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Home My WebLink About2001-12-21-0900AM-Regular0 0 FILED 2001 pd IB A Ebb BRA LOS COUNTY t;a'-(wn'ii=YAW env.w. TFsne 4, '/�14 .very NOTICE OF MEETING ANDAGENDA BRAZOS COUNTY COMMISSIONERS COURT THE C0MMISSI0Nfl6 COURT WILL MEET IN REGULAR 5O6510N ON FRIDAY, DECEMBER 21,20.01 AT 9:00 AM IN THE COMMISSIONERS COURTROOM OF THE BRAZOS COUNTY COURTHOUSE. 300 EAST 26^^ STREET, SUITE 115, BRYAN, I. Iovoo60o Md Pledge of Allegiance CoMM.;suffice ivory 2. Cal Re tiUAn input and/or concern'. 3. Budget Aaveed xxtt 01/0.8. l Personnel Oranges el -Status. 5. Payment erCleimL 6. it Abatement Aymcin nl with Compaq Gmpnn Cm urn on, Sedlumyrger TecMelogy Comormion, and CW CS I LP in Reilbaallcnt Zone Numbs, IL City of College Sue on 7.. Request rota County Cooperative Edenton Office staff member to trawl out- olsmno anadtMNatio lWmnn6HRow6up lnllmvv. Colomdgimwry 8' 0, 8. Appnwmmm of a CoonuaionenCowt rtpraentetwe to the Bnms COoory Bud Bond 9 Appolo®mmL Cowry COID at Law rtpmmW vs to Ella Berms County Bail Bond Advisory Co:mmyz for 2003. II. Announce,ofinemhmo the BwosValley CowtllofGovemnmwGTmkoa1 I cry AMsory Commune fox 1002. 12 Regma by Le Ifoonauw TWmlogy Depuumn,. for additional network wablwg to the second floor 0 MCGUMmve mil:nog fords available to theGHmy Raj etb W get of We ludipy SORwuc Fund. OOP Q9 � = Comvusinvtn Court Meting Agenda December 9.1001 Page Two 4l. egoen by the Road H Bndgt Department enter Cuts Hell's propel -to located off �deedetege School Houso Rood forte purpose of cleating 600 feel ores -Swing fence lintfor sight inseam Site is loured in henna 14 Blm4¢ Pureness Orders. IS. AcksoMedge receipt of monthly reports Pvm deponent heads ✓d elected offloads. I7. Call for Cit2t71 input sad)orconcerns 1g. Adjourn The C9m oaasc is &etel.vle accessiblellendicap parkins spaces nrtdWEhle Any Fguenfo: Sriinterpretive services men be mode two bunmea days before the mating_ To nuke wng non . con (979)361-4012 ccfllssloNEEE' Cedar REGULAR MEETING December 21, 2001 A regular meeting of the Cozweeelone:e' Court of nraxoe County, Texas vie held in the Cosseiasionere' Courtroom in the Courtlouee an Bryan, Brazos County. Sedan, beginning at 9:00 a.m. on `iiday. December 21, 2001, with the following me,hera of the Court present: Alvin V. Jones, County Judge. Presiding; Tony Jones. aamteeioner of Precinct t Nm.f. Thornton, COMhoeloner of Precinct 2; C.B. Jones, COJlaaioner Of Precinct Carey Cawley, Jr.. COnmdasioner of Precinct 4: Eaten xcoveen. County Clerk. The attached sheet contains the names of the citi eve and officials that were in attendance. Commtoeloner Tony Jones gave the invocation and led the pledge of allegiance_ appointed Commissioner of Precinct 3. under citizen input and/or ceneeme, Demetrios aaehekaa congratulated c.8. Jones on his appointment as Commissioner of Precinct 3, and thanked Judge Jones for choosing hen. He naked the Court to remember his letter written on October 30, 2001, and seized of it was still feasible to build an Exposition Center today. $. Eaedekae staged he believes these funds should be need (Or the health and safety of the COmmleelOner and wished everyone on the couitrooe a Merry The Court vent corBedeeed Budget Amendment *02/Ci'01 through Sc.which would reallocate Lunde for the macritt Attorney, and Juvenile Eeevlae, increase the budget fet various departments for copier :wintenence from contingency. Vol 2_i Page 9 1 purchase of conipcters for the Software Grvnp project f-dn Contingency, increase the budget for the Sheriff contingency. and increase the budget for Road and bridge Cant agency .rod Reserve Con:ingeocy. On motion by Court voted unanimously to approve the budge: amendment as The Court proceeded to consider the change of Status of employees so submitted on the attached Personnel Action RequestsOn motion by Commissioner Cauley, seconded by Commissioner Tony Jones, the Court voted unanimously to approve the changes ae submitted. The Court next considered the following Claims an submitted by the County Treasurer for payment: 20025612 through 20026220 on motion by Commissioner Tony Jones. seconded by Cenniseioner Thornton, the Court voted enaniwoely to approve the Claims as submitted. The Court next considered approval of a tax abatement agreement vier Compaq Computer Corporation, Schlumberger Teciriology Corporation, and CA CS 1 LP in Reinvestment Lone Number 14, City of College Station. The Lax exemption shall exempt the Value of the land, bib:dings and the other peremtene improvements_ under the cmml:ions of the abatement the following rates shall be in effect for the following years. a9 Page i t Year % o Anafemen'_ 2001 2002 2003 2009 2001 2006 2007 2003 2009 2010 Br Of 200 60% SO% 40% 30% 20% 10% on potion by Cmmieaias Tony Jones, aecanded by Camaduslener Thornton. the Court voted unanimously to approve t'e Cen Abatement Agreement with Compaq computer Cootoration, Schl±Mager Technology Corporation. and OW CS t LP in Reinvestment =one Wmhetla. City CC College Station. A Copy is attached. The next natter for on I dere=on by the Court Mae approval for Brant Yoe, a County Cooperative Fatteneion Office staff member. to travel out of state to attend the Natlora1 Western 4-H Bound -up 1n Denver. Colorado on January e' chroogh 12`", 2002. On nut iun by mmmieuoner Cauley, seconded by Commissioner Thornton, the Rua voted unanimously to approve out of state travel for Brant Yoe. The court next considered the appointment Of a Commieafenern Court repreacntative to the Bran= County Bail Bond Board cot 2002. Co ,cot ran by Commlelioner Caney. ecconded by Commissioner Tony Jones, the court -voted unafisolady to appoint Carvniaol0ner Thornton co :be Brazos County Bail Bond Board. The court next mnerdered the appointment of a County Court At Law reprt6mtatiue to the Brame County Bail Bond Board for 2002. On notion by Judge Jones. seconded by CCmefeaioner C.B. Janes. the Court Voted unanimously to appoint Judge Jim LCChe to me Brazos County Berl Bond. Vol 0 5 Page Commknonns' Gun meeting Daceber 21. 2001 4 The Coul[ next mnsEdered the appmntment of mcmters to the Brazos Valley Council Of oo ermente Solid Weete Advisory Committee for 20oz_ On motion by co tieel000t Cawley, Seconded by COwnieseoner Themtery the Court voted unammooelY to appoint the [olloutng members to the Brazos Valley Corcll of Governmento Solid Waste Advisory Cnmd[Lee for 2002; Tony )ores County Commissioner Ronnie Fontenot Texas ALM Naverbi Ly pee LaBarbera Big 8 RCSB Jun Smith BVRWMA Mark Smith Kelly Wellman The Coon next considered the appointment of macbeta to :he prime Valley Council of Gove➢nment° Crinllal Jnetice advl eery Ccnpt tee for 2002. On moon by COMDISsloher Tony Jones, seconded by CMmageoner Cawley, the Court voted unanimously to appoint the following memhece to [he Beene, Valley Council of Covemmenm Criminal Justice Advisory Committee for 2002; Chris Kirk Lew Enforcement Ptl ?e ldnnen Lav Rnegrcement Ken Burton Law Enforcement Cevltl Patterson Law Enforcement Den German Jwenlle Services Linda Ceemria Victims Services Doug WeedOn Religlooa Non-profit Robert Reed MUM The next matter for [eneldera[ton was approva3 of a request by the Intommb ion TecMolagY Leparteeot for additional network cabling to the second floor of the Courthouse utilising funds available in the cabling project budget of the Judicial Software Fund. On motion by Court voted unanimously to approve the request by Infotmaelon Technology for additional network cabling to the second floor of aci Page _ �P tie nOttruSSIOnerr Cowl m¢co6 Ccccmhn 2I, 2001 5 The Court next considered authorizing work outside of Gooney rights -of -way for the health. eatery and wells= of toe permission to enter the private property of turtle mall on 6dge SGnnl Noma Road for the pprryne of clearing 600 feet of existing fence line for eight dieisnou. The site in Sr. Precinct 2. On notion by Commissioner Thornton, seconded by tcmaleefoner Tony Jones, the Court voted one lncuely to authorize the work. P copy of lbc private property access • The Court proceeded to coneidee the following blanker Purchase Orders for [he Sheriff's Office, dell Adminie trot ion'. B'uttorkmet Fairy Glazier Caine Coffee Performance zlliant Pond Ray Criswell 6eolah Brazen Wholesale Teen Systeme X1.600 62,800 61,000 $600 $1,250 $8,000 $6,200 $2,150 $600 $600 $500 $600 The Court aekndwledlcd receipt of t0c Betenninn Service uepoma for 9ovenber 2001 and acknowledged receipt of reports from the following county end Precinct O•.flcea ehevin2 revenues collected and remitted to the County Treasurer: Vol Page 7 dnmms na Cern Meeting U6emb 11.200) Brave County Exen:e paeiliziee County Clerk Jmoace of the Peace Precinct J Justice of the Peace Precinct 6 Constable Precinct 2 Constable Precinct I Constable Precinct 5 Constable Precinct 6 Sherif: Road & Bridge Pepartment Community Supervlsion and Corrections A copy of the Officials' reports can be viewed in the County Auditor's office. Under announcement of intrust[ items and possible future agenda topics the County Judge made the following ConrrentS a) There well be a Commissioners Court meeting on January i. 1001 a: I'3 p.o. to eppoint seiahlee and Justices o: the peace. Judge Jones asked that b) o) Be stressed the importance of proomeing invoices in a timely manner Be was notified of some invoices paid late. Safety requesting his signature on en application for eddifional funding for the STEP Ltrafftcl Program, Commissioner Cauley asked the interim Director of the Information Technology Department co make the following a) The new Internet provider has been Installed and we will be Switching over this weekend. 'o) Be received a regtest from. Oxford University for participation In a study on cancer research and computers whale in the sereensaver/alccp mode. Be stated he Would obtain additional information for Susan Candy. made the following comment. a) There wall be a Commissioners Court meeting on January B. 2203 at 9:00 a.m a Pahlio Hearing on speed limits at 10:30 a.m., and a workshop session on the flood plain at 1600 am_ Vol 89 Page • Decembc 1,2001 Them '+ao ne deurn lnpue a-W/ov cvecr¢ne_ Timm being no fortbbwmmu m mmc beba the mu-[. en. meeting ue odlnumed. Comsvonnm' Commttmg @cmbv0; 2001 The Carryoang minutes cf the Commieeyanere Coat meeuny aeIdS inner 3r p403 have been examined and are appMaed in Cnni M. J\ enexr canner .nays edheni ieM . Precinct 1 Cn e±,sianer. OIDejnae ] Cnngionlorea. precinct _ Vol page ,la 1 BRAZOS COUtT Y COMMISSIONERS COURT MEETING ON dltt• di 200 L AT 9.0o Ax. M6 QRGAI'PA TIQH'OFPARTM l u(n.S ciiv an 44 u,; I — `-v..,,oR. c• 11. Asa _, (MNliy T T. tEfrl.L' / //��y.nn�n/I t_ . t�ean„L ��MnA_J 4 % v I Yr(k aPo ad /kih444:e gac 1a Hunt tAasL.:)._____ So 1D' ➢. L .c3n.r44..___ G.' r32 [ Asir �i+e.c,. € G.L. ti-. BRAZOS COUNTY COMMISSIONERS COURT MEETING ONri - ��2001 AT ton Alt ELA4 Q, #Gt2 d a BRAZOS COUNTY, TEXAS BUDGET AMSNMVA`PIB) POR THE 2001-2002 BUDGET YEAR NO. 01/02-oe.1 to 08.6 On this the 21st day of December 2002 at a regular meeting of the Cmmi681oncr5' Court, the following members were present Alvin W. Jones, County Judge. Presiding Tony Jones, Coamisnloner. Precinct 1; Wm. S. Thornton, Commissioner, Precinct 2; Randy Sims, Cormissioner, Precinct 3; Carey Conley, Jr., Commissioner. Precinct 4; Karen ncQuoen, County Clerk. The following proceedings were held: THAT WHEREAS, on December 21. 2001 the Court heard and approved a budget amendment for the 2001-2002 budget year for Brazos County. Tcxae. WHEREAS. an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted September 4, 2001 the following amendment(nl to the original are hereby authorized, as described on the attached page(al. ADOPTED AND APPROVED this the DT day of December 2001. THE COMMISSIONERS' COURT OF BRAZOS COUNTY, TEXAS. By Alvin W. Jones, County Judge Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer Commissioners' Court minutes ./3 BRAZOS COUNTY, TEXAS BUDGET AMF_NDMYNTS No. 01/02-8.1 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Intresse Decrease 01 221001 652000 Dr. Copier Maintenance 28.00 01 220001 652000 Dr. Copier Maintenance 1400 01 245001 652000 Dr. Copier Maintenance 2200 01 306001 652000 Dr. Copier Maintenance 7.00 01 242001 652000 Dr. Copier Maintenance 5700 01 230001 652000 Dr. Copier Maintenance 34.00 01 243001 652000 Dr. Copier Maintenance 40.00 01 280020 652000 Dr. Copier Maintenance 250.00 01 280020 652000 Dr. Copier Maintenance 100.00 01 305001 652000 Dr. Copier Maintenance 14.00 01 1001101 652000 Dr. Copier Maintenance 49.00 01 160001 652000 Dr. Copier Maintenance 141.00 01 222001 652000 Dr. Copier Maintenance 32.00 01 244001 652000 Dr. Copier Maintenance 7300 01 304001 652000 Dr. Copier Maintenance 16.00 01 200001 652000 DI. Copier Maintenance 253.00 01 180001 652000 Dr. Copier Maintenance 235.00 01 260010 652000 Dr. Copies Maintenance 668.00 01 280001 652000 Dr. Copier Maintenance 343.00 01 210001 652000 Dr. Copier Maintenance 179.00 01 310001 652000 Dr. Copier Maintenance 15.00 01 560010 652000 Dr. Copier Maintenance 75.00 01 165001 652000 Dr. Copier Maintenance 68.00 01 200001 652000 Dr. Copier Maintenance 206.00 01 110015 611300 Cr. Contingency 2,959.00 Copier Maintenance To increase the expendi Wa for the cost of th copies used over the base olornn amount associated with the co ier maintenance for the wended September 30, 2001 with IKON Office Solutions. 2,959.00 2,959.00 App roved �o RRAZOS COUNTY. TEXAS BUDGET AMENDMENTS No. 01/02-9.2 12/21/01 Dlv 560010 ACCT 611300 470200 PROJ DR/CR ACCOUNT NAME Increase 572,542.00 572,542.00 Decrease 01 01 Cr. Contingency Reserve for Contingency In4Ar� AVPray. W1.1)Y oat BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 01/028.3 12/zl/01 FD 01 01 DIV 190001 190001 ACCT 516300 516100 PRO( DR/CR ACCOUNT NAME Increase llxrease Hourly -Part Time Hourly - Staff 1950.00 1,95000 District At oruey Administration To transfer funds from the Hourly. Staff bud for the amp oyment of David Benevdes (a temporary employee) to support the office while a fWl-time employee is out on maternity Iwve. et to the Hourly - Part Time budget to provide finds • BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 01/02-8.4 12/21/01 • • • ED DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 01 01 310001 310001 672810 602400 Dr. Cr. Minor Equipment -Electronic Detention Supplies 350.00 350.00 Juvenile Services To reclassify budget to allow the purchase of a TV/VCR combo to replace the broken one in detention. • e�area sy: ' i� , k* ..w.. rb., r•X1Jri.'� BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 01/02-8.5 12/21/01 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 01 110015 601300 Contingency Minor Computer Hardware 262,660.00 01 140001 672030 Ditreit 262,660.00 Information Technology- To move funds as provided in the budget process for the purchase of PC's for the TSG project Mt ,..)1.,=" . • • • • BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 01/02-8.6 12/21/01 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 01 280001 676700 Dr. Minor Printers 880.00 01 110015 611300 Cr. Contingency 880.00 Sheriff Administration To allocate budget for aprinter replacement. $rjg ell PERSONNEL CHANGE OF STATUS page 1of1 COURT DATE: DEPARTMENT: PURPOSE: ************************************************************************************ December 21, 2001 Personnel Approve Personnel Change of Status DEPARTMENT NAME ************************************************************************************ EMPLOYEE NAME ACTION REQUESTED BUILDING MAINT. COMMISSIONER'S COURT BERNAL, JOE HEARD, CYNTHIA KEATTS, KAREN SIMS, ARTHUR R. JONES, CHARLES B. BUDGETED STEP INCREASE BUDGETED STEP INCREASE EMPLOYEE DECEASED RESIGNATION APPOINTMENT TO COMMISSIONER, PCT. 3 COUNTY ATTORNEY MUZNY, REBECCA OCON, CYNTHIA N HOT CHECK WENDT, STEPHANIE DISTRICT CLERK HARRIS, ELIZABETH PROBST, ANDREA LANGLEY, MELISSA RILEY, BECKY M. P. O. BURNS, GABRIEL R. DE LA CRUZ, MICHELLE U RESIGNATION NEW HIRE -PET HOT CHECK SUPP. SALARY INCREASE PROMOTION NEW HIRE-F/I' PROMOTION NEW HIRE-P/T . NEW HIRE-P/T JUVENILE SERVICES RODRIGUEZ, ANDREW NEW HIRE -TEMP. Approved in Commissioners' Court: December 21. 2001 County Judge's or Commissioner's Signature: (This copy to be attached to minutes) ( '1 Oli_rs A0 • AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT IN REINVESTMENT ZONE NUMBER FOURTEEN (14) FOR COMMERCIAL TAX ABATEMENT STATE OF TEXAS COUNTY OF BRAZOS • • This Agreement entered into by and between the BRAZOS COUNTY, TEXAS, a political subdivision of the State, acting herein by and through its Commissioners Court (hereinafter referred to as "COUNTY"), and CW CS 1 LP, a Texas limited partnership (hereinafter referred to as LESSEE), COMPAQ COMPUTER CORPORATION, a Delaware Corporation, and SCHLUMBERGER TECHNOLOGY CORPORATION, a Texas Corporation (hereinafter referred to as "SUBLESSEE or SUBLESSEES" AND INDIVIDUALLY AS "CG%IIPAQ" AND "SCHLUMBERGER", RESPECTIVELY), acting herein by and through their respective duly authorized agents. WITNESSETH: WHEREAS, the City Council of the City of College Station, Texas, by ordinance, established Reinvestment Zone Number Fourteen (14) for Commercial Tax Abatement, City of College Station, Texas (hereinafter referred to as "Zone") as authorized by ARTICLE 1066F, V.T.CS., as amended, and TAXCODE 5312.201. WHEREAS, the County, by Order, has established a Criteria for the granting of tax abatement within Reinvestment Zones; and 'WHEREAS, in order to provide for the proper development of such property and to aid in the conduct of the operation thereof to the best interest of the COUNTY in accordance with the above - referenced ordinances and statutes, the parties do mutually agree as follows: 1. Definitions: Cessation of operations means any unauthorized assignment pursuant to Sections 16.7 and 16.8 herein; vacating the premises prior to the end of a lease or suhleace term; abandoning the lease or AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group/legal/economic dewJopment/inprogresz/Compag/TA Agreemart Final 12-12-01.doc 12/20/01 • sublease; an uncured default under any lease or sublease agreement; failure of a SUBLESSEE to relocate its business to another facility in College Station and continue to operate its business in accordance with this Agreement for an additional 60 months in the event that SUBLESSEE does not renew its sublease after the expiration of the initial 60 month lease term for an additional 60 months; an uncured default of LESSEE of its mortgage; any foreclosure of a mortgagee upon the lease; any termination of the lease by Texas A&M University. District means the Brazos County Appraisal District. EDC means the Bryan/College Station Economic Development Corporation. Full-time Employees means any employee (excluding temporary or seasonal employees) on the payroll in a budgeted position and having an officially scheduled workweek of 40 hours or more and receives benefits. Lessee means CW CS 1 LP, a Texas limited partnership, the owner of a leasehold interest in tax- exempt real property under a ground lease with Texas A&M University, a tax-exempt entity. Part-time Employees means any employee (excluding temporary or seasonal employees) on the payroll in a budgeted position and having an officially scheduled workweek of less than 40 hours. Premises means the Property defined herein together with all fixtures, buildings and permanent improvements. Property means a six acre tract or parcel identified and described in Exhibit "A", attached hereto and incorporated herein for all purposes, and also referred to as part of Block 5 of the Phase 1 Designation and Re -plat of Block 4, Texas A8rM University Research Park according to the plat recorded in Volume 1165, Page 117, of the Official Records of Brazos County, Texas. Tenant means a business that leases space in the facility but has not been approved to receive economic incentives from the COUNTY or the EDC Sublessee means Compaq, Schlumberger or any qualified economic development prospect who subleases space in the facility constructed by LESSEE. Qualified economic development prospect means a new or existing business that qualified for an incentive package by the EDC and been approved by the EDC Board for incentives pursuant to the economic development guidelines of the COUNTY. 2. In consideration of LESSEE's construction of approximately SEVEN MILLION DOLLARS AND NO CENTS ($7,000,000.00) of real property improvements to be used as commercial/industrial lease space which will consist of approximately 69,000 finished and heated square feet of commercial/industrial building (hereinafter referred to as "Building") to be constructed on the Property and to be subleased, and each SUBLESSEE's guarantee to provide a minimum payroll, job creation and other economic investments as agreed to herein, COUNTY agrees, subject to the terms and conditions contained herein, that the Premises shall be entitled to an exemption from taxation for the increase in value over the value for the year in which this Agreement is executed as provided for in Section 12 of 2 AGREEMENTFOR DEVELOPMENT AND TAXABArEMFNT O/group/legal/economic de elopmau/inprogncn/Compaq/TA Agreement Flnal 12-12-01..doc 12/1.3/al $'013, „,s2L.PARs,&,..ALE` • this Agreement for a period of eight (8) years, and that upon the expiration of ten (10) years this Tax Abatement Agreement shall terminate. • • • 3. LESSEE and each SUBLESSEE acknowledge and agree that the COUNTY is engaged in a governmental function in granting tax abatement and all matters related thereto. The COLNIY's purpose in entering into this Tax Abatement Agreement is to encourage development of the Property, to create jobs and payroll, create industrial/commercial lease space for new or expanding business, and operation of a business by each SUBT RSSEE in the Premises in Reinvestment Zone Number Fourteen (14) in accordance with this Agreement. LESSEE and each SUET .FS -SEE agree to limit the use of the Premises to further said purposes. 4. Lessee's Obligations 4.1. LESSEE agrees to invest SEVEN MILLION DOLLARS AND NO CENTS ($7,000,000.00) for the construction of real property improvements on the Property. LESSEE represents and warrants that the improvements will be complete and ready for occupancy on or before December 31, 2002. LESSEE's failure to complete its capital investment obligations by the aforementioned date chall constitute a breach of this Agreement subject to the default remedies in Section 9 herein. 4.2 After COUNTY certifies in writing that each SUBLESSEE is not in default and has met its performance requirements in Section 5 herein, LESSEE shall apply annually a credit against each SUBLESSEE's operating expenses in the sublease the amount of taxes owed to LESSEE under the sublease. COUNTY shall provide a copy of this certification to LESSEE. The credit shall be in accordance with the amount and proportion abated by COUNTY and approved by the District on the Premises as provided in this Agreement 4.3 LESSEE shall promptly notify COUNTY of any SUBLESSEE default of its sublease if LESSEE intends, as a consequence thereof, to terminate such sublease or terminate the right of SUBLESSEE's possession under the sublease. LESSEE chall withhold the credit from a 3 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group?egaVeconomie development/inprogress/Compaq/TA Agreement Final 12-12-01. doc 12/13/01 SUBLESSEE if he knows that a SUBLESSEE is in default of this agreement through actual written notice from the COUNTY. 4.4 LESSEE shall provide a copy of all executed subleases with SUBLESSEE(s) to COUNTY within ten days of execution of same with a SUBLESSEE. 4.5 To be eligible for tax abatement, LESSEE must sublease a minimum of 40% (approximately 27,600 sq. ft.) of the gross heated square footage of the Building to SUBLESSEE(s) with such actual minimum amount to be confined as per Section 47 hereof. After the minimum square footage is under sublease to SUBLESSEE(s), COUNTY shall grant tax abatement for the Premises on a prorated basis in proportion to the percentage of the Building leased to SUBLESSEE(s) to the entire Building and the abatement schedule set forth in Section 12.2 hereof. Example of abatement calculation: Leased space as of year 4: Sublessee A 40,000 square feet (representing 58% of the premises) Sublessee B 15,000 square feet (representing 22% of the premises) Tenants or vacant 14,000 square feet (representing 20% of the premises) Total: 69,000 square feet (representing 100% of the premises) Total taxable value for year 4 at 70% abatement $7,000,000/$100 X $0.42 tax rate = $29,400 Tax Abatement if 100% leased by Sublessees: $29,400 x 70% abatement —$20,580 Abatement Pass Through from Lessee to Sublessees: O Sublessee A would receive $11,936.40 in tax abatement (58% of tax abatement) 0 Sublessee B would receive $4,527.60 in tax abatement (22% of tax abatement) The remaining $4,116.00 (20%) would not be abated (for either T Pecee or Sublessees) as the space was not leased by a SUBLESSEE. Note: The methodology for calculating the percentage reduction of abatement in the event a Sublessee defaults is the same 4 AGREEMENT FOR DEYELOPMENTAND TAXABATEMFVT O/groupi/legalleconom[c dewrlopmenlrnprogravCompaq/PA Agreement Final 12-12-01..doc 12/13/01 • 4.6 A decrease in the percentage of square footage leased to SUBLESSEE(s) to below 40% due to a SUBLESSEE default shall not constitute a default of the LESSEE. However, T.FSSEE's tax abatement shall be reduced to the actual percentage leased to SUBLESSEE(s) multiplied by the percentage of abatement granted for that year according to Section 12.2 herein. Tenants of LESSEE shall not qualify to satisfy the 40% occupancy requirement or authorize tax abatement for Tenant occupancy. • • 4.7 LESSEE agrees that the site plan, exterior design drawings, specifications and materials (hereinafter referred to as "Plans") for each improvement will be submitted to COUNTY, and/or its designated representative, and have been approved by Texas A8r1v1 University, which Plans are incorporated herein for all purposes. An official set of Plans (and upon completion "As Built" Plans) will be designated by the LESSEE and kept on file with the COUNTY. 4.8. LESSEE agrees to construct all improvements substantially in compliance with the Plans and in accordance with all applicable laws of the State of Texas, the United States, Texas A&M University and any subdivision, agency or authority thereof in effect at the time of development. Upon completion of the Building, LESSEE chall provide the COUNTY with a statement of completion and verification of the actual number of finished and heated square feet in the Building. 4.9. In the event the PREMISES is damaged by fire, act of God, or any other casualty, if LESSEE diligently pursues such reconstruction, repair, remodel, renovation or reconstruction of PREMISES in accordance with the PLANS or revised PLANS, then the exemption from taxation as provided for in this Agreement shall only cease during the time that the PREMISES are being repaired, remodeled, or renovated; and when PREMISES are restored to their prior condition, the exemption from taxation shall recommence for the full remaining term of the exemption. Should LESSEE decide not to repair, remodel, renovate, or reconstruct the damaged PREMISES, then the exemption from taxation as provided for in this Agreement shall cease, the PREMISES will be taxed at full market value, and LESSEE shall repay to COUNTY the amount of the tax previously abated in prior years; provided, however, if SUBLESSEE continues to operate its business within Brazos 5 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/groupViegaUcconomlc derelopme,uiinprog►ers/Co,,rpoq/TAAgreement FGrd l2-12-01..doc 12/13/01 • County, Texas in accordance with the performance tables herein, the COUNTY shall not recapture the taxes previously abated and such SUBLESSEE shall not be in default hereunder. 5. Sublessee Obligations 5.1 Space Subleased (a) Compaq agrees to sublease a minimum of 30,000 heated square feet for a term of five (5) years with an option to renew for an additional five (5) years. (b) Schlumberger agrees to sublease a minimum of 21,477 heated square feet for a term of five (5) years with an option to renew for an additional five (5) years. (c) If a SUBLESSEE does not exercise its five (5) year option to renew its sublease of the PREMISES, then the exemption from taxation for such SUBLESSEE shall cease and such SUBLESSEE, at CO(JNTY's sole option, may be obligated to re -pay the COUNTY the raves previously abated during the term of the Lease in accordance with Section 12 hereof provided, however, if SUBLESSEE continues to operate its business within Brazos County, Texas in accordance with the performance tables herein, the COUNTY shall not recapture the taxes previously abated and such SUBLESSEE shall not be in default hereunder. 