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HomeMy WebLinkAbout065066 - General - Contract - Wistron InfoComm (USA) CorporationEXECUTION VERSION - 260323 y I TAX ABATEMENT AGREEMENT City Secretar Contract No 0 �b This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS ("City"), a Texas home -rule municipal corporation, and WISTRON INFOCOMM (USA) CORPORATION, a Texas corporation ("Company"). RECITALS A. On February 23, 2023, the City Council adopted Resolution No. 5709-02-2023, stating that the City elects to be eligible to participate in tax abatement and setting forth guidelines and criteria governing tax abatement agreements entered into between the City and various parties, entitled "General Tax Abatement Policy" ("Policy"), which is incorporated herein by reference and hereby made a part of this Agreement for all purposes. B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended ("Code"). C. On June 24, 2025, the City Council adopted (i) Ordinance No. 27818-06-2025 establishing Tax Abatement Reinvestment Zone ("TARZ") No. 113 ("TARZ 113"), City of Fort Worth, Texas, (ii) Ordinance No. 27818-06-2025 establishing TARZ No. 114, City of Fort Worth, Texas, and (iii) Mayor and Council Communication (M&C 25-0583) authorizing this Agreement ("M&C"). Collectively, the two ordinances will be referred to as "Ordinances" and both TARZs as "Zones". D. Company specializes in designing and manufacturing electronics. It intends to develop one or two such facilities in Fort Worth ("Facilities"). Project Site 1, approximately 19.56 acres and is in TARZ 113 at 15200 Heritage Parkway, is. Project Site 2 is approximately 42.94 acres and is in TARZ 114 at 14601 Mobility Way. Both Project Site 1 and Project Site 2 are further described in Exhibit "A" which is attached hereto and made a part of this Agreement for all purposes. E. Contingent upon the execution of this Agreement, Company intends to: For Project Site 1 ("PS1"): a. Expend, or cause to expend, a minimum of $491,000,000 ($80,000,000 for the construction of real property improvements by June 30, 2026, and $411,000,000 of installed business personal property by January 1, 2027). Create 634 new Full-time Jobs whose average annualized salary will be at least $63,000. ii. For Project Site 2 ("PS2"): a. Expend, or cause to expend, a minimum of $196,000,000 ($32,000,000 for the construction of real property improvements by June 30, 2026, and $164,000,000 of installed business personal property by January 1, 2027). C — Cv" RECORD Tax Abatement Agreement - (;� a '% ' RETARY City of Fort Worth and Wistron Infocomm (USA) Corporation �� ,, ,� �' TX Page 1. of 21, EXECUTION VERSION - 260323 Create 254 new Full-time Jobs whose average annualized salary will be at least $63,000. F. City received a tax abatement application ("Application") from Company on May 2, 2025, concerning plans for development of these new facilities. G. The contemplated use of the Facilities and the terms of this Agreement are consistent with encouraging development of the Zone and generating economic development and increased employment opportunities in the City, in accordance with the purposes for creation of the Zone, and follow the Policy, the Ordinances, the M&C, and other applicable laws, ordinances, resolutions, rules and regulations. H. The provisions of this Agreement, the nature of the proposed construction, the use of the new facilities, and creation of newjobs satisfy the eligibility criteria for commercial/industrial tax abatement pursuant to Section 4 of the Policy. I. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, have been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units that have jurisdiction over the New Facility. 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 acknowledged, the parties agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company 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 have the definitions ascribed to them as follows: Abatement means the abatement of a percentage of the City's incremental ad valorem taxes on any RPI constructed on either PS1 or PS2 and any TBPP located on either PS1 or PS2. Abatement Term means the term of ten (10) consecutive years, commencing on January 1 of the First Operating Year and expiring on December 31 of the tenth (10th) year thereafter, in which the City will verify and audit Company's compliance with the various commitments set forth in Section 4 that form the basis for calculation of the amount of each annual Abatement Percentage hereunder. Affiliate means all any corporation, general partnership, limited partnership, limited liability partnership, trust, company (including, without limitation, any limited liability company or joint stock company) or other association, enterprise, organization, or entity that, directly or indirectly, through one or more intermediaries, entities, controlled or under common control with the Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 2 of 21 EXECUTION VERSION - 260323 Company. For purposes of this definition, "control," "controlled," or "controlling" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Company, whether through the ownership of voting securities or interests, by contract or otherwise (such as, without limitation, the general partner in a limited partnership or the managing member of a limited liability company per the terms of a company's operating agreement). Completion Date — PS1 JS and PS2 JS means December 31, 2026. Completion Date — PS1 RPI and PS2 RPI means June 30, 2026. Completion Date — PSI TBPP and PS2 TBPP means January 1, 2027. Construction Costs means the following costs expended directly for the Real Property Improvements: actual site development and construction costs, site work, infrastructure improvements, facility modernization, utility installation and including directly related contractor fees, labor costs, plus costs of supplies and materials, engineering fees, architectural and design fees, and permit fees. Construction Costs specifically exclude any real property acquisition costs or rent payments or other costs required by a lease should a lease be utilized. Director means the director of the City's Economic Development Department. Event of Default means a breach of this Agreement by a party, either by act or omission, as more specifically set forth in this Agreement. First Operating Year means 2027. Full-time Job means a job provided to one (1) individual by Company on the New Facility two thousand eighty (2,080) straight -time paid hours in a fiscal year, excluding shift differential work and overtime. A Full-time Job will be considered new if the individual was hired on or after the Effective Date. Jobs and Salary or JS means the respective Full-time Jobs and salary requirements for PS1 and PS2 as set forth in this Agreement. 