2010R62 - Development Agreement CaterpillarRESOLUTION NO. 10-R-62
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A DEVELOPMENT AGREEMENT
WITH CITY OF SCHERTZ ECONOMIC DEVELOPMENT
CORPORATION AND CATERPILLAR INC., AND OTHER MATTERS IN
CONNECTION THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the
City enter into a Development Agreement with City of Schertz Economic Development
Corporation (the "SEDC") and Caterpillar Ina ("Caterpillar") relating to development of a
multiphase manufacturing facility in the City; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with the SEDC and Caterpillar pursuant to the Development Agreement attached hereto
as Exhibit A (the "Agreement").
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with the SEDC and Caterpillar in substantially the form set forth on
Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of t13is Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
50349924.1 `~r, `r.
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Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, this 1911i day of October, 2010.
CITY OF SCHERTZ, TEXAS
Mayor
ATTEST:
~//G~J~-c~-~
City Secretary
(CITY SEAL)
50349924.1 ~~~
EXHIBIT A
DEVELOPMENT AGREEMENT
50749924.1 A-1 ~~~
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (this "Agreement"), dated October 19, 2010 (the
"Effective Date"), is among the City of Schertz, Texas, a Texas home-rule city (the "City"), City
of Schertz Economic Development Corporation, a Texas non-profit corporatiar created by the
City (the "SEDC"), and Caterpillar Ina ("Caterpillar"). The City, the SEDC, and Caterpillar are
each a "Party" and, together, the "Parties".
WITNESSETH:
WHEREAS, by Ordinance No. 09-T-02, the City has established a program (tire "City
Program") under Chapter 380, Texas Local Government Code, as amended, to promote
economic development and to stimulate business and comrnercial activity in the City; arrd
WHEREAS, the SEDC has been established by the City to promote economic
development in the City by sponsoring and funding economic development projects; and
WHEREAS, Caterpillar plans to build a multiphase manufacturing facility on an
approximately 54.73 acre tract of land which Caterpillar intends to purchase at the location
described on Exhibit A (the "Caterpillar Development Site"); and
WHEREAS, the manufacturing facility expected to be built by Caterpillar on the
Caterpillar Development Site (which may encompass multiple buildings when complete) will
have at least the minimum general facility and supporting infrastructure and equipment
characteristics and operational and employment profile set forth on Exhibit B and is anticipated
to be developed and become operational in phases (each, a "Phase") on the schedule set forth on
Exhibit C (Exhibit B and Exhibit C, together, the "Caterpillar Development"); and
WHEREAS, the purpose of this Agreement is to establish a master tax credit agreement
for the Phases of the Caterpillar Development; and
WHEREAS, the Parties are entering into this Agreement for the purpose of setting forth
their respective obligations with respect to the Caterpillar Development.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:
Section 1. Agreed Actions.
(a) Caterpillar agrees to take the following actions:
(i) Upon Caterpillar's closing of its purchase of the Caterpillar Development
Site, Caterpillar will, subject to Section 4(e), commence construction of Phase I of the
Caterpillar Development on the Caterpillar Development Site with a goal of securing a
certificate of occupancy for Phase 1 no later than December 31, 2011. Phases 2, 3, and 4
of the Caterpillar Development as currently envisioned are capable of being constructed
on the Caterpillar Development Site. If Caterpillar elects to build and operate Phases 2, 3
50349289.6 'UM\ `
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and 4 of the Caterpillar Development and seek the benefits provided by this Agreement,
each such Phase will be commenced, completed, and become operational in accordance
with the schedule set for on l;xhibit C.
(ii) Caterpillar will closely coordinate its construction activities relating to all
Phases of the Caterpillar Development with all appropriate City departments.
(iii) Caterpillar specifically acknowledges and agrees to the terms of Sections 4
(Defaults; Remedies; Termination; Force Majeure) and 5 (Incentive Recapture) of this
Agreement.
(b) The City agrees to take the following actions:
(i) The City will take all reasonable means to expedite the City permitting,
inspection, and approval process for the construction aspects of each Phase of the
Caterpillar Development.