5.2. Gross Payroll Each SUBLESSEE represents and agrees to increase gross payroll over and above the existing gross payroll in accordance with the requirements in the tables in this Agreement Each SUBLESSEE shall use reasonable efforts to hire and maintain additional employees over and above the existing number of employees in accordance with the applicable tables hereunder. However, the failure to meet the employment requirements shall not constitute a default provided that a SUBLESSEE meets its gross payroll requirements herein. Compaq performance requirements are in Table A and Schlumberger performance requirements are in Table B hereinbelow. Further, each SUBLESSEE represents that the current payroll and employee numbers provided to the COUNTY are accurate as of the date of execution of this Agreement 6 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group?ggalleconomie dew,lopi /iiiprogness/Compaq/TA Agreement Final 12-12-01..doc 12/13/01 VOL.22...14#1 • Table A Comva • • *Year No. of New Full- time Jobs No. of New Part-time Jobs New Annual Gross Payroll 2001 Existing Full-time Jobs 2001 Existing Part-time Jobs **Total Employment ***Total Annual Gross Payroll 2001 0 0 $0 9 60 69 $1,688,000 2002 0 0 $84,000 - - 69 $1,772,000 2003 0 0 $89,000 - - 69 $1,861,000 2004 0 0 $93,000 - - 69 $1,954,000 2005 0 0 $98,000 - -- 69 $2,052,000 2006 0 0 $102,000 - - 69 $2,154,000 2007 0 0 $0 - - 69 $2,154,000 2008 0 0 $0 - - 69 $2,154,000 2009 0 0 $0 - - 69 $2,154,000 $2,154,000 2010 0 0 $0 - - 69 TOTAL 0 0 $466,000 9 60 69 $2,154,000 Table B - Schlumberner *Year No. of New Full- time Jobs No. of New Part- time Jobs New Annual Gross Payroll 2001 Existing Full-time Jobs 2001 Existing Part-time Jobs **Total Employment ***Total Annual Gross Payroll 2001 0 0 0 38 0 38 $2,275,000 2002 5 - $380,200 - 0 43 $2,655,200 2003 5 - $380,200 - 0 48 $3,035,400 $3,269,700 2004 3 - $234,300 - 0 51 2005 3 - $234,300 - 0 54 $3,504,000 2006 0 - 0 - 0 54 $3,504,000 2007 0 - 0 - 0 54 $3,504,000 2008 0 - 0 - 0 54 $3,504,000 2009 0 - 0 - 0 54 $3,504,000 2010 0 - 0 - 0 54 $3,504,000 TOTAL 16 0 $1,229,000 38 0 54 $3,504,000 "The above employment numbers are as of December 31a of each year. *"Total employment numbers equal the combined total of New Pact -time and Full-time employees and current Part- time and Full-time employees. "'The above Total Annual Gross Payroll figures include both current payroll as stated below and New Annual Gross Payroll. 7 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT 0/group/legal/economic developme wtnprogress/CompatpTA Agreement Final 12-12-01..doc 12/13/01 5.3 Each SUBLESSEE respectively represents and warrants that its business will maintain while in the Premises for the term of this Agreement, the payroll reflected in the relevant table in this Section 5 from and after the cirPs specified. Each SUBLESSEE shall increase its payroll as scheduled in the applicable table for each SUBLESSEE during the term of this Agreement Fat•h SUBLESSEE agrees that the new employees and payroll figures specified in the applicable table are in addition to the current figures. Any decrease in the amount of payroll during the term of this Agreement below the scheduled the scheduled amount of gross payroll constitutes a breach of this Agreement subject to the default remedies in Section 9. 5.4 Once payroll is increased in accordance with the applicable table herein, a SUBLESSEE may not, thereafter, decrease the payroll to an amount below the new level that has been achieved unless authorized pursuant to Section 5 herein. 5.5 The payroll numbers in the tables are annualized, based on the last payroll date in the month of December each year. The last payroll date in the month of December" shall mean, for purposes of this paragraph, the last payroll distribution in the month of December. For example, if the regular payroll is distributed to the employees on a weekly basis, every Wednesday, the last payroll distribution for 2002 will be on the last Wednesday in December and the last Wednesday of each December thereafter for the term of this Agreement 6. Submission of Reports and/or Inspection and Auditing 6.1. COUNTY assumes no liability or responsibility for any defect in any structure constructed, renovated, or repaired from the Plans or approved revised Plans. Nothing in this Agreement shall be deemed or construed to create a partnership or joint venture between the parties hereto. 6.2 At all reasonable times during the construction of Premises, COUNTY and its respective designees may inspect the Premises in order to ensure that all construction, workmanship, 8 AGREEMENT FOR DEVELOPMENT AND TAXABATEAfFNT O/grorsp/legal/economlc development inprogrxrr/Compag/TA Agreemau Final 12-12-0/..doc 12/13/01 'ifOL=F:L es F, • materials and installations involved in or incident to the project are performed in substantial compliance with the approved Plans. • • • 6.3 All SUBLESSEEs shall execute the attached Texas Workforce Commission report release form attached as Exhibit B and authorize the COUNTY or, if designated by the COUNTY, the EDC to submit the form to the Commission in order to request the release of any information that has been filed or is required to be filed with the Commission during the term of Agreement. 6.4 The parties herein agree that the COUNTY 41211 have the right to an on -site inspection of the Premises at all reasonable times and upon reasonable prior written notice to verify that LESSEE or SUBT.FSSEEs are in compliance with the terms of this Agreement. Additionally, the LESSEE and each SUBLESSEE shall submit to the COUNTY and the Economic Development Corporation, on a quarterly and cumulatively on an annual basis, the information or reports necessary for the monitoring of the performance criterion established in this Agreement The cumulative annual submission shall be verified by a Certified Public Accountant or in-house accountant and an officer of the I .FSSEE or SUBLESSEE as applicable. The quarterly reports than be verified by an officer of the SUBLESSEE. 6.5 If a SUBLESSEE's payroll figures fall below the required level during a reporting period, the SUBLESSEE shall immediately notify COUNTY of same in writing and cure said default within thirty (30) calendar days from the date of default unless extended pursuant to Section 9.2. A SUBLESSEE's failure to notify the COUNTY of any default dial( waive the cure period and the COUNTY may exercise any of its remedies pursuant to Section 9. 7. Payment of Taxes 7.1 Notwithstanding any agreement herein to credit taxes abated to SUBLESSEE, LESSEE agrees and understands that it shall be liable for payment of taxes on the Premises. LESSEE'S credit of any taxes to a SUBLESSEE shall not constitute a release from or bar recapture of taxes previously abated tinder this Agreement following a default hereunder. 9 AGREEMENT FM DEVELOPMENT AND TAX ABATEMENT O/group✓legalecazomle developmardinprogTrsr/Compaq/TA Agreement Final 12-12-01. doc 12/13N1 7.2 LESSEE agrees to pay all ad valorem taxes and assessments that may be owed to COUNTY or any other taxing entity by it prior to such taxes and/or assessments becoming delinquent; provided, that LESSEE shall have the right to contest in good faith the validity or application of any such tax or assessment and shall not be considered in default hereunder so long as such contest is diligently pursued to completion. In the event LESSEE does contest any such tax or assessment, it shall, nevertheless, promptly pay to COUNTY or any other taxing entity prior to its becoming delinquent, all taxes and assessments. If LESSEE undertakes any such contest, it shall so notify COUNTY and keep cowry apprised of the status of such contest Should LESSEE be unsuc- cessful in such contest, LESSEE shall promptly pay the taxes, penalties, and/or interest, resulting therefrom, if not previously paid. This Agreement shall not take effect until such time as LESSEE has paid all taxes owed on the Premises prior to the execution date of this Agreement, if any. In the event that LESSEE fails to pay any and all ad valorem taxes or assessments when due, tax abatement for that year and subsequent years shall be terminated until such payment(s) are made. 8. Default 8.1. Events of Default The following are expressly established as "Events of Default": (a) I.FSSEE's failure to meet the capital investment requirements. (b) LESSEE's failure to promptly provide written notice required under Section 4.3 above of any SUBLESSEE default of its sublease. (c) LESSEE's failure to complete construction of the Building on or before December 31, 2002. (d) LESSEE or any SUBLESSEE cessation of operations as defined herein. (e) (i) Filing of an application by LESSEE or any SUBLESSEE for a consent to the appointment of a receiver, trustee or liquidator of its business or all of its assets (n) the filing by LESSEE or any SUBLESSEE of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (iii) the making by LESSEE or any SUBLESSEE of a general assignment for the benefit of creditors; (iv) the filing by LESSEE or any SUBLESSEE of an answer admiring the material allegations of or its consenting to, or default in answering, a petition filed against it in any bankruptcy proceeding. 10 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group?egaYac nomic developmem/inpmgress/Compa4?A Avvement Fina112-12-01..doc 12/13/01 • • • • (f) The entry of an order, jnrlgmPnt or decree by any court of competent jurisdiction, adjudicating LESSEE or any SUBLESSEE a bankrupt, or appointing a receiver, trustee or liquidator of its business or all its assets, and such order, judgment or decree continuing unstayed and in effect for any period of sixty (60) consecutive days. Failure of LESSEE or any SUBLESSEE to perform any of the other covenants, conditions, and agreements of this Agreement to be performed by LESSEE or any SUBLESSEE and the continuance of such failure after notice in writing from cowry and the expiration of any cure period, if any. Failure of LESSEE to credit or withhold the credit for taxes to any SUBLESSEE as provided in Sections 4.2 and 4.3 herein. A sale or assignment of the Premises to a tax-exempt entity without the prior written consent of the COUNTY. A SUBLESSEE's failure to meet or maintain the Payroll requirements set forth in Section 5 herein during the term of this Agreement. A SUBLFSSEE's failure to provide quarterly or annual reports as provided in Section 6.4 herein. Any unauthorized assignment. 9. Remedies In Case Of Default. 9.1 COUNTY at its sole option may treat any one or more of the Events of Default defined in Section 8 or a failure to comply with any other term or condition of this Agreement as a breach of this Agreement. Upon serving written notice by certified mail on the defaulting party at the last known address COUNTY will have one or more of the following remedies: (a) The COUNTY may terminate this Agreement, or in the case of a default by a SUBLESSEE such termination shall be effective only against such SUBLESSEE, or (b) The COUNTY may terminate or reduce the tax abatement as provided herein, or (c) COUNTY may, at COUNTY's sole option, require LESSEE to repay all or any portion of the taxes abated herein. 9.2 COUNTY shall notify the defaulting party in writing of its default (with a copy to all the other parties hereto) and, except where waived by the defaulting party, the defaulting party shall have thirty (30) calendar days, unless waived as provided elsewhere herein, after receipt of such written notice, to cure any default, subject to additional time to cure provided herein. In the event of a SUBLESSEE default on the amount of payroll, the cure period may be extended to up to an additional sixty (60) days for a total maximum a Tension of the cure period to ninety (90) days upon written 11 AGREEMENT FOR DEVELOPMENT AND TAXARATEMENT O/group/legoueconomic dr dopmentanprog►esa/Compaq/IA Agreement Final 12-12-01..doc 12/13/01 voi.,21Pite&a.,...Led_ request by SUBLESSEE and written approval by the County Judge upon submission of reasonable evidence substantiating a lack of available workers and/or unexpected employee turnover and that the SUBLESSEE is exercising due diligence to hire the number of employees necessary to comply with this Agreement. If a SUBLESSEE fails to timely cure its default, all abatement from taxation for SUBLESSEE shall cease and COUNTY may, at its sole option, terminate this Agreement with SUBLESSEE. 10. Payment of Taxes After Default 10.1 Should the LESSEE be required to pay the COUNYT the taxes that would have been paid to COUNTY had the taxes not been abated under the terms of this Agreement because of a default which specifically requires recapture, it chill pay such recaptured taxes plus interest at the rate provided for delinquent taxes in accordance with V.T.CA., TAX CODE, SECTION 33.01. Such payment of taxes and interest shall be due within thirty (30) days of COUNlY's termination of this Agreement and notification to LESSEE of the termination of this Agreement and of the amount of taxes and interest due. The taxes and interest are delinquent and incur penalties as provided by law for ad valorem taxes imposed by COUNTY if not paid before February 1 of the year following the date on which the termination of this Agreement occurs. 