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HomeMy WebLinkAboutR16-377410 RESOLUTION NO. R16-377 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLAINVIEW, TEXAS, APPROVING A CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT WITH GENERAL ELECTRIC COMPANY PROVIDING AN INCENTIVE TO ENCOURAGE A RENEWABLE ENERGY AND ELECTRIC GENERATION PROJECT UNDER THE CITY'S ECONOMIC DEVELOPMENT PROGRAM IN ACCORDANCE WITH CHAPTER 380 OF THE LOCAL GOVERNMENT CODE; AUTHORIZING THE MAYOR TO ENTER INTO SPECIFICALLY THE ECONOMIC DEVELOPMENT AGREEMENT ATTACHED; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Plainview, Texas, ("City") previously adopted a Chapter 380 Economic Development Program to encourage economic incentives specifically for Renewable Energy and Electric Generation Projects in accordance with Texas Local Government Code Ann., Chapter 380 (Vernon's 2005) ("Chapter 380"); and WHEREAS, the City desires to participate in the Economic Development Program by entering into an Economic Development Agreement with General Electric Company; and WHEREAS, the City of Plainview ("City") vigorously promotes economic development to stimulate business and commercial activity within the City for the enhancement of the quality of life for its citizens; and WHEREAS, a public purpose will be served by the expenditure of public funds or the provision of public services by reducing or eliminating unemployment or underemployment of the City, developing and diversifying the economy of the City and the State, and stimulating business and commercial activity to enhance stability and growth of the City and the State. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Plainview that: SECTION 1. The City Council hereby adopts the Economic Development Agreement with General Electric Company ("GE"), attached hereto and incorporated herein for all purposes. SECTION 2. The Mayor is hereby authorized and directed to execute on behalf of the City said Economic Development Agreement with GE. SECTION 3. This Resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this 13th day of December, 2016. {00228245.DOCX - ver} Page 1 of 2 CITY OF PLAINVIEW By: ATTEST: 6 -„Lt /Qtr Belinda Hinojosa, City Secre APPROVE ' A TO CON NT: Jeffrey Sn anager APPROVED AS TO FORM: 1 4101_, ft Les Ari! pear Schmi • t, ity Attorney {00228245.DOCX - ver} Wendell Dunlap, Mayor Page 2 of 2 411 412 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT BETWEEN CITY OF PLAINVIEW, TEXAS, AND GENERAL ELECTRIC COMPANY STATE OF TEXAS COUNTY OF HALE This Chapter 380 Economic Development Incentive Agreement ("Agreement") is made and entered into as of the Effective Date (defined hereinbelow) by the CITY OF PLAINVIEW, a Texas Home Rule Municipal Corporation, located at 901 Broadway, Plainview, Texas 79072 ("City"), and GENERAL ELECTRIC COMPANY, a New York Corporation, 41 Farnsworth Street, Boston, Massachusetts 02210 ("Company") for the purposes and considerations stated below: WHEREAS, this Agreement is authorized pursuant to Article III, Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ( "Chapter 380") to promote local economic development and to stimulate business and commercial activity in the City; and WHEREAS, the Company, in the past, owned and stored wind turbine components at the Transportation Technology Services ("TTS") Rail Distribution Center ("DC"), which was purchased in July 2015 by BNSF Logistics, to transport such components to wind farms planned for construction in the West Texas and Texas Panhandle regions (collectively hereinafter referred to as "Region"); and WHEREAS, BNSF Logistics, located along East U.S. Highway 70 and County Road Y, which is within the city limits of the City, more particularly described in Exhibit "A," attached hereto and incorporated herein by reference as if set forth at length ("Property"), operates as an off-load facility for wind turbine components being distributed to wind farms in the Region; and WHEREAS, Company stored wind turbine components with an appraised value as of January 1, 2016, of over Thirty Million and No/100 Dollars ($30,000,000.00) ("Components") at BNSF Logistics for the purpose of shipping such parts to wind farms within the Region planned for wind turbine construction, and such tangible personal property located on the Property as of January 1, 2016, was taxed in accordance with Texas Tax Code Ann., Section 11.253 (Vernon's 2015); and WHEREAS, Company was unaware that this tangible personal property in transit tax would be levied against the Components stored at the Property, and consequently, requested that the City consider abating a percentage of the property tax liability to aid