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HomeMy WebLinkAbout064946 - Construction-Related - Contract - Alcon Research, Inc.cc CSC No. 64946 EXECUTION VERSION (260224) ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This Economic Development Program Agreement ("Agreement") is entered into by and between the City of Fort Worth, a Texas home -rule municipal corporation ("City") and Alcon Research, LLC, a Texas limited liability company ("Company"). RECITALS A. Company is an ophthalmology manufacturing company relocating manufacturing facilities for two of its product lines, viscoelastic surgical devices ("Surgical Line Project") and unit dose vision care pharmaceutical products ("Pharma Line Project"), from Europe to its Fort Worth location at 6201 S. Freeway ("Project Site"). B. For the Pharma Line Project, the Company, at a minimum, commits to (i) expend, or cause to be expended, at least $85,000,000 in real property improvements, equipment, business personal property, and related expenditures at the Project Site ($25,000,000 in Construction Costs for Real Property Improvements and $60,000,000 in installed or located Taxable Business Personal Property; collectively "Pharma Line Project Required Improvements") and (ii) create, or cause to be created, 84 New Jobs with an average salary of $75,000 ("Pharma Line Project Employment/Salary Commitments"). Together, the Pharma Line Required Improvements and Pharma Line Employment/Salary Commitments are referred to as "Pharma Line Project Total Commitments." C. In exchange for Company timely fulfilling only its Pharma Line Project Total Commitments, City will provide Company with annual grants, for up to seven (7) years ("Grant Period") based on fifty percent (50%) of the incremental City maintenance and operations property taxes on Pharma Line Project Required Improvements ("Pharma Line Project 380 Grants"). The total amount of Pharma Line Project 380 Grants payable over the Term for the completion of the Pharma Line Project Total Commitments shall not exceed $2,000,000. D. For the Surgical Line Project ("Surgical Line Project"), the Company, at a minimum, commits to (i) expend, or cause to be expended, at least $101,000,000 in real property improvements, equipment, business personal property, and related expenditures at the Project Site ($43,000,000 in Construction Costs for Real Property Improvements and $58,000,000 in installed or located Taxable Business Personal Property; collectively "Surgical Line Project Required Improvements") and (ii) create, or cause to be created, 157 New Jobs with an average salary of $75,000 ("Surgical Line Project Employment/Salary Commitments"). Together, the Pharma Line Project Required Improvements and Surgical Line Project Employment/Salary Commitments are referred to as "Surgical Line Project Total Commitments." E. In exchange for Company timely fulfilling only its Surgical Line Project Total Commitments, City will provide Company with annual grants, for up to seven (7) years ("Grant Period") based on sixty percent (60%) of the incremental City maintenance and operations property taxes on the Surgical Line Project Required Improvements ("Surgical Line Project 380 Grants"). The total amount of Surgical Line Project 380 Grants payable over the Term for the completion of the Surgical Line Project Total Commitments shall not exceed $2,000,000. F. In exchange for Company timely completing both its Surgical Line Project Total Commitments and Pharma Line Project Total Commitments, City, City will provide Company with OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXECUTION VERSION (260224) annual grants, for up to seven (7) years ("Grant Period") based on seventy percent (70%) of the incremental City maintenance and operations property taxes on both the Surgical Line Project Required Improvements and Pharma Line Project Required Improvements ("Combined Lines Project 380 Grants"). The total amount of Combined Lines Project 380 Grants payable over the Term for the completion of both the Surgical Line Project Total Commitments and Pharma Line Project Total Commitments shall not exceed $6,000,000. G. The Company's commitments described herein will benefit the City by leading to increased employment in a target industry. H. As recommended by the City's 2023 Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 26050-03-2023 ("Comprehensive Plan"), and in accordance with the City of Fort Worth's Economic Development Program Policy ("Policy"), the City has established an economic development program pursuant to which the City will, on a case -by -case basis, offer economic incentives authorized by Chapter 380 of the Texas Local Government Code that include monetary loans and grants of public money, as well as the provision of personnel and services of the City, to businesses and entities that the City Council determines will promote state or local economic development and stimulate business and commercial activity in the City in return for verifiable commitments from such businesses or entities to cause specific employment and other public benefits to be made or invested in the City ("380 Program"). I. The City Council has determined that the feasibility of the Company's proposed commitments described herein are contingent on Company's receipt of the Grants. J. The City Council has determined that the Company's proposed commitments described herein will benefit and stimulate the local economy and that the 380 Program is an appropriate means to achieve these projects. K. In addition, the City Council has determined that, by entering into this Agreement, the potential economic benefits that will accrue to the City are consistent with the City's economic development objectives, as outlined in the Comprehensive Plan. L. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree 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 other terms defined in the body of this Agreement, the following terms will have the definitions ascribed to them as follows: a. Affiliate means a Person which the Company controls or which is controlled or under common control with the Company. For purposes of this definition, "control," "controlled," or "controlling" means, in the case of a corporation, direct or indirect EXECUTION VERSION (260224) ownership of more than 50% of the interest entitled to a vote for a majority of the Board of Directors or equivalent body or, in the case of all other Persons, direct or indirect ownership of the right to receive more than 50% of the profits thereof. b. Construction Costs means the aggregate of Hard Construction Costs and the following costs directly expended for real property improvements: engineering fees; architectural and design fees; costs of third -party consultants, including attorneys and environmental consultants; zoning fees; insurance and taxes directly related to the construction; and financing costs, including capitalized interest and furniture, fixtures, and equipment. Property acquisition costs for the Project Site do not constitute "Construction Costs." C. Director means the director of the City's Economic Development Department or that person's authorized designee. d. First Operating Year means the first full calendar year following the year in which the either the Surgical Line Project Total Commitments or Pharma Line Project Total Commitments were timely completed. e. Full -Time Job means a job provided to one (1) individual by Company, or staffing agency of Company, for at least forty (40) hours per week. f. Grant means the seven (7) economic development grants paid by the City to Company in accordance with this Agreement and