Loading...
HomeMy WebLinkAboutRes 98-05 Approving an Economic Development Agreement with Fidelity InvestmentsRESOLUTION NO. 6" A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT WITH FIDELITY TEXAS LIMITED PARTNERSHIP; AUTHORIZING THE MAYOR OF THE TOWN OF WESTLAKE TO EXECUTE THE AGREEMENT ON BEHALF OF THE TOWN; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Fidelity Texas Limited Partnership has contracted to purchase an approximately 311 -acre tract of land (the "Property") in the Town of Westlake for the development of an office complex with accessory uses for Fidelity Texas Limited Partnership; and WHEREAS, on the 27'h day of July, 1998, the Board of Aldermen approved the rezoning of the Property to a `TD" Planned Development District zoning district; and WHEREAS, on the 3rd day of August, 1998, the Board of Aldermen approved a Tax Abatement Policy and an Economic Development Incentive Policy for the Town in order to attract long term investment and as the establishment of new jobs in the Town of Westlake and surrounding area; and WHEREAS, on the 3rd day of August, 1998, the Board of Aldermen approved the creation of a reinvestment zone on the Property which is known as Reinvestment Zone No. One (1), Town of Westlake, Texas; and WHEREAS, the Board of Aldermen believe that it is in the best interests of the citizens of the Town of Westlake to enter into an Economic Development Agreement with Fidelity Texas Limited Partnership in order to attract and induce Fidelity Texas Limited Partnership to establish an office complex within the corporate limits of the Town of Westlake, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the Economic Development Agreement by and between the Town of Westlake, Texas, and Fidelity Texas Limited Partnership attached hereto as Exhibit "1" and incorporated herein for all purposes is hereby approved and the Mayor of the Town of Westlake, Texas is hereby authorized to execute the same on behalf of the Town of Westlake, Texas. SECTION 2: That this Resolution shall become effective upon its passage and upon the occurrence of the last of the following events: (1) boundary disputes with the City of Fort Worth concerning the subject property and the Circle T Ranch have been settled; and RESOLUTION NO. 7 F' d PAGE 2 (Approving Economic Development Agreement — Fidelity) (2) the ordinance rezoning the subject property to "PD Planning Development Zoning District" takes effect. PASSED AND APPROVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 14TH DAY OF AUGUST, 1998_ CH ARLA BRADSHAW, MAYOR PRO TEM ATTEST: /&-- - I 6ingerCCrosswy, Town Qpretary APPROVED AS TO FORM: Paul C. Isham, Town Attorney ECONOMIC DEVELOPMENT AGREEMENT STATE OF TEXAS § COUNTIES OF DENTON AND TARRANT § This Economic Development Agreement ("Agreement"), is made and entered into as of the t day of August, 1998 (the "Effective Date"), by and between the Town of Westlake, Texas ("Town"), a municipal corporation of Denton and Tarrant Counties, Texas, duly acting herein by and through its Mayor, and Fidelity Texas, Limited Partnership, a Massachusetts limited partnership ("Fidelity Texas"). WITNESSETH: WHEREAS, the Town had adopted the Town of Westlake Economic Development Policy ("Economic Development Policy") and a Tax Abatement Policy ("Tax Abatement Policy"), by the passage of Ordinance No. 303 on the 3rd day of August, 1998, which is attached hereto as Exhibit "A" and incorporated herein for all purposes; and WHEREAS, the Town is a duly created and validly existing Type A General Law Municipality, created under the laws of the State of Texas, including particularly, but not by way of limitation, Chapter 51, Texas Local Government Code ("LGC"). WHEREAS, on the 3rd day of August, 1998,.the Board of Aldermen of the Town ("Board"), passed Ordinance No. 304 ("Ordinance"), which is attached hereto as Exhibit "B" and incorporated herein for all purposes, establishing Reinvestment Zone No. One, Town of Westlake, Texas ("Zone"), for commercial -industrial tax abatement and for other economic development purposes, as authorized by Chapter 312 of the Texas Tax Code ("Tax Code") and Chapter 380 of the LGC; and WHEREAS, the Economic Development Policy and Tax Abatement Policy constitute appropriate guidelines and criteria governing economic development agreements to be entered into by the Town as contemplated by Chapter 380 of the LGC and Chapter 312 of the Tax Code, providing for the availability of economic incentives for both new facilities and structures and for the contemplated expansion or modernization of existing facilities or structures; and WHEREAS, Fidelity Texas, as the prospective owner of the Land (herein defined), intends to develop and construct one (1) or more buildings on the Land, and the development and construction on the Land is expected significantly to enhance the economic and employment base of the Town; and WHEREAS, the Constitution and laws of the State of Texas, including, but not by way of limitation, Chapter 380 of the LGC, Chapter 312 of the Tax Code and the Texas Constitution REDAL:156864.5 20297-00040 authorize the Town to enter into economic development agreements and tax abatement agreements with companies such as Fidelity Texas; and WHEREAS, the Board finds that the improvements proposed for the Land are feasible and practical and would be of benefit to the Town; and WHEREAS, the Board finds that the terms of this Agreement, the Project (herein defined) and the proposed Qualified Facilities (herein defined) meet the applicable guidelines and criteria heretofore adopted by the Board and contained in the Economic Development Policy and Tax Abatement Policy; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Town and the Counties of Denton and Tarrant, the Board finds that it is in the best interest of the citizens for the Town to enter into this Agreement in accordance with the Tax Abatement Policy, the Economic Development Policy, the Tax Code and the LGC; and WHEREAS, a copy of this Agreement in proposed form has been furnished by the Town, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units (other than the independent school districts) in which the Land to be subject to this Agreement is located; NOW, THEREFORE, the Town and Fidelity Texas, for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, which consideration includes the attraction of major investment in the Zone and increased payroll that contributes to the economic development of the Town, the enhancement of the tax base in the Town and Denton and Tarrant Counties and the economic development and tax abatement incentives set forth herein below, as authorized by Chapter 380 of the LGC and Chapter 312 of the Tax Code, as amended, do hereby contract, covenant and agree as follows: Section 1. Definitions. Wherever used in this Agreement, the following capitalized terms shall have the meanings ascribed to them: "Affiliate" shall mean any entity that owns or controls, is owned or controlled by or is under common ownership or control with, Fidelity Texas or any entity the ownership of which is substantially the same as the ownership of FMR Corp. "Board" shall mean the Board of Aldermen of the Town. "Data Center" shall mean a special use facility or facilities within the Qualified Facilities designed to accommodate the data processing, computer services and telecommunications management requirements of Fidelity (herein defined) and does not include desk -top personal computers and related support software dedicated to the non -data center general office environment. REDAL:156864.5 20297-00040 2 "Floor Area Ratio (FAR)" shall mean the ratio of floor area to lot area. "Floor area" means the total area of all floors of all buildings on a lot or unified development site measured between the outer perimeter walls of the buildings excluding (i) area in a building or in a separate structure (whether below or above -grade) used for the parking of motor vehicles, (ii) courts or balconies open to the sky, and (iii) roof area used for recreation. "Lot area" means the gross site area excluding only (i) public roadways, and (ii) the Town edge landscape zone. "Fidelity" shall mean Fidelity Texas and any Affiliate, individually and collectively, whether one or more, to the extent that such entities now own or hereafter acquire an interest in all or any portion of the Land, Qualified Facilities or the Project pursuant to Section 6 hereof and each in its capacity as owner of the Qualified Facilities, the Project, or any portion thereof, as the case may be. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of Fidelity, including, without limitation, acts of God, or the public enemy, war, riot, civil commotion, insurrection, governmental or de facto governmental action (unless caused by acts or omissions of Fidelity), fire, explosions or floods, and strikes. "Land" shall mean the parcel(s) of land which is more particularly described in Exhibit "C" which is attached hereto and incorporated herein for all purposes. "Minimum Threshold Eligibility Requirements" shall mean (i) the construction and maintenance of a minimum of five hundred thousand (500,000) gross square feet of total structures on the Land which may be occupied by employees (i.e., excluding parking structures or parking areas within structures); (ii) the employment of at least one thousand (1,000) employees located within the Project; and (iii) the expenditure of no less than $75,000,000 on the Project. "Phase" shall mean each portion of the Project, as developed in such order and containing such acreage as Fidelity, in its sole discretion, may determine. "Phase V shall mean the first portion of the Project to be developed, which shall be not more than .05 FAR. "Project" shall mean the infrastructure and improvements and/or modifications approved under the Town's Planned Development Regulations and to be constructed on the Land by Fidelity or Board approved successors or assigns, and includes Qualified Facilities. "Qualified Facilities" shall mean the buildings and other structural components of the corporate facility to be constructed by Fidelity on the Land; a single building which constitutes a part of the Qualified Facilities may be referred to as a "Qualified Facility." "Services Requirement Notice" shall mean a written notice given in connection with Section 7 hereof from Fidelity to the Town stating Fidelity's intent to construct additional Qualified Facilities, specifying the additional portion of FAR anticipated to be achieved in such Phase REDAL:156864.5 20297-00040 3 and specifying a date when the additional infrastructure improvements or capacity are needed. for such Phase. Section 2. General Provisions. A. The Qualified Facilities are not, and shall not be, an improvement project financed by tax increment bonds. B. The Land is not owned or leased by any member of the Board, any member of the Planning and Zoning Commission of the Town or any member of the governing body of taxing units