them in continuing their storage of Components in the City; and Economic Development Agreement Page 1 of 16 WHEREAS, the City has adopted an Economic Development Program ("Program") in accordance with Chapter 380 for the purpose of promoting economic development and stimulating business and commercial activity within the City; and WHEREAS, the City has determined that substantial economic benefit, including the generation of additional merchant sales and hotel taxes and the creation of new employment opportunities, will accrue to the City as a result of the Company's storage of wind turbine components on the Property for the purpose of delivering such parts to wind farms in the Region; and WHEREAS, the City Council of the City desires to provide an incentive in the form of a grant to the Company to promote commercial economic development, increase employment, and stimulate business and commercial activity within the City for the direct and indirect benefit of the City and its citizens in accordance with Chapter 380; and WHEREAS, the City Council finds that the contemplated use of the Property for storage of wind turbine components to be delivered in the Region to wind farms is consistent with the Program and all applicable laws. NOW, THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, the parties, for good and valuable consideration, which includes the grants and incentives set forth herein below, do hereby contract, covenant and agree as follows: ARTICLE I AUTHORITY 1.01 The City's execution of this Agreement is authorized by Chapter 380 and the Power of Attorney from Company attached hereto and incorporated herein as Exhibit "A" authorizing the undersigned Company representative to adopt the Program. The public purpose for such Agreement is to promote local economic development and to stimulate business and commercial activity in the City. ARTICLE II DEFINITIONS 2.01 For the purpose of this Agreement, each of the following terms shall have the meaning set forth herein, unless the context clearly indicates otherwise: "Business Operations" means the Company's business in shipping and storing wind turbine components for the transportation of such parts to wind farms within a Region planned for wind turbine construction. "City" shall mean the City of Plainview, in Hale County, Texas Economic Development Agreement Page 2 of 16 413 414 "Company" shall mean General Electric Company, a company organized under the laws of the State of New York, with its principal offices currently located at 42 Farnsworth Street, Boston, Massachusetts 02210. "Effective Date" shall mean the date on which this Agreement is signed by both parties. "Expiration Date" shall mean five (5) years after the Effective Date. "Force Majeure" shall mean a contingency or cause beyond the reasonable control of the parties, including acts of God or a public enemy, war, riot, civil commotion, insurrection, strike (unless caused by acts or omissions of the obligated party), governmental or de facto governmental action (unless caused by acts or omissions of the obligated party), fire, explosion, flood, or other natural catastrophe. "Grant" shall mean an economic development incentive payable as a reimbursement from lawful available funds in an amount equal to a maximum of 65% of the Tangible Personal Property in Transit Taxes levied on the Company on January 1 of each year by the Hale County Appraisal District for the wind turbine components stored at the BNSF Rail Distribution Center within the City of Plainview, Texas. "Inventory" shall mean wind turbine components delivered to the BNSF Logistics real property site for the purpose of shipping such parts to wind farms within the Region planned for wind turbine construction, which are considered tangible personal property in transit, and consequently, will be taxed on all inventory stored at the Property as of January 1, 2016. "Program" shall mean the economic development program set forth in the Program adopted by the City's governing body for the public purpose of incentivizing Renewable Energy and Electric Generation Projects to promote economic development and to stimulate and encourage business and commercial activity within the City. "Property" shall mean the real property owned by BNSF Logistics containing the DC and generally described as the 1688 Block D-6, Section 16, lying between FW&D and Santa Fe Railroad, 10.84 acres out of the South one-half West part, generally located along East U.S. Highway 70 and County Road Y, which is located within the City of Plainview, Hale County, Texas as depicted on the map attached hereto and incorporated herein as Exhibit "B." "Region" shall