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. Taxable Tangible Business Personal Property or TBPP means any business personal property that (i) is subject to ad valorem taxation by the City; (ii) is located on a project site; (iii) is owned or leased by Company and used by Company for the business purposes outlined in this Agreement; and (iv) was not located in the City prior to period covered by this Agreement. It does not mean, nor include inventory or supplies or other personal property located on either PS1 or PS2 before the period covered by this Agreement. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 3 of 21' EXECUTION VERSION - 260323 Real Property Improvements or RPI means one or more electronic design and manufacturing facilities, and related improvements, constructed on PS1 and PS2 in accordance with the commitments set forth in this Agreement. Salary means the cash payment or remuneration made to a person holding a Full-time Job, including paid time off, commissions, and non -discretionary bonuses. A Salary does not include any benefits, such as health insurance or retirement contributions, reimbursements for employee expenses, any discretionary bonuses, shift differential work, and overtime. 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. Second Operating Year means 2028. 3. TERM. This Agreement takes effect on the last date as of which the City and Company have all executed this Agreement ("Effective Date") and, unless terminated earlier in accordance with its terms and conditions, and expires upon expiration of the Abatement Term ("Term"). 4. OBLIGATIONS AND COMMITMENTS RELATED TO ABATEMENT. 4.1. Proiect Site 1— PSI 4.1.1. Real Property Improvements ("PSI RPI)". 4.1.1.1. Company must expend, or cause to be expended, at least Eighty Million Dollars and Zero Cents ($80,000,000.00) in Construction Costs for PS1 RPI [and receive a permanent Certificate of Occupancy for PS1 by the Completion Date — PS1 RPI and PS2 RPI ("PSI RPI Commitment"). 4.1.1.2. The value of the RPI is determined solely by the appraisal district having jurisdiction over PS1 at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. 4.1.2. Taxable Tangible Business Personal Property ("PSI TBPP"). 4.1.2.1. Company must locate or install TBPP having a value of at least Four Hundred and Eleven Million Dollars and Zero Cents ($411,000,000.00) on PS1 by the Completion Date — PS1 TBPP and PS2 TBPP ("PSI TBPP Commitment"). 4.1.2.2. The value of the TBPP is determined solely by the appraisal district having jurisdiction over PS1 at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. 4.2.3. Jobs and Salary ("PSI JS") Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 4 of 21 010 EXECUTION VERSION - 260323 4.2.3.1. Company must employ and retain a total of at least 634 New Full - Time Jobs with an annualized Salary of at least $63,000.00 at PS1 for the Term of this Agreement (each a "New Job") by the Completion Date — PS1 JS and PS2 JS ("PS1 JS Commitment"). 4.2.3.2. Determination each year of compliance with the PS1 JS Commitment will be based on the employment and salary data, in a form, and with appropriate documentation, reasonably acceptable to City, provided by Company to the City, for the year under evaluation. 4.2. Project Site 2 — PS2 4.2.1. Real Property Improvements ("PS2 RPI)". 4.2.1.1. Company must expend, or cause to be expended, at least Thirty - Two Million Dollars and Zero Cents ($32,000,000.00) in Construction Costs for PS2 RPI and receive a permanent Certificate of Occupancy for PS2 by the Completion Date — PS1 RPI and PS2 RPI ("PS2 RPI Commitment"). 4.2.1.2. The value of the RPI is determined solely by the appraisal district having jurisdiction over PS2 at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. 4.2.2. Taxable Tangible Business Personal Property ("PS2 TBPP") 4.2.2.1. Company must locate or install TBPP having a value of at least One Hundred and Sixty -Four Million Dollars and Zero Cents ($164,000,000.00) on PS2 by Completion Date — PS1 TBPP and PS2 TBPP ("PS2 TBPP Commitment"). 4.2.2.2. The value of the TBPP is determined solely by the appraisal district having jurisdiction over PS2 at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year. 4.2.3. Jobs and Salary ("PS2 JS"). 4.2.3.1. Company must employ and retain a total of at least 254 New Full- time Jobs with an annualized Salary of at least $63,000.00 at PS2 for the Term of this Agreement (each a "New Job") by the Completion Date — PS1 JS and PS2 JS ("PS2 JS Commitment"). 4.2.3.2. Determination each year of compliance with the PS2 JS Commitment will be based on the employment and salary data, in a form, and with appropriate documentation, reasonably acceptable to City, provided by Company to the City, for the year under evaluation. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 5 of 21 EXECUTION VERSION - 260323 4.3. Construction Spending Commitment for SBFs. By the Completion Date — PSI and PS2 - RPI, Company must expend or caused to be expended at least fifteen percent (15%) of Construction Costs for both PSI RPI and PS2 RPI with SBFs, regardless of the total amount of such Construction Costs ("SBF Construction Commitment"). 4.4. Other Employment Related Commitments. 4.4.1. Company must demonstrate to the City hiring practices that prioritize the recruitment and employment of Fort Worth residents and must demonstrate to have at least thirty percent (30%) of employees associated with the project as Fort Worth Residents. 4.4.2. Should, during the term of the Agreement, 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 either PSI or PS2 ("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 $63,000 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. 4.4.3. Notwithstanding separate requirements or penalties relating to the PSI JS Commitment or the PS2 JS Commitment, should, during the term of the Agreement, 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 either PSI or PS2 ("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 either PSI or PS2. 4.5. Reports and Filings. 