with jurisdiction over the Land. C. This Agreement is intended to comply with the requirements of the LGC and the Tax Code and is authorized by the Texas Property Redevelopment and Tax Abatement Act of the Texas Tax Code, Chapter 312, by the Economic Development Policy, the Tax Abatement Policy and by the resolution of the Board authorizing execution of this Agreement. The Town represents that it has due authority to enter into this Agreement and to take actions under the laws cited in the preceding sentence. Section 3. Term. This Agreement shall remain in full force and effect between the Town and Fidelity for a maximum term of seventeen (17) years; provided, however, that the shorter time periods specified in Sections 8, 9, 10, 11, 12, 13 and t6 hereof shall control for the purposes of such Sections. The tax abatements, grants and sales tax rebates and other economic development incentives granted hereby to Fidelity for the Qualified Facilities or the Project shall continue for the duration of the term of this Agreement and, once all applicable conditions specified herein have been fulfilled, shall not be lost through Force Majeure events or circumstances beyond the reasonable control of Fidelity, except to the extent otherwise specified in Section 5 hereof. Section 4. Records and Inspections. A. Not later than February 15 of each year during the term of this Agreement, Fidelity shall certify to the Town (i) the number of employees located within the Qualified Facilities as of January 1 of such year, and (ii) if changed from the previous year, the aggregate number of gross square feet of office space contained in the Qualified Facilities as of January 1 of such year, as reasonably calculated by an architect retained by Fidelity. B. At all times throughout the term of this Agreement, the employees of the Town shall have reasonable access to the Qualified Facilities, during normal business hours and upon at least five (5) business days' prior written notice to Fidelity, for the purpose of inspecting same to ensure that the Qualified Facilities are maintained in accordance with the specifications and conditions of this Agreement; provided, however, that Fidelity shall have the right to accompany Town employees on any such inspection and that such inspection shall be conducted in a manner which does not breach Fidelity's security procedures and which is least disruptive of Fidelity's employees and business operations. REDAL:156864.5 20297-00040 4 C. Fidelity shall also provide Town in a timely manner reasonably satisfactory evidence of all sales taxes paid for which Fidelity seeks a rebate pursuant to Section 16 below. Section 5. Breach and Remedy. A, The occurrence of the following conditions shall constitute an event of default ("Event of Default") hereunder: (i) the Qualified Facilities for which Fidelity has received an abatement hereunder fail to be occupied in accordance with the Minimum Threshold Eligibility Requirements at any time subsequent to February 15, 2001; or (ii) Fidelity fails to comply with any of the material terms or conditions of this Agreement, and any such failure (hereinafter, a "breach") specified in either clause (i) or (ii), above, remains uncured for ninety (90) days following Fidelity's receipt of written notice (the "Breach Notice") from the Town, delivered in accordance with Section 18 hereof, of the event and nature of such breach; provided, however, that if such breach is not reasonably susceptible of cure within such ninety (90) day period and Fidelity has commenced and is continuing to pursue the cure of such breach, then after first advising the Board of such cure efforts, Fidelity shall automatically receive an additional ninety (90) day period within which to cure such breach. The Board may authorize additional time to cure any such breach, but is not obligated to grant such additional time. Notwithstanding anything expressed or implied herein to the contrary, no Event of Default shall exist if the failure of Fidelity to fully perform its obligations hereunder is the result of a Force Majeure event. Further the time for cure of a breach by Fidelity shall be extended by the reasonable time Fidelity is delayed by a Force Majeure event. B. Upon the occurrence and during the continuation of any uncured Event of Default, the Town shall have the right, to suspend the tax abatements and grants specified in Sections 12 and 13 hereof, pursuant to a notice (the "Suspension Notice") delivered in accordance with Section 18 hereof, and thereafter to receive from Fidelity, as liquidated damages, a sum equal to (i) the amount of all ad valorem taxes which were assessed against the Qualified Facilities and which would have been paid to the Town by Fidelity but for this Agreement, for each year in which the Event of Default occurred and was continuing, without the benefit of abatement (after taking into account any applicable exemptions), and (ii) interest thereon charged at the rate of four and one-half percent (4.50%) per year and calculated for the period commencing on the date such taxes would have been delinquent and continuing through the date of payment of such liquidated damages. The calculation of liquidated damages shall not include any penalties or late charges. Such liquidated damages shall be due and payable to the Town within thirty (30) days of the receipt by Fidelity of the Suspension Notice. 1f the Town delivers a Suspension Notice pursuant to this Section 5, then Fidelity shall thereafter have no right to receive the tax abatements and grants specified in Sections 12 and 13 hereof unless and until Fidelity has cured the breach or breaches specified in the Breach Notice. C, The failure of Fidelity to reimburse the Town the amounts owed pursuant to Section 7.E. of this Agreement shall entitle the Town to damages in such amounts together with interest thereon at the rate of four and one-half percent (4.50%) per annum. REDAI,:156864.5 20297-00040 5 D. In the event of a "Material Breach" (as defined herein) by Fidelity, in addition to the other remedies available to Town as set forth in this Agreement, Town may terminate this Agreement and, except as otherwise provided by law or by Section 17 of this Agreement, Town shall have no further obligation to Fidelity under this Agreement. "Material Breach" for purposes of this Agreement shall mean: (i) the employment of less than 500 persons at the Qualified Facilities; or (ii) the filing of a bankruptcy or insolvency proceeding by Fidelity. E. The remedies of Town provided herein are exclusive; all other remedies of Town including, without limitation, the remedy of specific performance, being hereby waived. Section 6. Sale Assignment or Lease of Propea. Fidelity shall have the right, without the Town's consent, to transfer, convey or lease all or any portion of the Land, the Project or the Qualified Facilities to one or more Affiliates and, in connection therewith, to assign to such Affiliates all or any portion of Fidelity's rights and obligations under this Agreement, provided that each assignee assumes the applicable terms and conditions of this Agreement. All other assignments of all or any portion of Fidelity's rights and obligations under this Agreement shall require the prior approval of the Board. Fidelity shall notify the Town pursuant to Section 18 of any proposed assignment requiring the Board's approval at least fifteen (15) days prior to the proposed effective date of such assignment Any Affiliate or other party to whom any transfer, conveyance, lease or assignment is made with Board approval in accordance with this Section 6 shall be included within the definition of "Fidelity" for purposes of this Agreement. Section 7. Water Water Storage, Drainage and Wastewater. A. The Town agrees to enter into a contract, on or before January 15, 1999, with the City of Fort Worth, Texas or other comparable service provider reasonably acceptable to Fidelity, and to enter into a contract with Fidelity thereafter, for the delivery, commencing not later than September 30, 1999, of potable water of sufficient capacity and pressure to serve Phase I of the Project. Upon delivery of a Services Requirement Notice by Fidelity to Town of Fidelity's requirement of potable water of sufficient uses and capacity to serve planned additional Phases up to the approved .375 FAR, Town and Fidelity within thirty (30) days following such notice shall agree upon the reasonably anticipated costs to the Town of providing such capacity. Within four (4) months from the Town's receipt of such Services Requirement Notice, Town agrees to enter into a contract with the City of Fort Worth, Texas or other comparable service provider reasonably acceptable to Fidelity, and to enter into a contract with Fidelity within thirty (30) days thereafter, for the delivery of potable water of sufficient reserve capacity and pressure to serve Fidelity's needs as set forth in the notice. The aforesaid delivery shall occur by the later of the date specified in the notice or twelve. (12) months following receipt by Town of such Services Requirement Notice. The Town agrees to provide or arrange for the engineering and construction of all off-site facilities, (including without limitation transmission lines, pumping stations, ground storage facilities and other system components) which meet Fidelity's requirements for capacity, force, '`�`' pressure and location to adequately serve the size of development capacity approved by the iJ �r e�h(,,:,,,r,,,..� Zi- , (W dew -. REDAL: ] N . 