mean the Hale County and West Texas area of the State of Texas. "Tax" shall mean the tangible personal property in transit tax levied on the Company for wind turbine components to be shipped to wind farms in the Region. "Taxable Items" shall have the same meaning assigned by the Texas Tax Code Ann., Section 11.253 (Vemon's 2015). Economic Development Agreement Page 3 of 16 ARTICLE III TERM 3.01. This Agreement shall be effective as of the Effective Date. Upon execution, this Agreement shall be for a period of one (1) year and will automatically renew for successive one (1) year periods for a total of five (5) years, so long as the City's governing body appropriates funds for the applicable succeeding years. If the City's governing body does not appropriate funds, then it shall immediately notify the Company in writing and the Agreement shall be terminated effective as of the date of such Notice, which notice and termination shall not be in breach of this Agreement. In any event, either party may provide written notice of termination of this Agreement within ninety (90) days of the Effective Date. ARTICLE IV ECONOMIC DEVELOPMENT GRANT 4.01. Subject to the Company's continued satisfaction with the terms and conditions of this Agreement, the City agrees to provide Company with an economic development grant from lawful available funds payable as provided herein in an amount equal to a maximum of 65% of the Tangible Personal Property in Transit Taxes levied on the Company on January 1 each year for the wind turbine components stored at the BNSF Rail Distribution Center within the City. The Company, in its sole discretion, may waive its right to receive all or any part of any Grant payment by notifying the City in writing of its intent to waive its rights to such Grant payment. The Grant will never include any monies the Company pays or owes the Hale County Appraisal District for any penalties for late payments, failures to report in a timely manner, and any other penalties, related to the payment of the Tax. 4.02. The Company shall annually submit Proof of Payment certifying that the Company paid the Tax levied during the Grant period pursuant to paragraph 4.01 above. Upon receiving Proof of Payment, the City shall pay the Grant reimbursing the Company for the taxes levied and paid for the applicable Grant period. 4.03. In the event the Company files an amended Tax report, or if additional tax is due and owing, as determined by or as approved by the Hale County Appraisal District, affecting the Tax receipts for a previous calendar month or months, the Grant payment for the calendar month or months immediately following such approved amendment shall be adjusted accordingly, provided the City has timely received receipts attributed to such adjustment. As a condition precedent to payment of such adjustment, Company shall provide City with a copy of such amended Tax report, approved by the Hale County Appraisal District, and a Proof of Payment of such Tax. An amended Proof of Payment shall be filed certifying that the additional Tax levied was on components located on the Property the subject of the Grant during the Grant period covered by the Proof of Payment in accordance with paragraph 4.01, above. Economic Development Agreement Page 4of16 415 416 4.04 In the event Hale County Appraisal District determines that the Company erroneously received Tax receipts not reflecting the actual Taxes paid by the Company and reimbursed by the City, and the City reimbursed an amount that exceeds the correct Tax amount for a previous Grant paid to the Company, the Company shall, within thirty (30) days after receipt of written notification thereof from the Hale County Appraisal District, advise the City. The City may at its option adjust the Grant payment for the next Grant period year immediately following such Hale County Appraisal District determination to deduct from the amount of overpayment or error in the next Grant period year. As a condition precedent to payment of such refund, the City shall provide the Company with a copy of such determination from the Hale County Appraisal District, and a Certificate of Compliance shall be filed certifying that the error or overpayment was on the components located on the Property subject to the Grant during the Grant period covered by the Tax Receipt Certificate in accordance with paragraph 4.01, above. 