as part of the 380 Program. g. Hard Construction Costs means the aggregate of the following costs expended by Company for real property improvements: actual site development and construction costs, contractor fees, and the costs of supplies and materials, but does not include land acquisition costs paid by Company for the Project Site. h. New Job means a Job that was not in existence before, and the individual was hired after, the Effective Date. i. Person means any natural person, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, joint venture, joint stock company, trust, unincorporated association, enterprise, or any other form of business or legal association or entity. j. Salary means a cash payment or remuneration made by Company to an individual for services rendered as an employee to Company, including any paid time off, commissions, bonuses, or equity paid in accordance with Company's published bonus plan, but does not include the value of any benefits provided to an employee or any reimbursements for actual and necessary expenses incurred by the employee in the course and scope of the employee's job duties. k. Small Business Firms ("SBFs") has the meaning assigned to it in City's Ordinance No. 27832-08-2025. A business entity that is located in Tarrant, Wise, Johnson, Parker or Denton County and that holds certification as a small business from an organization approved by the City Manager. EXECUTION VERSION (260224) I. Taxable Business Personal Property means property that can be owned and is not permanently attached to the land or building which would include, but not limited to, furniture, fixtures, equipment and machinery, computers, inventory held for sale or rental, raw materials, finished goods, and work in process that is used in a business or used to produce income. 3. Term. This Agreement will be effective as of the date this Agreement is signed by an Assistant City Manager of the City and unless terminated earlier pursuant to and in accordance with this Agreement, will expire ten years after the end of the year in which the Project has been completed ("Term"). 4. Company Obligations and Commitments. a. Use of Project Site. From the Completion Date until expiration of the Term of this Agreement, Company must use the Project Site for its operations existing as of the Effective Date and for either, or both, the Surgical Line Project and Pharma Line Project and related operations ("Intended Use"). b. Required Improvements — Real Property Improvements ("RPI") and Construction Spending Commitment for SBFs. i. Pharma Line Project RPI. By December 31, 2028, Company must expend, or cause to be expended, (a) at least $25,000,000 in Construction Costs on the RPI for the Pharma Line Project ("Pharma Line Project RPI') and (b) at least fifteen percent (15%) of Constructions Costs for the Pharma Line Project with SBFs. ii. Surgical Line Project RPI. By December 31, 2028, Company must expend, or cause to be expended, (a) at least $43,000,000 in Construction Costs on the RPI on the Surgical Line Project ("Surgical Line Project RPI') and (b) at least fifteen percent (15%) of Construction Costs for the Surgical Line Project with SBFs. C. Reauired Improvements —Taxable Business Personal Property ("TBBP" i. Pharma Line Project TBBP. By January 1, 2029, Company must install, or cause to be located, at least $60,000,000 of TBBP for the Pharma Line Project ("Pharma Line Project TBBP"). ii. Surgical Line Project TBBP. By January 1, 2029, Company must install, or cause to be located, at least $58,000,000 of TBBP for the Surgical Line Project ("Surgical Line Project TBBP"). d. Emplovment/Salary Commitment. i. Employment/Salary Commitment — Pharma Line Project. On or before December 31 of the First Operating Year, Company, for the Pharma Line Project, must provide, and maintain throughout the Term of the Agreement, a EXECUTION VERSION (260224) minimum of 84 New Jobs, with an average annual salary of $75,000 ("Pharma Line Project Employment/Salary Commitments"). ii. Employment Commitment — Surgical Line Project. On or before December 31 of the First Operating Year, Company must provide, for the Surgical Line Project, and maintain throughout the Term of the Agreement, a minimum of 157 New Jobs, with an average annual salary of $75,000 ("Surgical Line Project Employment/Salary Commitments"). iii. Determination each year of compliance with the employment commitments will be based on the employment data provided to the City pursuant to this Agreement for the year under evaluation. iv. Company will also be subject to a requirement to demonstrate hiring practices that prioritize the recruitment and employment of Fort Worth residents. Company must demonstrate at least thirty percent (30%) of Full -Time Jobs for the Project Site are held by Fort Worth residents. V. Should Company report or present plans to the City, make public announcements, or otherwise be found to have taken other action to substantially increase employment levels at the Project Site ("substantially increase" being defined in this instance as an anticipated increase in employment of 10% or more in any individual year or of 20% or more over any consecutive five-year period), Company will work in good faith with City staff to prepare a strategy for ensuring that the average annualized salary of those jobs are at or above $75,000 and, where not, Company will pursue good faith efforts to recruit to those positions individuals who reside in U.S. Census Tracts located within the corporate boundaries of Fort Worth wherein the Median Household Income (as reported by the U.S. Census Bureau in the most recently available American Community Survey) is twenty percent (20%) below the annual salary of the respective position. vi. Should Company report or present plans to the City, make public announcements, or otherwise be found to have taken other action to substantially decrease employment levels at the Project Site ("substantially decrease" being defined in this instance as an anticipated decrease in employment of 10% or more in any individual year or of 20% or more over any consecutive five-year period), Company will work in good faith with City staff to prepare a strategy for mitigating the impact to the community of such an event and for restoring near- and long- term growth in employment at sites. vii. All Full-time Jobs required at Project Site for either or both the Surgical Line Project and Pharma Line Project are in addition to, and will complement, Company's existing Full-time Jobs that are located within the City's municipal boundaries ("Existing Fort Worth Operations"). If Company reduces employment at its Existing Fort Worth Operations below 3,188 Full -Time Jobs, the grant to be awarded to Company in that year will be reduced proportional to the reduction in Full-time Jobs at that location. Continued failure by Company to meet this requirement will result in forfeitures of the annual Chapter 380 grant for each remaining year of the Term. Any closure of the Existing Fort Worth Operations and any relocation of the Existing Fort Worth Operations to any location outside of the EXECUTION VERSION (260224) municipal boundaries of the City will result in a default for which City may terminate the Agreement. e. New Jobs Average Annual Salary. The New Jobs Average Annual Salary, measured on a calendar year basis, of New Jobs must equal at least $75,000 for the Term of the Agreement. Reports. i. Quarterly Reports — Construction Costs. From the Effective Date through December 31, 2028, Company must provide the Director with a calendar - year, quarterly report in the format sent forth in Quarterly Construction Report attached as Exhibit "A"that specifically outlines separately by Surgical Line Project and Pharma Line Project the then -current aggregate Construction Costs expended for the RPI. These reports will be due on as follows (if the due date falls on a holiday or weekend, then the due date will be the next business day): 1. First Quarter (Jan. through Mar.) report — April 7. 