percent (2.5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year if in the previous calendar year the Central City Employment Commitment was met. 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 applicable year of the Compliance Auditing Term. If the Central City Employment Commitment is not met in the year in which the Phase II Completion Date occurs or in a subsequent year of the Compliance Auditing Term, then the percentage of abatement that can be received in the following year pursuant to this Section 5.2.6 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 Phase I Real Property Improvements and the Phase II Real Property Improvements to Central City Residents by the Central City Employment Commitment applicable for such year. A Full-time Job held by a Central City Resident and counted for purposes of the Central City Employment Commitment shall also be counted as a Full-time Job held by Fort Worth Resident for purposes of measuring attainment of the Fort Worth Employment Commitment, as well as counted as a Full-time Job for purposes of measuring attainment of the Overall Employment Commitment In addition, Full-time Jobs counted for purposes of calculating the Phase I Abatement will also be counted for purposes of calculating the Phase II Abatement. 5.2.7. Abatement Based on Supply and Service Expenditures with Fort Worth Companies (Up to 5% Component). In the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Term, the City will grant a five percent (5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year if in the previous calendar year the Fort Worth Supply and Service Spending Commitment was met. If the Fort Worth Supply and Service Spending Commitment is not met in the year in which the Phase II Page 18 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation Completion Date occurs or in a subsequent year of the Compliance Auditing Tenn, then the percentage of abatement that may be received pursuant to this Section 5.2.7 in the following year of the Abatement Teun 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. Supply and Service Expenditures that are counted for purposes of calculating the Phase I Abatement will also be counted for purposes of calculating the Phase II Abatement. 5.2.8. Abatement Based on Supply and Service Expenditures with Fort Worth Certified M/WBE Companies (Up to 5% Component). In the year following the year in which the Phase II Completion Date occurs and in each year thereafter for the remainder of the Abatement Term, the City will grant a five percent (5%) abatement of the City's ad valorem taxes on the value of any improvements on the Phase II Land (but not on the value of the Phase II Land itself) over their values for the 2012 tax year, and on the value of New Taxable Tangible Personal Property located on the Phase II Land over their values for the 2012 tax year if in the previous calendar year the M/WBE Supply and Service Spending Commitment was met. If the M/WBE Supply and Service Spending Commitment is not met in the year in which the Phase II Completion Date occurs or in a subsequent year of the Compliance Auditing Term, then the percentage of abatement that may be received pursuant to this Section 5 2.8 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. In addition, Supply and Service Expenditures that are counted for purposes of calculating the Phase I Abatement will also be counted for purposes of calculating the Phase II Abatement. Page 19 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 5.3. Abatement Limitation. 5.3.1. Phase I Abatement. Notwithstanding anything to the contrary in this Agreement, in accordance with Section 11.5 of the Policy, the amount of the Phase I 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 Phase I Land (and not on the Phase I Land itself) over their values foi the 2012 tax year, 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 Phase I Land over the value of that Property for the 2012 tax year, 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 Phase I Land exceeds their values for the 2012 tax year plus $4,500,000.00, Company's tax abatement attributable to improvements on the Phase I Land for that tax year shall be capped and calculated as if the increase in the value of improvements on the Phase I Land since then had only been $4,500,000.00. For example, and as an example only, if in a given year of the Abatement Temut the value of improvements on the Phase I Land is $5,000,000.00 over their values for the 2012 tax year, the City would grant a maximum real property tax abatement of eighty percent (80%) of $4,500,000 00 in valuation for that year of the Abatement Term, and full taxes on the $500,000.00 difference over the cap would be owed. Along the same lines, if the value of New Taxable Tangible Personal Property located on the Phase I Land in a given year of the Abatement Term is $15,000,000.00 over the value of that Property for the 2012 tax year, the City would grant a maximum personal property tax abatement of eighty percent (80%) of $12,000,000 00 in valuation for that year of the Abatement Tenn, and full taxes on the $3,000,000.00 difference over the cap would be owed. 5.3.2. Phase II Abatement. Notwithstanding anything to the contrary in this Agreement, in accordance with Section 11.5 of the Policy, the amount of the Phase II 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 Phase II Land (and not on the Phase II Land itself) over their values for the 2012 tax year, up to a maximum increase of Forty-five Million Dollars ($45,000,000.00), and (ii) on the increase in the value of New Taxable Tangible Personal Property located on the Phase II Land over the value of that Property for the 2012 tax yeas, up to maximum increase of Seven Million Fifty Thousand Dollars ($7,050,000.00) Page 20 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 6. FEE WAIVERS AND CREDITS. 