4.5.1. Final Construction Report. For the City to assess whether Company met its PSI RPI Commitment and PS2 RPI Commitment, and the extent to which the SBF Construction Commitment was met, Company must, no later than August 31, 2026, provide the Director with a report in a form reasonably acceptable to the City that specifically outlines the total Construction Costs expended for the PSI RPI Commitment and PS2 RPI Commitment and the total Construction Costs expended with SBFs for both commitments, 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 all RPI. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 6 of 21 M, EXECUTION VERSION - 260323 4.5.2. Final TBPP Report. For the City to assess whether Company met its PSI TBPP Commitment and PS2 TBPP Commitment, Company must, no later than April 1, 2026, provide the Director with a report in a form, and with appropriate documentation, reasonably acceptable to the City that specifically outlines the total expenditures by Company for TBPP. 4.5.2. Annual Jobs and Salary Report. On or before February 1 of the Second Operating Year, and of each year thereafter for the remainder of the Abatement Term, in order for the City to assess the degree to which Company met in the previous year both the PSI JS Commitment and PS2 JS Commitment, Company must provide the Director with a report in a form reasonably acceptable to the City that sets forth the total number of individuals, and their Salaries, who held new Full -Time Jobs at both PSI and PS2, as well as the Salary of each, all as of December 31 (or such other date requested by Company and reasonably acceptable to the City) of the previous calendar year, together with reasonable supporting documentation. 4.5.3. Additional Information Requested by City. Company will supply any additional information reasonably requested by the City that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement. 4.6. Inspections of PSI and PS2. 4.6.1. At any time during Company's normal business hours throughout the Term, the City will have the right to inspect and evaluate PSI and PS2, and any RPI or TBPP thereon, and Company will provide full access to the same, for the City to monitor compliance with the terms and conditions of this Agreement. Company will use reasonable efforts to cooperate fully with the City during any such inspection and evaluation. 4.6.2. Notwithstanding the foregoing, Company may require that any representative of the City be escorted by a Company representative or security personnel during any such inspection and evaluation and abide by any site policies and protocols regarding health, safety, and treatment of Company's confidential information. In addition, upon request of the City at any time during the Term and the year following the Term and following reasonable advance notice. 4.7. Audits. The City has the right throughout the Term to audit the financial and business records of Company that relate to all RPI, TBPP, JS, and SBFs, and any other documents necessary to evaluate Company's compliance with this Agreement or with the commitments set forth in this Agreement (collectively, "Records"). Company must make all Records available to the City at either PSI or PS2 or at another location in the City acceptable to both parties following prior notice and will otherwise use reasonable efforts to cooperate fully with the City during any audit. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 7 of 21', EXECUTION VERSION - 260323 4.8. Use of PSI and PS2. PSI and PS2, and any RPI and TBPP thereon, must be always used during the Term of this Agreement for Company's lawful business operations, as set forth in this Agreement or otherwise in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. City: 4.9. Additional Reporting. Company shall submit the following information to the 4.9.1. Plan to utilize SBFs. This is to be reported to City by 6/30/2026. 4.9.2. 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 PSI or PS2 and continuing every ninety (90) days thereafter until the completion of the latter of either PSI or PS2, 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. 4.9.3. Quarterly reports throughout the construction of all RPI and the acquisition of TBPP. Beginning ninety (90) days after the issuance of the first permit for the construction of the earlier of either PSI or PS2 and continuing every ninety (90) days thereafter until the completion of the latter of either PSI or PS2, Company is to provide written reports to the City on both RPI construction and TBPP acquisition in the format provided by, or acceptable to, the City. 4.9.4. Company designates the following persons as the individual that has detailed knowledge of the RPI and TBPP for both PSI and PS2: Name: Froggy Lin Title: Assistant Manager Work telephone: (915) 979-5108 Mobile telephone: (915) 979-5108 Email address(es): Froggy_Lin@Wistron.com Name: Pierre Huang Title: Director Work telephone: Not Available Mobile telephone: +886-937134240 Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 8 of 21' EXECUTION VERSION - 260323 Email address(es): PIERRE_HUANG@WISTRON.COM Name: Hannah You Title: Finance Manager Work telephone: (682) 777-8833 Mobile telephone: (682) 777-8833 Email address(es): Hannah_You@Wistron.com 4.10. Abatement Application Fee. The City acknowledges receipt from Company of the required and non-refundable Application fee of Two Thousand Five Hundred Dollars ($2,500.00). 5. CERTIFICATE OF COMPLETION - SBF. Provided the Company timely submits its Final Construction Report (as set forth in Section 4.5.1) and the City is able to verify that the Company met all requirements for the PSI RPI and PS2 RPI, the Director will issue Company a certificate stating the amount of Construction Costs expended for the Real Property Improvements, as well as the amount of Construction Costs expended for the Real Property Improvements specifically with SBFs ("Certificate of Completion -SBF"). The Certificate of Completion-SBF will serve as the basis for determining whether the SBF Construction Commitment was met. 6. TAX ABATEMENT. The City will provide Abatements for the Term as follows (("Abatement Percentage(s)" means either the PSI Abatement Percentages, PS2 Abatement Percentages, or both, as applicable): 6.1. PS1 Abatement Percentages. 