10.2 If LESSEE believes that such recapture is improper, LESSEE may file suit in the Brazos County District Court appealing such termination within sixty (60) days after the written notice of the termination by the COUNTY. If an appeal suit is filed, LESSEE shall remit to the COUNTY, within such sixty (60) days after the notice of termination, any additional and/or recaptured taxes as may be payable during the pendency of the litigation pursuant to the payment provisions of SECTION 42.08, TEXAS TAX CODE. If the final determination of the appeal increases LESSEE's tax liability above the amount of tax paid, LESSEE shall remit the additional tax to the COUNTY pursuant to SECTION 42.42, TEXAS TAX CODE. If the final determination of the appeal decreases LESSEE's tax liability, the COUNTY shall refund the LESSEE the difference between the amount of tax paid and the amount of tax for which LESSEE is liable pursuant to SECTION 42.43, TEXAS TAX CODE. COWIY's 12 AGREEMENT FOR DEVELOPMENT AND TAXABA1EMENT O/gronp/legal/eoonondc development rogress/CompagrlA Agreement Final 12-12-01..doc 12/13/01 • exercise of any recapture of abatement or portion thereof as provided in this Agreement shall not constitute a default by COUNTY. • • • 11. Certificate of Compliance. LESSEE shall certify in writing to COUNTY that all construction of the Premises has been completed in accordance with the approved Plans and Texas A&M requirements. After receipt of this certification, COUNTY shall make a final inspection of Premises to verify whether Premises have been constructed in compliance with this Agreement; and that upon so finding, COUNTY shall issue a Certificate of Compliance with this Agreement Such certificate shall be condusive that the Building and Premises are a qualified economic development project qualified and entitled to an exemption from taxation upon the terms of this Agreement 12. Tax Exemption. 12.1 The tax exemption provided for by this Agreement shall exempt the value of the Premises and all other enhancements to same, including without limitation, items of personalty permitted as provided below, and the like located on the Premises by T.FSSEE or any SUBLESSEE of the Premises (to the extent provided by law), (collectively such items are herein referred to as the "Property Improvements"). 12.2 Taxes on personalty shall also be abated but only on those items of personalty located on the Premises and described on a schedule of personal property furnished to the COUNTY and District by each SUBLESSEE no later than December 31, annually, and approved as eligible for abatement pursuant to the TEXAS TAX CODE. Failure of any SUBLESSEE to submit the above referenced schedule of personal property will result in loss of tax abatement to the party faring to submit its respective personal property schedule. This tax abatement shall apply to the value of the Building and personalty over and above the certified value of the Property for the 2001 tax year from the date of the approval of the Agreement by COUNTY. Such abatement shall be effective for the following years and in the following percentages under the terms, conditions and limitations provided herein: 13 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group'egalleaonomic developmertdlnprogre,rs/Compaq/FA Agreemau Final 12-12-01..doc 12/13/)1 woL_222.17 rk YEAR % OF ABATEMENT 2001 0% 2002 0% 2003 70% 2004 70% 2005 60% 2006 50% 2007 40% 2008 30% 2009 20% 2010 10% 12.3 The Chief Appraiser of the District shall annually determine (i) the taxable value of the real and personal property comprising the Premises taking into consideration the abatement provided by this Agreement, and (ii) the full taxable value without abatement of the real and personal property comprising the Premises. The Chief Appraiser shall record both the abated taxable value and the full taxable value in the District's records. The full taxable value figure listed in the District's appraisal records shall be used to compute the amount of abated taxes that are required to be recaptured and paid in the event this Agreement is terminated in a manner that results in recapture. Each year the LESSEE shall furnish the Chief Appraiser with such information outlined in CHAPi R 22, TEXAS TAX CODE, as amended, as may be necessary for the administration of this Agreement with a copy to each SUBLESSEE and the COUNTY. The estimated taxable value of the Property for the 2001 tax year is $360,680.00 subject to final determination of the District. 12.4 LESSEE MUST FILE AN APPLICATION FOR TAX ABATEMENT WITH THE BRAZOS COUNTY APPRAISAL DISTRICT IN ACCORDANCE WITH SECTIONS 11.28 AND 11.43 OF THE PROPERTY TAX CODE IN ORDER TO RECEIVE TAX ABATEMENT. FAILURE TO FILE THE APPLICATION WILL RESULT IN LOSS OF TAX ABATEMENT FOR THAT YEAR. LESSEE SHALL FURNISH A COPY OF SUCH ANNUAL FILING TO THE COUNTY AND THE SUBLESSEES SIMULTANEOUSLY WITH THE FILING AND IN ALL EVENTS ON OR BEFORE TEN (10) DAYS PRIOR TO THE LAST DAY TO FILE SUCH APPLICATION. 13. INDEMNIFICATION, GOVERNMENTAL IMMUNITY AND RELEASE LESSEE AND SUBLESSEE EACH AGREE TO AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND COUNTY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY SIND, INCLUDING ALL REASONABLE EXPENSES OF LITIGATION, COURT COSTS, AND REASONABLE ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, FOR ANY BREACH OF CONTRACT, OR ITS FAILURE TO ABIDE BY ALL APPLICABLE ENVIRONMENTAL LAWS, RULES AND 14 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT 0/group/legal/economic develapmeiu/mprogress/Compaq,TA Agreement Find I2-12-01..doc 12/13/01 itirL.2.1.Pilsge45 • REGULATIONS ARISING OUT OF OR IN CONNECTION WITH ITS USE, OPERATION OR CONSTRUCTION OF ITS LEASED PREMISES; PROVIDED, HOWEVER, SUCH INDEMNITY BY LESSEE AND SUBLESSEE SHALL BE LIMITED TO ACTIONS RELATED TO A SPECIFIC ENTITY AND LESSEE AND A SUBLESSEE SHALL NOT BE RESPONSIBLE FOR THE ACTIONS FOR OTHER ENTITIES UNDER THIS AGREEMENT. • • • GOVERNMENTAL IMMUNITY LESSEE AND EACH SUBLESSEE RESPECTIVELY AGREE AND ACKNOWLEDGE THAT IN THE GRANTING OF TAX ABATEMENT AND THE EXECUTION OF THIS AGREEMENT BY THE COUNTY, THE COUNTY IS ENGAGED IN CARRYING OUT A GOVERNMENTAL FUNCTION. IN THIS CONNECTION, THE PARTIES AGREE AND UNDERSTAND THAT IN THE PERFORMANCE OF ALL MATTERS RELATING TO THIS AGREEMENT AND EXECUTING THIS AGREEMENT THE COUNTY DOES NOT WAIVE ITS GOVERNMENTAL IMMUNITY NOR DOES THIS AGREEMENT CONSTITUTE THE COUNTY'S CONSENT TO SUIT. RELEASE LESSEE AND SUBLESSEES EACH INDEPENDENTLY AND AS TO THEIR OWN ACTIONS REQUIRED HEREUNDER ASSUME FULL RESPONSIBILITY FOR THE WORK TO BE PERFORMED BY THEM RESPECTIVELY HEREUNDER, AND HEREBY RELEASE, RELINQUISH, AND DISCHARGE THE COUNTY, ITS OFFICERS, AGENTS, AND EMPLOYEES PROM ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER, INCLUDING THE COST OF DEFENSE THEREOF, FOR ANY INJURY TO OR DEATH OF ANY PERSON (WHETHER EMPLOYEES OF EITHER PARTY OR OTHER THIRD PARTIES) AND ANY LOSS OF OR DAMAGE TO ANY PROPERTY (WHETHER PROPERTY OF EITHER OF THE PARTIES HERETO, THEIR EMPLOYEES, OR OF THIRD PARTIES) THAT IS CAUSED BY OR ALLEGED TO BE CAUSED BY, ARISING OUT OF, OR IN CONNECTION WITH THE WORK TO BE PERFORMED HEREUNDER OR THE TERMS OF THIS TAX ABATEMENT AGREEMENT. THIS RELEASE SHALL APPLY REGARDLESS OF WHETHER SAID CLAIMS, DEMANDS, AND CAUSES OF ACTION ARE COVERED IN WHOLE OR IN PART BY INSURANCE, AND IN THE EVENT OF INJURY, DEATH, PROPERTY DAMAGE, OR LOSS SUFFERED BY THE LESSEE OR SUBLESSEE, ANY SUBCONTRACTOR, OR ANY PERSON OR ORGANIZATION DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM TO PERFORM OR FURNISH WORK ON THE PREMISES. THIS RELEASE SHALL APPLY REGARDLESS OF WHETHER SUCH INJURY, DEATH, LOSS, OR DAMAGE WAS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE COUNTY BUT SHALL NOT APPLY IN THE EVENT OF THE WILLFULL MISCONDUCT RELATED TO SUCH INJURY, DEATH, LOSS OR DAMAGE. 15 AGREEMENT FOR DEVELOPMENT AND TAXABATEMENT O/group/tigal/eeonomie der dopme+K/fnprogre /aunpa4?A Agreement Final 12-12-01.doc 12/13/01 14. Term. 14.1 The term of this Agreement shall be from December 20, 2001 through December 31, 2011. 15. Written Notice 15.1 All notices required by this Agreement (i) must be in writing, (ti) must be addressed to the parties as set forth below unless notified in writing of a change in address, and (iii) shall be deemed to have been delivered either when personally delivered or, if sent by mail, in which event it shall be sent by registered or certified mail, return receipt requested, three (3) business days after mailing. The addresses of the parties are as follows: To COMPAQ: Compaq Computer Corporation P.O. Box 692000 Houston, Texas 77269-2000 To COUNTY: Brazos County, Texas 300 E. 26th Street Bryan, Texas 77803 Attn: County Judge To CW: do CaldwellWatson Real Estate Group 7600 West Tidwell, Suite 806 Houston, Texas 77040 Attention: Mr. Fred Caldwell To SCHLUMBERGER Schlumberger Technology Corporation 100 Gillingham Lane Sugarland, Texas 77478 Attention: Gary Kolstad, OFS Geomarket Manager -US land 16. Miscellaneous. 16.1 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the present or future laws effective while this Agreement is in effect, such provision shall be automatically deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby; and in lieu of such deleted provision, there shall be added automatically as part of this Agreement a provision that is similar in 16 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/groyp✓legallecononde de►elopmentRnprogress/ ompaq/PA Agreement F(nal 12-12-01..doc 12/13/01 • terms and substance to such deleted provision as may be possible and yet be legal, valid and enforceable. 16.2 Texas Law To Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas and all obligations of the parties created hereunder are performable in Brazos County, Texas. In the event of litigation, jurisdiction shall lie in Brazos County, Texas. 16.3 Prior Agreements Superseded. This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. • • • 16.4 Amendments. No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing, dated subsequent to the date hereof and duly executed by the parties hereto. 16.5 Rights and Remedies Cumulative. The tights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party chn1l not preclude or waive its rights to use any or all of their remedies. 16.6 No Waiver. No waiver by cowry in any event of default, or breach of any covenant, condition or stipulation herein contained shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition or stipulation hereo£ 16.7 Assignment. This Agreement may not be assigned by any LESSEE except to a for profit entity which acquires its interests under the ground lease with Texas A8dvl University or any SUBLESSEE either collectively or individually without the prior written consent of the COUNTY; provided, however, that COMPAQ may assign its interest in this Agreement to Hewlett Packard upon written notice to the COUNTY but without the requirement of prior consent, so long as Hewlett Packard has a net worth equal to that of Compaq as of the date of this Agreement, and further so long as there is no resulting reduction in the gross payroll or capital investments commitment hereunder. LESSEE or SUBLESSEE(s) must provide, in writing, the name of the 17 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/gruup/legal/ewnomlc developnw thnprogressX ompaq/rA Agreement Final 12-12-01..doc 12/13/01 401 ittaa=salsmoi"e= mi ANIL proposed assignee along with reasonable documentation that such person or entity has the requisite financial stability and business experience to fulfill the obligations of the Agreement. COUNTY, upon receipt of such documentation, will advise LESSEE or SUBLESSEE(s) in writing within thirty (30) days thereafter whether COUNTY consents to such proposed transfer. Failure of the COUNTY to respond shall be deemed an approval of such assignment. In granting or denying such consent, COUNTY may consider, among other factors, the proposed assignee's character, financial qualifications, business reputation, and experience in operating similar projects. If consent is required hereby and is given, no subsequent sale, assignment or transfer will be entered into by CW or CW's assignee without again obtaining the written consent of COUNTY in accordance with this section. If LESSEE or SUM.R.SSEE(s) desire to sell, assign, or transfer any part, portion, or interest in this Agreement under this section, LESSEE or SUBLESSEE(s) must give prior written notice to COUNTY. 16.8 Involuntary Assignment. For purposes of this Agreement, any proceeding under bankruptcy laws is considered an involuntary assignment and a default under this Agreement subject to the default remedies herein. 16.9 Change of Ownership. A change in ownership by any SUBLESSEE in a single transaction, of fifty-one percent (51%) of the stock of SUBT .FtSEE, or the transfer of fifty-one percent (51%) of ownership of SUBLESEE's business, shall be considered an assignment for purposes of this paragraph; provided however, that a change in ownership between Hewlett Packard and COMPAQ shall be permitted provided that Hewlett Packard meets the requirements established for assignment in 16J herein. An assignment as prohibited above shall cause this Agreement to terminate immediately as to the party in default, and the exemption from taxation as provided for herein shall cease. Such assignment shall, however, not be considered a violation of this Agreement as to require the recapture of any taxes previously abated herein. This prohibition on ahatpment is not applicable to a bona fide lender with a lien on the Premises unless the lender forecloses its lien. 18 AGREEMENT FOR DEVEWPMENTAND TAXABA7EMENT O/group/legalleconomie de►elopme,uRaprognas/C mpaq/!A Agreement Final l2-12-01..doc 12/13/71 • 16.10 Authority to Act. The parties to this Agreement shall provide proof of authorization to execute this document on behalf of the party's respective legal entity. 16.11 Conflict If the terms of this Agreement and any other agreement executed by LESSEE or SUBLESSEE conflict, this Agreement shall take precedence and govern. 