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 the Phase I Real Property Improvements and the Phase II Real Property Improvements However the City agrees to grant Company certain waivers or credits for City fees associated with construction of the Phase I Real Property Improvements and the Phase II Real Property Improvements, as follows (and with the understanding that 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, that are not waived or credited hereunder shall be fully payable by Company and its Affiliates, and their contractors) 6.1. Specific Fee Waivers. The City Council has found that development of the Zones as outlined in Ordinance Nos 19961-11-2011 and 20074-02-2012 will help achieve the public purpose of assisting in the development and diversification of the economy and the elimination of unemployment consistent with Article 3, Section 52-a of the Texas Constitution. As a result the City hereby agrees to waive the following fees related to the Phase I Real Property Improvements that would otherwise be charged by the City at any time prior to the Phase I 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 peiluit fees In addition, the City hereby agrees to waive the following fees related to the Phase II Real Property Improvements that would otherwise be charged by the City at any time prior to the Phase II Completion Deadline: (a) all building permit, plan review, inspection and re -inspection fees; (b) all zoning fees; (c) all temporary encroachment fees; (d) all platting fees; and (e) all fire, sprinkler and alarm permit fees. 6.2. Limited Fee Credits 1'he City acknowledges receipt from Company of the required Application fee of Five Thousand Dollars ($5,000.00) for the Phase I Abatement and Five Thousand Dollars ($5 000.00) for the Phase II Abatement. Of such amount, Two Thousand Dollars ($2,000.00) of each Application fee is nonrefundable and may be used by the City for the purposes set forth in the Policy. If Company diligently begins or causes to begin construction of the Phase I Real Property Improvements within one (1) year from the date of the Phase I Abatement 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 Phase I Real Property Improvements that is not waived under Section 6.1, and any remaining amounts shall be refunded to Company solely in accordance with the Policy If Company diligently begins or causes to begin construction of the Phase II Real Property Improvements within one (1) year from the date of the Phase II Abatement Application, the remaining Three Thousand Dollars ($3,000.00) of such fee shall be creditable to the benefit of Company Page 21 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corpoiation against any permit, impact, inspection or other lawful fee required by the City in connection with the Phase II Real Property Improvements that is not waived under Section 6.1, and any remaining amounts shall be refunded to Company solely in accordance with the Policy. 7. INSPECTIONS, AUDITS, AND REPORTS AND FILINGS. 7.1. Inspection of Phase I Land, Phase II Land, and Improvements Thereon. 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 Phase I Land, the Phase II Land, and any improvements thereon, including the Phase I Real Property Improvements and the Phase II Real Property Improvements, in order for the City to inspect the Phase I Land and the Phase II Land and to evaluate the Phase I Real Property Improvements and the Phase II Real Property Improvements in order 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 Phase I Land, the Phase II Land, and any improvements thereon. 7.2. 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 Phase I Real Property Improvements, the Phase II Real Property Improvements, and this Agreement in general (collectively, the "Records") at any time during the Term in order to deteiniine compliance with this Agreement and to calculate the correct percentage of the tax abatements available hereunder. All Records shall be made available to the City on the Phase I Land, the Phase II 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. 7.3. Reports and Filings. 7.3.1. Monthly M/WBE Construction Spending Reports. From the date of execution of this Agreement until the Phase II Completion Date, in order to enable the City to assist Company in meeting the Phase I M/WBE Construction Commitment and the Phase II M/WBE Construction Commitment, Company will provide the City with a monthly report in a fouu reasonably acceptable to the City that specifically outlines (i) the then -current aggregate Construction Costs expended by and on behalf of Company with Fort Worth Certified M/WBE Companies for the Phase I Real Property Improvements and (ii) Page 22 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation the then -current aggregate Construction Costs expended by and on behalf of Company with Fort Worth Certified M/WBE Companies for the Phase II Real Property Improvements. 7.3.2. Completion Notices. Once Company believes that the Phase I Completion Date or that the Phase II Completion Date has occurred, Company will provide the City or cause the City to be provided with a report in a four reasonably acceptable to the City that specifically outlines the Construction Costs expended for the Phase I Real Property Improvements or the Phase II Real Property Improvements, as the case may be, 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 Improvements in question (each a "Completion Notice"). A Completion Notice shall also include actual Construction Costs expended for the Improvements in question 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 for the Phase I Real Property Improvements will be reviewed by the City in accordance with Section 4.1.2 of this Agreement, and the Completion Notice for the Phase II Real Property Improvements will be reviewed by the City in accordance with Section 4.2.2 of this Agreement. 