20 / 7-000 t la.,r`A Town for the Project. If the Town's Master Plan currently specifies system components that do not satisfy Fidelity's requirements, then the Town agrees to amend the provisions of the Master Plan regarding such system components to incorporate Fidelity's requirements. Fidelity's cost for such water improvements shall not exceed its proportionate share based on its projected utilization of capacity. B. Town agrees to provide and arrange for the design and construction of water storage with capacity and at a location sufficient to serve the size of development capacity approved by the Town for the Project with adequate fire protection. Such construction for Phase I shall be substantially completed on or before September 30, 1999. Upon delivery of a Services Requirement Notice by Fidelity to the Town of Fidelity's requirement of water storage of sufficient capacity to serve planned additional Phases up to the approved .375 FAR, Town and Fidelity within thirty (30) days following such notice shall agree upon the reasonably anticipated costs to the Town of providing such capacity. Within four (4) months from the Town's receipt of such Services Requirement Notice, the Town agrees to enter into such contracts as are necessary for the delivery of water storage of sufficient capacity to serve Fidelity's needs as set forth in the notice. The aforesaid delivery shall occur by the later of the date specified in the notice or eighteen (18) months following receipt by Town of such Services Requirement Notice. Fidelity's costs for such water storage shall not exceed its proportionate share based on its projected utilization of capacity. C. Town agrees to assist Fidelity in the development of necessary floodplain and hydraulic studies that will provide sufficient information to enable Fidelity, at its expense, to design and construct any detention facilities required for the Project. Fidelity's costs for such facilities will not exceed its proportionate share based on utilization of capacity and, to the extent there is utilization of the detention facility by anyone other than Fidelity, the Town agrees, promptly after the receipt of any invoice therefor, to reimburse Fidelity for the costs of such facilities in excess of Fidelity's proportionate share thereof. However, as long as the Town does not allow an increase in downstream flow, no off-site facilities are anticipated. D. The Town agrees to enter into a wholesale wastewater treatment contract, on or before January 15, 1999, with the Trinity River Authority of Texas or other comparable service provider sufficient to serve Phase I of the Project, with wastewater treatment under the contract to commence not later than September 30, 1999. Upon delivery of a Services Requirement Notice by Fidelity to the Town, of its requirement of wastewater treatment capacity to serve planned additional Phases up to the approved .375 FAR, Town and Fidelity within thirty (30) days following such notice shall agree upon the reasonably anticipated costs to the Town of providing such capacity. Within four (4) months from the Town's receipt of such Services Requirement Notice, the Town agrees to enter into a contract with the Trinity River Authority of Texas or other comparable service provider reasonably acceptable to Fidelity, and to enter into a contract with Fidelity within thirty (30) days thereafter, for the delivery of wastewater treatment of sufficient capacity to serve Fidelity's needs as set forth in the notice. The aforesaid delivery shall occur by the later of the date specified in the notice or twelve (12) months following receipt by Town of such Services Requirement Notice. The Town agrees to provide or arrange for the engineering and construction of all off-site facilities for the collection of wastewater (including without REDAL.;156864.5 20297-00040 7 limitation collection mains, lift stations and other system components) to adequately serve the size of development capacity approved by the Town for the Project. If the Town's Master Plan currently specifies system components that do not satisfy Fidelity's requirements, then the Town agrees to amend the provisions of the Master Plan regarding such system components to incorporate Fidelity's requirements. The Town agrees not to assess Fidelity fees for wastewater service for the Project until Fidelity initiates wastewater service for the Project. Wastewater collection and treatment service will be charged to Fidelity via normal city-wide utility rates, based upon amount of sewage collected and treated, on a non-discriminatory basis with all other commercial users serviced by or through the Town. Fidelity's costs for such wastewater treatment shall not exceed its proportionate share based on its projected utilization of capacity. E. In the event that Fidelity provides a Services Requirement Notice, then Fidelity shall commence construction of the Phases for which such notice was applicable within two (2) years (extended by any periods of delay occasioned by Town) of completion by the Town of the services, capacity or improvements specified in the notice and Fidelity shall thereafter diligently proceed with the construction of such Phases. If Fidelity does not fulfill its obligation set forth in the preceding sentence, then within thirty (30) days of written notice from Town of a breach by Fidelity of this Section 7.E, Fidelity shall reimburse the Town for the costs incurred by the Town in providing such capacity or improvements, such costs not to exceed the amount previously agreed by Town and Fidelity, together with interest at the rate of four and one-half percent (4.5%) per annum since completion by Town of the services, capacity or improvements specified in the notice. F. Fidelity may deliver multiple Services Requirement Notices with respect to each of subsection 7.A, 7.13 and 7.13 above, provided that the total FAR for which notices are delivered does not exceed .3 75. Section 8. Reimbursement or Waiver of Fees. A. Town agrees to waive or reimburse all pre -application, application, development, filing, permit, inspection, review and tap fees set forth on Exhibit "D" attached hereto and incorporated herein to the extent that they exceed reasonable actual costs of outside consultant's fees to the Town, and to reimburse to Fidelity promptly after the execution and delivery of this Agreement any such previously paid fees. Town agrees that Fidelity shall pay no fees for water, sewer or drainage services attributable to any property other than the Land, and that if Fidelity pays all or a portion of any fee that is attributable to any property other than the Land, the Town will refund such fee or portion thereof to Fidelity as provided by law. B. Transportation mitigation measures more particularly described in PD Ordinance No. 2, Article III, Section 1, Illustration 1, made by Fidelity or any third parties, shall be deemed to satisfy all impact fees for transportation related matters in accordance with Section 395.018 of the LGC. However, Fidelity shall reimburse the Town for any reasonable expenditures made by the Town in connection with the construction or installation of mitigation measure(s) listed in Illustration 1- REDAL:156864.5 20297-00040 8 C. All capital impact fees assessed by Town against Fidelity for all phases of the Project other than Phase 1, and all transportation mitigation measures referenced in Section 8(B), above, shall be made in strict compliance with Chapter 345 of the LGC, and Fidelity does not waive, and hereby expressly retains, all rights to challenge any future impact fee assessed by the Town. D. The Town agrees that Fidelity shall be exempted from capital recovery fees for Phase I, regardless of when imposed, based upon such costs for ten (10) years from the effective date of this Agreement. Town agrees to waive all impact fees assessed or assessable against Phase I. E. If Fidelity is required to advance the costs of Town's share of oversized facilities for water, drainage or wastewater, Town agrees to repay Fidelity in full for Town's share of such costs within five (5) years of the date the oversized facilities are accepted by Town (such acceptance not to be unreasonably withheld, conditioned or delayed) plus interest on all outstanding amounts at the rate of four and one-half percent (4.50%) per annum. Section 9. Permitting Process. Town agrees that any permit or application submitted in connection with the Qualified Facilities that requires action by the Town, including, but not limited to, applications for: a) zoning; b) site plan and plat approval; C) building permits; d) certificates of occupancy; and e) water, sewer and/or drainage improvements or connections shall be entitled to priority and shall be reviewed and approved as expeditiously as possible. The Town agrees that if an outside contractor or consultant is responsible for reviewing and/or approving applications and/or permits, and such contractor or consultant does not approve or disapprove such application and/or permit within sixty (60) days, then Fidelity has the right to cause Town to promptly select a replacement contractor or consultant to review such application and/or permit on an expedited basis. In the event that an application and/or permit requires action of the Board, the Planning and Zoning Commission or another board, commission or committee of the Town, the Town agrees to place the item for approval on the agenda of the Board, the Planning and Zoning Commission or another board, commission or committee of the Town within thirty (30) days of the filing of such application with the Town. The term of any and all permits issued or deemed approved by the Town for any phase of construction on any portion of the Qualified Facilities shall be deemed to commence when such permit or permits are issued. The terms and conditions of this Section 9 shall be for a term of ten (10) years, commencing on the Effective Date. "DAL: 156864.5 20297-00040 9 Section 10. Mutual Assistance. The Town hereby consents to and agrees to cooperate with Fidelity in promptly filing, whether solely or in conjunction with such parties, any and all applications with county, state or federal agencies for grants, loans or other economic, non -economic, and infrastructure cost assistance, to benefit the Project and to create reinvestment and/or enterprise zones, if requested by Fidelity. The terms and conditions of this Section 10 shall be for a term of ten (10) years, commencing on the Effective Date. Section 11. Acquisition of Property. A. The Town agrees to acquire or provide to Fidelity all property (including but not limited to fee interests, leasehold interests and easements) required for the infrastructure improvements described in Section 7 hereof to facilitate the construction of the Qualified Facilities and the Project, provided that such property is acquired in accordance with State laws regarding the purchase or condemnation of the property of third parties, and provided the Town is reimbursed by Fidelity for all acquisition costs for such property, including land costs, attorneys fees and court costs. The terms and conditions of this subsection shall be for a term of ten (10) years, commencing on the Effective Date. B. The Town also agrees not to institute condemnation proceedings, platting or any other method to obtain public right-of-way, open space or hike and bike trails within the Project. The term "public right-of-way" as used in this section shall not include utility easements obtained during platting or other development application process. The terms and provisions of the preceding sentence shall be for the term of this Agreement and, if agreed by the Board, shall survive the expiration or earlier termination of this Agreement. Section 12. Tax Abatement and Rebate. A. The parties acknowledge that the Town does not currently levy ad valorem taxes against real or personal property within the Town, and the Town does not anticipate levying such taxes in the foreseeable future. As a material inducement to Fidelity to construct the Qualified Facilities, the Town hereby agrees to grant abatements and rebates to Fidelity in the event ad valorem taxes are enacted in the future in the following manner. The Town agrees to grant a tax abatement of eighty percent (80%) [such that Fidelity shall pay twenty percent (20%)] of all real and personal property ad valorem taxes assessed by the Town which may be abated under Ch. 312 of the Tax Code and which are associated with each Qualified Facility constructed within a five-year period commencing with the issuance of a certificate of occupancy for the first building within the Project, or July 31, 2000, whichever is earlier. 