2. Second Quarter (Apr. through Jun.) report — July 7. 3. Third Quarter (Jul. through Sep.) report — Oct. 7. 4. Fourth Quarter (Oct. through Dec.) report — Jan. 7. ii. Final Report — Construction Costs. 1. Surgical Line Project. No later than January 31, 2029, in order for the City to assess whether the Construction Costs for the Surgical Line Project RPI have been met, Company must provide the Director with a report, in a format substantially similar to the Quarterly Construction Report, that specifically outlines the total Construction Costs expended or caused to be expended for the Construction Costs for the Surgical Line Project RPI together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the general contractor for the Surgical Line Project RPI. 2. Pharma Line Project. No later than January 31, 2029, in order for the City to assess whether the Construction Costs for the Pharma Line Project RPI have been met, Company must provide the Director with a report, in a format substantially similar to the Quarterly Construction Report, that specifically outlines the total Construction Costs expended or caused to be expended for the Construction Costs for the Pharma Line Project RPI together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the general contractor for the Pharma Line Project RPI. iii. Quarterly Reports - Taxable Business Personal Property. From the Effective Date until January 1, 2029, Company must provide the Director with a calendar -year, quarterly report in a form reasonably acceptable to the Director, that specifically outlines the then -current aggregate TBPP, and the value of each item installed, or cause to be located, for the Surgical Line Project and the Pharma Line EXECUTION VERSION (260224) Project. These reports will be due on as follows (if the due date falls on a holiday or weekend, then the due date will be the next business day): 1. First Quarter (Jan. through Mar.) report — April 7. 2. Second Quarter (Apr. through Jun.) report — July 7. 3. Third Quarter (Jul. through Sep.) report — Oct. 7. 4. Fourth Quarter (Oct. through Dec.) report — Jan. 7. iv. Final Reports — Taxable Business Personal Property. 1. Surgical Line Project. No later than January 31, 2029, in order for the City to assess whether the aggregate TBBP to be installed, or cause to be located, at the Project Site for Surgical Line Project has been met, Company must provide a report, in a form reasonably acceptable to the Director, that specifically outlines all TBBP, and the value of each item installed, or cause to be located, at the Project Site for the Surgical Line Project. 2. Pharma Line Project. No later than January 31, 2029, in order for the City to assess whether the aggregate TBBP to be installed, or cause to be located, at the Project Site for the Pharma Line Project has been met, Company must provide a report in a form reasonably acceptable to the Director that specifically outlines all TBBP, and the value of each item installed, or cause to be located, at the Project Site for the Pharma Line Project. V. Annual Employment and Salary Report. 1. Surgical Line Proiect: On or before February 1 following the First Operating Year and by March 31 of each year thereafter, in order for the City to assess the degree to which the Surgical Line Project Employment/Salary Commitment for the previous calendar year was met, as well as to verify the New Jobs Average Annual Salary and Surgical Line Project Employment/Salary Commitment annual salary, Company must provide the Director with a report, in a form reasonably acceptable to the Director, that sets forth the total number of individuals, and their individual salaries, who held New Jobs at the Surgical Line Project, as well as the Salary of each of the New Jobs, all as of December 31 (or such other date requested by Company and reasonably acceptable to the Director) of the previous calendar year, together with reasonable supporting documentation. Reports shall be redacted to remove confidential employee information. 2. Pharma Line Proiect: On or before February 1 following the First Operating Year and by March 31 of each year thereafter, in order for the City to assess the degree to which the Pharma Line Project Employment/Salary Commitment for the previous calendar year was met, as well as to verify the New Jobs Average Annual Salary and Pharma Line Project Employment/Salary Commitment annual salary, Company must provide the Director with a report, in a form reasonably acceptable to the Director, that sets forth the total number of individuals, and their individual EXECUTION VERSION (260224) salaries, who held New Jobs at the Pharma Line Project, as well as the Salary of each of the New Jobs, all as of December 31 (or such other date requested by Company and reasonably acceptable to the Director) of the previous calendar year, together with reasonable supporting documentation. Reports shall be redacted to remove confidential employee information. vi. Contact Person and Additional Information. Company agrees to provide the City, no later than ninety (90) days after the Effective Date, with (i) a contact person (including name, business email, and mobile telephone numbers) that will have detailed knowledge of, information about, and be able to facilitate communications and performance under this Agreement (ii) any additional information that the Director may reasonably require to ascertain Company's compliance with this Agreement and to assist the City in properly calculating grants payable in accordance with this Agreement. vii. Additional Reporting. Company shall submit the following information to the City: a. Plan to utilize SBFs. This is to be reported to City no later than ninety (90) calendar days after the Effective Date. b. Quarterly reports on SBF utilization throughout the construction of Real Property Improvements. Beginning ninety (90) days after the issuance of the first permit for the construction of the earlier of either Pharma Line Project or the Surgical Line Project and continuing every ninety (90) days thereafter until the completion of the latter of either project, Company is to provide written reports to the City on SBF utilization throughout the construction of the RPI in the format provided by the City. g. Inspections of Project Site. Upon written request by the City, at any time during Company's normal business hours throughout the Term and within ten (10) business days of the City's written request, the Company will allow the City to inspect and evaluate the Project Site, and any improvements thereon, and Company must provide full access to the same, in order for the City to monitor compliance with the terms and conditions of this Agreement. Company will cooperate fully with the City during any such inspection and evaluation. Notwithstanding the foregoing, Company will have the right to require that any representative of the City be escorted by a representative or security personnel of Company during any such inspection and evaluation, and Company may restrict access to any sensitive facilities or operations and to protect the confidentiality of trade secrets. h. Audits. Upon the City's written request, the Company will allow the City throughout the Term to audit the financial, employment, and business