4.05 Under no circumstances shall the City's obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. ARTICLE V GRANT CONDITIONS 5.01 Company covenants and agrees with the City that the City's obligations under this Agreement are subject to the fulfillment of the Company's obligations under this Agreement, and Company hereby agrees to perform and comply in all material respects to the terms, conditions, and provisions of this Agreement and in with all other instruments and agreements between Company and the City with respect to the financial or other incentives provided herein. 5.02 As a condition precedent to the payment of any Grant hereunder, City shall have received a Certificate of Compliance for the Grant period for which payment of a Grant is requested and received the Proof of Payment given for that Grant period. 5.03. The Conditions contained in Article V are conditions precedent to the City's obligation to make any Grant payment. During the term of this Agreement, the Company shall, within thirty (30) days after the end of each calendar year, provide the City with a Proof of Payment. The City shall have no duty to calculate the Tax receipts or determine Company's entitlement to any Grant, or pay any Grant during this Agreement's term until such time as Company provides the City actual Proof of Payment to the Hale County Appraisal District and a Certificate of Compliance. At the request of the City, the Company shall submit additional documentation as may be reasonably requested to evidence, support, and establish the tax paid directly to the Hale County Appraisal District. The Certificate of Compliance shall at a minimum contain, include or be accompanied by the following: a. A copy of all tax audit assessments, including amended Tax reports, filed by the Company for the Grant period showing the Tax paid directly to the Hale County Economic Development Agreement Page 5 of 16 Appraisal District related to Company's Components located on the Property for the Grant period; b. Information concerning any refund or credit received by the Company of Tax it paid which has previously been reported by the Company as the tax paid for a previous Grant period; c. A copy of the actual Proof of Payment to Hale County Appraisal District showing the County payment of the Tax; d. Statement acknowledging the City received a substantial economic benefit, including but not limited to, tangible personal property in transit tax revenue that would otherwise not be generated in the City as a direct result of the Company's storage of wind turbine components on the Property for the purpose of delivering such parts to wind farms in the Region. City agrees to the extent allowed by law to maintain the confidentiality of the Certificate of Compliance. 5.04. The City has no obligation, in any way or under any circumstance, to pay any costs, taxes, or fees associated with the Company's delivering and temporarily storing components on the Property, except for the Company's specific tax liability relating to the Grant stated in this Agreement. 5.05. Notwithstanding anything contained in this Agreement to the contrary, the Company's past economic development and stimulation of business and commercial activities within the City provides a credible approximation of projected economic benefit to the City by the Company for the Project. The Company estimates wind turbine components will be sent to the DC for delivery to wind farm projects. It is estimated that the Company will be involved in three (3) to five (5) wind farm projects over the next five (5) years. These wind turbine components being temporarily stored within the City will significantly increase merchant sales, sales tax and hotel occupancy tax collection for the City as a result of the construction workforce used to transport and build the wind turbines in the Region. 5.06 If the Company fails to store such wind turbine components at the DC for a period of six (6) months, the Company shall default on this Agreement subject to Section 5.07, below. 5.07. The condition precedent stated in paragraph 5.06, above, may be extended upon request by the Company, as follows: a. The request must state any event of Force Majeure that prohibited their compliance with this Agreement; or Economic Development Agreement Page 6 of 16 417 418 b. The request must state that the Company is unable to comply with the condition precedent stated in paragraph 5.06, above, and the reason for same. Upon receipt of such request, the City Council shall consider whether substantial progress toward complying with the Company's obligations hereunder are diligently being pursued. However, the City Council is not obligated to extend, but may extend such deadline, in their sole and absolute discretion. The Company's agreements and covenants as provided herein constitute a material part of the consideration provided by the Company in return for the City's acceptance of this Agreement. 