2. The Town agrees to grant a rebate of fifty percent (50%) of the twenty percent (20%) of the ad valorem taxes that are not abated under subsection A.1 for the period of the abatement. REDAL:356864.5 20297-00040 10 B. The term of the tax abatement and rebate for each building constructed within the period specified in subsection A.1 shall extend for a maximum period of ten (10) years from the date of issuance of the initial certificate of occupancy for such structure. The actual term for the tax abatement and rebate shall be the length of time measured from the date of adoption of an ad valorem tax by the Town of Westlake until the end of such ten (10) year maximum abatement and rebate period described above. C. All rebates referenced herein shall be paid to Fidelity within thirty (30) days of the receipt by the Town from Fidelity of proof of payment of the ad valorem tax. Section 13. Grants. Town recognizes that the abatements and rebates of future ad valorem taxes, as provided in Section 12, above, constitute a material inducement to Fidelity to construct the Qualified Facilities. If the Town elects to levy ad valorem taxes against real or personal property within the Town and the tax abatement and rebate provisions contained in Section 12 hereof are determined to be unenforceable or unlawful or are rendered unenforceable or unlawful by the passage of any federal or state law, Town shall make, and hereby makes, economic development grants to Fidelity, such grants to equal the amount of the ad valorem taxes that otherwise would have been abated and rebated in accordance with Section 12 hereof and such grants shall remain in effect for the same period tax abatements would have been in effect pursuant to subsection 12.13 above. Section 14. Right of Protest. A. Fidelity shall have the right to protest, contest or litigate: (a) any assessment of the value of the Project by any appraisal district which appraises real or personal property on all or any part of the Project; and, (b) any tax imposed on the Project by any taxing authority. The tax abatement (or, if applicable, the grants) provided for herein shall be applied to the amount of taxes finally determined to be due as a result of any such protest, contest or litigation. B. Notwithstanding anything to the contrary, expressed or implied in this Agreement, Fidelity shall have the right to protest, contest or litigate any and all capital impact fees, development fees, ad valorem taxes and any other taxes, fees or charges which may be levied or assessed by the Town or any other entity on the Project or Fidelity's operations at the Project. Section 15. Annual Application for Tax Exemption. It shall be the responsibility of Fidelity, pursuant to Section 11.43 of the Tax Code, if any, to file an annual exemption application form with the chief appraiser for each appraisal district in which the Project has situs. Section 16. Sales Tax Rebate. A. Fidelity shall receive a one hundred percent (100%) rebate of done percent (1%0) local sales taxes (but specifically excluding sales taxes levied against telephone services) collected within the applicable sales tax rebate period for all building materials and other taxable ,30--, REDAL;156864.5 20297-00040 11 property and services affixed to the Qualified Facilities, specifically excluding, however, sales taxes associated with the purchase of personal property not affixed to the Qualified Facilities. The sales tax rebate period shall be for a period of ten (10) years and commence on the acquisition of the Land by Fidelity and shall expire for each building that comprises any portion of the Qualified Facilities on the date that is thirty-six (36) months following the date the Town issues a building permit for the construction of such building. B. In addition to the rebate contained„i� Section 16.A above, Fidelity shall also receive a rebate of a portion of one percent (1% local sales taxes (but specifically excluding sales taxes 4 levied against telephone services) collected_ach full year within the Data Center Rebate'` 4 - Period (herein defined) in connection with the purchase or lease of equipment necessary to support its ongoing operation of the Data Center within the Qualified Facilities, such rebate, to be calculated on an annual basis in accordance with the sliding scale set forth on Exhibit "E" attached hereto and incorporated herein. The "Data Center Rebate Period" shall commence when a certificate of occupancy is issued for the Data Center within the Qualified Facilities and shall remain in effect for the next full ten (10) years thereafter. The Town agrees that Fidelity shall not be precluded by this Agreement from requesting additional sales tax rebates in connection with the construction or operation of the Data Center. The Town agrees, upon the request of Fidelity, to discuss any additional sales tax rebates proposed in connection with the construction or operation of the Data Center, but any decision to increase the amount of sales tax rebates is within the sole discretion of the Town. C. Except as set forth in this Agreement, Fidelity shall not be entitled to any other sales tax rebates in connection with the Project. D. All rebates referenced herein shall be paid to Fidelity within thirty (30) days of the end of r.,J each calendar quarter from the sales taxes received by the Town6o_i the State of Texas. pjLj The amount to be rebated shall be determined based on the evidence referenced in Section 4(C), above, with the exception that any rebates attributable to any building that comprises any portion of the Qualified Facilities shall not be payable prior to the issuance of a building permit for such portion of the Qualified Facilities. Section 17. Benefits of Ownership. The benefits to the Land and the Project set forth in Section 7 hereof, in accordance with the applicable law of the State of Texas and also in accordance with the express intent of the parties to this Agreement, run with the land and such benefits are not personal to Fidelity Texas or any other party. Further, it is expressly agreed that the satisfaction of impact fees attributable to the transportation mitigation measures described in subsection 8.11 shall inure to the benefit of any subsequent owner of the Land, the Project or any portion thereof. All other benefits or incentives granted by this Agreement, including without limitation the tax abatements, grants and sales tax rebates, are, and shall be construed to be, personal to Fidelity Texas or Affiliates and consequently may not be assigned, transferred or conveyed to any other parry without the express written consent of the Town. REDAL:156864.5 20247-00040 12 Section 18. Notice. Any notice, demand, or other communication required to be given or to be served upon any party hereunder, shall be void and of no effect unless given in accordance with the provisions of this Section. All notices shall be in writing and shall be delivered personally or sent by overnight courier service, by certified or registered mail, postage pre -paid, or by facsimile transmission and shall be deemed received, in the case of personal delivery, when delivered, in the case of overnight courier service, on the next business day after delivery to such service, in the case of mailing, on the third day after mailing (or, if such day is a day on which deliveries of mail are not made, on the next succeeding day on which deliveries of mail are made) and, in the case of facsimile transmission, upon transmittal. All notices, demands and other communications shall be given to the parties hereto at the following addresses: Fidelity: Doug Reed 400 E. Las Colinas Blvd. Irving, Texas 75039 With Copies to : David Lucey FMR Corp. 82 Devonshire Street Mail Zone N7A Boston, Massachusetts 02109 Kourosh Panahy P.O. Box 650078 Dallas, Texas 75265-0078 Town: Town of Westlake 3 Village Circle, Suite 207 Westlake, Texas 76262 With copy to: Paul Isham 1408 W. Abram, Suite 103 Arlington, Texas 76013 Each party may change the address to which notice may be sent to that party by giving notice of such change to the other parties in accordance with the provisions of this Agreement. RE.DAL:156864.5 20297-00040 13 Section 19. Town Authorization. This Agreement was authorized by resolution of the Board that was approved by the affirmative vote of a majority of the Board at its regularly scheduled Board meeting on the _ day of August, 1998, authorizing the Mayor to execute this Agreement on behalf of the Town. Town represents and warrants to Fidelity that Town may lawfully perform its obligations under this Agreement. Simultaneously with the execution of this Agreement, Town shall cause an outside qualified municipal finance attorney, to issue a legal opinion addressed to and for the benefit of Fidelity to the effect that this Agreement constitutes the legal, valid and binding obligation of the Town. Section 20. Fidelity Authorization. The individual executing this Agreement on behalf of Fidelity represents to the Town that all appropriate and necessary action has been taken to authorize such individual to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement, and that such authorization is valid and effective on the date hereof. Section 21. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Section 22. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose, and each party agrees to promptly execute and deliver any estoppel certificate requested pursuant to this Section. The certificate, which will upon request be addressed to Fidelity, or a lessee, purchaser or assignee of Fidelity, shall include, but not necessarily be limited to, statements (qualified to the best knowledge of the party providing the estoppel) that this Agreement is in full force and effect without default (or if a default exists, the nature of such default and any curative action which should be undertaken to cure same), the remaining term of this Agreement, and such other matters reasonably requested by the party(ies) to receive the certificate. Any such certificate on behalf of the Town shall be executed by the Mayor of the Town. Section 23. Applicable Law. This Agreement shall be construed under the laws and court decisions of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant and Denton Counties, Texas. RE➢AL:156864.5 20247-00040 14 Section 24. Recordation of Agreement. A copy of this Agreement in recordable form may be recorded by either parry in the Real Property Records of Tarrant and Denton Counties, Texas. Section 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter contained herein, supersedes any prior understanding or written or oral tax abatement agreements or representations between the parties regarding the matters contained herein, and can be modified only by a written instrument subscribed to by both parties. This Agreement may be executed in multiple counterparts, each of which shall be considered an original for all purposes. Section 26. Successors and Assigns. Subject to the provisions of Section 6 hereof, this Agreement shall be binding on, and shall inure to the benefit of, the legal representatives, successors and assigns of the Town and Fidelity. Section 27. Further Assurances. Town and Fidelity shall timely take all actions reasonably necessary and/or appropriate to carry out the terms and provisions of this Agreement, and to aid and assist each other in carrying out the terms and provisions of this Agreement to allow for the full development of the Project. Section 28. Boundary Dispute Resolution. Notwithstanding anything to the contrary expressed or implied in this Agreement, this Agreement is expressly conditioned upon, and shall not be effective until, the Westlake Litigation (defined below) is Resolved (defined below). A. The "Westlake Litigation" means the pending litigation which is identified as action numbered 17-169048-97 in the 17th District Court of Tarrant County, Texas, styled "Town of Westlake vs. City of Fort Worth, et al." and which is now the subject of an appeal numbered 02 -98 -00047 -CV in the Court of Appeals for the Second District of Texas in Fort Worth, Texas; and B. "Resolved" means that, by entry of a court order, judgment, or otherwise in the Westlake Litigation that is final and not subject to appeal, the Land is no longer subject to any claims or causes of actions under the Westlake Litigation and as a result of such Resolution, the Land is located in the corporate limits of the Town of Westlake. [SIGNATURE PAGES FOLLOW] REDAL:156864.5 30297-00040 15 EXECUTED to be effective as of the date first set forth above. ATTEST: By: Its: Town Secretary APPROVED AS TO FORM: By: PaulIsham Its: Town Attorney TOWN OF WESTLAKE, TEXAS, a municipal corporation By - Name: Title: Mayor, Town of Westlake FIDELITY TEXAS, LIMITED PARTNERSHIP, a Massachusetts limited partnership a , its General Partner By:_ Name: Title: REDAL:156864,5 20297-00040 16 THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on , Monday, August 10, 1998, by , the Mayor of the Town of Westlake, Texas, a municipal corporation, on behalf of said municipal corporation. Notary Public in and for the State of Texas Printed/Typed Name of Notary My Commission Expires: THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on , Monday, August 10, 1998, by the of , a , the General Partner of Fidelity Texas, Limited Partnership, a Massachusetts limited partnership, on behalf of said limited partnership. Notary Public in and for the State of Texas Printed/Typed Name of Notary My Commission Expires: REDAL:156864.5 20297-00040 17 Exhibit "A" Ordinance Adopting Economic Development and Tax Abatement Policy REDAL:156864.5 20247-40040 A-1 ORDINANCE NO. AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, ADOPTING A TAX ABATEMENT POLICY AND AN ECONOMIC DEVELOPMENT INCENTIVE POLICY FOR THE TOWN; PROVIDING A SEVERABILITY CLAUSE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the attraction of long term investment and the establishment of new jobs in the Town of Westlake C'Town") by virtue of the creation and adoption of an economic development incentive policy would enhance and promote local economic development and will stimulate business and commercial activity in the Town and enhance the economic base of area taxing entities; and WHEREAS, the creation and adoption of a tax abatement policy will contribute to the retention or expansion of primary employment and will attract major investment in the Town's reinvestment zones, will benefit property located within those zones and will contribute to economic development and will stimulate business and commercial activity in the Town; and WHEREAS, the Town must complete with other communities across the nation currently offering tax inducements to attract new plant and development projects; and WHEREAS, the grant of economic incentives including tax abatements and refunds is one of the principal means by which the public sector and the private sector can forge a partnership to promote real economic growth within a community; and WHEREAS, any economic development incentives offered must be strictly limited in application to those new and existing industries and operations that bring new wealth to the community in order to avoid reducing the needed tax revenues of area taxing jurisdictions; and WHEREAS, Chapter 380 of the Texas Local Government Code authorizes municipalities to provide economic development programs, including programs for making loans and grants of public money and providing personnel and services of the municipality, as an inducement for the development or redevelopment of property within the municipality; and WHEREAS, IEREAS, Chapter 312 of the Texas Tax Cade authorizes municipalities to adopt guidelines and criteria for granting tax abatements; and WHEREAS, the Board of Aldermen of the Town of Westlake, Texas desire to establish guidelines and criteria for tax abatements and other economic development incentive programs; NOW, THEREFORE, ORDINANCE NO. 303 PAGE 2 BE IT ORDAINED BY THE CITY COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct and are incorporated herein in their entirety. SECTION 2: That the Tax Abatement Policy attached hereto as Exhibit "1" and incorporated herein is hereby adopted as the Tax Abatement Policy for the Town of Westlake, Texas. SECTION 3: That the Economic Development Incentive Policy attached hereto as Exhibit "2" and incorporated herein is hereby adopted as the Economic Development Incentive Policy for the Town of Westlake, Texas. SECTION 4: That the terms and provisions of this Ordinance shall be deemed to be severable and that if the validity of any section, subsection, sentence, clause or phrase of this Ordinance should be declared invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity of any other section, subsection, sentence, clause or phrase of this Ordinance. SECTION 5: This ordinance shall become effective from and after its date of passage. PASSED AND APPROVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAYE, TEXAS ON THIS 3rd DAY OF AUGUST, 1998. i 1 , I • r'I , ATT ST: nger osswy, Town Secr t ry APPROVED AS TO FORM: Paul C Isham, Town Attorney TOWN OF WESTLAKE ECONOMIC DEVELOPMENT POLICY WHEREAS, the attraction of long term investment and the establishment of new jobs in the Town of Westlake ("Town') would enhance the economic base of area taxing entities; and WHEREAS, the Town must compete with other communities across the nation currently offering tax inducements to attract new plant and development projects; and WHEREAS, the grant of economic incentives including tax abatements and refunds is one of the principal means by which the public sector and the private sector can forge a partnership to promote real economic growth within a community; and WHEREAS, any economic development incentives offered must be strictly limited in application to those new and existing industries that bring new wealth to the community in order to avoid reducing the needed tax revenues of area taxing jurisdictions; and WHEREAS, Chapter 380 of the Texas Local Government Code authorizes municipalities to provide economic development programs, including programs for making loans and grants of public money and providing personnel and services of the municipality, as an inducement for the development or redevelopment of property within the municipality; NOW, THEREFORE, the following is the "Economic Development Incentive Policy" for the Town of Westlake, Texas: SECTION 1: Definitions A. "Abatement" means the full or partial exemption from ad valorem taxes of certain properties for economic development purposes pursuant to the Act. B. "Agreement" means a contractual agreement between a property owner and the Town for the purpose of providing one or more economic development programs. Sometimes referred to as a "380 Agreement". C. "Expansion" means the addition of buildings, structures, fixed equipment or machinery for the purpose of increasing production capacity. D. "1?acilit " means property improvements completed or in the process of construction which together comprise an integral whole. E. "Modernization" means the replacement and upgrading of existing facilities which increases the productive input or output, updates the technology, or substantially lowers the unit cost of the operation, and extends the economic life of the facility. Modernization may result from the construction, alteration, or installation of buildings, structures, fixed machinery, or equipment. It shall not be for the purpose of reconditioning, refurbishing, repairing, or completion of deferred maintenance. F. "New Facilit " means a property previously undeveloped which is placed into service by means other than, or in conjunction with, expansion or modernization. G. "Pro ram" means the "Economic Development Program" established by the Town by the adoption of these guidelines and criteria. H. "Program Pa ment" means the amount paid by the Town to a property owner pursuant to the Program. I. "Property Tax Revenues" means the amount of property tax collected by the Town on real and personal property owned or leased by a property owner entering into an Agreement. J. "Sales Tax Revenues" means the amount of sales tax collected by the Town as a direct result of property owner's location in the Town, and consists of two specific components: (a) The Town's share of all sales tax collected by property owner, whether or not the sale resulting in the tax was made by property owner ("Sales Tax Collected"), and (b) The Town's share of sales and use tax paid by property owner, including sales/use tax paid directly by property owner under its direct pay permit, excluding the amount of sales/use tax paid on utilities used by property in its facilities, and any other sales/use tax paid by property owner which property owner is able to document results in sales/use tax revenue to the Town ("Sales/Use Tax Paid"). SECTION 2: Economic Development Program Authorized A. Authorized Facilities: A facility may be eligible for the Town's Economic Development Program if it will be occupied by a business or industry given priority by the Town, and results in new facilities, expansion of existing facilities, or modernization of existing facilities. B. Eligible Property: The Economic Development Program may be applied to improvements to real property including buildings, structures, fixed equipment, site improvements, and office space and personal property that will be owned by the applicant. C. ineligible Prope : Land, inventory and supplies shall be ineligible for the Economic Development Program except that land may be eligible for an ad valorem tax abatement pursuant to the terms of the Agreement. D, Minimum Capital Investment: In order to be eligible for the Economic Development Program, the total investment shall not be less than $75,000,000. E. Period of the Economic Development _Program: The Board of Aldermen of the Town may agree to exempt from taxation the value of the real property or tangible personal property and refund sales/use taxes for a period of time which is appropriate to the investment and other contributions being made in the community by the applicant. F. Tax Abatement Percentage: An abatement from ad valorem property taxes may be granted for up to 90% of the value of Eligible Property and land. Such percentage and term of the abatement will be determined by the following criteria: I. Capital investment in Eligible Property. 