(ii) The City will provide Caterpillar with aseventy-five percent (75%) ad
valorem tax credit on the personal property taxes paid for each Phase of the Caterpillar
Development and located at the Caterpillar Development Site (the "Tax Credit") as set
forth on the following schedule.
General Minimum ! Commencement
Descriptimr of Taxable Valne Date of Tax Termination of
Personal ! of Personal Operational Date Credit /First ; Tax Credit /Last i
Phase ' Property ~ Property (no later than) Tax Year I Tax Year ~
1 200,000 square ~ $25,000,000 December 31, 2011 January 1, 2012 • December 31, 2019
foot I ~ j
manufacturing i
I ~ facility
~ -~-- -
2 ~ Additional ~ $20,000,000 ! December 31, 2014 January of year December 31 of j
200,000 square ~ following the eighth year
foot facility Operational Date following the
~ ~ Operational Date
r 3 ~ Additional $20,000,000 December 31, 2018 i January of year I December 31 of i
200,000 square ~ ~ fallowing the i eighth year
foot facility ~ Operational Date I following the 1
ational Date j
I ~ Oper __
T- -- _ -
~ 4 ;Additional $20,000,000 December 31, 2020 i January of year i December 3l of
200,000 square i following the !eighth year
foot facility _ Operational Date ~ following the
j I Operational Date
Personal property installed for a Phase and benefitting from the Tax Credit for such Phase
shall include replacements for such personal property during the Tax Credit period for
such Phase so long as the property is located on the Caterpillar Development Site and is
identified as a part of such Phase. All of Caterpillar's personal property shall remain
50349289-b 2 \~./~~~
subject to any taxes assessed by other taxing jurisdictions, other than the City, and this
Agreement does not grant any Tax Creditor incentive with respect to real estate taxes.
(iii) Subject to the teens and conditions of this Agreement, the Tax Credit will
be provided by the City by reimbursing Caterpillar the relevant amount of personal
property taxes paid by Caterpillar to the City for each relevant tax year. The
reimbursement payments will be issued to Caterpillar on or before the thirtieth (30th) day
following the day the City receives written notice from Caterpillar that such ad valorem
taxes have been paid and certification by Caterpillar of the Personal Property Value of the
personal property included in the applicable Phase. The written notice from Caterpillar to
the City that the relevant ad valorem taxes have been paid shall include a copy of the paid
tax receipt or other proof such taxes have been paid.
Notwithstanding the above, all deadlines for the payment of property taxes or contesting
property appraisals shall be governed by the provisions of the Texas Property Tax Code
or other applicable law.
(iv) The SEDC agrees to assist Caterpillar in seeking tax abatements from
Comal County, Texas relating to the Caterpillar Development.
Sectiorr 2. Representations and Covenants.
(a) Caterpillar hereby represents and covenants as follows:
(i) Caterpillar is a duly authorized and existing corporation, created and
operating and in good standing under the laws of the State of Delaware and is authorized
to transact business in the State of Texas.
(ii) Caterpillar has taken all necessary corporate action to authorize its
execution and delivery of this Agreement and its performance of its obligations
hereunder.
(iii) Caterpillar has available to it, without resh'iction, all funds required to be
expended by it for the completion of Phase 1 described by this Agreement.
(iv) Caterpillar will use reasonable efforts to complete all of its obligations
under this Agreement when and as set forth herein.
(v) Caterpillar has not entered into, and will not enter into, any agreement
(written or otherwise) with any person or entity that would prohibit or limit Caterpillar
from performing all of its obligations under this Agreement.
(vi) As of the date of this Agreement, there is no litigation, claim, or
proceeding pending of which Caterpillar has received written notice, nor to the actual
knowledge of Caterpillar is there any litigation, claim, or proceeding threatened that
would prohibit or limit Caterpillar from performing all of its obligations under this
Agreement.
50349289-6 3 v - \~~
(vii) Caterpillar will not dissolve or take any action in furtherance thereof so
larg as it has not performed all of its obligations under this Agreement.