16.12 Construction of Agreement. The language in all parts of this Agreement will be construed a whole according to its fair meaning and not strictly for or against COLNTY, LESSEE, or any SUET .FSSEE. • • 16.13 The parties hereto have executed or caused to be executed by their duly authorized offi- cials, this Agreement in multiple counterparts, each of equal dignity, on this day of December, 2001. REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 19 AGREEMENT' FOR DEVELOPMENT AND TAX ABATEMENT O/grvtc/legal/ccromtc devclopmc /inprog►art/Compaq/TA Agreement Final 12-12-01..doe 12/13/01 • LESSEE: CW CS 1 LP By CNI Capital Investments, Inc., Its General Partner BY: Name: TId STATE OF TEXAS OOUNIY OF Before me, the undersigned authority, on this day personally appeared as , of CNI Capital Investments, as general partner of CW CS 1 LP, a Texas Limited Partners on behalf of said limited partnership, known to me to be the person whose name is subscn to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the day of , 2001. § ACKNOWLEDGMENT Notary Public in and for the State of Texas 20 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/groupgegaUeo,nomle development/urprogramm/Compaq/TA Agreement Final 12-12-01..doc 12/13/71 tkab.22.Piligjet...taa • SUBLESSEE: COMPAQ COMPUTER CORPORATION • • • MaryMcDoweu General Manager & Sr. Vice President t-CW3Ciot Wi tStc an bia a 1� inn FnCboujitt STATE OF § ACKNOWLEDGMENT COUNTY OF Before me, the undersigned authority, on this day personally appeared Mary McDowell, as General Manager and Sr. Vice President of C.ompaq Computer Corporation, a Delaware Corporation, on behalf of said corporation, known to me to be the person whose name is subscribed. to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the , /,, Ott day of 2001. SUSAN J. SCOTT N WARY fIRRxfTA1E0fTER COBtU CI EIftu SEPTEMBER 1S, 2004 �rvwivwi 21 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group legal/eca Comic developme .0 aprogreu/Coe*paq/PA Agreement FLml 12-12-014oe 12/13/01 c in . ' • s,T e tate o exas SCHLUMBERGER TECHNOLOGY CORPORATION STATE OF TEXAS COUNTY OF 4 S By: Gary Kolstad, Vice President ACKNOWLEDGMENT Before me, the undersigned authority, on this day personalty appeared Gary Kolstad as Vice President of Schlumberger Technology Corporation, a Texas Corporation, on behalf of said corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my band and seal of office on this the day of , 2001. Notary Public in and for the State of Texas 22 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group✓legaUecanomic detelopmeu/osprogress/Compaq/!A Agreement Final 12-12-01..doe 12/13/01 • BRAZOS COUNTY, TEXAS • • • STATE OF TEXAS COUNTY OF BRAZOS BY: .1 .- W. Jones, County untyJudge ACKNOWLEDGMENT Before me, the undersigned authority, on this day personally appeared ALVIN W. JONES, as County Judge of the Brazos County, Texas, a political subdivision of the State, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and on behalf of said County. Given under my hand and seal of office on this the . day ofiegeennhe-)2001. CANDY GALLEGO Notify Pubic, State of Texas My Commission Expires MAY 13, 2005 ' Notary Pu •lic 'f' . • or ATTACHMENTS: Exhibit A - Property Description Fvhibit B - Texas Workforce Commission report release form 23 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT 0/group/legal/economic developmenUlnprogress/Compaq/rA Agreement Fora! 12-12-01.4oc 12/13101 EXHIBIT "A" 8.00 Akre Tract - Part of Blk 5 Texas Ad,M University Research Park J. E. Scott Survey, A-60 Brazos County, Texas Field notes of a 6.00 acre tractor parcel of land, lying and being situated In the J. E. Scott Survey, Abstract No. 50, Brazos County, Texas, andbbeing part of a 1226 acre tract described In the deed dated Jute 21, 1981, from Fredrick Cox to the Agrlouttural and Mechanical College of Texas, also knov.n as The Texas Att,M University System, as recorded in Volume M, Page 142, of the Deed Records of Brazos County, Texas, and being part of Block 6 of the Phase 1 Designation and Re -plat of Block 4, Texas MM University Research Park according to the plat recorded in Volume 1186, Page 117, of the Midst Records of Brans County, Texas, and being more particularly described as follows: BEGINNING at the W Iron rod set at the east comer of 8lodk6In the southwest right-of-way line of Research Parkway; THENCE S 42'04' 56" W along the southeast line of Block 5 fora distance of 251.16 feet to a W Iron rod set; THENCE N 85' 14' 53" Wfor a distance of 595.07feetto a W iron rod set In northwest line of Block 5; THENCE along the northwest line of Block 6 as follows: N 24° 61' 40" E fora distance of 73.71 feet to a St' Iron rod found, N 16' 64' 17"E fora distance of 370.07 feet to a W iron rod found marldngthewastcomerofBlock5inthesoutheast right-of-way line Of Technology Loop; THENCE along the southeast right-of-way tine of Technology Loop as follows: 5 85' 14' 63" E fa a distance of 231.66 to a W Iron rod set at the beginning of a curve concave to the northwest having a radius of 531.22 fetid, Easterly along said arva fa an arc distance of 169.48 feet to a SL iron rod found marking the end of this eve, the chord bears N 86' 09' 09" E fora distance of 168.86 feet, N 77°33' 10"E fora distance of 13.68 feet to a W Iron rod set at the transition line from Technology Loop to Research Parkway; THENCE S 63' 55' 40" E along the transition line from Technology Loop to Research Park for adistance of 39.12 feet toaW iron rodfound inthe southwest dght- of-way line of Research Padaray, same being the beginning of a curve concave to the northeast having a radius of 614.!16 feet THENCE along the southwest right-of-way line of Research Parkway as follows: Southeasterly along said curie for an arc distance of 114.57 feet toa W Iron rod set at the end of this curve, the chord bears 531'63'37"E -114.41 feet, S 37° 13' 52"E for a distance of 205.87 feet to the PLACE OF BEGINNING containing 6.00 acre of land more or less. Surveyed 01 Pr.paredemoro$ lissOMUsforralOOrebilimpt M. R. P. L 6, No. 20 +awn nooe4waiu NM SMITING UYAK TIM• Page 1 of 2 tfoLl`L.Pmeti-1 J F w u 07/25/01 14:12 FAX 409 145 9252 • 1,4 s 27 16.00 ACRE TRACT BLOCK 5 Tl.S10 ACRE'S TOT. Iktee 1. tl..i of beaky* i. e.. monumental Nallbse.t 1'..e d tat 1. SOO • d Me R.O O Of tied. 4. Tow 11Y/ Rn..rd. Prb SCWI$y b the yet ..carded 1e VOL 110. Pe. 117 d tie OfNdd Naavde etine. tea. Vera .i0...eoad leaded d N 4170813%. Z $vbfuct Tad Oa Rd de .ao. M. UM Teen tbodyern ceecereel le the Noel buercee. 11.1. Me Ter Tl.ease G..nt. Tame end kw& Comma, t0. a. 114.X. k oeta d,/1,4°°2 �Op wa 014X. re. x Ayalel Macaw d. The T. M!1 Waned prewar le rat subject to nets C Nt Cl Nag. lie Maack Nes drew. Mm.n ens .oeallonw ally. a Lowey neetilaime. 5. Us ..o.ns ensw Mot d.. Reeked Ptie.l . R.nehooe) be ambalM le atM detone tt.e. eed eimusi ide bd1n .. c ///01,44°8 SUM 1'01001 • SURVEY PLAT / Jda ?NNW • •y PARK 16.00 ACRE TRACT COW M0uJME 1165, ME 1 7 e vlx Ruts agar Qhg00 WINAC J. E. scoff 9JRVEY. A-50 114.6r 614.96' 10.4079' 5.11 JJ'J7F-.1M41' mog mum wag MSS' ann. 17'11$7' A136V9119T 15886' SCAM 1'.100' .RUI:►. 3001 • • EXHIBIT "B" TEXAS WORKFORCE COMMISSION INFORMATION RELEASE DEPT. 101 E. 15th STREET, Rm 264 AUSTIN, TX 78778 (512) 463-2748 TDD 1-800-735-2989 AUTHORIZATION FOR RELEASE OF RECORDS (Name of Employer) TWC Tax Account No.: The above named employer, by the signature of its duly authorized officer or agent below, hereby expressly authorizes the Texas Workforce Commission (TWC) to release to , its duly authorized agent(s) or representative(s), all confidential records held or maintained by TWC concerning the existence, status or contents of the undersigned's Tax Account, except as expressly set forth hereafter: The persons obtaining such records pursuant to this Authorization shall be solely responsible for the payment of all costs assessed by the Texas Workforce Commission for providing such records. Any true and correct photocopy of this Authorization may be treated as equivalent to the original. This Authorization shall be valid for a period of from the date of execution. Title: Dated: AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT IN REINVESTMENT ZONE NUMBER FOURTEEN (14) FOR COMMERCIAL TAX ABATEMENT STATE OF TEXAS • • • COUNTY OF BRAZOS § § This Agreement entered into by and between the BRAZOS COUNTY, TEXAS, a political subdivision of the State, acting herein by and through its Commissioners Court (hereinafter referred to as "COUNTY"), and CW CS 1 LP, a Texas limited partnership (hereinafter referred to as LESSEE), COMPAQ COMPUTER CORPORATION, a Delaware Corporation, and SCHLUMBERGER TECHNOLOGY CORPORATION, a Texas Corporation (hereinafter referred to as "SUBLESSEE or SUBLESSEES" AND INDIVIDUALLY AS "COMPAQ" AND "SCHLUMBERGER", RESPECTIVELY), acting herein by and through their respective duly authorized agents. WITNESSETH: WHEREAS, the City Council of the City of College Station, Texas, by ordinance, established Reinvestment Zone Number Fourteen (14) for Commercial Tax Abatement, City of College Station, Texas (hereinafter referred to as "Zone") as authorized by ARTICLE 1066F, V.T.C.S., as amended, and V.T.CA, TAX CODE §312.201. WHEREAS, the County, by Order, has established a Criteria for the granting of tax abatement within Reinvestment Zones; and WHEREAS, in order to provide for the proper development of such property and to aid in the conduct of the operation thereof to the best interest of the COUNTY in accordance with the above - referenced ordinances and statutes, the parties do mutually agree as follows: 1. Definitions: Cessation of operations means any unauthorized assignment pursuant to Sections 16.7 and 16.8 herein; vacating the premises prior to the end of a lease or sublease term; abandoning the lease or AGREEMENT FOR DEVELOPMENT AND TAXABATEMENT O/group/legal/economic deer/opment/lnprogrrss/Campaq/FA Agreement Final 12-I2-0l.doc !2/!3/0! eok, sublease; an uncured default under any lease or sublease agreement; failure of a SUBLESSEE to relocate its business to another facility in College Station and continue to operate its business in accordance with this Agreement for an additional 60 months in the event that SUBLESSEE does not renew its sublease after the expiration of the initial 60 month lease term for an additional 60 months; an uncured default of LESSEE of its mortgage; any foreclosure of a mortgagee upon the lease; any termination of the lease by Texas A&M University. District means the Brazos County Appraisal District. EDC means the Bryan/College Station Economic Development Corporation. Full-time Employees means any employee (excluding temporary or seasonal employees) on the payroll in a budgeted position and having an officially scheduled workweek of 40 hours or more and receives benefits. Lessee means CW CS 1 LP, a Texas limited partnership, the owner of a leasehold interest in tax- exempt real property under a ground lease with Texas A&M University, a tax-exempt entity. Part-time Employees means any employee (excluding temporary or seasonal employees) on the payroll in a budgeted position and having an officially scheduled workweek of less than 40 hours. Premises means the Property defined herein together with all fixtures, buildings and permanent improvements. Property means a six acre tract or parcel identified and described in Exhibit "A", attached hereto and incorporated herein for all purposes, and also referred to as part of Block 5 of the Phase 1 Designation and Re -plat of Block 4, Texas A&M University Research Park according to the plat recorded in Volume 1165, Page 117, of the Official Records of Brazos County, Texas. Tenant means a business that leases space in the facility but has not been approved to receive economic incentives from the COUNTY or the EDC Sublessee means Compaq, Schhunberger or any qualified economic development prospect who subleases space in the facility constructed by LESSEE. Qualified economic development prospect means a new or existing business that qualified for an incentive package by the EDC and been approved by the EDC Board for incentives pursuant to the economic development guidelines of the COUNTY. 2. In consideration of I F-SSEE's construction of approximately SEVEN MILLION DOLLARS AND NO CENTS ($7,000,000.00) of real property improvements to be used as commercial/industrial lease space which will consist of approximately 69,000 finished and heated square feet of commercial/industrial building (hereinafter referred to as "Building") to be constructed on the Property and to be subleased, and each SUBJ-ESSEE's guarantee to provide a minimum payroll, job creation and other economic investments as agreed to herein, COUNTY agrees, subject to the terms and conditions contained herein, that the Premises shall be entitled to an exemption from taxation for the increase in value over the value for the year in which this Agreement is executed as provided for in Section 12 of 2 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group?egaUeamomic deucelopment/Inprogre s/C.ompaq/7A Agreement Final 12 -12 -01 - doe 12/13/01 • this Agreement for a period of eight (8) years, and that upon the expiration of ten (10) years this Tax Abatement Agreement shall terminate. • • • 3. LESSEE and each SUBLESSEE acknowledge and agree that the COUNTY is engaged in a governmental function in granting tax abatement and all matters related thereto. The COUNTIY's purpose in entering into this Tax Abatement Agreement is to encourage development of the Property, to create jobs and payroll, create industrial/commercial lease space for new or expanding business, and operation of a business by each SUBLESSEE in the Premises in Reinvestment Zone Number Fourteen (14) in accordance with this Agreement. LESSEE and each SUBLESSEE agree to limit the use of the Premises to further said purposes. 4. 1 pcsee's Obligations 4.1. LESSEE agrees to invest SEVEN MILLION DOLLARS AND NO CENTS ($7,000,000.00) for the construction of real property improvements on the Property. LESSEE represents and warrants that the improvements will be complete and ready for occupancy on or before December 31, 2002. LESSEE's failure to complete its capital investment obligations by the aforementioned date shall constitute a breach of this Agreement subject to the default remedies in Section 9 herein. 4.2 After COUNTY certifies in writing that each SUBLESSEE is not in default and has met its performance requirements in Section 5 herein, LESSEE shall apply annually a credit against each SUBLESSEE's operating expenses in the sublease the amount of taxes owed to LESSEE under the sublease. COUNTY shall provide a copy of this certification to LESSEE. The credit shall be in accordance with the amount and proportion abated by COUNTY and approved by the District on the Premises as provided in this Agreement. 