records of Company or any Affiliate that directly relate to both the Surgical Line Project commitments and Pharma Line Project commitments (collectively "Records"). Company must make all Records available to the City at the Project Site or at another location in the City within ten (10) business days of the City's written request. The Company shall be permitted to redact information from any Records that is not directly related to such commitments.. This section will survive the expiration or early termination of this Agreement. EXECUTION VERSION (260224) i. Medical Innovation District. Company will support City's efforts to develop and promote Fort Worth's bioscience industry and the Fort Worth Medical Innovation District ("MID") by the following: i. Company will participate in the governance of the MID by (a) designating a Company representative to serve, if requested by City, on a MID - focused steering committee or advisory board and (b) contributing one-time funding in the amount of $100,000.00 in the first operating year (the "MID Supporting Funds") to a duly formed non-profit established in whole or in part by the City for the purposes of providing governance, promotional, and administrative support to the MID (the "MID Non -Profit"), with the understanding that such funding may entitle Company to certain rights and privileges, such as board representation, with respect to the MID Non -Profit. If Company has not delivered to the MID Non -Profit (either directly or via payment to City), the MID Support Funds will be deducted from the value of a one-time grant payable by City under the Agreement. ii. Company will provide reasonable support to City efforts (or those of a designated Fort Worth economic development organization) to promote, communicate, or otherwise market the value and impact of the Surgical Line Project and Pharmaceutical Line Project or bioscience industry, including by providing reasonable access to Company facilities for the purposes of photographing marketing collateral, with the understanding that City will be required to coordinate such activities with Company and that Company shall have the right to restrict access to or photography of any sensitive facilities or operations and to protect the confidentiality of trade secrets. Company may likewise offer photographic materials or video in digital format to City for the above purposes, including as an alternative to on -site access by City to produce such materials. 5. Grants. a. Number of Available Annual Grants. The number of annual Grants available to Company under this Agreement is seven (7) regardless of whether one or both phases have been timely completed. b. Sur-gical Line Proiect 380 Grant. Following the Company timely achieving only the Surgical Line Project Total Commitments in accordance with Section 4, the City, following the end of the First Operating Year and continuing annually thereafter for the Grant Period, will provide a Surgical Line Project 1 380 Grant based on fifty percent (50%) of the incremental City maintenance and operations property taxes on Surgical Line Project Required Improvements ("Surgical Line Project 380 Grant"). The total amount of Surgical Line Project 380 Grants payable over the Term for timely achieving the Surgical Line Project Total Commitments shall not exceed $2,000,000. The City will continue to fund the Surgical Line Project 380 Grant during the Grant Period provided Company maintains its Surgical Line Project Employment/Salary Commitment. The Surgical Line Project 380 Grant will be paid by the City on or before June 1 of the second operating year and on or before June of each subsequent operating year as may be applicable under this Agreement for the Grant Period. EXECUTION VERSION (260224) C. Pharma Line Project 380 Grant. Following the Company timely achieving only the Pharma Line Project Total Commitments in accordance with Section 4, the City, following the end of the First Operating Year and continuing annually thereafter for the Grant Period, will provide a Pharma Line Project 1 380 Grant based on sixty percent (60%) of the incremental City maintenance and operations property taxes on Pharma Line Project Required Improvements ("Pharma Line Project 380 Grant"). The total amount of Pharma Line Project 380 Grants payable over the Term for timely achieving the Pharma Line Project Total Commitments shall not exceed $2,000,000. The City will continue to fund the Pharma Line Project 380 Grant during the Grant Period provided Company maintains its Pharma Line Project Employment/Salary Commitment. The Pharma Line Project 380 Grant will be paid by the City on or before June 1 of the second operating year and on or before June of each subsequent operating year as may be applicable under this Agreement for the Grant Period. d. Combined Lines 380 Grant. Following the Company timely achieving of the Surgical Line Project Total Commitments and the Pharma Line Project Total Commitments in accordance with Section 4, following the end of the First Operating Year and continuing annually thereafter for the Grant Period, will provide a Combined Lines 380 Grant based on seventy percent (70%) of the incremental City maintenance and operations property taxes on both Surgical Line Project Required Improvements and the Pharma Line Project Required Improvements ("Combined Lines 380 Grant"). The total amount of Combined Lines 380 Grants payable over the Term for timely achieving both the Surgical Line Project Total Commitments and Pharma Line Project Total Commitments shall not exceed $6,000,000. The City will continue to fund the Combined Lines 380 Grant during the Grant Period provided Company maintains both its Surgical Line Project Employment/Salary Commitment and the Pharma Line Project Employment/Salary Commitment. The Combined Lines 380 Grant will be paid by the City on or before June 1 of the second operating year and on or before June of each subsequent operating year as may be applicable under this Agreement for the Grant Period. e. Appraisal District Values Control. For purposes of calculating the grants, the value of Surgical Line Project Required Improvements and the Pharma Line Project Required Improvements will be determined solely by Tarrant Appraisal District or the appraisal district having jurisdiction over the Project Site at the time and as reflected in the certified appraisal roll received by the City for the year in question. Source of Grant Funds. i. It is understood and agreed that all Grants paid pursuant to this Agreement will come from currently available general revenues of the City and not directly from ad valorem taxes on the Project Site or improvements thereon that are received by the City. ii. Company understands and agrees that any revenues of the City other than those dedicated for payment of a given annual Grant pursuant to and in accordance with this Agreement may be used by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home -rule municipality and will not serve as the basis for calculating the amount of any future Grant or other obligation to Company. EXECUTION VERSION (260224) iii. Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Company of such occurrence, and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 6. Default Termination and Failure by Company to Meet Obligations and Commitments. a. Failure of Company to Meet Required Project Improvements. Notwithstanding anything to the contrary, the City will have the right to terminate this Agreement upon provision of written notice to Company, without further obligation to Company hereunder, if it fails to complete the Required Project Improvements set forth in Section 4. Upon written notice, Company will have ninety (90) days to cure, or otherwise remedy the default, as applicable, or this Agreement will be terminated. Should Company notify City in writing before 180 days that it intends to only proceed with only one project site, then this section shall only apply to the project that is be constructed. b. Failure to Meet Employment/Salary Commitments. If the Company does not meet the Employment/Salary Commitments for either the Surgical Line Project, Pharma Line Project, or both, as the case may be, in any given year, such failure will not constitute an event of default hereunder or provide the City with the right to terminate this Agreement, but, rather, will result in the Company not receiving the Grant for that year. Should Company notify City in writing before 180 days that it intends to only proceed with only one project site, then this section shall only apply to the project site that is be constructed. C. Failure to Meet SBF Construction Commitment; Waiver Available. If the Company does not meet the SBF Construction Commitment but has otherwise met the applicable RPI Commitments, such event will not constitute an Event of Default hereunder or provide the City with the right to terminate this Agreement, but, rather, will only cause the applicable Grant available pursuant to this Agreement to be reduced by ten percent (10%) each year for the Term. i. Waiver Authority. Notwithstanding anything to the contrary in this Agreement, the City may, in its sole discretion, waive the ten percent (10%) reduction to the applicable Grant that would otherwise result from the Company's noncompliance with the SBF Construction Commitment, if the Company demonstrates to the City's satisfaction, through documentation sufficient to the City, that despite the Company's Best Efforts (defined below) it was unable to comply with the SBF Construction Commitment. ii. Best Efforts Standard. For purposes of this Section 6.c, "Best Efforts" means diligent, proactive, and sustained efforts by the Company, consistent with a prudent developer in similar circumstances and of similar size and resources, to achieve the SBF Construction Commitment. In addition to the delivery of a plan to utilize SBFs as provided for under Section 4.f.vii. b., a demonstration of Best Efforts by Company shall include documentation sufficient to the City of: (a) early planning and outreach through the timely identification of SBF participation opportunities; (b) advanced outreach to SBFs; (c) advertising of EXECUTION VERSION (260224) subcontract opportunities through customary industry channels and any City - designated platforms; (d) direct solicitation of qualified SBFs; and (e) ongoing efforts throughout the construction phases of the RPI to identify additional or replacement SBF opportunities if initial efforts do not achieve the SBF Construction Commitment, iii. Sufficient Documentation. "Documentation sufficient to the City" shall consist of clear, complete, and verifiable written materials demonstrating compliance with the Best Efforts standard. iv. Waiver Request Procedure. To request a waiver under this Section, the Company shall comply with the following: a. Submission of Written Waiver. Company must submit a written waiver request to the City at least thirty (30) days prior to the submission of the Final Construction Report; or within at least ten (10) days of the date Company determines it cannot meet the SBF Construction Commitment, whichever occurs first. b. Submission. Company must deliver the waiver request, together with all Documentation described in Section 7.3.2., to the Director at the address and in the manner specified in the Notice provision of this Agreement. C. Form and Content. Any waiver request must include: (a) a summary narrative of efforts undertaken; (b) identification of the shortfall relative to the SBF Construction Commitment; (c) an explanation of the specific impediments encountered; and (d) a statement of any partial SBF participation achieved. V. City Review and Determination. The City will provide a written determination within forty-five (45) days after receiving a compliant waiver request. In determining whether to grant a waiver, the City will consider whether the Company's actions meet the Best Efforts standard and any RPI-specific constraints and market conditions. Subject to City's review and determination as described above, City may: (a) grant the waiver in whole or in part, including a proportional reduction of the ten percent (10%) penalty; or (b) deny the waiver. The City's determination shall be final under this Agreement, subject to any dispute resolution procedures expressly provided herein. The City may condition any waiver on reasonable remedial measures, including implementation of an SBF participation improvement plan for future phases of the RPI, provided such conditions are consistent with applicable law, policies, regulations, and this Agreement. vi. Reservation of Riqhts. Nothing in this Section obligates the City to grant a waiver. Absent a written waiver issued by the City pursuant to this Section, the ten percent (10%) reduction to the applicable Grant shall apply in accordance with this Agreement. d. Failure to Use Project Site for Its Intended Use. If the Company fails to use the Project Site for its Intended Use for more than thirty (30) consecutive calendar days at EXECUTION VERSION (260224) any time during the Term of this Agreement for any reason (other than on account of Company's temporary displacement caused by a casualty to such location and resulting ongoing repairs or restoration to that location necessitated by such casualty), Company will be in default under this Agreement and the City will have the right to terminate this Agreement following provision of notice and opportunity to cure in accordance with this Agreement. e. Creditor Action Against Project Site. Subject to Section 12, the City will have the right to terminate this Agreement immediately upon provision of written notice to Company of any of the following events: (i) the conveyance of the Project Site, or any part thereof, or any of the TBPP pursuant to an action to foreclose, deed in lieu of foreclosure, other agreement whereby title to any of the foregoing is conveyed to a third party, or otherwise enforce a lien, mortgage, deed of trust, security agreement, or any other agreement; (ii) the involuntary conveyance to a third party of the Project Site, or any part thereof, or any of the TBPP; (iii) execution of any assignment of the Project Site, or any part thereof, or any of the TBPP; (iv) appointment of a trustee or receiver for the Project Site, or any part thereof, or any of the TBPP and such appointment is not terminated within one hundred twenty (120) calendar days after the appointment occurs. f. Failure to Submit Reports. If Company fails to submit any report required by and in accordance with this Agreement, the City's obligation to pay any Grants at the time, if any, will be suspended until Company has provided all required reports; provided, however, that if any report required hereunder is delinquent by more than one (1) year, the City will have the right to terminate this Agreement following provision of notice in accordance with Section 10 and opportunity to cure in accordance with Section 7.e. g. General Breach. Unless stated elsewhere in this Agreement, Company will be in default under this Agreement if Company breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the City referencing this Agreement (or, if Company has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the City