(viii) Caterpillar will not dispose of or transfer any of its assets to a person or
entity not a party to this Agreement if such disposition or ri'ansfer would materially and
adversely affect its ability to perform all of its obligations under this Agreement.
(ix) Caterpillar covenants and agrees to use its reasonable efforts, subject to
Section 4(e), to complete the Caterpillar Development by the applicable Phase
Operational Completion Date shown on Exhibit C.
(x) Caterpillar agrees to allow inspection of the Caterpillar Development by
the City Manager or his designee(s) during the tern of this Agreement. Such inspection
shall be to determine if the teens and conditions of this Agreement are being met and for
the purpose of assuring compliance with applicable City codes and ordinances and to
confirm adequate identification of installed personal property by Phase. Inspections will
be made only after giving Caterpillar a minimum of two (2) business days prior written
notice and will be conducted in such a mamier as to not unreasonably interfere with the
operation of the Caterpillar Development.
(xi) Caterpillar will promptly notify the City in writing if it has actual
knowledge that it is in default of any obligation under this Agreement.
(xii) Caterpillar' agrees to certify annually in writing its compliance with the
terms of this Agreement, which shall specifically address compliance with Exhibit B and
Exhibit C. Such certificatiorr slrall be filed witlr the City by February 15`x' of each year,
commencing February 15, 2012 through February 15 of the final year Caterpillar seeks a
Tax Credit under this Agreement. Notwithstanding the above, the parties understand that
certain information, such as final tax appraisal values, which is not available until later in
the year may be supplied when it becomes available.
(b) The SEDC hereby represents and covenants as follows:
(i) The SEDC is a duly authorized and existing special purpose non-profit
corporation, created and operating and in good standing under the laws of the State of
Texas.
(ii) The SEDC has taken all necessary corporate action to authorize its
execution and delivery of this Agreement and its performance of its obligations
hereunder.
(iii) The SEDC has available to it, without restriction, all funds required to be
expended by it under this Agreement.
(iv) The SEDC will use its best efforts to complete all of its obligations under
this Agreement when and as required.
50349259.6
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(v) The SEDC has not entered into, and will not enter into, airy agreement
(written or otherwise) with any person or entity that would prohibit or limit SEDC from
perfomring all of its obligations under this Agreement.
(vi) There is no litigation, claim, or proceeding pending of which the SEDC
has received notice, nor to the luiowledge of the SEDC is there any litigation, claim, or
proceeding threatened that would prohibit or limit the SEDC fi~orn performing all of its
obligations under this Agreement.
(vii) The SEDC will not dissolve or take any action in furtherance thereof so
long as it has not performed all of its obligations under this Agreement.
(viii) The SEDC will not dispose of or transfer any of its assets to a person or
entity not a party to this Agreement if such disposition or transfer would adversely affect
its ability to perform all of its obligations under this Agreement.
(c) The City hereby represents and covenants as follows:
(i) The City is a duly authorized and existing Texas municipal corporation
and home rule city, created and existing under the laws of the State of Texas.
(ii) The City has taken all necessary action to authorize its execution and
delivery of this Agreement and its performance of its obligations hereunder.
(iii) The City has appropriated or expects to appropriate when required all
funds required to be expended by it under this Agreement.
(iv) The City will use its best effort to complete all of its obligations under this
Agreement when and as required.
(v) The City has not entered into, and will not enter into, arty agreement
(written or otherwise) with any person or entity that would prohibit or limit the City from
performing all of its obligations under this Agreement.
(vi) There is no litigation, claim, or proceeding pending of which the City has
received notice, nor to the knowledge of the City is there any litigation, claim, or
proceeding threatened that would prohibit or limit the City from performing all of its
obligations under this Agreement.
(vii) The City will not dissolve or take any action in furtherance thereof so long
as it has not performed all of its obligations under this Agreement.
(viii) The City will not dispose of or transfer any of its assets to a person or
entity not a party to this Agreement if such disposition or transfer would adversely affect
its ability to perform all of its obligations under this Agreement.