5.08. The Company shall use good faith efforts to hire, employ, contract with or otherwise, City residents to work in the transporting, storing, and constructing of wind turbines on wind farms in the Region, if such is needed. Further, the Company shall make a good faith effort to offer available existing employment, contracts or otherwise to City residents over non-residents whom are similarly qualified, if needed, consistent with the Company's business needs and its commitment to equal employment opportunity, and subject to all applicable local, state, and federal employment laws. 5.09. Payments as provided herein shall only be issued to Company, unless a written request is submitted to the City by Company for an assignment of such payment and written approval is obtained from the City Council, which approval is in its sole and absolute discretion. Upon approval by the City Council, the payment shall be directed to the entity assigned rights and approved to accept such Grant for the Company under this Agreement. 5.10. Company shall comply with all laws, federal, state, and City of Plainview Code and Ordinances, as well as administrative and judicial rulings, applicable to this Agreement. ARTICLE VI RECORDS, INFORMATION, AUDITS, AND EVALUATION OF PROJECT 6.01. Company shall provide access and authorize inspection of the Components located at the Property by authorized City employees and allow sufficient inspection for the limited purpose of viewing the Components and related inventory at the DC during reasonable times of regular business hours. 6.02 Company shall, at such times and in such form as the City may reasonably request from Company, provide information concerning the performance of Company's obligations under this Agreement. 6.03. Company shall deliver to the City a Certificate of Compliance within thirty (30) days of the end of each Calendar year in the format attached hereto and incorporated herein as Exhibit "C." Said certificate shall reflect all relevant information from the previous calendar year. The form is subject to revision by the City Council provided that such revision does not materially change the Company's rights or obligations under this Economic Development Agreement Page 7 of 16 419 Agreement. In the Certificate of Compliance, the Company shall warrant to the City that it is in full compliance with each of its obligations under this Agreement. The City and/or its representative(s), including third -parties contracted by the City, shall have the right to inspect all relevant records of Company as are reasonably necessary to verify compliance with all requirements of this Agreement. Such inspections shall be preceded by at least a thirty (30) day written notice to Company and shall not unreasonably interfere with Company's business activities. 6.04. The City is not obligated to make any payments under this Agreement if Company fails to timely submit its Certificate of Compliance after receiving written notice of such failure from the City and having the opportunity to cure such deficiency within ten (10) business days of receiving such notice. If the City is unable to confirm Company's compliance for its obligations in any year of the Agreement, as provided herein, then that year's annual Grant payment will be irrevocably lost for Company. 6.05 Company acknowledges and agrees that this Agreement and the Company's Certificate of Compliance are public records subject to disclosure under The Public Information Act, except when such information is exempted from disclosure. ARTICLE VII DEFAULT AND RECAPTURE 7.01. If either party should default with respect to any of its obligations, warranties or representations herein, and should fail to cure such default within thirty (30) days after receiving written notice of such default from the complaining party, then the complaining party, by action or proceeding at law or in equity, may be awarded its damages and/or specific performance for such default. The complaining party may exercise any other rights and remedies it may have under this Agreement, or as provided by law, which rights and remedies are cumulative. 7.02. The Company shall be in default of this Agreement if the Company's existence as a business is dissolved or terminated, the Company's commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company, unless, in the case of involuntary proceedings, such proceedings are discharged within sixty (60) days after filing. 7.03. The Company shall be in default of this Agreement if any taxes, penalties, or any type of impositions on the Components located on the Property are delinquent and owed to the Hale County Appraisal District. However, Company retains its right to timely and properly protest and contest any such taxes, penalties, or impositions. 