4.3 LESSEE chart promptly notify COUNTY of any SUBLESSEE default of its sublease if LESSEE intends, as a consequence thereof, to terminate such sublease or terminate the right of SUBLESSEE's possession under the sublease. LESSEE shall withhold -the credit from a 3 AGREEMENT FOR DEVELOPMFJVTAND TAX ABATEMENT GVgrovp✓legauecoaomlc deuelopnienf/inprogrest/Conrpaq/TA Agreement Final 12-12-01..doe 12/13/01 SUBLESSEE if he knows that a SUBLESSEE is in default of this, agreement though actual written notice from the COUNTY. 4.4 LESSEE shall provide a copy of all executed subleases with SUBLESSEE(s) to COUNTY within ten days of execution of same with a SUBLESSEE. 4.5 To be eligible for tax abatement, LESSEE must sublease a minimum of 40% (approximately 27,600 sq. ft) of the gross heated square footage of the Building to SUBLESSEE(s) with such actual minimum amount to be confirmed as per Section 42 hereof. After the minimum square footage is under sublease to SUBLESSEE(s), COUNTY shall grant tax abatement for the Premises on a prorated basis in proportion to the percentage of the Building leased to SUBLESSEE(s) to the entire Building and the abatement schedule set forth in Section 12.2 hereof. Example of abatement calculation: Leased space as of year 4: Sublessee A 40,000 square feet (representing 58% of the premises) Sublessee B 15,000 square feet (representing 22% of the premises) Tenants or vacant 14,000 square feet (representing 20% of the premises) Total: 69,000 square feet (representing 100% of the premises) Total taxable value for year 4 at 70% abatement — $7,000,000/$100 X $0.42 tax rate = $29,400 Tax Abatement if 100% leased by Sublessees: $29,400 x 70% abatement =$20,580 Abatement Pass Through from Lessee to Sublessees: O Sublessee A would receive $11,936.40 in tax abatement (58% of tax abatement) O Sublessee B would receive $4,527.60 in tax abatement (22% of tax abatement) The remaining $4,116.00 (20%) would not be abated (for either I PssPe or Sublessees) as the space was not leased by a SUBLESSEE. Note: The methodology for calculating the percentage reduction of abatement in the event a Sublessee defaults is the same 4 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT 0/group/legal/economic de►elopmerat progreu/Compaq/fA Agneaaen' Fina112-12-01..dac 12/13/71 • 4.6 A decrease in the percentage of square footage leased to SUBLESSEE (s) to below 40% due to a SUBLESSEE default shall not constitute a default of the LESSEE. However, LESSEE'S tax abatement shall be reduced to the actual percentage leased to SUB! FSSEE(s) multiplied by the percentage of abatement granted for that year according to Section 12.2 herein. Tenants of LESSEE shall not qualify to satisfy the 40% occupancy requirement or authorize tax abatement for Tenant occupancy. • • 4.7 LESSEE agrees that the site plan, exterior design drawings, specifications and materials (hereinafter referred to as "Plans") for each improvement will be submitted to COUNTY, and/or its designated representative, and have been approved by Texas A&M University, which Plans are incorporated herein for all purposes. An official set of Plans (and upon completion "As Built" Plans) will be designated by the LESSEE and kept on file with the COUNTY. 4.8. LESSEE agrees to construct all improvements substantially in compliance with the Plans and in accordance with all applicable laws of the State of Texas, the United States, Texas A&M University and any subdivision, agency or authority thereof in effect at the time of development. Upon completion of the Building, LESSEE shall provide the COUNTY with a statement of completion and verification of the actual number of finished and heated square feet in the Building. 4.9. In the event the PREMISES is damaged by fire, act of God, or any other casualty, if LESSEE diligently pursues such reconstruction, repair, remodel, renovation or reconstruction of PREMISES in accordance with the PLANS or revised PLANS, then the exemption from taxation as provided for in this Agreement shall only cease during the time that the PREMISES are being repaired, remodeled, or renovated; and when PREMISES are restored to their prior condition, the exemption from taxation shall recommence for the full remaining term of the exemption. Should LESSEE decide not to repair, remodel, renovate, or reconstruct the damaged PREMISES, then the exemption from taxation as provided for in this Agreement %hall cease, the PREMISES will be taxed at full market value, and LESSEE shall repay to COUNTY the amount of the tax previously abated in prior years; provided, however, if SUBLESSEE continues to operate its business within Brazos 5 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/g„oup11egal/e omfc dmelopmenainprogreul ompag/TA Agreement Final 12-12-01..doc 12/13/01 • County, Texas in accordance with the performance tables herein, the COUNTY shall not recapture the taxes previously abated and such SUBLESSEE shall not be in default hereunder. 5. Sublessee Obligations 5.1 Space Subleased (a) (b) Compaq agrees to sublease a minimum of 30,000 heated square feet for a term of five (5) years with an option to renew for an additional five (5) years. Schlumberger agrees to sublease a minimum of 21,477 heated square feet for a term of five (5) years with an option to renew for an additional five (5) years. (c) If a SUBLESSEE does not exercise its five (5) year option to renew its sublease of the PREMISES, then the exemption from taxation for such SUBLESSEE shall cease and such SUBT.FSSEE, at CGJNI'Y's sole option, may be obligated to re -pay the COUNTY the taxes previously abated during the term of the Lease in accordance with Section 12 hereof; provided, however, if SUBLESSEE continues to operate its business within Brazos County, Texas in accordance with the performance tables herein, the COUNTY shall not recapture the taxes previously abated and such SUBLESSEE shall not be in default hereunder. 5.2. Gross Payroll Each SUBLESSEE represents and agrees to increase gross payroll over and above the existing gross payroll in accordance with the requirements in the tables in this Agreement. Each SUBLESSEE shall use reasonable efforts to hire and maintain additional employees over and above the existing number of employees in accordance with the applicable tables hereunder. However, the failure to meet the employment requirements shall not constitute a default provided that a SUBLESSEE meets its gross payroll requirements herein. Compaq performance requirements are in Table A and Schlumberger performance requirements are in Table B hereinbelow. Further, each SUBLESSEE represents that the current payroll and employee numbers provided to the COUNTY are accurate as of the date of execution of this Agreement. AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT 6 O/group/legal/economic de►el mpaq/rA Agreement na112-12-01..doe 12/13/01 tf3L,„_fLippgc.:51":..g. • Table A Comna • • • *Year No. of New Full- time Jobs No. of New Part-time Jobs New Annual Gross Payroll 2001 Existing Full-time Jobs 2001 Existing Part-time Jobs **Total Employment ***Total Annual Gross Payroll 2001 0 0 $0 9 60 69 $1,688,000 2002 0 0 $84,000 - - 69 51,772,000 2003 0 0 $89,000 - - 69 $1,861,000 2004 0 0 $93,000 - - 69 $1,954,000 2005 0 0 $98,000 - -- 69 $2,052,000 2006 0 0 $102,000 - - 69 $2,154,000 2007 0 0 $0 - - 69 $2,154,000 2008 0 0 $0 - - 69 $2,154,000 2009 0 0 $0 - - 69 $2,154,000 2010 0 0 $0 - - 69 $2,154,000 TOTAL 0 0 $466,000 9 60 69 $2,154,000 Table B - Schlumbereer *Year No. of New Pull- time Jobs No. of New Part- time jobs New Annual Gross Payroll 2001 Existing Full-time Jobs 2001 Existing Part-time Jobs **Total Employment ***Total Annual Gross Payroll 2001 0 0 0 38 0 38 $2,275,000 2002 5 - $380,200 - 0 43 $2,655,200 2003 5 - $380,200 - 0 48 $3,035,400 2004 3 - $234,300 - 0 51 $3,269,700 2005 3 - $234,300 - 0 54 $3,504,000 2006' 0 - 0 - 0 54 $3,504,000 2007 0 - 0 - 0 54 $3,504,000 2008 0 - 0 - 0 54 $3,504,000 2009 0 - 0 - 0 54 $3,504,000 2010 0 - 0 - 0 54 $3,504,000 TOTAL 16 0 $1,229,000 _ 38 0 54 $3,504,000 *The above employment numbers are as of December 31= of each year. *"Total employment numbers equal the combined total of New Part-time and Full-time employees and current Part- time and Pull -time employees. *"The above Total Annual Gross Payroll figures indude both current payroll as stated below and New Annual Gross PayrolL 7 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/group/legal/economic de►elopment/inprogreaz Coraal1pagt A Agreemaa Final /2-12-0I..docc 12/13101 OL a5 =a ail PA esa�ri 5.3 Each SUBLESSEE respectively represents and warrants that its business will maintain while in the Premises for the term of this Agreement, the payroll reflected in the relevant table in this Section 5 from and after the dates specified Each SUBLESSEE shall increase its payroll as scheduled in the applicable table for each SUBLESSEE during the teen of this Agreement. Each SUBLESSEE agrees that the new employees and payroll figures specified in the applicable table are in addition to the current figures. Any decrease in the amount of payroll during the term of this Agreement below the scheduled the scheduled amount of gross payroll constitutes a breach of this Agreement subject to the default remedies in Section 9. 5.4 Once payroll is increased in accordance with the applicable table herein, a SUBLESSEE may not, thereafter, decrease the payroll to an amount below the new level that has been achieved unless authorized pursuant to Section 5 herein. 5.5 The payroll numbers in the tables are annualized, based on the last payroll date in the month of December each year. The "last payroll date in the month of December" shall mean, for purposes of this paragraph, the last payroll distribution in the month of December. For example, if the regular payroll is distributed to the employees on a weekly basis, every Wednesday, the last payroll distribution for 2002 will be on the last Wednesday in December and the last Wednesday of each December thereafter for the term of this Agreement. 6. Submission of Reports and/or Inspection and Auditing -6.1. COUNTY assumes no liability or responsibility for any defect in any structure constructed, renovated, or repaired from the Plans or approved revised Plans. Nothing in this Agreement shall be deemed or construed to create a partnership or joint venture between the parties hereto. 62 At all reasonable times during the construction of Premises, COUNTY and its respective designees may inspect the Premises in order to ensure that all construction, workmanship, 8 AOREF.MENTFOR DEVELOPMENT AND TAX ABATEMENT O/group✓1egaVec, nomic de►elopmenOnpiogress,Compoq/rA Agreement Final 12-12-01.doe 12/13/01 • materials and installations involved in or incident to the project are performed in substantial compliance with the approved Plans. 6.3 All SUBLESSEEs shall execute the attached Texas Workforce Commission report release form attached as Exhibit B and authorize the COUNTY or, if designated by the COUNTY, the EDC to submit the form to the Commission in order to request the release of any information that has been filed or is required to be filed with the Commission during the term of Agreement. • • 6.4 The parties herein agree that the COUNTY shall have the right to an on -site inspection of the Premises at all reasonable times and upon reasonable prior written notice to verify that LESSEE or SUBT.FSSEEs are in compliance with the terms of this Agreement. Additionally, the LESSEE and each SUBT.FSSEE shall submit to the COUNTY and the Economic Development Corporation, on a quarterly and cumulatively on an annual basis, the information or reports necessary for the monitoring of the performance criterion established in this Agreement. The cumulative annual submission shall be verified by a Certified Public Accountant or in-house accountant and an officer of the LESSEE or SUBLESSEE as applicable. The quarterly reports shall be verified by an officer of the SUBLESSEE. 6.5 If a SUBT.FSSEE's payroll figures fall below the required level during a reporting period, the SUBLESSEE shall immediately notify COUNTY of same in writing and cure said default within thirty (30) calendar days from the date of default unless extended pursuant to Section 9.2. A SUBLESSEE's failure to notify the COUNTY of any cW nn1t shall waive the cure period and the COUNTY may exercise any of its remedies pursuant to Section 9. 7. Payment of Taxes 7.1 Notwithstanding any agreement herein to credit taxes abated to SUBLESSEE, LESSEE agrees and understands that it shall be liable for payment of taxes on the Premises. J .FSSEE's credit of any taxes to a SUBLESSEE shall not constitute a release from or bar recapture of taxes previously abated unrk- this Agreement following a default hereunder. 9 AGREEMENT FOR DEVELOPMENT AND TAXABA7EMENT O/group✓ egabeconondc de NelopmenlhnprogrcasR;nmpaq/TA Agreement Final 12-12-01.doe 12/13/01 2� • 7.2 TRSSEE agrees to pay all ad valorem taxes and assessments that may be owed to COUNTY or any other taxing entity by it prior to such taxes and/or assessments becoming delinquent; provided, that LESSEE shall have the right to contest in good faith the validity or application of any such tax or assessment and chall not be considered in default hereunder so long as such contest is diligently pursued to completion. In the event LESSEE does contest any such tax or ascessment, it shall, nevertheless, promptly pay to COUNTY or any other taxing entity prior to its becoming delinquent, all taxes and assessments. If LESSEE undertakes any such contest, it shall so notify COUNTY and keep COUNTY apprised of the status of such contest Should LESSEE be unsuc- cessful in such contest, LESSEE shall promptly pay the taxes, penalties, and/or interest, resulting therefrom, if not previously paid. This Agreement shall not take effect until such time as LESSEE has paid all taxes owed on the Premises prior to the execution date of this Agreement, if any. In the event that LESSEE fails to pay any and all ad valorem taxes or assessments when due, tax abatement for that year and subsequent years shall be terminated until such payment(s) are made. 8. Default 8.1. Events of Default The following are expressly established as "Events of Default": (a) LESSEE'S failure to meet the capital investment requirements. (b) LESSEE's failure to promptly provide written notice required under Section 4.3 above of any SUBLESSEE default of its sublease. (c) LESSEE's failure to complete construction of the Building on or before December 31, 2002. (d) LESSEE or any SUBI.FSSEE cessation of operations as defined herein. (e) (i) Filing of an application by T.FSSEE or any SUBLESSEE for a consent to the appointment of a receiver, trustee or liquidator of its businPss or all of its assets; (ii) the filing by LESSEE or any SUBT FSSEE of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (iii) the making by LESSEE or any SUBLESSEE of a general assignment for the benefit of creditors; (iv) the filing by T FSSEE or any SUBT .FSSEE of an answer admitting the material allegations of or its consenting to, or default in answering, a petition filed against it in any bankruptcy proceeding. 