6.1.1. Completion of Only PSI -related Commitments. Subject to the other terms and conditions contained herein, the City will grant an abatement to Company of seventy percent (70%) on its PSI RPI and PSI TBPP should Company timely meet its PSI RPI Commitment and PSI TBPP Commitment and not complete any of the commitments related to PS2. 6.1.2. Completion of All PSI -related Commitments and PS2-related Commitments. Subject to the other terms and conditions contained herein, the City will grant an abatement to Company of eighty percent (80%) on its PSI RPI and PSI TBPP should Company timely meet all its RPI Commitments and TBPP Commitments for both PSI and PS2. 6.2. PS2 Abatement Percentages. 6.2.1. Completion of Only PS2-related Commitments. Subject to the other Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 9 of 21. M, EXECUTION VERSION - 260323 terms and conditions contained herein, the City will grant an abatement to Company of fifty percent (50%) on its PS2 RPI and PS2 TBPP should Company timely meet its PS2 RPI Commitment and PS2 TBPP Commitment and not complete any of the commitments related to PSI. 6.2.2. Completion of All PS2-related Commitments and PS1-related Commitments. Subject to the other terms and conditions contained herein, the City will grant an abatement to Company of sixty percent (60%) on its PS2 RPI and PS2 TBPP should Company timely meet all its RPI Commitments and TBPP Commitments for both PS2 and PSI. 6.3. Abatement Percentages Subject to Reduction. All Abatement Percentages are subject to reductions based on Company's failure to meet the applicable JS Commitments for either PSI or PS2 (Section 7.2) and SBF Construction Commitment (Section 7.3). 6.4. Abatement Limitations. The amount of ad valorem taxes to be abated each year pursuant to this Agreement will not exceed one hundred and fifty percent (150%) of the amount of the RPI timely completed and TBPP timely installed multiplied by the City's tax rate in effect for that same year. 7. DEFAULT, TERMINATION, AND FAILURE TO MEET DEADLINES AND COMMITMENTS. 7.1. Failure to Meet RPI and TBPP Commitments. Notwithstanding anything to the contrary herein, if the Company does not timely meet the PSI and PS2 RPI Commitments and PSI and PS2 TBPP Commitments, an Event of Default will occur and the City will have the right to terminate this Agreement, effective immediately, by providing written notice to Company without further obligation to Company hereunder. Should Company notify City in writing before June 30, 2026, that is intends to only proceed with only one project site, then this section shall only apply to the project site that is be constructed. 7.2. Failure to Meet JS Commitments. If the Company does not meet the JS Commitments for either PSI or PS2 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 an Abatement Percentage of zero percent (0%) for that year. Should Company notify City in writing before December 31, 2026, that is intends to only proceed with only one project site, then this section shall only apply to the project site that is be constructed. 7.3. Waiver of Abatement Percentaee Reduction for Failure to Meet SBF Construction Commitment. 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 Abatement Percentage available pursuant to this Agreement to be reduced by ten percent (10%) each year for the Term. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 10 of 21 VOW EXECUTION VERSION - 260323 7.3.1. 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 Abatement Percentage 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. 7.3. 2. Best Efforts Standard. For purposes of this Section 7.3, "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 4.9.1., 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 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, 7.3.3. Sufficient Documentation. "Documentation sufficient to the City" shall consist of clear, complete, and verifiable written materials demonstrating compliance with the Best Efforts standard. 7.3.4. Waiver Request Procedure. To request a waiver under this Section, the Company shall comply with the following: 7.3.4.1. 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. 7.3.4.2. 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. 7.3.4.3. 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. 7.3.5. City Review and Determination. The City will provide a written determination within forty-five (45) days after receiving a compliant waiver request. In Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 11',: of 21 EXECUTION VERSION - 260323 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. 7.3.6. Reservation of Rights. 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 Abatement Percentage shall apply in accordance with this Agreement. 7.4. Knowing Employment of Undocumented Workers. 7.4.1. Company acknowledges that effective September 1, 2007, the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. If 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) and such violation occurs during the Term of this Agreement: • if such conviction occurs during the Term of this Agreement, this Agreement will terminate contemporaneously upon such 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 Abatement received by Company hereunder, if any, plus Simple Interest at a rate of two percent (2%) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received, or • if such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company must repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of two percent (2%) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 12 of 21 EXECUTION VERSION - 260323 7.4.2. 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 Abatement. This rate of interest can be applied each year but will only apply to the aggregate amount of Abatement and is not applied to interest calculated. For example, if the aggregate amount of Abatement is $10,000 and it is required to be paid back with two percent (2%) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.02)], which is $11,000. This Section 7.4 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, the parties agree that the Abatement is a "public subsidy" (as that term is defined in Section 2264.001, Texas Government Code) for the benefit of Company. This Section will survive the expiration or termination of this Agreement. 