7.04. If any Event of Default shall occur and Company fails to cure such default, all commitments of the City under this Agreement, including without limitation, payment on payments under the Program, shall immediately terminate with respect to the year in which notice of the Event of Default is given and for all future years. However, if the Hale County Appraisal District sends a revised tax statement refunding any taxes owed and paid Economic Development Agreement Page 8 of 16 420 during the grant period in which the City reimbursed funds in accordance with the Agreement, then the Company may be obligated to repay the City an amount equal to the reimbursed amount made by the City to comply under this Agreement for any compliance year. If the Company is required to reimburse the City these amounts hereunder, the City shall notify the Company in writing of the amount to be repaid and direct them to pay such amount to the City. All such amounts due hereunder shall be due upon demand by the City, and if not paid within thirty (30) days following written demand hereunder, the unpaid amount due hereunder shall bear interest at the rate of 5% per annum after demand until paid. ARTICLE VIII REPRESENTATIONS AND WARRANTIES 8.01. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and authorized to conduct business in the State. The activities that Company proposes to carry on at the Property may lawfully be conducted by Company. 8.02. Company is duly authorized and existing under U.S. law and are in good standing under such laws, and are registered to do business in the State of Texas. 8.03. The execution, delivery and performance by Company of this Agreement are within Company's powers and have been duly authorized. ARTICLE IX GENERAL PROVISIONS A. A Force Majeure event shall allow Company additional time, if required, to comply with this Agreement; however, such additional time shall not exceed 180 days, unless otherwise approved in writing by the City Council. B. THE COMPANY SHALL INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS AND EMPLOYEES (COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST: (I) ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, ARISING FROM COMPANY'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, IN WHICH THE CITY IS A DISINTERESTED PARTY; (II) ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF THE CITY OR COMPANY TO ENTER INTO THIS AGREEMENT; AND (III) ANY AND ALL LIABILITIES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS) THAT INDEMNITEES SUFFER OR INCUR AS A RESULT OF ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT COMPANY SHALL HAVE NO Economic Development Agreement Page 9 of 16 OBLIGATION UNDER THIS PARAGRAPH TO THE INDEMNITIES WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNITIES OR THE BREACH BY THE INDEMNITIES OF THIS AGREEMENT. IF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS ASSERTED AGAINST THE INDEMNITIES, SUCH INDEMNITIES SHALL PROMPTLY NOTIFY THE COMPANY. THE COMPANY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. C. This Agreement, together with any related documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. D. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Hale County, Texas. Venue for any action arising under this Agreement shall lie in Hale County, Texas. E. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto, including their respective successors and assigns and upon all future owners of the Property. F. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. G. All notices required to be given under this Agreement shall be given in writing and shall be effective when actually delivered or when deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the addresses shown below. Notices may also be given via facsimile at the numbers below. Any party may change its address or fax number for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address or number. For notice purposes, each party agrees to keep the other informed at all times of its current address and fax number. COMPANY: Steven Quataert General Electric Company 18000 Highway 59 Humble, Texas 77396 Economic Development Agreement Page 10 of 16 421 422 CITY: Jeffrey Snyder City Manager City of Plainview 901 Broadway Plainview, Texas 79072 H. Time is of the essence in the performance of this Agreement. I. Except as provided herein, this Agreement may not be assigned in whole or in part without the prior written approval of the City. J. All payments by the City to the Company under this Agreement