10 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMLYT O/group✓legaUacvnondc deaelopment/inproge.u/Compaq/fA Agreement Final 12-12-01.doc 12/13/01 ,05? The entry of an order, judgment or decree by any court of competent jurisdiction, adjudicating LESSEE or any SUBLESSEE a bankrupt, or appointing a receiver, trustee or liquidator of its business or all its assets, and such order, judgment or decree continuing unstayed and in effect for any period of sixty (60) consecutive days. Failure of LESSEE or any SUBI_FSSEE to perform any of the other covenants, conditions, and agreements of this Agreement to be performed by LESSEE or any SUBLESSEE and the continuance of such failure after notice in writing from COUNTY and the expiration of any cure period, if any. Failure of LESSEE to credit or withhold the credit for taxes to any SUBLESSEE as provided in Sections 4.2 and 4.3 herein. A sale or assignment of the Premises to a tax-exempt entity without the prior written consent of the COUNTY. A SUBLESSEE's failure to meet or maintain the Payroll requirements set forth in Section 5 herein during the term of this Agreement A SUBLESSEE's failure to provide quarterly or annual reports as provided in Section 6.4 herein. (1) Any unauthorized assignment 9. Remedies In C'ACP Of Default. 9.1 COUNTY at its sole option may treat any one or more of the Events of Default defined in Section 8 or a failure to comply with any other term or condition of this Agreement as a breath of this Agreement Upon serving written notice by certified mail on the defaulting party at the last known address COUNTY will have one or more of the following remedies: (a) The COUNTY may terminate this Agreement, or in the case of a default by a SUBLESSEE such termination shall be effective only against such SUBLESSEE, or (b) The COUNTY may terminate or reduce the tax abatement as provided herein, or (c) COUNTY may, at COUNTY's sole option, require I.FSSEE to repay all or any portion of the taxes abated herein. 9.2 COUNTY shall notify the defaulting party in writing of its default (with a copy to all the other parties hereto) and, except where waived by the defaulting party, the defaulting party shall have thirty (30) calendar days, nnlecs waived as provided elsewhere herein, after receipt of such written notice, to cure any (Wank subject to additional time to cure provided herein. In the event of a SUBLESSEE default on the amount of payroll, the cure period may be extended to up to an additional sixty (60) days for a total maximum extension of the cure period to ninety (90) days upon written 11 AGREEMENT FOR DEVELOPMENT AND TAXABATEMENT 0/group/legal/economic de►el A Agreemen! Final /2-/2-0l.doc 12113/01 • request by SUBLESSEE and written approval by the County Judge upon submission of reasonable evidence substantiating a lack of available workers and/or unexpected employee turnover and that the SUBLESSEE is exercising due diligence to hire the number of employees necessary to comply with this Agreement. If a SUBLESSEE fails to timely cure its default, all abatement from taxation for SUBLESSEE shall cease and COUNTY may, at its sole option, terminate this Agreement with SUBLESSEE. 10. Payment of Taxes After Default 10.1 Should the LESSEE be required to pay the COUNYT the taxes that would have been paid to COUNTY had the taxes not been abated under the terms of this Agreement because of a default which specifically requires recapture, it shall pay such recaptured taxes plus interest at the rate provided for delinquent taxes in accordance with V.T.CA., TAX CODE, SECTION 33.01. Such payment of taxes and interest shall be due within thirty (30) days of COUNIYs termination of this Agreement and notification to LESSEE of the termination of this Agreement and of the amount of taxes and interest due. The taxes and interest are delinquent and incur penalties as provided by law for ad valorem taxes imposed by COUNTY if not paid before February 1 of the year following the date on which the termination of this Agreement occurs. 10.2 If LESSEE believes that such recapture is improper, LESSEE may file suit in the Brazos County District Court appealing such termination within sixty (60) days after the written notice of the termination by the COUNTY. If an appeal suit is filed, LESSEE shall remit to the COUNTY, within such sixty (60) days after the notice of termination, any additional and/or recaptured taxes as may be payable during the pendency of the litigation pursuant to the payment provisions of SECTION 42.08, TEXAS TAX CODE. If the final determination of the appeal increases LESSEE's tax liability above the amount of tax paid, LESSEE shall remit the additional tax to the COUNTY pursuant to SECTION 42.42, TEXAS TAX CODE. If the final determination of the appeal decreases LESSEE's tax liability, the COUNTY shall refund the LESSEE the difference between the amount of tax paid and the amount of tax for which LESSEE is liable pursuant to SECTION 42.43, TEXAS TAX CODE. COINIV's 12 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT 0/group/legal/economic development/lnprognrs/CompagtFA Agreement Final 12-12-01.doc 12/13/01 • exercise of any recapture of abatement or portion thereof as provided in this Agreement shall not constitute a default by COUNTY. • • • 11. Certificate of Compliance. LESSEE shall certify in writing to COUNTY that all construction of the Prpmices has been completed in accordance with the approved Plans and Texas A&M requirements. After receipt of this certification, COUNTY shall make a final inspection of Premises to verify whether Premises have been constructed in compliance with this Agreement; and that upon so finding, COUNTY chall issue a Certificate of Compliance with this Agreement Such certificate shall be condusive that the Building and Premises are a qualified economic development project qualified and entitled to an exemption from taxation upon the terms of this Agreement. 12. Tax Exemption. 12.1 The tax exemption provided for by this Agreement shall exempt the value of the Premises and all other enhancements to same, including without limitation, items of personalty permitted as provided below, and the lace located on the Premises by LESSEE or any SUBLESSEE of the Premises (to the extent provided by law), (collectively such items are herein referred to as the "Property Improvements"). 122 Taxes on personalty shall also be abated but only on those items of personalty located on the Premises and described on a schedule of personal property furnished to the COUNTY and District by each SUBLESSEE no later than December 31, annually, and approved as eligible for abatement pursuant to the TExAs TAX CODE. Failure of any SUBLESSEE to submit the above referenced schedule of personal property will result in loss of tax abatement to the party failing to submit its respective personal property schedule. This tax ahatement shall apply to the value of the Building and personalty over and above the certified value of the Property for the 2001 tax year from the date of the approval of the Agreement by COUNTY. Such abatement shall be effective for the following years and in the following percentages under the terms, conditions and limitations provided herein: 13 AGREEMENT FOR DEVELOPMENT AND TAX ABA ?WENT O/group/legal/economic developmenilinpro8rets/Conipa9/fA Agreement Final 12-12-0I..doe 12/13/)1 YEAR % OF ABATEMENT 2001 0% 2002 0% 2003 70% 2004 70% 2005 60% 2006 50% 2007 40% 2008 30% 2009 20% 2010 10% 12.3 The Chief Appraiser of the District shall annually determine (i) the taxable value of the real and personal property comprising the Premises taking into consideration the abatement provided by this Agreement, and (u) the full taxable value without abatement of the real and personal property comprising the Premises. The Chief Appraiser s611 record both the abated taxable value and the full taxable value in the District's records. The full taxable value figure listed in the District's appraisal records shall be used to compute the amount of abated taxes that are required to be recaptured and paid in the event this Agreement is terminated in a manner that results in recapture. Each year the LESSEE shall furnish the Chief Appraiser with such information outlined in CHAPTER 22, TEXAS TAX CODE, as amended, as may be necessary for the administration of this Agreement with a copy to each SUBLESSEE and the cowry. The estimated taxable value of the Property for the 2001 tax year is $360,680.00 subject to final determination of the District 12.4 LESSEE MUST FILE AN APPLICATION FOR TAX ABATEMENT WITH THE BRAZOS COUNTY APPRAISAL DISTRICT IN ACCORDANCE WITH SECTIONS 11.28 AND 11.43 OF THE PROPERTY TAX CODE IN ORDER TO RECEIVE TAX ABATEMENT. FAILURE TO FILE THE APPLICATION WILL RESULT IN LOSS OF TAX ABATEMENT FOR THAT YEAR. LESSEE SHALL FURNISH A COPY OF SUCH ANNUAL FILING TO THE COUNTY AND THE SUBLESSEES SIMULTANEOUSLY WITH THE FILING AND IN ALL EVENTS ON OR BEFORE TEN (10) DAYS PRIOR TO THE LAST DAY TO PILE SUCH APPLICATION. 13. INDEMNIFICATION. GOVERNMENTAL IMMUNITY AND RELEASE LESSEE AND SUBLESSEE EACH AGREE TO AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND COUNTY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND, INCLUDING ALL REASONABLE EXPENSES OF LITIGATION, COURT COSTS, AND REASONABLE ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, FOR ANY BREACH OF CONTRACT, OR ITS FAILURE TO ABIDE BY ALL APPLICABLE ENVIRONMENTAL LAWS, RULES AND 14 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT 0/group/legal/economic de►elopmau/tnprogreu/Compaq/!A Agrea,unt Final 12-12-0/.. doc 12/13/01 • REGULATIONS ARISING OUT OF OR IN CONNECTION WITH ITS USE, OPERATION OR CONSTRUCTION OF ITS LEASED PREMISES; PROVIDED, HOWEVER, SUCH INDEMNITY BY LESSEE AND SUBLESSEE SHALL BE LIMITED TO ACTIONS RELATED TO A SPECIFIC ENTITY AND LESSEE AND A SUBLESSEE SHALL NOT BE RESPONSIBLE FOR THE ACTIONS FOR OTHER ENTITIES UNDER THIS AGREEMENT. • • GOVERNMENTAL IMMUNITY LESSEE AND EACH SUBLESSEE RESPECTIVELY AGREE AND ACKNOWLEDGE THAT IN THE GRANTING OF TAX ABATEMENT AND THE EXECUTION OF THIS AGREEMENT BY THE COUNTY, THE COUNTY IS ENGAGED IN CARRYING OUT A GOVERNMENTAL FUNCTION. IN THIS CONNECTION, THE PARTIES AGREE AND UNDERSTAND THAT IN THE PERFORMANCE OF ALL MATTERS RELATING TO THIS AGREEMENT AND EXECUTING THIS AGREEMENT THE COUNTY DOES NOT WAIVE ITS GOVERNMENTAL IMMUNITY NOR DOES THIS AGREEMENT CONSTITUTE THE COUNTY'S CONSENT TO SUIT. RELEASE LESSEE AND SUBLESSEES EACH INDEPENDENTLY AND AS TO THEIR OWN ACTIONS REQUIRED HEREUNDER ASSUME FULL RESPONSIBILITY FOR THE WORK TO BE PERFORMED BY THEM RESPECTIVELY HEREUNDER, AND HEREBY RELEASE, RELINQUISH, AND DISCHARGE THE COUNTY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER, INCLUDING THE COST OF DEFENSE THEREOF, FOR ANY INJURY TO OR DEATH OF ANY PERSON (WHETHER EMPLOYEES OF EITHER PARTY OR OTHER THIRD PARTIES) AND ANY LOSS OF OR DAMAGE TO ANY PROPERTY (WHETHER PROPERTY OF EITHER OF THE PARTIES HERETO, THEIR EMPLOYEES, OR OF THIRD PARTIES) THAT IS CAUSED BY OR ALLEGED TO BE CAUSED BY, ARISING OUT OF, OR IN CONNECTION WITH THE WORK TO BE PERFORMED HEREUNDER OR THE TERMS OF THIS TAX ABATEMENT AGREEMENT. THIS RELEASE SHALL APPLY REGARDLESS OF WHETHER SAID CLAIMS, DEMANDS, AND CAUSES OF ACTION ARE COVERED IN WHOLE OR IN PART BY INSURANCE, AND IN THE EVENT OF INJURY, DEATH, PROPERTY DAMAGE, OR. LOSS SUFFERED BY THE LESSEE OR SUBLESSEE, ANY SUBCONTRACTOR, OR ANY PERSON OR ORGANIZATION DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM TO PERFORM OR FURNISH WORK ON THE PREMISES. THIS RELEASE SHALL APPLY REGARDLESS OF WHETHER SUCH INJURY, DEATH, LOSS, OR DAMAGE WAS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE COUNTY BUT SHALL NOT APPLY IN THE EVENT OF THE WILLFULL MISCONDUCT RELATED TO SUCH INJURY, DEATH, LOSS OR DAMAGE. 15 AGREEMENT FOR DEVELOPMENT AND TAXABATEMENT 0/group/legal/economic developmau/inpnogre*rlCompa4/TA Agreement Final 12-1241..doc 12/13/01 .w • 14. Term 14.1 The term of this Agreement shall be from December 20, 2001 through December 31, 2011. 15. Written Notice 15.1 All notices required by this Agreement (i) must be in writing, (ii) must be addressed to the parties as set forth below unless notified in writing of a change in address, and (iii) shall be deemed to have been delivered either when personally delivered or, if sent by mail, in which event it shall be sent by registered or certified mail, return receipt requested, three (3) business days after mailing. The addresses of the parties are as follows: To COMPAQ: Compaq Computer Corporation P.O. Box 692000 Houston, Texas 77269-2000 To COUNTY: Brazos County, Texas 300 E. 26th Street Bryan, Texas 77803 Attn: County Judge To CW: c/o Caldwell Watson Real Estate Group 7600 West Tidwell, Suite 806 Houston, Texas 77040 Attention: Mr. Fred Caldwell To SCHLUMBERGER Schlumberger Technology Corporation 100 Gillingham Lane Sugarland, Texas 77478 Attention: Gary Kolstad, OFS Geomarket Manager -US land 16. Miscellaneous. 16.1 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the present or future laws effective while this Agreement is in effect, such provision shall be automatically deleted from this Agreement and the legality; validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby; and in lieu of such deleted provision, there shall be added automatically as part of this Agreement a provision that is similar in AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT 16 O/group/kcal/economic dear[opme i nprogrem/Compag/IA Agreement Final /2-12-01.doc 12//3/01 01.9,.Pito • terms and substance to such deleted provision as may be possible and yet be legal, valid and enforceable. 