50349289.6 5
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Section 3. City Proexam Determination. The City has detenniued, and hereby agrees
with all of the other Parties, that the intent and terms of this Agreement, and the obligations of
the City hereunder, are in accordance with and in fiutherance of the City Program.
Section 4. Defaults• Remedies Tenniuation; Force Majeure.
(a) If (i) Caterpillar does not complete Phase 1 of the Caterpillar Development
conshuction of the new facility by December 31, 2011; (ii) Caterpillar does not complete arty
required subsequent Phase by the applicable Phase Operational Completion Date set forth on
Exhibit C; or (iii) during the term of this Agreement Caterpillar should discontinue operations at
the Caterpillar Development as described on Exhibit B for a period of ninety (90) consecutive
calendar days (each a "Termination Date"), then the City shall have the right to terminate this
Agreement in accordance with subsection (b) below; provided, if Caterpillar has not
discontinued operations for a period of nicety (90) consecutive calendar days and has completed
one or more Phases of the Caterpillar Development and the Tax Credit period for such Phase(s)
has not expired, this Agreement shall not be terminated as to such completed Phases(s) until the
Tax Credit period for such Phases(s) has expired. Notwithstanding the above, the date for
completing and operating Phase 1 shall be extended by the City for up to a maximum of 120
days if Caterpillar has made diligent efforts to complete Phase 1 and the improvements to the
real property are at ]east 75% complete as of the scheduled completion date.
(b) In the event the City determines that it has the right to terminate this Agreement
in whole or in part under the circumstances described in subsection 4(a) above, the City shall
notify Caterpillar in writing at the address set forth in Section 7 of this Agreement. If the defaults
specified with reasonable particularity in such notice (including but not limited to a reference to
which provision of Section 4(a) the City is relying upon) are not cured within sixty (60) days
after the date of such notice (the "Cure Period"), the City may terminate this Agreement effective
upon expiration of the Cure Period, subject to the City's rights under Section 5, upon written
notice to Caterpillar, with a copy to the other Parties. In the event such defaults are susceptible of
cure but are not cured before expiration of the Cure Period, so long as Caterpillar is diligently
and continuously pursuing such cure, the City shall permit Caterpillar an additional sixty (60)
days from the end of the Cure Period to effectuate such cure.
(c) Upon termination of this Agreement in whole or in part under subsections 4(a)
and 4(b) above, the City shall have the rights set forth in Section 5(a) below.
(d) If the City or Caterpillar determines that the City has defaulted in its payment
obligations, the City and/or Caterpillar may seek specific performance against the City, or seek
such other remedies as may be available at law or equity.
(e) Notwithstanding anything to the contrary set forth herein, the Operational
Completion Date set forth on Exhibit C for each Phase shall be extended one day for each day
that Caterpillar or its contractor was prevented, delayed, or stopped from pursuing completion of
Caterpillar's obligations for such Phase after the required Sitework Commencement Date for
such Phase with respect thereto due to war, ter-orism, strikes, weather, natural disaster, or acts of
God ("Unavoidable Delays"); however, in order for Caterpillar to claim the existence of
Unavoidable Delays hereunder, Caterpillar shall be required to provide written notice to the other
50749289.6 ~ U \C~
Parties at least ninety (90) days before the scheduled Operational Completion Date with respect
to any Unavoidable Delay claimed by Caterpillar.
(f) Notwithstanding anything to the contrary set forth herein, Caterpillar shall be
allowed to discontinue operations at the site for a period of ninety (90) days or more without
triggering termination or default due to Unavoidable Delays; however, in order for Caterpillar to
claim the existence of Unavoidable Delays hereunder, Caterpillar shall be required to provide
written notice to the other Patties within ninety (90) days with respect to any Unavoidable Delay
claimed by Caterpillar.
(g) In the event that Caterpillar does not complete the purchase of the Caterpillar
Development Site on or before January 15, 2011, the City or Caterpillar shall have the right to
tenniuate this Agreement without any penalty or recourse by providing written notice of its
election to so terminate to the SEDC and Caterpillar or the City, as the case may be.