are subject to the City's appropriation of funds for such payments in the budget year for which they are made. The payments to be made to Company, if paid, shall be made solely from annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for the implementation of Article III, Section 52-a of the Texas Constitution or Chapter 380 of the Local Government Code or any other economic development or fmancing program authorized by statute and the Texas Constitution, subject to any applicable limitations or procedural requirements. In the event the City does not appropriate funds in any fiscal year for payments due to the Company under this Agreement, City shall not be liable to Company and/or related parties for such payments, and Company shall have the right, but not the obligation to rescind this Agreement; provided however, Company shall not be obligated to refund any prior payments made to Company pursuant to this Agreement, as the payment by City of such payments shall be proof that the City duly appropriated the funds for the budget year in which such payments were made. To the extent there is a conflict between this paragraph and any other language or covenant in this Agreement, this paragraph shall control. K. It is agreed by the parties to this Agreement that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or joint venture among parties. The City, its past and future officers, elected officials, employees, and agents expressly do not assume any responsibilities or liabilities to any third party in connection with the Property. L. Company, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying ordinances, resolutions, or City Council actions authorizing same, and Company shall be entitled to intervene in said litigation. In no way is this provision meant to waive any defenses or immunity that the City may assert therein. Economic Development Agreement Page 11 of 16 M. This Agreement shall be effective as of the last date of signature of a party hereto as evidenced by the acknowledgment date for such signature ("Effective Date"). Economic Development Agreement CITY OF PLAINVIEW, TEXAS GENERAL ELECTRIC COMPANY a New York Corporation )By STEVEN QUAT T, PROPERTY TAX MANAGER Page 12 of 16 423 424 STATE OF TEXAS COUNTY OF HALE } } ACKNOWLEDGMENTS The foregoing Economic Development Agreement was executed before me on the day of Acre n.6e , 2016 by Wendell Dunlap of the City of Plainview, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. BELINDA HINOJOSA Notary ID 6444261 A My Commission Expires April 2d, 2017 Fi eemfr STATE OF T'8 COUNTY OF Lye } } [*d4.d)XJ Name: Notary Public in and for the State of Texas The fo egoing Economic Development Program Agreement was executed before me on theay of Bee twit& , 2016 by Steve l ert of General Electric Company, on behalf of said corporation. e: 14001,4-0) 6. Notary Public in and State of TOM HOWARD G. FREY Commission ae EE 876077 Expires May 16, 2017 I d Dm Twit ilrnwM0yL70M Economic Development Agreement Page 13 of 16 EXHIBIT A (PROPERTY MAP) Economic Development Agreement Page 14 of 16 425 EXHIBIT “A” EXHIBIT B (POWER OF ATTORNEY AUTHORIZING ENTRY INTO THIS AGREEMENT) Economic Development Agreement Page 15of16 427 428 EXHIBIT B POWER OP ATTORNEY [EelapAorhdRubbly' GENERAL ELECTRIC COMPANY FEIN 144111111340,ab Jio, a NYak by Na urdaelmad tab m . a President Senior Tau Coonael appo�eeib allamplUyab d j01 aG Baaib iirt . a Now Xumt MINN Eavlosb. LTC, a Dame WOW U01111 Comm, and Fin, LW, a Oblabbe UAW May Compatm% WE. h fob was wNmnoM below, an b Inca and Medd and awls b bosky and d tat Irdomadoa and algin or f an bind d SW 1hd and a1 Sapart Loaf tax blame an and relied doaetanM, awl brass and Finndie Mums, bwhbh ELECTRIC COMPANY Is reeponeble to Se b MTs United Galas.Indmdrnl Pastaidaas dffis Wild Vides. 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ELiEC !t COI NIY ki e Mid � r LLC,, and R to ' and bowl cadkb hlsl IncMamdoa and bpi amtlor WEND andibr Local to named rebind doauesrds. swept booms and FipnlNaa Mums. oru tabby moot Ida IN WITNESS WHEREOF, the s dablpnad has aimed be Power of AMomey b be i cutad on Na behold by one of b obese annrNeo duly aulhodsid. SAL ELECTRIC COMPANY Ciagbetolgr, i TaCoaned Dela 5.*A00 13% &CIS Slate et Connedked County at Fak1eld 011 DAY of 5016. She undersigned Blear, Cioi Hetwe&„ peon a pared Wore roe and ON ars �b Sri Moe Preident & ardor Tax Downed d OP1E1M. E. C OOMPH.tut a sudh 0heernmdad du Powered Maw ollsotbd hereto on betelt d add cabman, Wig dilly wMhodeed b doso, WON ebb Power alAlarm la the sot bid deed dadd eapaeYon. 