will have the right to terminate this Agreement immediately by providing written notice to Company. Knowinq Employment of Undocumented Workers. i. Company acknowledges that the City is required to comply with Chapter 2264, Texas Government Code, which relates to restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Company, or any branch, division, or department of Company, is convicted of a violation under 8 U.S.C. Section 1324a(o (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens): 1. if such conviction occurs during the Term of this Agreement, this Agreement will terminate contemporaneously upon such EXECUTION VERSION (260224) conviction (subject to any appellate rights that may lawfully be available to and exercised by Company), and Company must repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of the Grants received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum; or 2. if such conviction occurs after expiration or termination of this Agreement based on conduct that occurred during the term of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company must repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of the Grants received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum. ii. For the purposes of this section, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Jobs Grants paid hereunder. This rate of interest can be applied each year but will only apply to the aggregate amount of Grants paid hereunder and is not applied to interest calculated. For example, if the aggregate amount of the Grants paid hereunder is $10,000 and such amount is required to be paid back with four percent (4%) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.04)], which is $12,000. This section does not apply to convictions of any subsidiary or affiliate entity of Company, by any franchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this section will survive the expiration or termination of this Agreement. 7. Administrative Extension of Required Improvements Completion Dates. The City, in its sole discretion, with no further action of its Council, and through action in writing from its City Manager, or designee, has the right, but not the obligation, to administratively extend each of dates for completion of required improvements set forth in Section 4, Subsections b and c by a total of no more than twelve (12) months for each date. The City retains its right to seek additional direction or authority from its Council related to any administrative extension should facts and circumstances warrant such action including, without limitation, an amended to this Agreement. 8. Change in Location of Either Surgical Line Project Pharma Line Proiect or Both from Proiect Site. Company may relocate either the Surgical Line Project, Pharma Line Project, or both from the Project Site provided (i) the relocation is to another site located within the City's corporate limits and (ii) Company gives written notice to the City at least six (6) months prior to the relocation. The Company understands and agrees that certain state benefits have accrued to the Project Site as a result of these projects and that the City has no obligation or responsibility to Company for the potential loss of these benefits. 9. Performance by Affiliates. The City will accept performance of any obligations of Company set forth in this Agreement by an Affiliate, as well, with the understanding that Company (i) is not released whatsoever from any of its obligations, responsibilities, or liability under this Agreement, (ii) shall remain responsible for any Affiliates in the performance of any of the EXECUTION VERSION (260224) commitments or obligations set forth in this Agreement, and (lii) will be responsible for preparing and providing all reports required hereunder, including the assembly of and access by the City to any data or information of an Affiliate that is reflected in any such report. 10. Independent Contractor. It is expressly understood and agreed that Company will operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Company will have the exclusive right to control all details and day-to-day operations relative to the Required Improvements and the Project Site and any improvements thereon and will be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the doctrine of respondeat superior will not apply as between the City and Company, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Company further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Company. 11. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES, AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL THIRD PARTY CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (li) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITr OR SUBCONTRACTORS, RELATED TO THE PROJECT SITE, OR ANY IMPROVEMENTS THEREON, INCLUDING THE REQUIRED IMPROVEMENTS, OR ANY OTHER NEGLIGENT ACT OR OMISSION OF THE COMPANY THAT IS RELATED TO THE PERFORMANCE OF THIS AGREEMENT. THE COMPANY HAS NO INDEMNIFICATION OBLIGATION BEYOND THAT WHICH IS SET FORTH IN CATEGORIES (i) AND (ii) ABOVE. BY WAY OF EXAMPLE, THE COMPANY HAS NO DUTY TO INDEMNIFY THE CITY, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES OR EMPLOYEES FOR ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVE, OR EMPLOYEES. 12. Notices. All written notices called for or required by this Agreement must be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, electronic transmittal or by hand delivery: City: City of Fort Worth Attn: City Manager 100 Fort Worth Trail Fort Worth, Texas 76102 with copies to: the City Attorney AND the City's Economic Development Director at the same address EXECUTION VERSION (260224) Company: Alcon Research, LLC Attn: Vice President, MTO Finance 6201 South Freeway Fort Worth, Texas 76134 with copies to: Alcon Research, LLC Vice President, Corporate Legal at the same address 13. Effect of Sale of Proiect Site or Any Part Thereof or TBPP; Assignment and Successors. a. Company may assign this Agreement, and all or any of the benefits provided hereunder, without the consent of the City Council to (a) an Affiliate that leases, owns or takes title to the Project Site, or any part thereof, or owns or leases any TBPP or (b) a successor to Company by merger or consolidation only if (i) prior to or contemporaneously with the effectiveness of such assignment, Company provides the City with written notice of such assignment, which notice must include the name of the Affiliate and a contact name, address and telephone number for the Affiliate, and (ii) the Affiliate agrees in writing to assume all terms and conditions of Company under this Agreement. b. Otherwise, Company may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the City Council, which consent will not be unreasonably withheld, conditioned on (i) the proposed assignee or successor agrees and proceeds to lease or take title to the Project Site, or any part thereof, and any TBPP; (ii) the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement; and (iii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any attempted assignment without the City Council's prior consent constitutes an Event of Default under this Agreement. Any lawful assignee or successor in interest of Company of all rights under this Agreement will be deemed "Company" for all purposes under this Agreement. 