7.3.3. 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 Tetra, 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 foul' reasonably acceptable to the City that sets forth (i) the total number of individuals who held Full-time Jobs within the Phase I Real Property Improvements and the Phase II Real Property Improvements; (ii) the total number of individuals residing within the corporate limits of the City who held Full-time Jobs within the Phase I Real Property Improvements and the Phase II Real Property Improvements; and (iii) the total number of individuals residing within the Central City who held Full-time Jobs within the Phase I Real Property Improvements and the Phase II Real Property 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. Page 23 Amendment No. 2 to CSC No. 43174 Tax Abatement Agieement between City of Fort Worth and Alcon Laboratories Holdings Corporation 7.3.4. Annual Supply and Service Spending Report. In order to deteiutine the extent to which the Fort Worth Supply and Service Spending Commitment and the M/WBE Supply and Service Spending Commitment were met in a given year, on or before February 1 following 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. 7.3.5. General. Company shall supply or cause to be supplied any additional infonuation requested by the City that is pertinent to the City s evaluation of compliance with each of the teens and conditions of this Agreement. Failure to provide all information required by this Section 7.3 shall constitute an Event of Default, as defined and more specifically outlined in Section 8. 8. EVENTS OF DEFAULT. 8.1. Effect of Failure to Meet Certain Commitments. The failure to meet the Phase I Fort Worth Construction Commitment; the Phase I M/WBE Construction Commitment, the Phase II Fort Worth Construction Commitment the Phase II 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; or the M/WBE Supply and Service Spending Commitment shall result only in the failure to earn a percentage of the tax abatements that would otherwise have been available hereunder, as set forth in Sections 5.1.2 through 5.1.8 and Sections 5.2.2 through 5.2.8, and shall not constitute an Event of Default, as defined in Section 8.2. 8.2. Defined. Company shall be in default of this Agreement if (i) any of the covenants set forth in any portion of Sections 4.1.1, 4.1.2, 4.1.3 or 4.1.4 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 8.1, Company breaches any of the other terms or conditions of this Agreement (collectively, each an "Event of Default"). Page 24 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 8.3. Notice to Cure. If the City deteuuines 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 4.1.1, 4.1.2, or 4.1.3 of this Agreement, the City will have the right to terminate this Agreement immediately. For any other Event of Default, Company will have ninety (90) calendar days (or such additional time as the City 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. 8.4. 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 8.3 (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 in the Zones and in the vicinity of the Zones; (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 8.5, 8.6 or 8.2 (but only due to the failure of the Phase I Real Property Improvements to be constructed in accordance with Sections 4.1.1 and 4.1.2 of this Agreement or failure of the New Taxable Tangible Personal Property to be installed on the Phase I Land in accordance with Section 4.1.3 of this Agreement), and as authorized by Section 311.205(b)(6) of the Code, Company must 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 8 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 Phase I Land or Phase II 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). Page 25 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 8.5. 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. 8.6. Knowinw Employment 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, of 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 such 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 tax abatements received by Company under this Agreement, if any, plus Simple Interest at a rate of four percent (4%) per annum based on the amount of tax abatements received in each previous year as of December 31 of the tax year for which the tax abatements were 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 the tax abatements received by Company under this Agreement, if any, plus Simple Interest at a rate of four percent (4%) per annum based on the amount of tax abatements received in each previous year as of December 31 of the tax year for which the tax abatements were received. For the purposes of Section 8.6, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of the tax abatements received under this Agreement This rate of interest can be applied each year, but will only apply to the aggregate amount of the tax abatements received under this Agreement and is not applied to interest calculated. For example, if the aggregate amount of tax abatements received under this Agreement is $10,000 and they are 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 8.6 does not apply to convictions of any subsidiary Page 26 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 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 in this Agreement, this Section 8.6 shall survive the expiration or termination of this Agreement. 