2. Number of jobs created. 3. Sales tax, hotel taxes or other incomes that would be generated by the project to the benefit of the Town and other governmental entities. 4. Off site infrastructure investment by applicant, 5. Off site infrastructure investment by Town in order to serve the project. 6. Public amenities provided by the applicant. The Board of Aldermen shall have the authority to determine the percentage and term of the tax abatement according to the above criteria in order to: 1. Accomplish the Town's economic goals. 2. Insure that the Town and other governmental entities are not hampered in their delivery of services; and 3. Insure that a property tax burden is not shifted to present residents of the Town. G. Sales/Use Tax Refund: A refund of the Sales Tax Collected and/or Sales/Use Tax Paid may be granted up to a maximum of the local sales and use tax rate (presently two (2%) percent) applicable to sales within the Town. Such percentage will be determined by applying the criteria listed in E. above as well as considering the amount of local sales and use tax generated by the Eligible Property. In considering the percentage of refund, the Board will also recognize that one (1%) percent of the local two (2%) is restricted by Sections 4A and 4B of the Development Act of 1979, as amended, art. 5190, V.T.C.S. H. Em to mensQualifications: in order to be eligible for the Economic Development Program, the planned improvement must create and maintain for the term of the Agreement, employment for at least 1000 people on a permanent basis within the Town of Westlake. i. Master Planned Devela merit: The Town may enter into an Economic Development Program Agreement with an applicant developing an area in excess of 2,000 acres of land which includes the construction of public improvements and amenities without requiring the applicant to meet the Minimum Capital Investment or Employment Qualifications. SEC�3: Application A. Written Re uest: Any present or potential owner of property may request participation in the Economic Development Program by submitting a written request to the Town of Westlake. Westlake's determination shall be based upon an evaluation of the following "Contents of Request" and any other information and material, which each applicant may be requested to provide to the Town. In submitting the following information, the applicant should indicate the appropriate time frames in which the proposed events and/or resulting impacts will occur, where applicable. Additionally, it is understood that the information contained in the request will be, out of necessity, estimates only, but the applicant will endeavor to provide the most accurate estimates possible based upon available information. The applicant may be requested by the Town to describe the methodologies utilized to respond to the questions and to supply supporting documents. B. Contents of Re uesc The request shall include the following information: 1. Em to ee Im act a. Number of jobs to be created in Westlake. b. Percentage of new employees coming from (i) outside of Westlake and GO outside of the State of Texas. c. Types of jobs being created. d. The total projected annual payroll of the newly created jobs. 2. Proposed Improvements a. Description of the kind, number and location of all proposed improvements to the property and the estimated development schedule of the proposed improvements. b. Describe the infrastructure improvements that will be required to serve the proposed project and the estimated construction cost for the infrastructure improvements. 3. Fiscal Im act a. Amount of real and personal property value added to the tax roll. b, Estimated amount of sales/use tax generated by the improvements both as to Sales Tax Collected and Sales/use Tax Paid. c. Impact of the proposed improvements on existing business and/or office facilities. d. Estimated cost to the Town to provide municipal services to the proposed project. 4. Community Impact a. Projected or anticipated impact of the project on (i) local housing market, (ii) local school districts, (iii) county government(s) and other taxing entities, (iv) the environment, and (v) the Town of Westlake. b. Compatibility of the proposed project with the Town's Comprehensive Plan, Thoroughfare Plan, and Open Space Plan. c. Requirements for rezoning and platting/replatting. C. Feasibilit : Upon receipt of the request and all necessary information, the Town shall consider the feasibility and the impact of the proposed Economic Development Program. The study of feasibility shall include, but not be limited to, an estimate of the economic and aesthetic effects of the proposed improvements and the benefits to the governmental jurisdictions in the area as compared to the incentives granted in the Economic Development Program. SECTION 4, Approval In order to enter into an Economic Development Program Agreement, the Town must find that the terms of the proposed Agreement meet these guidelines and criteria. Nothing herein shall be construed to limit the authority of the Town to examine each request on a case by case basis and determine whether or not the proposed project and improvements comply with the intent of these guidelines and criteria. Nothing herein shall be construed as to require the Board of Aldermen to approve any request for benefits under the Economic Development Program, and the Board of Aldermen may reject any request without cause. Requests for the Town to provide economic development incentives shall be considered on a case-by-case basis. If the Board of Aldermen approve a request for participation in the Economic Development Program, an Agreement pursuant to Section 5 will be entered into between the Town and the property owner. SECTION 5: Agreement The Economic Development Program Agreement with the owners of the property shall include, but not be limited to, the following: 1. The proposed use of the property, nature of construction, time schedule, map property description and improvements list, and other information contained in the request. 2. The amount of capital investment and minimum number of jobs created by the project. 3. The economic development incentives or benefits granted by the Town, the submission of data to support Program payments, and the mechanism for making Program payments. 4. The term of the Agreement. S. The contractual obligations in the event of default. 6. Reporting requirements for confirming the capital investment and jobs created. Nothing in this policy shall prevent the Town of Westlake and an applicant from including terms and provisions in an Economic Development Program Agreement that are in addition to the provisions of this policy. SECTION 6: Administration A. Access to Improvements: The Agreement shall stipulate that employees and/or designated representatives of the Town will have access to the improvements during the term of the Agreement to inspect the improvements and facilities to determine if the terms and conditions of the Agreement are being met. All inspections shall be conducted in a manner as to not unreasonably interfere with the construction and/or operation of the facilities. All inspections shall be made with one or more representatives of the property owner or lessee, and in accordance with its safety standards. B. Annual Evaluation: Upon completion of construction, or phase of construction, the Town shall annually evaluate each facility participating ie the Economic Development Program and report possible violations of the Agreement to the Board of Aldermen. C. Transfer or Assignment: A Economic Development Program Agreement may provide for the assignment or transfer of the Program incentives or benefits provided that the it involves the same property that is the subject of the Agreement. TOWN OF WESTLAKE TAX ABATEMENT POLICY WHEREAS, the attraction of long term investment and the establishment of new jobs in the Town of Westlake ("Town') would enhance the economic base of area taxing entities; and WHEREAS, the Town must compete with other communities across the nation currently offering tax inducements to attract new plant and development projects; and WHEREAS, the grant of economic incentives including tax abatements and refunds is one of the principal means by which the public sector and the private sector can forge a partnership to promote real economic growth within a community; and WHEREAS, any economic development incentives offered must be strictly limited in application to those new and existing industries that bring new wealth to the community in order to avoid reducing the needed tax revenues of area taxing jurisdictions; and WHEREAS, Chapter 312 of the Texas Tax Code authorizes municipalities to provide ad valorem property tax abatements as an inducement for the development or redevelopment of property within the municipality; NOW, THEREFORE, the following is the "Tax Abatement Policy" for the Town of Westlake, Texas: SECTION 1: Definitions A. "Abatement" means the full or partial exemption from ad valorem taxes of certain properties for economic development purposes pursuant to the Act. B. "Agreement" means a contractual agreement between a property owner and the Town for the purpose of providing a tax abatement. C. "Expansion" means the addition of buildings, structures, fixed equipment or machinery for the purpose of increasing production capacity_ D. "Facility" means property improvements completed or in the process of construction which together comprise an integral whole. E. "Modernization" means the replacement and upgrading of existing facilities which increases the productive input or output, updates the technology, or substantially lowers the unit cost of the operation, and extends the economic life of the facility. Modernization may result from the construction, alteration, or installation of buildings, structures, fixed machinery, or equipment. It shall not be for the purpose of reconditioning, refurbishing, repairing, or completion of deferred maintenance. F. `New Facilit " means a property previously undeveloped which is placed into service by means other than, of in conjunction with, expansion or modernization. G. "Property Tax Revenues" means the amount of property tax collected by the Town on real and personal property owned or leased by a property owner entering into an Agreement. SECTION 2: Tax Abatement Program Authorized A. Authorized Facilities: A Facility may be eligible for the Town's Tax Abatement Program if it will be occupied by a business or industry given priority by the Town, and results in new facilities, expansion of existing facilities, or modernization of existing facilities. B. Eligible Property_: The Tax Abatement Program may be applied to improvements to real property including buildings, structures, fixed equipment, site improvements, and office space and personal property that will be owned by the applicant. C. Ineligible Property: Land, inventory and supplies shall be ineligible for the Tax Abatement Program. D. Minimum Capital Investment: In order to be eligible for the Economic Development Program, the total investment shall not be less than $75,000,000. E. Period of the Tax Abatement Program: The Board of Aldermen of the Town may agree to exempt from taxation the value of the real property and/or tangible personal property for a period of time not to exceed ten (10) years. F. Tax Abatement Percentage: An abatement from ad valorem property taxes may be granted for up to 90% of the value of Eligible Property. Such percentage and term of the abatement will be determined by the following criteria: 1. Capital investment in Eligible Property. 