14. Force Majeure Defined. Neither party shall be responsible for delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a party or its suppliers and subcontractors and shall include: (1) acts of God; (2) acts of a public enemy; (3) war, acts of terror and warlike events; (4) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (5) fire, earthquakes, floods, epidemics, quarantine restrictions; (6) strikes, lockouts and other industrial disputes; (7) sabotage, riot and embargoes, and; (8) other unforeseen and extraordinary events, which in every case are beyond the reasonable control and without the fault EXECUTION VERSION (260224) of the party affected or its suppliers and subcontractors ("Force Majeure"). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a party or its subcontractors hereunder; (2) the resulting delay cannot be circumvented by reasonable efforts to mitigate such delays; and (3) the party whose performance is delayed due to a Force Majeure event shall provide the other party with written notice thereof as soon as possible but in no event later than ten (10) Business Days after such party's performance is impacted by such an event. Failure to provide written notice is a waiver of the Force Majeure event. Notwithstanding anything to the foregoing: (i) inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve Company from meeting any of its obligations under this Agreement. The party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. In the event Company claims a Force Majeure event, Company's written notice called for above shall include a detailed description of the portion of the work known to be affected by such delay, as well as a proposed work -around plan reasonably satisfactory to City. The work -around plan shall: (1) set forth Company's reasonable efforts to mitigate the effect of any such Force Majeure event and include a schedule for such mitigation and (2) contain sufficient detail for City to be able to evaluate such plan. In the event of a Force Majeure event, the final completion date shall be extended for such period as is supported by the evidence provided. Any adjustment of time appropriate under this provision shall be formalized promptly by the execution of a mutually acceptable amendment to this Agreement. City acknowledges that following the end of an excusable delay event, Company shall resume full performance as soon as commercially practicable after the end of an excusable delay event, and the final completion date shall be deemed modified to reflect such recommencement of performance. 15. Compliance with Laws, Ordinances, Rules, and Regulations. 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. 16. Governmental Powers. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 17. 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 will not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 18. Venue and Choice of Law. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement will be construed in accordance with the laws of the State of Texas. 19. No Third -Party Rights. The provisions and conditions of this Agreement are solely for the benefit of the City and Company, and any lawful assign or successor of Company, and are not intended to create any rights, contractual or otherwise, to any other person or entity. EXECUTION VERSION (260224) 20. Interpretation. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement must be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 21. Captions. Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. 22. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 23. 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, and any lawful assignee and successor of Company, 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. Notwithstanding anything to the contrary herein, this Agreement may not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 24. Counterparts. This Agreement may be executed in multiple counterparts, each of which will be considered an original, but all of which will constitute one instrument. 25. Electronic Signatures. This Agreement may be executed by Electronic Signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "Electronic Signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 26. Authority to Execute Agreement. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, state or federal law or any other governing authority of the Party. ----- This space left blank intentionally- ----- ----- Signature pages follow- ----- CITY EXECUTION VERSION (260224) EXECUTED as of the last date indicated below and effective as of the Effective Date. City of Fort Worth, a Texas home -rule municipal corporation Dar fi 11 ' fl N, i 'b 1' .fl'',3 ti;DT Signature By: Dana Burghdoff Printed Name Assistant City Manager Title Signed on the 27th March day of March 2026. FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: BY: Jessica Rogers (Mar 26, 2026 19:12:40 CDT) Name: Jessica Rogers Title: Director, Economic Development Approved as to Form and Legality: LGLI V"Y mE c_' C% C'O'U� By: Name: Larry Collister Title: Sr. Assistant City Attorney Contract Authorization: M&C:25-0927 Form 1295: 2025-1343158 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. �P, By: Name: Title: Innovation Coordinator Kelly N. Baggett City Secretary: aan Q ii OVg o=a QQQQ nEXa 4aa' By. Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXECUTION VERSION (260224) COMPANY By: Alcon Research, LLC, a T company 7M Signature Printed Name .5vPI Tec. Or Title Signed on the )'Y- day of M m ✓ c � , 2026. EXECUTION VERSION (260224) EXHIBIT "A" QUARTERLY CONSTRUCTION REPORT FORTWORTH. City of Fort Wo """ VERSION (260224) Quarterly Construction Report I. REPORT INFORMATION Project Incentive Agreement/CSC # (Located Top -Right Corner of Agreement): Reporting Year: Reporting Quarter: II. PROJECT INFORMATION Property Owner: Company/Project Name: Project Contact: Title: Telephone: Fax: E-Mail: Property Owner Address (If Different): Address of Property Subject to Agreement: Construction start Date: Expected Construction completion Date: III. CONSTRUCTION SPENDING CONSTRUCTION Total Construction Dollars Spent (A): $ Total Construction Dollars Spent this Reporting Period: $ Estimated Construction Sales Tax Paid: $ Total Construction Jobs Employed: $ IV. ADDITIONAL INFORMATION (TO BE ATTACHED AS EXHIBITS) ❑ EXHIBIT A: List of Real Property Appraisal District Account Numbers (Applicableto Projects with Real Property commitments) ❑ EXHIBITB: List of Business Persona I Property Appraisal District Account N umbers (Applicableto Projectswith Business Personal PropertyCommitments) ❑ EXHIBIT C: List of all Company Names, Addresses, and Amounts Paid During Construction in Excel form. FORTWORTH. City of Fort Wor' i """ VERSION (260224) Quarterly Construction Report V. CERTIFICATION In connection with the review of the tax abatement/economic development grant agreement for the respective project, between the City of Fort Worth and (Company Name) we confirm, to the best of our knowledge and belief, the following representations made to the City of Fort Worth. 1. We are responsible for the information provided in the Quarterly Completion Report. 2. We have made available all information that we believe is relevant to the Quarterly Completion Report. 3. We will respond fully to all inquiries made by the City of Fort Worth during the review of the Quarterly Construction Report. 