16.2 Texas Law To Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas and all obligations of the parties created hereunder are performable in Brazos County, Texas. In the event of litigation, jurisdiction shall lie in Brazos County, Texas. 16.3 Prior Agreements Superseded. This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. • • • 16.4 Amendments. No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing, dated subsequent to the date hereof and duly executed by the parties hereto. 16.5 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party dull not predude or waive its rights to use any or all of their remedies. 16.6 No Waiver. No waiver by COUNTY in any event of default, or breach of any covenant, condition or stipulation herein contained shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition or stipulation hereof 16.7 Assignment. This Agreement may not be assigned by any LESSEE except to a for profit entity which acquires its interests under the ground lease with Texas A&M University or any SUBLESSEE either collectively or individually without the prior written consent of the COUNTY; provided, however, that COMPAQ may assign its interest in this Agreement to Hewlett Packard upon written notice to the COUNTY but without the requirement of prior consent, so long as Hewlett Packard has a net worth equal to that of Compaq as of the date of this Agreement, and further so long as there is no resulting reduction in the gross payroll or capital investments commitment hereunder. LESSEE or SUBLESSEE(s) must provide, in writing, the name of the 17 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/gronp/legal/economie developmentftsiprogressCompaq/TA Agreement Final 12-12-01..doe 12/I3/DI _ proposed assignee along with reasonable documentation that such person or entity has the requisite financial stability and business experience to fulfill the obligations of the Agreement. COUNTY, upon receipt of such documentation, will advise LESSEE or SUBLESSEE(s) in writing within thirty (30) days thereafter whether COUNTY consents to such proposed transfer. Failure of the COUNTY to respond shall be deemed an approval of such assignment. In granting or denying such consent, COUNTY may consider, among other factors, the proposed assignee's character, financial qualifications, business reputation, and experience in operating similar projects. If consent is required hereby and is given, no subsequent sale, assignment or transfer will be entered into by CW or CW's assignee without again obtaining the written consent of COUNTY in accordance with this section. If LESSEE or SUBLESSEE(s) desire to sell, assign, or transfer any part, portion, or interest in this Agreement under this section, LESSEE or SUBLESSEE(s) must give prior written notice to COUNTY. 16.8 Involuntary Assignment. For purposes of this Agreement, any proceeding under bankruptcy laws is considered an involuntary assignment and a default under this Agreement subject to the default remedies herein. 16.9 Change of Ownership. A change in ownership by any SUBT FSSEE in a single transaction, of fifty-one percent (51%) of the stock of SUBLESSEE, or the transfer of fifty-one percent (51%) of ownership of SUBLESEE's business, shall be considered an assignment for purposes of this paragraph. An assignment as prohibited above shall cause this Agreement to terminate immediately as to the party in default, and the exemption from taxation as provided for herein shall cease. Such atsignm nt shall, however, not be considered a violation of this Agreement as to require the recapture of any taxes previously abated herein. This prohibition on abatement is not applicable to a bona fide lender with a lien on the Premises unless the lender forecloses its lien. 16.10 Authority to Act. The parties to this Agreement shall provide proof of authorization to execute this document on behalf of the party's respective legal entity. AGREEMENT POR DEVELOPMENT AND TAX ABAT ME F 18 O/group'legalleconomfc dewiopmenthnprogrespCompaq/rA Ag semen Final l2-12 01..doe l2/l3/D! O •� / 2�s • 16.11 Conflict. If the terms of this Agreement and any other agreement executed by I .ESSEE or SUBLESSEE conflict, this Agreement shall take precedence and govern. 16.12 Construction of Agreement. The language in all parts of this Agreement will be construed a whole according to its fair meaning and not strictly for or against COUNTY, I .FsSEE, or any SUBLESSEE. 16.13 The parties hereto have executed or caused to be executed by their duly authorized offi- cials, this Agreement in multiple counterparts, each of equal dignity, on this day of December, 2001. • REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK • 19 AGREEMENT FOR DEVELOPMENT AND TAXABATEMENT 0/group/legal/economic dewelopmenanprogrris/Compaq/TA Agreement Final 12-12-01..doc i2/L3/01 l ^ 011%.34.1.-91' 4 • LESSEE: CWCS1LP By CNI Cgpi1al Investments, Inc., Its General Parmer STATE OF TEXAS COUNTY OF g S BY: Name Tide A'e),c)..6-)- ACKNOWLEDGMENT ,1 G..QJI u.` Before me, the igned authority, on this day '�perso appeared C1IAA l , as e s rai- , of CNI Investments, as enera partner of CW a 1 LP, aTexas Limited Partnership, on behalf of s partnership, known too me to be the persn whose name is subscribed to the foregoing iostra y and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the _ \ _: day of b e4,0.4-iz of, 2001. \ • 0.0(A/1.--e-P I•totary Public m an for %tate of Texas 20 AGREEMENT FOR DEVELOPMF-NFAND TAX ABATEMENT O/group/legal/economic develop/TA Agreement final12-12-01..doc l2/13R71 *01,2_,RILAK.Loa.,... • SUBLESSEE: COMPAQ COMPUTER CORPORATION • • STATE OF COUNTY OF 2.°'m • c1' Mary McDowal General Manager 8E Sr. Vice President u�rlt �Csi W i asis cm b¢.ha 1c ok filar) fflh c3u iti ACKNOWLEDGMENT Before me, the undersigned autho • , on this day personally appeared Mary McDowell, as General Manager and Sr. Vice President of mpaq Computer Corporation, a Delaware Corporation, on behalf of said corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the /,,�4 day of 2001. LSUSAN J. SGOTT s ;•, ' IOUfla8 ATEOFT COIMU clflpm4 E(P u: SEPTEMBER 15. 2004 AIKVAWMAPAMWAVIAMAI .vw.vw 21 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/g oup legal/economic development/Inprogrw/Compaq?A Agrcemau Final 12-12-0I _doc 12113/01 Cinane tate o eras • SCHLUMBERGER TECHNOLOGY CORPORATION STATE OF TEXAS § COUNTY OF • / ? § By: Gary Kolstad ice President ACKNOWLEDGMENT Before me, the undersigned authority, on this day personally appeared Kolsrad as Vice President of Schlumberger Technology Corporation, a Texas Corporation, o belialf of said corporation, known to me to be the person whose name is subscribed to the foregoin instrument, and acknowledged to me that he executed the same for the purposessjfand consideration th ein expressed. 1'16Given under my hand and seal of office on this the i day of i 14 'V 2001. Notary Public ' .! and for the State of Texas 22 AGREEMENT FOR DEVELOPMENT AND TAXABATEMENT 0/group/legal/economic development/3iprogresr/Compag/TA Agreement Final 12.12-01.doc 12/17/01 • BRAZOS COUNTY, TEXAS • • BY: AT'T'EST: STATE OF TEXAS ACKNOWLEDGMENT COUNTY OF BRAZOS Before me, the undersigned authority, on this day personally appeared ALVIN W. JONES, as County Judge of the Brazos County, Texas, a political subdivision of the State, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and on behalf of said County. Given under my hand and seal of office on this the il1 /Lt clay of CANDY GALLEGO Nomy Public, State of Texas My Commission Eiltes MAY 13.2005 ATTACHMENTS: Exhibit A - Property Description Exhibit B - Texas Workforce Commission report release form 23 AGREEMENT FOR DEVELOPMENT AND TAX ABATEMENT O/groupAegaUeconomic dewlopmentrgpmgnss/(.ompiaq/PA Agreement Final 12-12-01.doe 12/13/01 26 LjapliCILL EXHIBIT "A" 6.00 Acre Tract - Part of 61k 5 Texas MM University Research Park J. E. Scott Survey, A-50 Brazos County. Texas Field notes of a 6.00 acre tract or parcel of land, lying and being situated in the J. E. Scott Survey, Abstract No. 50, Brazos County, Texas, and•being part of a 1226 acre tract described In the deed dated June 21, 1981, from Fredrick Cox to the Agricultural and Mechanical College of Texas, also known as The Texas ABM University System, as recorded in Volume M, Page 142, of the Deed Records of Brazos County, Texas, and being pad of Block 5 of the Phase 1 Designation and Re -plat of Block 4, Texas AbM University Research Park according to the plat recorded in Volume 1165, Page 117, of the Official Records of Brazos County, Texas, and being more particularly described as follows: BEGINNING at the %' Iron rod set at the east comer of Block in the southwest right-of-way line of Research Parkway; THENCE S 42.04' 56" W along the southeast line of Block 5 fora distance of 251.16 feet to a SI' iron rod set; THENCE N 85° 14' 53" W fora distance of 595.07feetto a', Iron rod set in the northwest line of Block 5; THENCE along the northwest tine of Block 5 es follows: N24'51'40"E N16°54'17"E for a distance of 73.71 feet to a%' Iron rod found, fora distance of 370.07 feet to a % iron rod found marking thewest comer of Block5 in the southeast right-of-way line of Technology Loop; THENCE along the southeast right-of-way line of Technology Loop as follows: S 85° 14' 53"E fora distance of 231.66 to a %' Iron rod set at the beginning of a curve concave to the northwest having a radius of 531.22 feet, Easterly along said gave Wan arc distance of 159.46 feet to a !4' Iron rod found marking the end of this curve, the chord bears N 86° 09' 09" E for distance of 158.86 feet, N 77° 33' 10" E for a distance of 13.58 feet to a S4' Iron rod set at the transition line from Technology Loop to Research Parkway; THENCE S 63° 55' 40" E along the transition line from Technology Lbop to Research Parkfor a distance of 39.12 feet to a 14r ion rod found in the southwest right- of-way fine of Research Parkway, same being the beginning of a curve concave tothe northeast having a radius of 614.96 feel; THENCE along the southestright-of-waylnealResearchParkwayasfollows: Southeasterly along said curve for an arodistance of 114.57feettotal' ironrodset atthe end of thls curve, the chord bears 831°63'37"E -114.41 feet, S 37° 13' 52"E fora distance of 205.87 feet to the PLACE OF BEGINNING containing 6.00 acre of land more or less. Suxveyed ApJr j,2�001 DIOMMEMO MO SURVIVING MAX Tow Page 1 of 2 EXHIBIT "A" N O 0 14:12 FAY 409 845 9282 0 0 0. • 1aoo ACRE TRACTS BLOCK 5 RafO ACAk'S TOTM. Newt i rgr1*�i." --- /I. ens d b,a kip i. P1..mmae.M.d NMh.o0 4w d Lot t, god 4 d Yr. WO* d BIM 4. Tome WItta...rob Pali Ooowd W (h. plot n.ad.d i. W. 1IS5 PT. of d low Olttdat .`t 3, hoods r d Com*. To�mo mils 0 ord b.rt/ d N 1 2. 004 el** Ind Om n.a N.100 TN/ et•o io o.=°rdhi �' to tho flood Mwoet. Pit. Nap for boon T. ,. and N.4OII Ana, ?ut* M.m 3. 03. oldx. wr N.. •p4IC0t43C, OhttM 0atp� i PbptlW A.drlo : REVAINDER 2.610 ACRES \-:;11;',4 /56411h CUM Ailti) cu4rs tax RCVS auA 4. an Tam OM eh.property* rot weld t e. e.r.bipd Cl 111.17' 01*.96' 10.40W S7► JJ'J711•41441. swag coon% Two Nnwf The IIN. lose Ne..o eat ie ..ealllaeN .M a 1$g16. 1,J1.22' ►rll'17' AFerestor»►31La6• Woods, MuMeth we. > s 44" SAM 1'.100' SURVEY PLAT 43 OF MIT OF BLOCK 5 cr // tEXAQAbil UNWARY 16,00 ACRE TRACTI volute 1 iii. P1CC ; 7 CM"""9"2 J. E. SCOTT suRVE(. A-50 EICdr.LL 1%100' JULY. 7001 . Kb r.0ee..rded *at Ih. Rook* POP* add4 Yeedioco) be °... _ - •rte-�r` � �� oont ctid to ..**in. Ih4 bow, sta. . i�.. wd qpr e*oath, d co i➢Ibegtain Otw9.owes e aria .pq w elhet owes: b'i tl • t N 41 O N d iO co a • • .164 • • EXHIBIT "B" TEXAS WORKFORCE COMMISSION INFORMATION RELEASE DEPT. 101 E. 15th STREET, Rm 264 AUSTIN, TX 78778 (512) 463-2748 TDD 1-800-735-2989 AUTHORIZATION FOR RELEASE OF RECORDS (Name of Employer) TWC Tax Account No.: The above named employer, by the signature of its duly authorized officer or agent below, hereby expressly authorizes the Texas Workforce Commission (TWC) to release to , its duly authorized agent(s) or representative(s), all confidential records held or maintained by TWC concerning the existence, status or contents of the undersigned's Tax Account, except as expressly set forth hereafter: The persons obtaining such records pursuant to this Authorization shall be solely responsible for the payment of all costs assessed by the Texas Workforce Commission for providing such records. Any true and correct photocopy of this Authorization may be treated as equivalent to the original. This Authorization shall be valid for a period of from the date of execution. Title: Dated: • BRAZOS COUNTY PRIVATE PROPERTY ACCESS PERMISSION FORM Alvin W Jones County Judge • • • Tony Jones Commissioner Pd 1 Walaim S Thornton Commssioner Pd 2 Randy Sims Commissioner Pa 3 Carey Cauley Commissioner Pd 4 Date DECEMBER 12, 2001 I. LAND OWNER AND ADDRESS CURTIS HALL 812.8 EDGE SCHOOL HOUSE ROAD BRYAN, TEXAS II. LOCATION OF WORK EDGE SCHOOL HOUSE ROAD III. DESCRIPTION OF WORK TO BE DONE PERMISSION TO ENTER PROPERTY FOR THE PURPOSE OF CLEARING APPROXIMATELY 600' OF EXISTING FENCE LINE FOR SIGHT DISTANCE. THE AREA TO BE CLEARED IS IN A BLIND CURVE. WE WILL REBUILD A NEW FENCE ON THE PREVIOUSLY AGREED UPON LOCATION. IV. MAINTENANCE YES _ NO XX IF YES, ESTIMATE FREQUENCY OF MAINTENANCE (Owner will be notified prior to maintenance) Richard F. Vance, P.E. County Engineer Owner's Signature: C7N d4 r) L IZEgiEggiOckineMONCiatgRightiOf Way Agent goy . 7 DATE IA -1 —e)/ o/ BRAZOS COUNTY COMMISSIONERS COURT ACTION FORM DEPARTMENT Road and Bridge NUMBER 560010 DATE OF COURT MEETING: December 21. 2001 ITEM: Request for permission to enter Curtis Hall's property located off Edge School House Road for the purpose of clearing 600 feet of existing fence line for sight distance: fence will be rebuilt on previously agreed upon location. Site is located in Precinct 2. SOURCE OF FUNDS: Notes/Exceptions: Recommendations: SUBMITTED BY: Richard F. Vance, P. County Engineer CC01-117 APPROVED BY: ommissioner Iiarri S. Thornton Precinct 2 Approved d/ Denied ❑ by Commissioners` Court Date: 17- - Z4- -o t Jones, , Couritf Judge eop„alymc..141.