2. Number of jobs created. 3. Sales tax, hotel taxes or other incomes that would be generated by the project to the benefit of the Town and other governmental entities. 4. Offsite infrastructure investment by applicant. 5. Off site infrastructure investment by Town in order to serve the project. 6. Public amenities provided by the applicant. The Board of Aldermen shall have the authority to determine the percentage and term of the tax abatement according to the above criteria in order to: 1. Accomplish the Town's economic goals. 2. insure that the Town and other governmental entities are not hampered in their delivery of services, and 3. Insure that a property tax burden is not shifted to present residents of the Town. G. Employment Qualifications: In order to be eligible for the Tac Abatement Program, the planned improvement must create and maintain for the term of the Agreement, employment for at least 1000 people on a permanent basis within the Town of Westlake. SECTION 3: Application A. Written Request: Any present or potential owner of property may request participation in the Tax Abatement Program by submitting a written request to the Town of Westlake. Westlake's determination shall be based upon an evaluation of the following "Contents of Request" and any other information and material, which each applicant may be requested to provide to the Town. In submitting the following information, the applicant should indicate the appropriate time frames in which the proposed events and/or resulting impacts will occur, where applicable. Additionally, it is understood that the information contained in the request will be, out of necessity, estimates only, but the applicant will endeavor to provide the most accurate estimates possible based upon available information. The applicant may be requested by the Town to describe the methodologies utilized to respond to the questions and to supply supporting documents. B. Contents of Request: The request shall include the following information: 1. Employee Impact a. Number of jobs to be created in Westlake. b. Percentage of new employees coming from (i) outside of Westlake and (ii) outside of the State of Texas. c. Types of jobs being created. d. The total projected annual payroll of the newly created jobs. 2. Proposed Improvements a. Description of the kind, number and location of all proposed improvements to the property and the estimated development schedule of the proposed improvements. b. Describe the infrastructure improvements that will be required to serve the proposed project and the estimated construction cost for the infrastructure improvements. 3. Fiscal Impact a. Amount of real and personal property value added to the tax roll. b. Estimated amount of sales/use tax generated by the improvements both as to Sales Tax Collected and. Sales/use Tax Paid. c. Impact of the proposed improvements on existing business and/or office facilities. d. Estimated cost to the Town to provide municipal services to the proposed project. 4. Community Impact a. Projected or anticipated impact of the project on (i) local housing market, (ii) local school districts, (iii) county governments) and other taxing entities, (iv) the environment, and (v) the Town of Westlake. b. Compatibility of the proposed project with the Town's Comprehensive Plan, Thoroughfare Plan, and Open Space Plan. c. Requirements for rezoning and platting/replatting. C. Feasibility: Upon receipt of the request and all necessary information, the Town shall consider the feasibility and the impact of the proposed tax abatement. The study of feasibility shall include, but not be limited to, an estimate of the economic and aesthetic effects of the proposed improvements and the benefits to the governmental jurisdictions in the area as compared to the incentives granted by the tax abatement. SECTION 4: Approval In order to enter into an Tax Abatement Agreement, the Town must find that the terms of the proposed Agreement meet these guidelines and criteria. Nothing herein shall be construed to limit the authority of the Town to examine each request on a case by case basis and determine whether or not the proposed project and improvements comply with the intent of these guidelines and criteria. Nothing herein shall be construed as to require the Board of Aldermen to approve any request for benefits under the Tax Abatement Program, and the Board of Aldermen may reject any request without cause. Requests for the Town to provide economic development incentives shall be considered on a case-by- case basis. if the Board of Aldermen approve a request for participation in the Tax Abatement Program, an Agreement pursuant to Section 5 will be entered into between the Town and the property owner. SECTION 5: Agreement The Tax Abatement Agreement with the owners of the property shall include, but not be limited to, the following: I a The proposed use of the property, nature of construction, time schedule, map property description and improvements list, and other information contained in the request. 2. The amount of capital investment and minimum number of jobs created by the project. 3. The tax abatement granted by the Town and the submission of data to support the abatement. 4. The term of the Agreement. 5. The contractual obligations in the event of default including the recapture of abated taxes. 6. Reporting requirements for confirming the capital investment and jobs created. 7. Reporting requirements to the tax appraisal district(s). Nothing in this policy shall prevent the Town of Westlake and an applicant from including terms and provisions in an Tax Abatement Agreement that are in addition to the provisions of this policy. SECTION 6: Administration A. _Access to Improvements: The Agreement shall stipulate that employees and/or designated representatives of the Town will have access to the improvements during the term of the Agreement to inspect the improvements and facilities to determine if the terms and conditions of the Agreement are being met. All inspections shall be conducted in a manner as to not unreasonably interfere with the construction and/or operation of the facilities. All inspections shall be made with one or more representatives of the property owner or lessee, and in accordance with its safety standards. B. Annual Evaluation: Upon completion of construction, or phase of construction, the Town shall annually evaluate each facility participating in the Tax Abatement and report possible violations of the Agreement to the Board of Aldermen. C. Transfer or Assignment: The Tax Abatement Agreement may provide for the transfer or assignment of the abatement to a new property owner provided that the abatement involves the same property that is the subject of the Agreement. Exhibit "B" Ordinance Establishing Reinvestment Zone No. One REDAL156864.5 20297-00040 B-1 ORDINANCE NO. 367` _ AN ORDINANCE DESIGNATING THE FOLLOWING DESCRIBED LAND COMMERCIAL/INDUSTRIAL TAX ABATEMENT REINVESTMENT ZONE NO. ONE (1), IN THE TOWN OF WESTLAKE, TARRANT AND DENTON COUNTIES, TEXAS; PROVIDING AN EFFECTIVE DATE; AND PROVIDING A SEVERABILITY CLAUSE. WHEREAS, the Board of Alderman ("Board") of the Town of Westlake, Texas ("Town"), desires to promote the development or redevelopment of a certain contiguous geographic area within its jurisdiction by the creation of a reinvestment zone (the"Zane") for commercial/industrial tax abatement, as authorized by Chapter 312, Property Redevelopment and Tax Abatement Act, Texas Tax Code, Subchapter B, Sections 312.201 and 312.202, as amended (the "Code"); and WHEREAS, Town has elected to become eligible to participate in tax abatement; and WHEREAS, a public hearing at a regularly scheduled meeting before the Board was held at ,PD /�yv— 30 � Ahp.m. on thAhday of , 1998, such date being at least seven (7) days after the date of publication of the notice of such public hearing in a newspaper having general circulation in the Town as required by the Code; and WHEREAS, notice of the public hearing was delivered to the presiding officer of the governing body of each taxing unit located within the proposed reinvestment zone at least seven (7) days before the date of the public hearing; and WHEREAS, the Town at such hearing invited all interested persons, or their representatives, to appear and speak for or against the creation of the proposed reinvestment zone, the boundaries of the proposed reinvestment zone, whether all or part of the territory described in this ordinance should be included in such proposed reinvestment zone, and the concept of tax abatement; and WHEREAS, all interested persons spoke and the proponents of the reinvestment zone offered evidence, both oral and documentary, in favor of the creation of the proposed reinvestment zone and the proponents also submitted evidence as to the proposed improvements; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WESTLAKE, TEXAS: SECTION 1. That the facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct and are incorporated herein in their entirety. SECTION 2. The Town, after conducting such hearings and having heard such evidence and testimony, has made the following findings and determinations based on the testimony and evidence presented to it: (a) That a public hearing on the designation of the reinvestment zone has been properly called, held and conducted and that notices of such hearings have been published as required by law and delivered to all taxing units located within the proposed reinvestment zone; (b) That the boundaries of