1N WITNESS WHEREOF, 1 hose bawds ed Sty bend and aaMd0 aaaL /heat tort lAtf 011111140.108 —yI=��..rtaa9eht Iley {,ONA1mMIAN EXHIBIT C (CERTIFICATE OF COMPLIANCE) Economic Development Agreement Page 16 of 16 429 430 EXHIBIT "C" CERTIFICATE OF COMPLIANCE Requesting Business: General Electric Company Reporting Year: January 1, 20_-- December 31, 20_ The undersigned, , hereby certifies that he/she is the duly elected, qualified and/or acting of General Electric Company, a New York corporation, DOS ID No. 112 (the "Company"), and further hereby certifies as follows: 1.0 Attached hereto as Exhibit "A" is a true and correct copy of a Power of Attorney duly authorized by the Company which Power of Attorney is as of the date hereof in full force and effect and has not been modified or rescinded. 2.0 Attached hereto as Exhibit "B" is a link to Company's financial statements. These financial statements demonstrate that Company has not been dissolved. 3.0 Attached hereto as Exhibit "C" is a true and correct copy of the Company's Texas Use Tax Permit. The Taxpayer Number demonstrates the Company continues to be registered to do business in Texas. 4.0 The persons who hold the titles appearing below are, as of the date hereof, duly elected, qualified and/or acting officers or authorized representatives of the Company and are authorized to sign on behalf of the Company the tangible personal property and transit tax return and any documents, including any economic development agreements, related thereto: Title Director — U.S. Indirect Taxes, GE Corporate Tax Manager — Property Tax, GE Corporate Tax Manager — Sales and Use Taxes, GE Corporate Tax Counsel — Indirect Taxes, GE Corporate Tax Tax Accounting and Controls Leader, GE Corporate Tax Property Tax Specialist, GE Corporate Tax Senior Sales and Use Tax Analyst, GE Corporate Tax Sales and Use Tax Analyst, GE Corporate Tax Certificate of Compliance Page 1 {00228244.DOCX - ver} 5.0 Investment and Employment. 5.01 The City of Plainview ("City") received a substantial economic benefit, including but not limited to, tangible personal property in transit tax revenue that would otherwise not be generated in the City as a direct result of the Company's storage of wind turbine components on the Property for the purpose of delivering such parts to wind farms in the Hale County and West Texas and Texas Panhandle regions. 6.0 Payments. 6.01. Company submitted a copy of all property tax assessments, including amended tax reports, filed by the Company for the above -stated grant Reporting Year period showing actual tax paid directly to the Hale County Appraisal District related to the tangible personal property in transit tax. 6.02. Company presented information concerning all refunds or credits received by the Company for tax it paid which has previously been reported by the Company as the tax paid for a previous grant Reporting Year period. 6.03. Company attached a copy of the actual tax receipt from the Hale County Appraisal District to this Certificate showing the Company's payment of the tangible personal property in transit tax, along with the correlating Property Tax Notice. 7.0 Obligations. 7.01 Company certifies to the City that it is in full compliance with each obligation under the Economic Development Incentive Agreement between City of Plainview, Texas, and General Electric Company ("Agreement"). 8.0 Incentive and Tax Paid. 8.01 The Agreement provides annual Chapter 380 payments for up to 5 years based on certain conditions stated in the Agreement. Specifically, the Agreement provides for annual Chapter 380 payments equal to % of the City's ad valorem tangible personal property in transit tax received from the Company for the previous Reporting Year. 8.02 The City tangible personal property in transit tax paid for the January 1, 20! valuation was based on: Tangible Personal Property Value: $ 8.03 The amount of the Chapter 380 Economic Development Program Incentive reimbursement that is being requested on the tangible personal property in transit tax is: 9.0 Execution and delivery of the Agreement will not violate or cause the Company to be in default under any agreement to which the Company is a party or which is binding on the Company or its assets. Certificate of Compliance (00228244.DOCX - ver) Page 2 431 432 I, , an authorized representative for General Electric Company, hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that the Company has fully complied with the Agreement during the year ending December 31, 20 , including compliance with the City of Plainview Code of Ordinances and other applicable federal, state, or local laws. GENERAL ELECTRIC COMPANY By: Printed Name: Title: Date: Certificate of Compliance Page 3 I00228244.DOCX - verb