Section 5. Incentive Recapture.
(a) If this Agreement is terminated by the City pursuant to Section 4(a)(iii),
Caterpillar shall, within sixty (60) days after its receipt of notice of termination, pay the City
liquidated damages equal to the dollar amount of the Tax Credit received by Caterpillar for the
five (5) tax years preceding the Termination Date.
(b) Caterpillar expects that the value of the personal property on the Caterpillar
Development Site will be at least $25,000,000 for Phase 1, $20,000,000 for Phase 2, $20,000,000
for Phase 3, and $20,000,000 for Phase 4 (the "Personal Property Value"). The Tax Credit
granted by the City shall be reduced from the amount stated in Section 1(b)(i), in increments of
twenty-five percent (25%) for each ten percent (10%) reduction iu the Personal Property Value
for that taxable year, as follows:
50349289.6 ~ ~~
V `
Phase 3
Personal Propert,~ Value Tax Credit Reduction Adjusted Tax Credit
_ _ _ -
At or above $20,000,000 _ 0% 75%
$18,000,000-$19,999,999 _ 25% _ _ 50%
....
_ $16,000,000-$17,999,999 50% j_ _ 25%
At or below $16,000,000 75% 0%
(c) Caterpillar further certifies and agrees as follows:
(i) Caterpillar certifies that its operation within the Ciry will not knowingly
employ an undocumented worker, as defined in Chapter 2264, Subchapter A, Texas
Government Code, as amended (the "Act"); and
(ii) pursuant to the Act, if Caterpillar is convicted of a violation under 8
U.S.C. Section 1324a(f) with respect to its operations in the City, after receiving all or
any portion of the "public subsidy" (as defined iu the Act) authorized by this Agreement,
Caterpillar shall promptly give the City written notice of such violation, and repay the
amount of the public subsidy for the period which Caterpillar was in violation with
interest, at the rate of the prime rate of interest per annum of the City's depository bank in
effect on the date Caterpillar notifies the City of the violation. Such repayment shall be
made not later than the 120th day after the date Caterpillar notifies the City of the
violation.
Section 6. Representatives. Each Party will designate a representative for actions to
be taken by it hereunder and will notify all other Parties in writing of such designation and any
changes in such designations. Each Party's representative will be the contact person for such
Party to facilitate completion of its obligations under this Agreement. The initial designated
representatives of the Parties are Don Taylor or his designee for the City, Jeff Jewell or his
designee for the SEDC, and Alex Perez-Saudi or his designee for Caterpillar.
Section 7. Notices. All notices and requests for information or action under this
Agreement shall be given in writing and delivered by personal delivery, registered mail, or
overnight delivery service to the following addresses:
SOJ49289.6 8 `(~'(~~
Note: The percentage listed under the column labeled "Adjusted Tax Credit" above refers
to the percentage of the original Tax Credit which will be granted.
If to Caterpillar: Caterpillar Inc.
1720 West Kingsbury Street
Seguin, Texas 78155-3109
Attention: Alex Perez-Saudi, Factory Manager
with a copy to: Caterpillar Inc.
100 NE Adams Street
Peoria, Illinois 61629-0001
Attention: Deputy General Counsel, Commercial
Section
If to the SEDC: Schertz Economic Development Corporation
1400 Schertz Parkway
Schertz, Texas 78154
Attention: Director of Economic Development
Facsimile: (210) 619-1071
E-Mail: jjewell@schertz.com
If to the City: City of Schertz, Texas
1400 Schertz Parkway
Schertz, Texas 78154
Attention: Don Taylor, City Manager
Facsimile: (210) 619-1050
E-Mail: detaylor@schertz.com
With a copy to: Michael Spain
Fulbright & Jaworski L.L.P.
300 Convent Street, Suite 2200
San Antonio, Texas 78205
Facsimile: (210) 270-7205
E-Mail: mspain@fulbright.com
Section 8. No Partnershi~or Joint Venture. Nothing contained in this Ageement
shall be construed to create or imply a partnership or joint venture between or among the Parties.