7.5. Creditor Action Against PSI, PS2, or TBPP. Subject to Section 11, 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 PSI or any part thereof, PS2 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 PSI or any part thereof, PS2 or any part thereof, or any of the TBPP; (iii) execution of any assignment of PSI or any part thereof, PS2 or any part thereof, or any of the TBPP; (iv) appointment of a trustee or receiver for PSI or any part thereof, PS2 of 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. 7.6. Failure to Pay Taxes or Non -Compliance with Other Legal Requirements. An Event of Default will occur if any ad valorem taxes owed to the City by Company becomes delinquent and Company does not timely and properly follow the legal procedures for protest or contest of any such ad valorem taxes, or Company is in violation of any material Legal Requirement due to any act or omission connected with Company's operations on PSI or any part thereof or PS2 or any part thereof; provided, however, that an Event of Default will not exist under this provision unless Company fails to cure the applicable failure or violation within thirty (30) calendar days (or such additional time as may be reasonably required) after Company receives written notice of such failure or violation. 7.7. General Breach. In addition to Sections 7.1 — 7.6 and subject to Section 7.4, an Event of Default under this Agreement will occur if either party breaches any term or condition of this Agreement, in which case the non -defaulting party must provide the defaulting party with written notice specifying the nature of the Default. Subject to Sections 7.1, 7.2, and 7.3, in the event that any Event of Default hereunder remains uncured after thirty (30) calendar days following receipt of such written notice (or, if the defaulting party 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 non -defaulting party will have the right to terminate this Agreement, effective immediately, by providing written notice to the defaulting party. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 13 of 21 am EXECUTION VERSION - 260323 7.8. Statutory Damalzes. 7.8.1. Company acknowledges and agrees that termination of this Agreement due to an Event of Default by Company will (i) harm the City's economic development and redevelopment efforts on both PS1 and PS2 of the both; (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 business entities and corporate relocation professionals, and Company agrees that the exact amounts of actual damages sustained by the City therefrom will be difficult or impossible to ascertain. 7.8.2. Therefore, upon termination of this Agreement for any Event of Default on the part of the Company, and as authorized by Section 312.205(b)(6) of the Code, Company must pay the City, as damages authorized by the Code, an amount equal to 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. 7.8.3. The City and Company agree that the above -stated amount is a reasonable approximation of actual damages that the City will incur because of an uncured Event of Default on the part of the Company and that this Section is intended to provide the City with compensation for actual damages, as authorized by the Code, and is not a penalty. 7.8.4. The above -stated 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 New Facility, or any part thereof, and over any taxable tangible personal property located thereon. Otherwise, this amount will be due, owing, and paid to the City within sixty (60) calendar days following the effective date of termination of this Agreement. 7.8.5. 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 pursuant to Section 7.8.4. of this Agreement, Company will 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). 8. 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 agents, representatives or employees of the City. As to the City, Company will have the exclusive right to control all details and day-to-day operations relating to the New Facility and any improvements thereon and will be solely responsible for the acts and omissions of their 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, their officers, agents, servants, employees, contractors, Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 14 of 21 Iq- EXECUTION VERSION - 260323 subcontractors, licensees, and invitees. Company further agrees that nothing in this Agreement will be construed as the creation of a partnership orjoint enterprise between the City and Company. 9. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, AND ITS RESPECTIVE OFFICERS, AGENTS SERVANTS, REPRESENTATIVES, AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL 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 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; (H) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE RPI, TBPP, OR PS1 AND PS2 AND ANY OPERATIONS AND ACTIVITIES THEREON; OR (iii) THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OTHERWISE. THIS SECTION WILL SURVIVE FOR A PERIOD OF TWO (2) YEARS AFTER ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. 10. 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, or by hand delivery: City: City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: City Manager With copies each to City's: Company: Wistron InfoComm (USA) Corporation 700 N Zaragoza Rd, Ste N, #324 El Paso, TX 79907 Attn: Finance Director — William WK Wang With copies each to Wistron's: City Attorney and Director of Economic I Finance Manager - Hannah You - at the Development at the same address. address: Wistron InfoComm (USA) Corporation 15200 Heritage Parkway Fort Worth, Texas 76177 11. EFFECT OF SALE OF PS1 OR ANY PART THEREOF, PS2 OF ANY PART THEREOF OR TBPP; ASSIGNMENT AND SUCCESSORS. 11.1. 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 PS1 or any part thereof, PS2 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 Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 15 of 21' EXECUTION VERSION - 260323 telephone number for the Affiliate, and (ii) the Affiliate agrees in writing to assume all terms and conditions of Company under this Agreement. 11.2. 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 PSI or any part thereof, PS2 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. 12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement is subject to all applicable Legal Requirements. 13. 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. 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 will not in any way be affected or impaired. 15. 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. 