9. ASSIGNMENT. Company may assign the portion of this Agreement and the benefits provided hereunder that relate to the Phase I Abatement to an Affiliate owner of the Phase I Land as well as the portion of this Agreement and the benefits provided hereunder that relate to the Phase II Abatement to an Affiliate owner of the Phase II Land without the consent of the City Council, 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 terns and conditions of Company under this Agreement. 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 Willis and conditions of Company under this Agreement Any attempted assignment without the City Council's prior consent shall constitute an Event of Default. 10. 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: Company: 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 Alcon Laboratories Holdings Corporation Attn: Keith Bird 6201 South Freeway Fort Worth, TX 76134 Page 27 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 11. 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. 12. 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. 13. 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 perfoimance or to assert any such right on any future occasion. 14. 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. 15. 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. 16. 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. 17. 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 Page 28 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 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. 18. BONDHOLDER RIGHTS. Neither the Phase I Real Property Improvements nor the Phase II Real Property Improvements will be financed by tax increment bonds. This Agreement is subject to the rights of holders of outstanding bonds of the City. 19. CONFLICTS OF INTEREST. The Phase I Land, the Phase I Real Property Improvements, the Phase II Land and the Phase II Real Property Improvements are not 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. 20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. 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. Phis Agreement shall not be amended unless executed in writing by both parties and approved by the City Council. 22. 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 Page 29 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation as of the later date below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO (2) PAGES] Page 30 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation CITY OF FORT WORTH: By: Fernando Costa Assistant City Manager Date: 7/14/14 ATTEST: STATE OF TEXAS § COUNTY OF TARRANT § APPROVED AS TO FORM AND LEGALITY: By: 7e0rAirla+ Peter Vaky Deputy City Attorney M&C: C-26655 01/28/14 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 •--€,Cde/t , 2014. Notary Public in and for the State of Texas cftlOcw Notary's Printed Name OF OFFICE this day of •• ,,,,1',,, $J lean EVONIA DANIELS Notary Public, State of Texas My Commission Expires July 10, 2017 a Page 31 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ALCON LABORATORIES HOLDINGS CORPORATION, a Delaware corporation: By: Date: ATTEST: B y: Na e: John /'s, e 4r3 c� Tite: CFO c• 0 1 • ,/,02 3 ° 3" STATE OF k(%.cm § COUNTY \ACI(C)\., BEFORE ME, the undersigned authoritY�, on this day personally appeared��a�e (Title) OS \---n of ALCON LABORATORIES HOLDING COMPANY, 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 his act and that s/he executed the same as the act of ALCON LABORATORIES HOLDING COMPANY for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this r\e_, , 2014. I I n Pr, Public in and for the State of e\--2.YaS cx\ \AO Cs CkA Notary's Printed Name CHERI MORGAN NOTARY PUBUC STATE OF TEXAS My Comm. Exp. 09-18-2014 a Page 32 Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratories Holdings Corporation 01) 3 day of EXHIBITS "A" — Description and Depiction of the Phase I Land "B" — Description of the Phase I Real Property Improvements "C" — Description and Depiction of the Phase II Land "D" — Description of the Phase II Real Property Improvements "E" — Map of Central City Amendment No. 2 to CSC No. 43174 Tax Abatement Agreement between City of Fort Worth and Alcon Laboratones Holdings Corporation sic-71 ROCKDALE WILL, ROGER; � N • ALBERTSONS;--- • 41' 1wfr ,. it • • �!PARKING�LOT�I��' U T 01 je .... 00i !AI , ice^?Q,�, , . s d +r% • ,.n1i' l•Ice { �i i• •• I f 1'y] M 11 Y•' I/ I•• • LEGAL DESCRIPTION OF THE LAND PHASE I 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: 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 Page 1 of 6 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 Winch 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 N00°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 1/2-inch capped iron rod (stamped "SRA 3225") set for a corner; Thence N00°08'55"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 S00°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. 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. Page 2 of 6 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 - 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 N00°08'25"W and 386.25' along N00°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 To the east, 493.98' along S00°36'S8"E and 380.10' along S00°36'57"E To the south, 843.28' along 588°29'25"W and 669.11' along S88°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: Page 3 of 6 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. 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. Page 4 of 6 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 1/2" 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. 