4. We acknowledge that the City of Fort Worth is responsible for evaluating the criteria and determining that the criteria are appropriate for meeting the terms of the agreement. Name of Certifying Officer: Title: Signature of Certifying officer: Phone: Fax: Date: In order to remain eligible for the incentive, you must return the completed report by the deadline specified in the Reports Section of the Agreement to Incentives Repo rting@fortworthtexas.sov. For assistance please contact Ryan Pohler at Ryan. Pohler@fortworthtexas.eov or 817-392-2627. City of Fort Worth, Texas Mayor and Council Communication DATE: 09/30/25 M&C FILE NUMBER: M&C 25-0927 LOG NAME: 17ALCONEDPA SUBJECT (CD 8) Authorize Execution of an Economic Development Program Agreement with Alcon Research, Inc., or an Affiliate, for Up to Seven Annual Grants in a Total Combined Amount Not to Exceed $6,000,000.00 for the Expansion of Manufacturing Facilities for Vision Care and Surgical Device Products in the City of Fort Worth Subject to Certain Investment and Employment Commitments RECOMMENDATION: It is recommended that the City Council authorize execution of an Economic Development Program Agreement with Alcon Research, LLC, or an affiliate, for up to seven annual grants in a total combined amount not to exceed $6,000,000.00 for the expansion of manufacturing facilities for vision care and surgical device products in the City of Fort Worth, subject to meeting certain investment and employment commitments. DISCUSSION: The purpose of this Mayor and Council Communication ("M&C") is to authorize an Economic Development Program Agreement for the expansion of manufacturing facilities for vision care and surgical device products, which will employ individuals residing in the City of Fort Worth. Alcon Research, LLC, (Company) is an ophthalmology manufacturing company exploring the possibility of relocating its manufacturing facilities from Belgium and France to Fort Worth. Through a competitive site selection process, Company has selected as a finalist site a location in Fort Worth for a proposed operation designed to accommodate its viscoelastic surgical devices and unit dose pharmaceutical products. Company proposes to establish the development and expansion of its 1,600,000 square foot campus for facilities (Project) at 6201 South Freeway, Fort Worth, TX 76134 with certain surgical device manufacturing operations relocating from Belgium (Product Line 1) and certain operations for unit dose pharmacy products relocating from France (Product Line 2). In order to facilitate the Project, the City proposes to enter into an Economic Development Program Agreement (Agreement) to provide up to seven annual grants in an aggregate amount not to exceed $6,000,000.00 as authorized by Chapter 380, Texas Local Government Code, and as authorized under the City's General Chapter 380 Policy relating to incentives for Medical Technologies and Target Sector Projects. Comoanv Commitments Company's commitments under the proposed Economic Development Program Agreement include the following: • Company must expend a minimum of $68,000,000.00 in total aggregate real property improvements at the Project Site, with the minimum aggregate amounts required by the deadlines specified below: • Product Line 1: $25,000,000.00 by December 31, 2028; and • Product Line 2: $43,000,000.00 by December 31, 2028. • Company must install a minimum of $118,000,000.00 in total aggregate business personal property (BPP) at the Project Site, with the minimum aggregate assessed values required by the deadlines specified below: • Product Line 1: $60,000,000.00 by January 1, 2029; and • Product Line 2: $58,000,000.00 by January 1, 2029. • Company must provide a minimum of 241 total new full-time jobs, with the minimum aggregate number of total full-time jobs required by the deadlines specified below: o Product Line 1: 84 new full-time jobs by December 31 of the first operating year; Product Line 2: 157 new full-time jobs by December 31 of the first operating year; and These new full-time jobs are in addition to and will complement Company's existing workforce located in Fort Worth. • Average annual salaries for all jobs must be at least $75,000.00 in each year of the term of the agreement. • Company will support City's efforts to develop and promote Fort Worth's bioscience industry and the Fort Worth Medical Innovation District (MID). • Company will use its best efforts to hire locally with a goal of 30% employment with Fort Worth residents. • Although planned for the Project Site, the Project may, in whole or in part, be permitted to occur at a different location within the corporate limits of Fort Worth, subject to certain notice requirements provided for under the Agreement. • A failure by Company to meet these commitments will be subject to various penalties including but not limited to default or reduction in annual grants or other penalties. City Commitments City's commitments under the proposed Economic Development Program Agreement include the following: • Subject to Company performance on commitments specified under the Agreement, City will enter into an Agreement with the Company to provide up to seven (7) annual Economic Development Program grants (Grants); • If only the Company commitments associated with Product Line 1 are delivered, then the amount of each annual Grant will be based on up to fifty percent (50%) of associated incremental Maintenance and Operations (M&O) property taxes received by the City for real property and BPP; • If only the Company commitments associated with Product Line 2 are delivered, then the amount of each annual Grant will be based on up to sixty percent (60%) of associated incremental Maintenance and Operations (M&O) property taxes received by the City for real property and BPP; • The amount of incremental M&O City real property and BPP taxes to be granted in a given year will be equal to up to seventy percent (70%) should both Product Line Sites be completed with locations in Fort Worth, Texas; • The total aggregate value of all grants paid by City under the Agreement will be capped at $6,000,000.00 (Cap); • A portion of the grants will, by way of deduction of an amount up to $100,000.00 and subject to the Cap, be used toward Company's efforts to support and promote the MID; and • Granting of administrative extensions for completion deadlines for not more than a total of twelve combined months for both Project Sites. In addition to those discussed above, certain other penalties for nonperformance will be provided for under the Agreement, including reduction or forfeiture of grants and termination of the Agreement. The Project will be located in COUNCIL DISTRICT 8. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that approval of this agreement will have no material effect on the Fiscal Year 2025 Budget. While no current year impact is anticipated from this action, any effect on expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long-term financial forecast. Submitted for City Manager's Office by. Jesica McEachern 5804 Originating Business Unit Head: Kevin Gunn 2663 Additional Information Contact: Kelly Baggett 2617 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2025-1343158 Alcon Fort Worth, TX United States Date Filed: 07/29/2025 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth Date Acknowledged: g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 17ALCONEDPA Submission was made to City of Fort Worth's Economic Development Department for an incentive related to a proposed expansion at an Alcon FW facility. Project requires capital investment and adds jobs. 4 Name of Interested Parry City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Massey, Richard Fort Worth, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is �� (L (� / G� 5 r �j and my date of birth is '-r (�1 v t �., rs 3 tJ S My address is Z J �fv-� (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. le, Executed in 1 14Y'(1' ✓1 Ir County, State of �e ` 1 on the 2-5 day of�_, 20 7 5' d (month) (year) f Signature of authorized nt of contracting bu iness entity (declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.O.f10dOfd8