16. VENUE AND CHOICE OF LAW. If any action, whether real or asserted, at law or in equity, arises based on 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. 17. NO THIRD -PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Company, and any lawful assignee or successor of Company, and are not intended to create any rights, contractual or otherwise, to any other persons or entities. 18. FORCE MAJEURE DEFINED. Neither party shall be responsible for delay of the Completion Date — PSI JS and PS2 JS, Completion Date — PSI RPI and PS2 RPI, and Completion Date — PSI TBPP and PS2 TBPP, respectively 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 Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 16 of 21 EXECUTION VERSION - 260323 reasonable control and without the fault 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 Completion Date — PSI JS and PS2 JS, Completion Date — PSI RPI and PS2 RPI, and Completion Date — PS1 TBPP and PS2 TBPP, respectively, 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 Completion Date — PSI JS and PS2 JS, Completion Date — PSI RPI and PS2 RPI, and Completion Date — PSI TBPP and PS2 TBPP, respectively, shall be deemed modified to reflect such recommencement of performance. 19. ADMINISTRATIVE EXTENSIONS OF COMPLETION DATES. Provided the Company notifies the City in writing; no later than sixty (60) days before the expiration of either the Completion Date — PSI JS and PS2 JS, Completion Date — PSI RPI and PS2 RPI, or Completion Date — PSI TBPP and PS2 TBPP, Company will be eligible to receive one or more administrative extensions of the respective completion dates) for which the extension is sought and which cumulatively shall not exceed twelve (12) months beyond the original completion date(s). The administrative extension(s) is at the sole discretion of the City Manager, without further action by the City Council and will be completed via an amendment to the Agreement which will set forth the basis for the extension(s) and the new completion date(s). In addition to granting an extension(s) pursuant to this Section 19, the City Manager may require other Agreement dates be extended or modified and, at the City Manager's sole discretion and without unreasonable delay, may take an extension(s) to City Council for approval. Any extension(s) of a completion date beyond the authority delegated to the City Manager must be authorized by City Council. 20. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. In the event of any conflict between the body of this Agreement and the Applications, the body of this Agreement will control. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 17 of 21' M EXECUTION VERSION - 260323 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. 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. 23. BONDHOLDER RIGHTS. The Real Property Improvements will not be financed by tax increment bonds. This Agreement is subject to the rights of holders of outstanding bonds of the City. 24. CONFLICTS OF INTEREST. Neither the New Facility nor any improvements thereon are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing unit with jurisdiction in the Zone. 25. 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 state or federal law or regulation or any other governing authority of the party. 26. 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. 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 assign 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 will 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. Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 18 of 21: EXECUTION VERSION - 260323 [SIGNATURES AND EXHIBITS FOLLOW] Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 19 of 21 DIM EXECUTION VERSION - 260323 EXECUTED as of the last date indicated below: CITY OF FORT WORTH: By: — &, " # Dana Burghdof OAssistOity Manager Signed on this the 2G) day of , 2026. ACKNOWLEDGEMENT STATE OF TEXAS § TARRANT COUNTY § BEFORE ME, the undersigned authority, on this day personally appeared Dana Burghdoff, Assistant City Manager of the CITY OF FORT WORTH, a Texas home -rule municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of TTI 2026. NotaO P lic in and for a Fawver Comm the State of Texas My J19881con Expires • 10/1312029 o`- �cLW Notary ID135535933 Notary's Printed Name -1 City Internal Processes Approval Recommended: By: Je ica Roge , Director Approved as to for n legality: By: rence C. Co Iis r, sr. Asst. City Atty. Contract Authorization: M&C: 25-0583 Form 1295: Contract Compliance Manager: By signing this I acknowledge that I am the person responsible for the monitoring and administration of this Agreement, including e ensuring all perform nce and reporting requirements. .pUUUIl By: UL�J -��DcOR . Cherie Gordon, Eco Dev. Coordinator .4 G`00000000 0 p Doo A c City Secretary: d ,"*_o° By: Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Goodall, City OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX �o o = 0 0 0 0000000 q Page 20 of 21 V EXECUTION VERSION - 260323 WISTRON INFOCOMM (USA) CORPORATION: By: ,3� 4.0 z2n:, , Signature ACr-IZ—, c_A-Z Printed Name v S-e�r icy 1/`c -p- /'/� tips-% 410—K�2 Title Signed on this the 3 day of 4&1 L , 2026. ACKNOWLEDGEMENT STATE OF eX a5 § COUNTY OF P EAJ %OI'J § BEFORE ME, the undersigned authority, on this day personally appeared aCK► if L< [name of person signing], (gMP-Yx�- FA601�r _ZS v P [title of person signing], of Wistron Infocomm (USA) Corporation, a Texas corporation known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said limited liability company. GIVEN UNDER D AND SEAL OF OFFICE this `Nday of /�L , 2026. --5 Notary Public in and for the State of a)(,4 S Al I Notary's Printed Name SANDY PENG +° `t Notary ID #126559794 MY Commission Expires February 26, 2029 Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation Page 21of 21 Exhibit "A" (Tax Abatement Agreement - City of Fort Worth and Wistron Infocomm (USA) Corporation) Legal Descriptions for Project Site 1 and Project Site 2 EXHIBIT "A" 15200 Heritage Way BOUNDARY D1:SCRIFTION OF 'LONE; Being all of Lot 1., Block 2, of Trammell Crow 35 Eagle Addition, an addition to the City of Fort Worth, Denton County, Texas according to the plat therof recorded under Clerk's File No. 2022-252 Plat Records, Denton County, Texas. EXHIBIT "A" 14601 Mobility Way BOLJNDARY DESCRIPTION OF ZONE BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE G. OVERTON SURVEY, ABSTRACT NUMBER 972, CITY OF FORT WORTH, DENTON