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 Page 5 of 6 the deed recorded in Volume 6891, Page 938 of the Deed Records of Tarrant County, Texas. Said 11.21 acres o f 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 lying 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 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 o f 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 e asements 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 o ne 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 6 of 6 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 LEGAL DESCRIPTION OF THE LAND PHASE II EXHIBIT C 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 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 DESCRIPTION OF THE REQUIRED IMPROVEMENTS EXHIBIT D ALCON FACILITY IMPROVEMENTS Alcon South Campus - West (Plat Cabinet A, Slide 1474; Lot E, Block 2) Tenant improvement construction on Alcon's south campus includes construction of a 35,000 SF global data center located at the Alcon campus at 6551 South Freeway. Scope of the Construction Work • 1— Sitework: Earthwork, Underground Utilities, Detention Pond, Site Paving • 2 — Building Foundation: Drilled Piers Grade Beams, Slab • 3 — Underground MEP: Electrical Duct Banks, Communication Duct Banks, Fiber Loop • 4 — Building Structure: Tilt Wall Panels, Structural Steel, Roofing • 5 — Overhead MEP: CRAC Units, Condensers, HVAC Ductwork, Lighting • 6 Technical Floor: Access Flooring, Acoustical ceiling, Power Distribution, IT Racks/Cabling • 7 — Equipment Installation: UPS, Switchgear, Generators, Vista Switches, Transformers • 8 — Office Finish Out: Carpet, Paint, Acoustical Ceilings, Drywall, Millwork, Finishes • 9 — Commissioning: Factory Witness Testing, Startup, Functional Testing, Integrated System Testing • 10—Substation: Switchgear Installation, Underground Electrical Service • 11 Site Finishes: Landscaping, Irrigation, Canopy, Trellis, Hardscape 761 Legend CD Zip Codes ® Central City Boundary CDBG Eligible Area CD City Limit Y 76241 itibt r 76248 76182 (776148 v7637 180 76028 5 FORT WORTH •-em-"%ibigr Housing and Economic Development -Th‘ Exhibit "E 7605 76016 •�51 76092 6051 7604 �s— 7603qi 76021 76012 760101 76015 76017 76018. 76001 76002 7§063 Updated 06/27/2014 CDBG Eligible Areas & Central City it r,f F s V. FORT!YORTH COUNCIL ACTION: Approved on 1/28/2014 DATE: 1/28/2014 REFERENCE NO.: C-26655 LOG NAME: 17ALCONAMEND2 NON- PUBLIC CODE C TYPE: CONSENT HEARING: NO SUBJECT: Authorize Execution of Amendment No. 2 to the Tax Abatement Agreement City Secretary Contract No. 43174, with Alcon Laboratories Holding Corporation, to Include Phase II Development Consisting of a Global Data Center (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council authorize the execution of Amendment No. 2 to the Tax Abatement Agreement City Secretary Contract No. 43174, with Alcon Laboratories Holding Corporation, in order to add a Phase II development component consisting of a Global Data Center with an estimated investment amount of $30,000,000.00 in real property improvements and $4,700,000.00 in business personal property costs DISCUSSION: The City currently has a Tax Abatement Agreement with Alcon Laboratories Holding Corporation (Alcon) (City Secretary Contract No. 43174, as amended by City Secretary Contract No. 43174-Al, M&C C-25263 and M&C G-17526) for the expansion and renovation of Alcon's corporate campus located at 6201 South Freeway and 6801 Will Rogers Boulevard The Agreement provides for a 10 year tax abatement on up to 80 percent of the City's taxes on the incremental value of real and business personal property investment for the establishment of a finance service center for Alcon's North American operations, with a minimum investment in the amount of $11,000,000.00 in real and business personal property by December 31 2013. In a continued effort to integrate its U.S. subsidiaries and streamline operations, Alcon is proposing the construction on a new Global Data Center on the Fort Worth corporate campus. The proposed Fort Worth location is just one of several alternatives that Alcon is considering for the data center, which will have an estimated investment of approximately $34,700,000.00 ($30,000,000 00 real property and $4,700,000.00 in new business personal property). In accordance with the City's Tax Abatement Policy the current Agreement caps the amount of investment by Alcon that is subject to the tax abatement at 150 percent of the combined $11,000.000.00 investment commitment. In other words, under the current Agreement Alcon must pay full taxes on any increase in value of the real property over the amount of $4,500 000 00 and on any increase in value of business personal property over the amount of $12,000 000 00. In order to facilitate the selection of Fort Worth as the proposed site Staff recommends amending the existing Tax Abatement Agreement to include a Phase II investment component encompassing the data center investment with a completion deadline of December 31, 2015, and to increase the abatement cap to 150 percent of the minimum investment amounts for both phases. In addition, as with the first phase of this project Alcon will be required to expend at least 30 percent of all construction costs for the Phase II improvements with Fort Worth companies and 25 percent of all construction costs for the Phase II improvements with Fort Worth certified M/WBE companies. If Alcon fails to complete the Phase II component by December 31, 2015, Alcon s Tax Abatement for Phase I will continue in effect, but the property values subject to abatement will be reduced to the original level of 150 percent of the amount of $11 000,000.00. All other provisions of the Agreement ay ill remain unchanged. The proposed project is located in COUNCIL DISTRICT 8, Mapsco 91X. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriations of City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for Citv Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS Alcon Campus Reference Map.pdf Fernando Costa (6122) Jesus Chapa (5804) Robert Sturns (212-2663) Ana Alvarado (212-2680)