Section 9. Other Agreements. This Agreement supersedes all other agreements
between or among the Parties as to the subject matter hereof.
Section 10. Amendments. This Agreement may not be amended except in writing and
signed or acknowledged by all Parties.
Section 11. Severability. If arty provision of this Agreement is determined by a court
of competent jurisdiction to be unconstitutional, illegal, or otherwise unenforceable, and the
Parties agree that such determination does not cause the remainder if this Agreement to fail to
accomplish the goals of the Parties, the remainder of this Agreement shall continue in effect.
50149289.6 9
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Section 12. Counterparts. This Agreement may be executed in multiple counterparts
but will be considered as a single instrument when it has been finally executed by all of the
Parties.
Section 13. Governing Law and Venue. This Agreement is governed by the laws of
the State of Texas, and the Parties agree that venue shall be iu the courts of Guadalupe County,
Texas.
Section 14. Tenn. This Agreement shall be effective on the Effective Date until the
earlier to occur of (a) eight years after Phase 4 Operational Commencement Date, or (b) this
Agreement has been terminated pursuant to Section 4.
[Remainder of page intentionadl~~ left blank J
50749289.6 1 ~ ~`~
IN WITNESS WHEREOF, this Agreement is hereby approved by the Parties, as of the
Effective Date.
SCHERTZ ECONOMIC DEVELOPMENT
CATERPILLAR
~~ By: V'~
Gary troup, Vice Pre dent
/~j Larg Power Systems Division
503492&9.6 s-I
CITY OF SCHERTZ, TEXAS
CORPORATION
>;XHIBIT A
Caterpillar Develoument Site
An approxirnately 54.73 acres of land iu Comal County, Texas at the northwest
intersection of Doerr Lane and Lookout Road
50399289.6 A-1 V \`~
EXHIBIT B
Caterpillar Development Facilities and l;gnipment and Fmplo~~ees
A. Facilities and >;quipment Description:
Phase ~ Description
1 200,000 square foot manufacturing facility and related manufacturing
equipment and furnishings
2 200,000 square foot manufacturing facility and related manufacturing
equipment and furnishings
3 ' 200,000 square foot manufacturing facility and related manufacturing
'equipment and furnishings
_- ! _ __.
4 ! 200,000 square foot manufacturing facility and related manufacturing
j equipment and furnishings
B. >;mployee Details:
I- -._._
Phase i Descri tp ion
j 1 Create, staff and maintain at least 60 full-time employees with a combined
;minimum monthly payroll of $225,000, for the full term of this Agreement
2 ' Create, staff and maintain an additional 20 full-time employees for a
cumulative total of 80 full-time employees with a combined minimum monthly
payroll of $300,000, for the full term of this Agreement
~ 3 ! Create, staff and maintain an additional 20 full-time employees for a
j cumulative total of 100 full-time employees with a combined minimum j
j monthly payroll of $375,000, for the full teen of this Agreement
4 ~ Create, staff and maintain au additional 20 full-time employees for a
cumulative total of 120 full-time employees with a combined minimum
monthly payroll of $450,000, for the full term of this Agreement
For the purpose of complying with the employment requirements of this Agreement, a required
employee position must be:
(1) created by Caterpillar, a subsidiary of Caterpillar or a contractor for Caterpillar;
(2) a full-time position (or its equivalent); and
(3) directly supporting the Caterpillar Development and be located at the Caterpillar
Development Site
50749289.6 B-1 , ^ ~~
EXHIBIT C
Caterpillar Development --Schedule
_ _ _..__
~ Corporate Authorization Phase Siteworlc
to be Received no later Commencement Date ;Phase Operational Completion j
i Phase than (no later than) Date (no later than)
• ~ _ _ -_
1 ! received ~ January 31, 2011 December 31, 2011 i
~i---
i 2 October 31, 2013 December 3l, 2013 December 31, 2014
3 ~_ October 31, 2017 _ December 31, 2017 ~ December 31, 2018
~4 October 31, 2019 December 31, 2019 December 31, 2020 ~
50349289.6 C-1 C~
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