COUNTY, TEXAS, BEING ALL OF THOSE TRACTS OF LAND DESCRIBED BY DEED TO ALLIANCE WESTPORT NO. 14, LTD., RECORDED IN INSTRUMENT NUMBER 2024-54897 AND INSTRUMENT NUMBER 2024-54698, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND ROUNDS AS FOLLOWS: COMMENCING AT A 5/8 INCH IRON ROD, FOUND AT THE SOUTHEAST CORNER OF LOT 1R-2, BLOCK 1, WESTPORT ADDITION, AN ADDITION TO THE CITY OF FORT WORTH, TEXAS, BY PLAT RECORDED IN INSTRUMENT NUMBER D219094920, SAID COUNTY RECORDS AND IN THE NORTH RIGHT-OF-WAY LINE OF INTERMODAL PARKWAY, A 120 FOOT RIGHT-OF-WAY RECORDED IN VOLUME 11536, PAGE 1770, SAID COUNTY RECORDS; THENCE N 00032'52"W, 1037.09 FEET, WITH THE EAST LINE OF SAID LOT 111-2, TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "PELOTON", FOUND AT THE POINT OF BEGINNING; THENCE N 00°32'52"W, AT 265.66 FEET, PASSING A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "PELOTON", FOUND ATTHE NORTHEAST CORNER OF SAID LOT 111-2 AND THE SOUTHEAST CORNER OF LOT 111-1, BLOCK 1, SAID WESTPORT ADDITION, IN ALL, A TOTAL DISTANCE OF 666.09 FEET, TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "PELOTON", FOUND IN THE EAST LINE OF SAID LOT 1R-1; THENCE N 89°27'08"E, 351.74 FEET, DEPARTING EAST LINE, TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "PELOTON", FOUND; THENCE N 00°32'52"W, 340.41 FEET, TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "PELOTON", FOUND; THENCE N 89°27'08"E, 1613.20 FEET, TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "PELOTON", SET; THENCE S 45041'42"E, 14.18 FEET, TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "PELOTON", SET; THENCE S 00°50'40"E, 996.51 FEET, TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "PELOTON", SET; THENCE S 89°27'08"W, 1980.15 FEET, TO THE POINT OF BEGINNING AND CONTAINING 1,870,609 SQUARE FEET OR 42.943 ACRES OF LAND MORE OR LESS. City of Fort Worth, Texas Mayor and Council Communication DATE: 06/24/25 M&C FILE NUMBER: M&C 25-0583 LOG NAME: 17VMSTRON TA SUBJECT (CD 10) Conduct Public Hearing and Adopt Ordinance Designating Tax Abatement Reinvestment Zone No. 113 and Tax Abatement Reinvestment Zone No. 114. Authorize Execution of a Ten -Year Tax Abatement Agreement with Wistron InfoComm (USA) Corporation, its Parent Company, or an Affiliate, for Development of Two Electronics Manufacturing Facilities to be Located on Properties at 15200 Heritage Parkway, Fort Worth, Texas and at 14601 Mobility Way, Fort Worth, Texas, Both in Denton County, in Tax Abatement Reinvestment Zones 113 and 114, Respectively (PUBLIC HEARING - a. Staff Available for Questions: Cherie Gordon; b. Public Presentations; c. Council Action: Close Public Hearing and Act on M&C) RECOMMENDATION: It is recommended that the City Council: 1. Conduct a public hearing concerning the designation of Tax Abatement Reinvestment Zone No. 113 and Tax Abatement Reinvestment Zone No. 114, City of Fort Worth, Texas, Denton County, for properties located at 15200 Heritage Parkway and 14601 Mobility Way, respectively, for the development and operation of electronics manufacturing facilities for Wistron InfoComm (USA) Corporation, Parent Company, or an Affiliate; 2. Authorize the execution of a ten-year tax abatement agreement with Wistron InfoComm (USA) Corporation, parent company, or affiliate for the development and operation of two electronics manufacturing facilities to be located on properties at 15200 Heritage Parkway, Fort Worth, Texas and at 14601 Mobility Way, Fort Worth, Texas both in Denton County, in Tax Abatement Reinvestment Zones 113 and 114, respectively; and 3. Find that the terms of, and the property subject to, the Tax Abatement Agreement meet the criteria and guidelines set forth in the City of Fort Worth's General Tax Abatement Policy (Resolution No. 5709-02-2023). 4. Find that the intended improvements, which are set forth in more detail below, are feasible and practical and would be a benefit to the land to be included in Tax Abatement Reinvestment Zone No. 113 and Tax Abatement Reinvestment Zone No. 114 and to the City after the expiration of any tax abatement agreements; and 5. Adopt the attached ordinance designating Tax Abatement Reinvestment Zone No. 113 and Tax Abatement Reinvestment Zone No. 114, City of Fort Worth, Texas, pursuant to and in accordance with Chapter 312 of the Texas Tax Code. DISCUSSION: The purpose of this Mayor and Council Communication is to approve a tax abatement for the development of two electronics manufacturing facilities. Wistron InfoComm (USA) Corporation (Company), is a wholly owned subsidiary of Wistron Corp, a Taiwanese company specializing in manufacturing and designing electronics, with U.S. headquarters in San Jose, California. Company is proposing to develop two new facilities in Fort Worth. Site 1 at 15200 Heritage Parkway, Fort Worth, Texas is approximately 19.56 acres with a building of at least 324,400 square feet (Project Site 1). Site 2 at 14601 Mobility Way, Fort Worth, Texas is approximately 42.94 acres with an approximately 766,994 square foot building (Project Site 2). In order to facilitate investment in the Company's facilities at Project Site 1 and Project Site 2, the City proposes to enter into a Tax Abatement Agreement with Wistron InfoComm (USA) Corporation, its parent company, or an affiliate. The tax abatement will be tied to the amount of investment made by the Company and satisfaction of other project and spending requirements, as follows: Investment and Company Commitments at Project Site 1: 1. Company must expend a minimum of $80,000,000.00 in total construction costs for real property improvements at the Project Site on or before June 30, 2026; 2. Company must install taxable business personal property (BPP) that is new to the City at the Project Site having a minimum taxable appraised value of $411,000,000.00 by January 1, 2027; 3. Company will forfeit abatement if the total investment for real property improvements and BPP is not timely met. The agreement will permit up to a 12-month extension of the completion deadline by administrative approval; and 4. Company must provide a minimum of 634 additional full-time jobs at Project Site 1 on or before December 31, 2026, and maintain that level for the duration of the agreement, with average salary of at least $63,000.00. The annual abatement will be forfeited for any year in which the minimum number of 634 full-time jobs or in which a $63,000.00 average salary minimum is not met. Investment and