the reinvestment zone should be the area as described in the metes and bounds description attached hereto and identified as Exhibit "A", which are incorporated herein for all purposes and which area is within the taxing jurisdiction of the Town; (c) That the creation of the reinvestment zone for commercia/industrial tax abatement, with boundaries as described in Exhibit "A" attached hereto will result in benefits to the Town and to the land included in the Zone and to the Town after the expiration of any Tax Abatement Agreement entered into and the improvements sought within the Zone are feasible and practical; 2 (d) That the reinvestment zone as defined in Exhibit "A" attached hereto meets the criteria for the creation of a reinvestment zone as set forth in the Code, as amended, in that it is reasonably likely as a result of the designation to contribute to the retention or expansion of primary employment or to attract major investment in the Zone that would be a benefit to the property and that would contribute to the economic development of the Town; and (e) That the reinvestment zone as defined in Exhibit "A" attached hereto meets the criteria for the creation of a reinvestment zone as set forth in the Town of Westlake Tax Abatement Policy, which Policy establishes guidelines and criteria governing tax abatement agreements by the Town and provide for the availability of tax abatement for both new facilities and structures and for the expansion or modernization of existing facilities and structures. SECTION 3. That pursuant to the Code, the Town hereby creates a reinvestment zone for commercial/industrial tax abatement encompassing only the area described by the metes and bounds in Exhibit "A" attached hereto and such reinvestment zone is hereby designated and shall hereafter be designated as Reinvestment Zone No. One (1), Town of Westlake, Texas. SECTION 4. That the Town shall deliver to the Texas Comptroller's Office prior to April 1, 1999, a general description of the reinvestment zone, including its size, the types of property located in it, its duration, and the guidelines and criteria established for the reinvestment zone under Section 312.002 of the Code, including subsequent amendments and modifications of the guidelines or criteria. R4 y�sr SECTION 5. That the Zone shall take effect on the 3-W day of = , 1998. SECTION 6. If any portion of this ordinance shall, for any reason, be declared invalid by 3 any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Board hereby determines that it would have adopted this ordinances without the invalid provision. PASSED AND APPROVED BY THE BOARD OF ALDERMAN OF THE TOWN OF WESTLAKE, TEXAS, this�day of i�c A.D., 1998. 114Y,OR.TOW-1L#F WESTLAKE, TEXAS f ATTEST: 04 SECRETARY, TOWN OF WESTLAKE, TEXAS APPROVED AS TO LEGALITY AND FORM: TOWN ATTORNEY, TOWN OF WESTLAKE, TEXAS 4 EXHIBIT „All LEGAL. DESCRIPTION 309.305 ACRE TRACT BEING A TRACT OF LAND SITUATED IN THE CHARLES MEDLIN SURVEY, ABSTRACT NUMBER 823 (DENTON COUNTY), ABSTRACT NUMBER 1084 (TARRANT COUNTY), THE MEMUCAN HUNT SURVEY, ABSTRACT NUMBER 756(TARRANT COUNTY) AND THE J.BACON SURVEY, ABSTRACT NUMBER 2026 (TARRANT COUNTY), TOWN OF WESTLAKE, DENTON AND TARRANT COUNTIES, TEXAS AND BEING ALL OF THE TRACT OF LAND CONVEYED TO HILLWOOD11088, LTD., RECORDED IN VOLUME 12260, PAGE 1948 OF DEED RECORDS, TARRANT COUNTY, TEXAS, ALL OF THAT TRACT OF LAND CONVEYED TO SCOTT BRADLEY AND WIFE KELLY PACE BRADLEY, RECORDED IN VOLUME 6395, PAGE 67 OF DEED RECORDS AND BEING A PORTION OF THAT TRACT OF LAND CONVEYED TO HILLWOODIWILLOW BEND, LTD., RECORDED IN VOLUME 11316, PAGE 2235 OF DEED RECORDS, TARRANT COUNTY, TEXAS AND UNDER COUNTY CLERK'S NUMBER 93-R0075228 OF REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS 'FOLLOWS: BEGINNING AT A RAILROAD SPIKE, FOUND AT THE INTERSECTION OF THE APPROXIMATE CENTERLINE OF PRECINCT LINE ROAD (A VARIABLE WIDTH RIGHT-OF-WAY) AND THE CENTERLINE OF ROANOKE-DOVE ROAD (A CALLED 50 FOOT RIGHT-OF-WAY); THENCE WITH THE APPROXIMATE CENTERLINE OF ROANOKE-DOVE ROAD THE FOLLOWING BEARINGS AND DISTANCES S 89°50'03"V1l, 1942.81 FEET; N 86034'52W, 550.83 FEET; N 82028'16'"W, 252.07 FEET; S 65°50'11"W, 562.77 FEET; S 71-04-02-W. 198.77 FEET; THENCE N 11 '01'26"W, 589.37 FEET, DEPARTING SAID APPROXIMATE CENTERLINE; THENCE N 00026'55wW, 573.79 FEET; THENCE N 17009'12"E, 1518.12 FEET; THENCE N 09007'25"W, 892.93 FEET, TO THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT; THENCE WITH SAID NON -TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 1369.14 FEET, THROUGH A CENTRAL ANGLE OF 58°52'17", HAVING A RADIUS OF 1332.50 FEET, THE LONG CHORD OF WHICH BEARS N 49612'42"E, 1309.71 FEET; THENCE N 19°46'33"E, 318.45 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF STATE HIGHWAY 114 (A VARIABLE WIDTH RIGHT-OF-WAY); C&B Job No. 981498010 S#CRT July 9, 1998 J:WOBi9814980i1SUR1WPILEGIOVERALL.WPD Page 1 of 2 THENCE WITH SAID SOUTHERLY RIGHT-OF-WAY THE FOLLOWING COURSES AND DISTANCES N 70°39'43"E, 64.29 FEET TO THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT; WITH SAID NON -TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 443.43 FEET, THROUGH A CENTRAL ANGLE OF 04°25'08', HAVING A RADIUS OF 5749.58 FEET, THE LONG CHORD OF WHICH BEARS S 72°08'30-E, 443.32 FEET; S 63'32'03"E, 238.74 FEET; N 84041'23"E, 154.28 FEET; S 76°41'49"E, 119.54 FEET; S 45055'45"E. 116.36 FEET; S 75°22'11"E, 296.05 FEET; N 69029'26"E, 98.90 FEET TO THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT; WITH SAID NON -TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 204.65 FEET, THROUGH A CENTRAL ANGLE OF 02'03'13", HAVING A RADIUS OF 5709.58 FEET, THE LONG CHORD OF WHICH BEARS S 72010'21"E, 204.64 FEET; S 71 °03'31"E, 736.07 FEET, TO THE NORTHEAST CORNER OF SAID HILLWOODIWILLOW BEND TRACT, IN THE APPROXIMATE CENTERLINE OF AFOREMENTIONED PRECINCT LINE ROAD; THENCE S 00030'00"E, 1386.00 FEET; THENCE S 23°55'44"W, 87.29 FEET; THENCE N 89°19'34"W, 164.44 FEET; THENCE S 06048'13"W, 137.96 FEET; THENCE S 89043'41"l=, 50.00 FEET; THENCE S 00016'19"W, 2147.22 FEETTO THE POINT OF BEGINNING AND CONTAINING 13,473,328 SQUARE FEET OR 309.305 ACRES OF LAND MORE OR LESS. FOR INFORMATIONAL PURPOSES ONLY C&B Job No. 981498010 S#CRT July 9, 1998 J:IJOBI981498011SURIWPILEGIOVERALL.WPD Page 2 of 2 Exhibit "C" Legal Description of Land REDALA56864.5 20297-00040 C_1 LEGAL DESCRIPTION 309,305 ACRE TRACT BEING A TRACT OF LAND SITUATED IN THE CHARLES MEDLIN SURVEY, ABSTRACT NUMBER 823 (DENTON COUNTY), ABSTRACT NUMBER 1084 (TARRANT COUNTY), THE MEMUCAN HUNT SURVEY, ABSTRACT NUMBER 756(TARRANT COUNTY) AND THE J.BACON SURVEY, ABSTRACT NUMBER 2026 (TARRANT COUNTY), TOWN OF WESTLAKE, DENTON AND TARRANT COUNTIES, TEXAS AND BEING ALL OF THE TRACT OF LAND CONVEYED TO HILLWOOD11088, LTD., RECORDED IN VOLUME 12260, PAGE 1948 OF DEED RECORDS, TARRANT COUNTY, TEXAS, ALL OF THAT TRACT OF LAND CONVEYED TO SCOTT BRADLEY AND WIFE KELLY PACE BRADLEY, RECORDED IN VOLUME 6395, PAGE 67 OF DEED RECORDS AND BEING A PORTION OF THAT TRACT OF LAND CONVEYED TO HILLWOODIWILLOW BEND, LTD., RECORDED IN VOLUME 11316, PAGE 2235 OF DEED RECORDS, TARRANT COUNTY, TEXAS AND UNDER COUNTY CLERK'S NUMBER 93-R0075228 OF REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A RAILROAD SPIKE, FOUND AT THE INTERSECTION OF THE APPROXIMATE CENTERLINE OF PRECINCT LINE ROAD (A VARIABLE WIDTH RIGHT-OF-WAY) AND THE CENTERLINE OF ROANOKE-DOVE ROAD (A CALLED 50 FOOT RIGHT-OF-WAY); THENCE WITH THE APPROXIMATE CENTERLINE OF ROANOKE-DOVE ROAD THE FOLLOWING BEARINGS AND DISTANCES S 89°50'03"W, 1942.81 FEET; N 86034'52"W, 550.83 FEET; N 82°28'16"W, 252.07 FEET; S 65°50'11"W, 562,77 FEET; S 71-04'02-W. 198.77 FEET; THENCE N 1.1'01'26"W, 589.37 FEET, DEPARTING SAID APPROXIMATE CENTERLINE; THENCE N 00026'55"W, 573.79 FEET; THENCE N 17°09'12"E, 1518.12 FEET; THENCE N 09°07'25-W, 892.93 FEET, TO THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT; THENCE WITH SAID NON -TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 1369.14 FEET, THROUGH A CENTRAL ANGLE OF 58052'17", HAVING A RADIUS OF 1332.50 FEET, THE LONG CHORD OF WHICH BEARS N 49012'42"E, 1309.71 FEET; THENCE N 19°46'33"E, 318.45 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF STATE HIGHWAY 114 (A VARIABLE WIDTH RIGHT-OF-WAY); C&B Job No. 981498010 S#CRT J:W OB1981498011SURIW PILEGIOV ERALL.WPD EXHIBIT SIC1, July 9, 1998 Page 1 of 2 THENCE WITH SAID SOUTHERLY RIGHT-OF-WAY THE FOLLOWING COURSES AND DISTANCES N 70°39'43"E, 64.29 FEET TO THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT; WITH SAID NON -TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 443.43 FEET, THROUGH A CENTRAL ANGLE OF 04°25'08", HAVING A RADIUS OF 5749,58 FEE', THE LONG CHORD OF WHICH BEARS S 72°08'30-E, 443.32 FEET; S 63032'03"E, 238.74 FEET; N 84°41'23"E, 154.28 FEET; S 76°41'49"E, 119.54 FEET; S 45°55'45"E, 116.36 FEET; S 75°22'11"E, 296.05 FEET; N 69029'26"E, 98.90 FEET TO THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT; WITH SAID NON -TANGENT CURVE TO THE LEFT, AN ARC DISTANCE OF 204.65 FEET, THROUGH A CENTRAL ANGLE OF 02003'13", HAVING A RADIUS OF 5709.58 FEET, THE LONG CHORD OF WHICH SEARS S 72°10'21"E, 204.64 FEET; S 71'03'31"E, 736.07 FEET, TO THE NORTHEAST CORNER OF SAID HILLWOODIWILLOW BEND TRACT, IN THE APPROXIMATE CENTERLINE OF AFOREMENTIONED PRECINCT LINE ROAD; THENCE S 00030'00"E, 1386.00 FEET; THENCE S 23055'44"W, 87.29 FEET; THENCE N 89019'34"W, 164.44 FEET; THENCE S 06°48'13"W, 137.96 FEET; THENCE S 89°4341"E, 50.00 FEET; THENCE S 00°16'19"W, 2147.22 FEET TO THE POINT OF BEGINNING AND CONTAINING 13,473,328 SQUARE FEET OR 309.305 ACRES OF LAND MORE OR LESS. FOR INFORMATIONAL PURPOSES ONLY C&B Job No. 981498010 S#CRT July 9, 1998 J:IJOB1981498t111SUR1WPILEGIOVERALL.WPD Page 2 of 2 Exhibit "D" Development Fees Fees shall include any and all fees of any type assessed by the Town, other than capital impact fees, including but not limited to, the following: 1. Pre -application filing fees; 2. Zoning application fees; 3. 6% construction fees; 4. Water, wastewater or storm water tap or connection fees; S. Site plan filing fees; 6. Subdivision plat filing fees; 7. Building permit and inspection fees; S. Certificate of occupancy fees. REDAL:156864.5 24247-00040 D_1 2. 3 4 Exhibit "E" Data Center Sales Tax Rebate Annual Data Center Revenue Subject to Sales Tax Rebate Amount $0-$25,000,000 revenue subject to sales tax 25% of one cent. $25,000,001450,000,000 revenue subject 35% of one cent. to sales tax $50,000,001475,000,000 revenue subject 45% of one cent. to sales tax $75,000,001+ revenue subject to sales 50% of one cent. tax REDAU156864.5 20297-00040 E-1 Kts q9-05 4 MARY LOUISE NICHOLSON COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 t PHONE (817) 884-1195 TOWN OF WESTLAKE 1500 SOLANA BLVD BLDG 7 STE 7200 WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD Filed For Registration: 2/8/2019 12:41 PM Instrument#: D219025450 OPR 46 PGS $192.00 By: rv�e ti tJ;d1 D219025450 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.