Company Commitments at Project Site 2: 1. Company must expend a minimum of $32,000,000.00 in total construction costs for real property improvements at the Project Site on or before June 30, 2026; 2. Company must install taxable business personal property (BPP) that is new to the City at the Project Site having a minimum taxable appraised value of $164,000,000.00 by January 1, 2027; 3. Company will forfeit abatement if total investment for real property improvements and BPP is not timely met. The agreement will permit up to a 12-month extension of the completion deadline by administrative approval; and 4. Company must provide a minimum of 254 additional full-time jobs at Project Site 2 on or before December 31, 2026, and maintain that level for the duration of the agreement, with average salary of at least $63,000.00. The annual abatement will be forfeited for any year in which the minimum number of 254 full-time jobs or in which a $63,000.00 average salary minimum is not met. City Commitments: 1. The City will enter into a Tax Abatement Agreement with the Company for a term of ten years; 2. The amount of incremental City real property and BPP taxes to be abated in a given year will be equal to up to seventy percent (70%) at Project Site 1, if only Project Site 1 moves forward with a location in Fort Worth, Texas; 3. The amount of incremental City real property and BPP taxes to be abated in a given year will be equal to up to fifty percent (50%) at Project Site 2, if only Project Site 2 moves forward with a location in Fort Worth, Texas; and 4. If Company satisfies all requirements for investments at Project Site 1 and Project Site 2 on or before the All -Projects Completion Deadline, including up to the 12-month extension of completion deadline with administrative approval, then the amount of incremental City real property and BPP taxes to be abated in a given year will be equal to up to eighty percent (80%) at Project Site 1, and up to sixty percent (60%) at Project Site 2. The abatement is subject to company performance requirements as outlined above and as will be more specifically detailed within the Tax Abatement Agreement. The project will result in an estimated $41,399,739.00 in new incremental property tax to the City associated with the Project being reduced by $30,757,535.00, resulting in the collection of $10,642,204.00 in net new incremental property tax revenue over the ten-year period following project completion. Reinvestment Zones: The proposed Tax Abatement Reinvestment Zone No. 113 and Tax Abatement Reinvestment Zone No. 114, City of Fort Worth, Texas (TARZ 113 and TARZ 114) for properties located at 15200 Heritage Parkway and 14601 Mobility Way in Fort Worth, Texas (Properties). A more detailed description of the Properties is included as Exhibit A to the attached Ordinance. Designating these areas as a reinvestment zone allows the City the option to enter into a tax abatement agreement with the Company to help facilitate development within the areas. As required by Chapter 312 of the Texas Tax Code, a public hearing must be conducted regarding the creation or expansion of a Reinvestment Zone. Notice of this hearing was delivered to the governing body of each affected taxing unit and published in a newspaper of general circulation at least seven days prior to this hearing. Pursuant to Chapter 312 of the Texas Tax Code, the areas encompassing the proposed TARZ 113 and TARZ 114 meet the statutory criteria for designation as a Tax Abatement Reinvestment Zone because the area is likely, as a result of the designation, to contribute to the retention or expansion of primary employment or to attract major investment in TARZ 113 and TARZ 114 that would be a benefit to the Property and that would contribute to the economic development of the City. Further, the proposed improvements and investments are feasible and practical and would be a benefit to the land to be included in the TARZ 113 and TARZ 114 and to the City after the expiration of any tax abatement agreement. The term of TARZ 113 and TARZ 114 will be five years from the date of adoption of the attached Ordinance and may be renewed for periods not to exceed five years each unless otherwise allowed by law. The project is located in COUNCIL DISTRICT 10. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that approval of this Tax Abatement 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 revenues will be incorporated in long-term financial forecast upon the Tax Abatement being officially granted. Submitted for City Manager's Office by; Jesica McEachern 5804 Originating Business Unit Head: Kevin Gunn 2015 Additional Information Contact: Cherie Gordon 6053 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 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. 2025-1315193 Wistron InfoComm (USA) Corporation El Paso, TX United States Date Filed: 05/27/2025 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: 3 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. WistronTA Tax Abatement Agreement 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary Wistron Corporation - Registered Office Zhubei City Taiwan Taiwan, X Wistron Corporation - Hsinchu Branch Office Hsinchu Taiwan Taiwan, Province X Wistron Corporation - Headquarters, NeiHu Taipei Taiwan Taiwan, Province of X Wistron Corporation - Hsichih Office New Taipei City Taiwan Taiwan, X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION Barry Pisano - ADP, Inc. / Consultant to Business Entity ,and my date of birth is My name is My address is 6 Sunset Court Freehold NJ 07728 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Middlesex County, State of NJ on the 27th day of May 20 25 (month) (year) n Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.e02d6221 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: tk) 1 ,,,, j M y1 l n h; U m nn (LAS n) Cry p ixra,+h o,n Subject of the Agreement: TOW �bq-k Mt1f Y'Cf rYle,✓1t li M&C ApprovedY b the Council.? * Yes 9No El If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑ If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0' No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Is a 1295 Form required? * Yes E(No ❑ Expiration Date: If applicable. *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) C�! `�' APR 20072 M 11: 3t *Indicates the information is required and if the information is not provided, the contract will be returned to the department.